UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  December 9, 2005
                                                   ----------------

                          CADENCE RESOURCES CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               UTAH                        0-25170             87-0306609
   ----------------------------          -----------         -------------
   (State or other jurisdiction          (Commission         (IRS Employer
         of incorporation)              File Number)      Identification No.)

4110 Copper Ridge Drive, Suite 100, Traverse City, MI             49684
- -----------------------------------------------------           ----------
       (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (231) 941-0073
                                                    --------------

                 3760 North US 31 South, Traverse City, MI 49685
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))







Item 5.03   Amendments to Articles of Incorporation or By-Laws; Change in
            Fiscal Year.

Amendment  of By-Laws.  On December 5, 2005,  the Board of  Directors of CADENCE
RESOURCES CORPORATION ("the Company") adopted an amendment to the By-Laws of the
Company.  A copy of the  Amended  and  Restated  By-Laws of the  Company,  which
include the  amendments  adopted on December 5, 2005,  are attached to this Form
8-K as Exhibit 3.1. The amendments adopted on December 5, 2005 are as follows:

o     Providing  for  the   indemnification   of  the  corporation's   officers,
      directors, agents, and other persons.

o     Changing  the time for holding  the annual  meeting to any time before the
      end of the month of August;  previously,  the  By-Laws  provided  that the
      meeting must be held in the month of April.

o     Adding a provision for the offices of chairperson  of the Board,  and Vice
      Chairperson of the Board.

                                  EXHIBIT INDEX

Exhibit No.     Description

3.1             Amended and Restated By-laws for Cadence Resources Corporation


                                   SIGNATURES

According  to the  requirements  of the  Securities  Exchange  Act of 1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized on December 9, 2005.


                                            CADENCE RESOURCES CORPORATION


Date: December 9, 2005                      /s/ William W. Deneau
                                            ---------------------
                                            By: William W. Deneau
                                            Its: President