UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED
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): January 20, 2006
--------------------------------
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
------------------------------
- --------------------------------------------------------------------------------
(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 1.01 Entry into a Material Definitive Agreement
On January 10, 2006, Aurora Antrim North, L.L.C. ("North"), a wholly owned
borrowing subsidiary of Cadence Resources Corporation ("Cadence" or "the
Company"), entered into an Asset Purchase Agreement with NorAm Energy, L.L.C.,
Provins Family, L.L.C. and O.I.L. Energy Corp. (collectively, "OIL")(the
"Agreement"). Under the Agreement, North has agreed to purchase from OIL, oil
and gas leases, working interests, and interests in related pipelines and
production facilities that are located in the Hudson Township area of the
Michigan Antrim gas play, including interests in the Hudson 34, Hudson SW,
Hudson NE, Hudson NW, Hudson West, Hudson 13, Hudson 19, Hudson IV, Boyne Valley
and Chandler projects, together with a membership interest in Hudson Pipeline
and Processing Co., L.L.C. OIL has been a joint venture partner with the Company
in developing the assets in the Hudson Township area. Once the assets have been
purchased as provided in the Agreement, the Company will hold from 49% to 96%
working interest in many fields and will otherwise generally control most of the
gas producing assets in this area.
Under the Agreement, the base purchase price will be approximately $27,500,000,
subject to certain adjustments as provided in the Agreement. The acquisition is
required to close by February 28, 2006.
North paid a nonrefundable deposit of $1,000,000 at the time the Agreement was
executed. Additional nonrefundable deposits in the amount of $500,000 are
required to be paid by North on February 1, 2006, and February 17, 2006, if the
closing has not yet occurred by those dates. All nonrefundable deposits paid
will be applied to the purchase price at closing. As soon as possible after
closing, the Company will replace OIL as operator of those properties currently
operated by OIL that are subject to the Agreement.
Item 4.01 Changes in Registrant's Certifying Accountant
Because of the merger of Aurora Energy, Ltd. into a subsidiary of Cadence
Resources Corporation that was closed on October 31, 2005, with Aurora Energy,
Ltd. management taking over control of management of the Company, there have
been two sets of auditors actively engaged in the business of the Company over
the last several months. Audit reports of two different auditors have been
included in the Company's most recent SEC filings, including the S-4
Registration Statement used in connection with seeking approval of the Aurora
Energy, Ltd. stockholders for the merger, two SB-2 Registration Statements filed
after the effective date of the merger, and a post-effective amendment to an
SB-2 Registration Statement that had been declared effective prior to the
closing of the merger.
For its fiscal year ending September 30, 2005, Cadence Resources Corporation
continued to engage as its certified public accountants, Williams & Webster,
P.S. of Spokane, Washington. Williams & Webster, P.S. has been the auditor of
the Company for a number of years. For the fiscal year ending December 31, 2004,
and during the fiscal year ending December 31, 2005, Aurora has engaged as its
auditor, Rachlin Cohen & Holtz, LLP, of Miami, Florida.
On January 10, 2006, the Audit Committee of the Company met to evaluate which of
the two audit firms to engage to conduct the audit for the fiscal year ending
December 31, 2005. As a result of the merger, the Company has changed its fiscal
year. This means that a new 10-KSB filing is required for the period ending
December 31, 2005, and a new audit will have to be prepared for the year ending
December 31, 2005 reflecting combined financial statements of the two companies.
The Company's Audit Committee has voted to retain Rachlin Cohen & Holtz, LLP to
perform the December 31, 2005 audit.
This is not based upon any disagreement with Williams & Webster, P.S. or any
dissatisfaction with its performance. The Audit Committee does not believe that
Williams & Webster, P.S. has exhibited an inability or failure to perform its
functions as an auditor. No inference of deficiency in the capability of
Williams and Webster should be drawn from this change. The selection of Rachlin
Cohen & Holtz, LLP is based solely on the fact it has been actively involved in
auditing Aurora Energy, Ltd. and reviewing its quarterly financial statements
during the year 2005.
Current management (formerly Aurora Energy, Ltd. management) is comfortable
continuing this audit relationship. The business brought to the combined
companies by Aurora Energy, Ltd. will be more significant in size than the
business brought to the combined companies by Cadence Resources Corporation.
Based on these factors, in the Audit Committee's judgment, it makes more sense
for purposes of continuity to continue to work with Rachlin Cohen & Holtz, LLP.
Although from a management perspective this is a continuation of an auditing
relationship, from a legal perspective, due to the merger, this is a change in
auditors requiring a report under item 4.01.
After notification of the Audit Committee's decision, on January 18, 2006,
Williams & Webster, P.S. notified the Securities and Exchange Commission of the
change, a copy of which is attached as Exhibit 16.1, and provided a confirming
letter to the Company that the audit relationship has ceased.
In connection with this change of auditors, Williams & Webster, P.S. was
dismissed on January 10, 2006, as confirmed by letter dated January 18, 2006.
Williams & Webster, P.S.'s reports on the financial statements for the past two
fiscal years did not contain an adverse opinion or disclaimer of opinion, nor
were they modified as to uncertainty, audit scope, or accounting principles. The
Company did not have any disagreements with Williams & Webster, P.S., whether or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
Item 8.01 Other Events.
On January 17, 2006, Cadence issued a press release announcing the agreement
with OIL. A copy of the press release is included as Exhibit 99.1 to this Form
8-K.
EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------------------------------------------
16.1 Letter from former auditor.
99.1 Press Release dated January 17, 2006.
SIGNATURES
According to the requirements of the Securities Exchange Act of 1939, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on January 20, 2006.
CADENCE RESOURCES CORPORATION
Date: January 20, 2006 /s/ WILLIAM W. DENEAU
-----------------------------
By: William W. Deneau
Its: President