CADENCE RESOURCES CORPORATION
                        410 Copper Ridge Drive, Suite 100
                          Traverse City, Michigan 49684


                                                                February 9, 2006

Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attn:    Tangela S. Richter, Branch Chief
         Mail Stop 7010

                 Re: Pre-Effective Amendment No. 1 to Form SB-2
             For Cadence Resources Corporation; File No. 333-130769

Dear Ms. Richter:

      Cadence Resources Corporation is enclosing herewith an acceleration
request with respect to the above captioned registration statement. In
connection with such request, Cadence hereby acknowledges that:

      o     Should the Commission or the staff, acting pursuant to delegated
            authority, declare the registration statement effective, it does not
            foreclose the Commission from taking any action with respect to the
            registration statement;

      o     The action of the Commission or the staff, acting pursuant to
            delegated authority, in declaring the registration statement
            effective, does not relieve the company from its full responsibility
            for the adequacy and accuracy of the disclosure in the registration
            statement; and

      o     The company may not assert staff comments and the declaration of
            effectiveness as a defense in any proceeding initiated by the
            Commission or any person under the federal securities laws of the
            United States.

                                    Very truly yours,

                                    CADENCE RESOURCES CORPORATION


                                    By: /s/ William W. Deneau
                                       -----------------------------------------
                                             William W. Deneau, President