SecProbe.io

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								June 10, 2005

Mr. Howard M. Crosby
President
Cadence Resources Corporation
6 East Rose Street
Walla Walla, Washington 99362

	Re:	Cadence Resources Corporation
		Registration Statement on Form S-4
Filed May 13, 2005
      File No. 333-124904

Dear Mr. Crosby:

      We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form S-4 Filed on May 13, 2005

General

1. Please include updated interim financial statements in your
next
amended filing pursuant to Rule 3-10 of Regulation S-B.

Notes to the Pro Forma Financial Statements, page 93

Merger Agreement, page 93

2. Please remove the statement referencing the letter sent to the
Chief Accounting Office in your next amended filing.

Pro Forma Adjustments, page 95

3. We note that oil and gas exploration and intangible drilling
expenses of Cadence under the successful efforts method have not
been
adjusted to give pro forma effect to conform to the treatment of
such
costs under the full cost method. We also note that the asset
value
remains the same under both successful efforts and full cost
methods
due to certain impairment provisions made by Cadence, which are
attributable to the write-down of De Soto Parish gas well and a
downward adjustment in total gas reserves. Please tell us why you
wrote-down the carrying value of gas wells and why there was a
downward adjustment in total gas reserves.  Supplementally provide
to
us a detail calculation supporting your position that a conforming
pro
forma adjustment is not required.

Closing Comments

       As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Yong Choi, Staff Accountant at (202) 551-3758 or
April
Sifford, Branch Chief at (202) 551-3684, if you have questions
regarding comments on the financial statements and related
matters.
You may contact James Murphy, Petroleum Engineer at (202) 551-3703
with questions about engineering matters.   Please contact me at
(202)
551-3740 with any other questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: 	Henry I. Rothman, Esq.
	Iris K. Linder, Esq.

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Mr. Howard M. Crosby
Cadence Resources Corporation
June 10, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05

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