SecProbe.io

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      September 6, 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/A-1
Filed August 23, 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 list below. 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/A-1 Filed on August 23, 2005

Engineering Comments

Supplemental Oil and Gas Information, page F-74

Oil and Natural Gas Reserves and Related Financial Data, page F-74

1. It appears that the proved developed reserves for Aurora need
to be
revised due to decimal error from 12,519,800 MMcf in 2004 and
3,052,261 MMcf in 2003 to 12,520 MMcf and 3,052 MMcf respectively.

2. We note that Aurora claims proved developed reserves on 12,250
MMcf
while only having production volumes of  151 MMcf in 2004.   This
is a
reserve/production ration (R/P) of almost 83 years which does not
appear to be reasonable.  Even when including 2005 production
data,
this ratio is greater than 32 years.  Please revise or provide us
with
support for those levels or reseves.

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 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 James Murphy, Petroleum Engineer at (202)
551-
3703 with questions about engineering matters.   Please contact
Jason
Wynn at (202)551-3756 or me at (202) 551-3740 with any other
questions.

Sincerely,

H. Roger Schwall
Assistant Director

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Mr. Howard M. Crosby
Cadence Resources Corporation
September 6, 2005
page 3

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05

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