SEC File Number: 000-25170
                                                         CUSIP Number: 12738N103

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

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

(Check One):      __  Form 10-K    __ Form 20-F     __ Form 11-K  [X] Form 10-Q
                  __  Form N-SAR   __ Form N-CSR

      For Period Ended:       December 31, 2004
                       ----------------------------------------
      [   ] Transition Report on Form 10-K
      [   ] Transition Report on Form 20-F
      [   ] Transition Report on Form 11-K
      [   ] Transition Report on Form 10-Q
      [   ] Transition Report on Form N-SAR
      For the Transition Period Ended:
                                       -----------------------------------------


                Read attached instruction sheet before preparing
     form. Please print or type. Nothing in this form shall be construed to
    imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:__________________________________
________________________________________________________________________________

PART I -- REGISTRANT INFORMATION

Full Name of Registrant:            Cadence Resources Corporation


Former Name if Applicable:

Address of Principal Executive Office (Street and number):  6 East Rose Street,
                                                            PO Box 2056


City, state and zip code:           Walla Walla, WA 99362

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

         (b)      The subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
                  thereof, will be filed on or before the fifteenth calendar day
 [X]              following the  prescribed  due date; or the subject  quarterly
                  report of transition  report on Form 10-Q, or portion  thereof
                  will be filed on or before the fifth  calendar  day  following
                  the prescribed due date; and

         (c)      The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.






PART III -- NARRATIVE

State below in reasonable  detail the reasons why Form 10-K,  11-K,  20-F, 10-Q,
N-SAR,  N-CSR or the transition  report or portion  thereof,  could not be filed
within the prescribed time period.

The Company needs to reconcile  several items on the financial  statements prior
to filing.


PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification:



         John P. Ryan                    843                    842-4048
- --------------------------------    ----------------     -----------------------
            (Name)                    (Area Code)          (Telephone Number)



(2)      Have all other periodic  reports  required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  registrant  was required to file such  report(s)  been
         filed? If answer is no, identify report(s).

         [X] YES        | |  No

(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

         [ ] YES        |X|  No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of results cannot be made.


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                          Cadence Resources Corporation
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                  (Name of Registrant as Specified in Charter)
   has caused this notification to be signed on its behalf by the undersigned
                           hereunto duly authorized.

                               By:  /s/ John P. Ryan
Date  February 14, 2005             --------------------------------------------
      ------------------            John P. Ryan
                                    Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).
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