SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LOW NATHAN A

(Last)

(First)

(Middle)

C/O SUNRISE SECURITIES CORP.

641 LEXINGTON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CADENCE RESOURCES CORP [ CDNR.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,990,992	I	By IRA⁽¹⁾
Common Stock								40,000	I	By Trust⁽²⁾
Common Stock								131,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$2.5							10/01/2003	10/01/2008	Common Stock	100,000		100,000	I	By Spouse as Custodian⁽³⁾
Warrant to Purchase Common Stock	$4	04/02/2004		A		57,375		04/02/2004	04/02/2007	Common Stock	57,375	$0⁽⁴⁾	57,375	I	By Spouse as Custodian⁽⁵⁾
Warrant to Purchase Common Stock	$4	04/02/2004		A		31,875		04/02/2004	04/02/2007	Common Stock	31,875	$0⁽⁴⁾	31,875	I	By IRA⁽¹⁾
Warrant to Purchase Common Stock	$4	04/02/2004		A		76,500		04/02/2004	04/02/2007	Common Stock	76,500	$0⁽⁶⁾	76,500	D

Explanation of Responses:

1. Owned by the Nathan A. Low Roth IRA. Nathan A. Low makes all of the investment and voting decisions for the Nathan A. Low Roth IRA.

2. Owned by the Nathan A. Low Family Trust. Nathan A. Low's spouse is the trustee of the trust and Nathan A. Low's minor children are the beneficiaries of the trust.

3. Owned by Nathan A Low's spouse as custodian for minor children.

4. These warrants were issued to pursuant to a Securities Purchase Agreement, dated April 2, 2004, between Cadence and certain investors, pursuant to which Cadence sold $6,000,000 of units consisting of a $50,000 note and warrants to purchase 6,375 shares of Cadence's Common Stock to certain accredited investors.

5. Nathan A. Low's spouse owns these warrants as custodian for Gabriel S. Low under the Uniform Gift to Minors Act.

6. These shares were issued to Nathan A. Low by Cadence as compensation for his services in connection with a private placement of notes and warrants to purchase common stock by Cadence that closed in April 2, 2004.

	/s/ Nathan A. Low	05/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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