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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 641 LEXINGTON AVENUE 25TH FLOOR (Street) NEW YORK NY 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) 01/31/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/31/2005		P		200,000	A	$250,000(1)	2,190,992	I	By IRA(2)
Common Stock	01/31/2005		P		360,000	A	$450,000(1)	400,000	I	By Trust(3)
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Comon Stock	$2.5							10/01/2003	10/01/2008	Common Stock	100,000		100,000	I	By Spouse as Custodian(4)
Warrants to Purchase Comon Stock	$4							04/05/2004	04/05/2007	Common Stock	57,375		57,375	I	By Spouse as Custodian(5)
Warrants to Purchase Comon Stock	$4							04/05/2004	04/05/2007	Common Stock	31,875		31,875	I	By IRA(2)
Warrants to Purchase Comon Stock	$1.75	01/31/2005		P		200,000		(6)	01/31/2009	Common Stock	200,000	$0(1)	200,000	I	By IRA(2)
Warrants to Purchase Comon Stock	$1.75	01/31/2005		P		360,000		(6)	01/31/2009	Common Stock	360,000	$0(1)	360,000	I	By Trust(3)
Warrants to Purchase Comon Stock	$4	01/31/2005		J(7)			76,500	04/05/2004	04/05/2007	Common Stock	76,500	$0(7)	0	D
Warrants to Purchase Comon Stock	$1.25	01/31/2005		J(7)		76,500		04/05/2004	04/05/2007	Common Stock	76,500	$0(7)	76,500	D
Warrants to Purchase Comon Stock	$1.25	01/31/2005		P		1,821,000		(6)	01/31/2009	Common Stock	1,821,000	$0(8)	2,186,000	D

Explanation of Responses:

1. These securities were issued to the holder of such securities pursuant to a Securities Purchase Agreement, dated January 31, 2005, between Cadence and certain investors, pursuant to which Cadence sold units consisting of common stock and warrants to purchase common stock for $1.25 per unit. The purchase price listed in Table I includes the purchase of the warrants listed in Table II.

2. 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.

3. 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.

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

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

6. The warrant to purchase common stock contains a provision which prohibits the holder from exercising the warrant if the holder and his, her or its affiliates would own in excess of the 4.99% of the Cadence's outstanding common stock. The percentage may be increased by the holder on 61 days notice to the Issuer up to a maximum of 19.99%. Since Nathan A. Low already owns in excess of 10% of the common stock of the Cadence, this warrant is not currently exercisable.

7. Amendment of outstanding warrant resulting in a deemed cancellation of the original warrant and the grant of a replacement warrant.

8. These securities were issued to Nathan A. Low by Cadence as compensation for his services in connection with the private placement described in footnote 1.

	/s/ Nathan A. Low	02/15/2005
	** Signature of Reporting Person	Date
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