8-K

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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 6, 2006

                          CADENCE RESOURCES CORPORATION
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             (Exact name of registrant as specified in its charter)

            UTAH                       0-25170               87-0306609
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(State or other jurisdiction         (Commission            (IRS Employer
     of incorporation)               File Number)        Identification No.)

 4110 Copper Ridge Drive, Suite 100, Traverse City, MI                49684
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       (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (231) 941-0073


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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events.

On February 6, 2006, Cadence Resources Corporation issued a press release
announcing the receipt of $20.6 million in cash proceeds for the exercise of
certain options and warrants. A copy of the press release is included as Exhibit
99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

      c. EXHIBIT INDEX

Exhibit No.       Description
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99.1              Press Release dated February 6, 2006.

                                   SIGNATURES

According to the requirements of the Securities Exchange Act of 1939, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on February 6, 2006.

                                        CADENCE RESOURCES CORPORATION


Date:  February 6, 2006                 /s/ William W. Deneau
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                                        By: William W. Deneau
                                        Its: President

EX-99.1

Cadence Resources to Receive $20.6 Million in Cash Proceeds
From the Exercise of Certain Options and Warrants

February 6, 2006

Management team, key institutional investors and other shareholders exercise to
accelerate drilling program.

TRAVERSE CITY, MI, -- Cadence Resources Corporation (CDNR), an oil and gas
exploration and development company, today announced the exercise of options by
members of their management team and certain shareholders as well as the
exercise of warrants held by key institutional investors and other investors.
Proceeds from these exercises are in excess of $20.6 million, including almost
$750,000 from the management team. The Company intends to use the cash proceeds
to accelerate its 2006 drilling program and continue its aggressive leasehold
acquisition activity.

William Deneau, President and Chief Executive Officer commented, "These
exercises of warrants and options reflect enthusiasm for the Company's direction
and the shareholders' confidence in management to work the business plan in a
way that will accelerate growth. We believe that 2006 will be a dynamic year in
the Cadence/Aurora story."

About Cadence Resources

Cadence Resources Corporation engages in the acquisition, exploration,
production, and development of oil and natural gas properties. The Company's
current expansion activities are focused on two key non-conventional plays,
Michigan Antrim and New Albany Shale in Indiana. Cadence Resources was formed in
1969. It was formerly known as Royal Resources, Inc. and changed its name to
Royal Minerals, Inc. in 1983. Further, it changed its name to Consolidated Royal
Mines, Inc. in 1994; to Royal Silver Mines, Inc. in 1995; and to Cadence
Resources Corporation in 2001. On October 31, 2005, it closed on a reverse
merger with Aurora Energy, Ltd.


Forward-Looking Statements

Statements that are not historical facts such as anticipated drilling activity
and leasehold acquisitions, value and growth, and the future performance of
management are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Although we believe that our expectations are based on reasonable
assumptions, we can give no assurance that our goals will be achieved. Important
factors that could cause our actual results to differ materially from those
included in the forward-looking statements include the timing and extent of
changes in commodity prices for oil and gas, drilling and operating risks, the
availability of drilling rigs, the availability of transportation pipelines,
changes in laws or government regulations, unforeseen engineering and mechanical
or technological difficulties in drilling the wells, weather related delays, the
loss of existing credit facilities, availability of capital, and other risks
more fully described in our filings with the Securities and Exchange Commission.
All forward looking statements contained in this release, including any
forecasts and estimates, are based on management's outlook only as of the date
of this release and we undertake no obligation to update or revise these forward
looking statements, whether as a result of subsequent developments or otherwise.

Contact:
      Cadence Resources Corporation
      William W. Deneau, President and CEO
      Lori M. King, Chief Financial Officer
      www.auroraogc.com