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 14, 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 5.05 Amendments to the Registrant's Code of Ethics.

      (a) On February 10, 2006, the Corporation's Board of Directors adopted a
Code of Conduct and Ethics. A copy of the Code of Conduct and Ethics is attached
as Exhibit 14.

Item 9.01 Financial Statements and Exhibits

      c. EXHIBIT INDEX

Exhibit No.    Description
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14.            Code of Conduct and Ethics

                                   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 14, 2006.

                                        CADENCE RESOURCES CORPORATION


Date:  February 14, 2006                /s/William W. Deneau
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                                        By: William W. Deneau
                                        Its: President