10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB/A

Amendment No. 4

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2006.

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from:

Commission file number: 000-25170

Aurora Oil & Gas Corporation

^{(Exact name of small business issuer as specified in its charter)}

Utah

^{(State or other jurisdiction of incorporation or organization)}

87-0306609

^{(IRS Employer Identification No.)}

4110 Copper Ridge Drive, Suite 100, Traverse City, MI 49684

^{(Address of principal executive offices)}

(231) 941-0073

^{(Issuer’s telephone number)}

Cadence Resources Corporation

^{(Former name, former address and former fiscal year, if changed since last report)}

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 82,025,017.

Transitional Small Business Disclosure Format (Check one): Yes £ No S

EXPLANATORY NOTE

This Quarterly Report on Form 10-QSB/A is being filed as Amendment No. 4 (“Amendment No. 4”) to the Quarterly Report on Form 10-QSB of Aurora Oil & Gas Corporation for the quarterly period ended June 30, 2006, which was filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2006 (the “Original Form 10-QSB”). This Amendment No. 4 is being filed solely for the purpose of filing a revised redacted Exhibit 10.11 to the Original Form 10-QSB.

Except as described above, no other changes have been made to the Original Form 10-QSB as previously amended by Amendment Nos. 1, 2, and 3, and this Amendment No. 4 does not otherwise attempt to update the information set forth in the Original Form 10-QSB as previously amended.

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PART II

ITEM 6. EXHIBITS

3.1(2)	Restated Articles of Incorporation of Aurora Oil & Gas Corporation.
3.2(2)	Bylaws of Aurora Oil & Gas Corporation.
4.1	Articles of Amendment to Articles of Incorporation, relating to the Class A Preferred Stock. (Filed as an exhibit to our Form 10-KSB for the fiscal year ended September 30, 2003, filed with the SEC on January 13, 2004.)
10.1	Securities Purchase Agreement between Cadence Resources Corporation and the investors signatory thereto, dated April 2, 2004. (Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 5, 2004.)
10.2	Agreement and Plan of Merger dated as of January 31, 2005 between Cadence Resources Corporation, Aurora Acquisition Corp. and Aurora Energy, Ltd. (Filed as an exhibit to our Form S-4 Registration Statement filed with the SEC on May 13, 2005.)
10.3(1)	Asset Purchase Agreement with Nor Am Energy, L.L.C., Provins Family, L.L.C. and O.I.L. Energy Corp. dated January 10, 2006.
10.4(1)	First Amendment to First Amended and Restated Note Purchase Agreement between Aurora Antrim North, L.L.C., et al., and TCW Asset Management Company, dated January 31, 2006.
10.5(1)	Credit Agreement among Aurora Antrim North, L.L.C., et al. and BNP Paribas, et al., dated January 31, 2006.
10.6(1)	Intercreditor and Subordination Agreement among BNP Paribas, et al., TCW Asset Management Company, and Aurora Antrim North, L.L.C., dated January 31, 2006.
10.7(1)	Promissory Note from Aurora Energy, Ltd. to Northwestern Bank dated January 31, 2006.
10.8(1)	Confirmation from BNP Paribas to Aurora Antrim North, L.L.C., dated February 22, 2006 relating to gas sale commitment.
10.9	2006 Stock Incentive Plan. (Filed as an exhibit to our Form S-8 Registration Statement filed with the SEC on May 16, 2006.)
10.10(2)	Employment Agreement with Ronald E. Huff dated June 19, 2006.
10.11(3)	Letter Agreement with Bach Enterprises dated July 10, 2006.
10.12(2)	First Amendment to Credit Agreement between Aurora Antrim North, L.L.C., et al. and BNP Paribas dated July 14, 2006.
10.13(2)	The Denthorn Trust Commercial Guaranty of obligations to Northwestern Bank.
10.14(2)	William W. Deneau Commercial Guaranty of obligations to Northwestern Bank.
10.15(2)	White Pine Land Services, Inc. Commercial Pledge Agreement to Northwestern Bank.
10.16(2)	The Denthorn Trust Commercial Pledge Agreement to Northwestern Bank.
15(2)	Awareness letter from Rachlin Cohen & Holtz, LLP
31.1**	Rule 13a-14(a) Certification of Principal Executive Officer.
31.2**	Rule 13a-14(a) Certification of Principal Financial and Accounting Officer.
32.1**	Section 1350 Certification of Principal Executive Officer.
32.2**	Section 1350 Certification of Principal Financial and Accounting Officer.

⁽¹⁾ Filed as an exhibit to our Form 10-KSB for the fiscal year ended December 31, 2005, filed with the SEC on March 31, 2006.

⁽²⁾ Filed on August 7, 2006 with our initial Form 10-QSB for the quarter ended June 30, 2006.

⁽³⁾ Portions of this Exhibit were omitted and have been filed separately with the Secretary of the SEC pursuant to the Company’s Amended Application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

** Filed with this report.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned duly authorized.

	AURORA OIL & GAS CORPORATION
Date: January 30, 2008	By:	/s/ William W. Deneau
		William W. Deneau, Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Barbara E. Lawson
		Barbara E. Lawson, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX-10.11

Exhibit 10.11

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted materials have been filed separately with the Securities and Exchange Commission.

Bach Enterprises

2777 Lynx Lane

Kingsley, Michigan 49649

July 10^th, 2006

Aurora Oil & Gas Corporation

Attn: William Deneau

4110 Copper Ridge Drive

Suite 100

Traverse City, MI 49684

Re: Purchase of Certain Assets

Dear Mr. Deneau:

This letter indicates the binding agreement of Aurora Oil & Gas Corporation ("AOG"), or its wholly owned subsidiary ("Buyer"), to purchase all of the assets held by Bach Enterprises, Inc. ("Company") (including certain assets used by the Company but owned by Bach Energy LLC ("Energy")). Richard and Robin Bach (collectively, "Stockholders") agree to cause. Company to carry out the terms and conditions contained in this letter of intent ("Letter of Intent").

1. Form. Stockholders will cause Company to transfer its assets into Buyer or Buyer's designated wholly owned subsidiary in the form of a tax-deferred exchange pursuant to 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended.

2. Assets Involved & Liabilities Assumed. Prior to the asset transfers to Buyer, Stockholders will transfer to Company all of Stockholders' interest in all intellectual property previously developed by them, and will transfer the assets set forth on the attached Exhibit A, which are held by Energy (which includes certain equipment, intellectual property, and majority interests in certain oil and natural gas assets described on Exhibit B). In addition to the assets on Exhibit B, the assets of Company to be transferred to Buyer shall include the Company's assets listed on Exhibit C. Buyer shall assume no liabilities other than trade payables and other liabilities disclosed on Company's financial statements or the attached Exhibit D.

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3. Oil & Gas Working Interests. Energy will retain its working interest in producing properties. As to undeveloped leasehold (prospects), Energy will assign to Company all of its working interest in each lease, reserving an overriding royalty interest in each lease equal to .5 x (.20 - existing lease burdens). The reserved overriding royalty interest shall bear the same production and post-production costs as the lessor's royalty in the oil and gas lease(s) from which the overriding royalty interest is derived. Company will bear a 3% carried working interest (at 80% nri in favor of third parties) to the tanks (if oil) or to the meter (if gas). Company can then recoup out of production attributable to the carried working interest the costs from total depth to the tanks or meter, as the case may be. The stated carried working interest shall be owned by a certain third party as to 2%, and another third party as to 1%. Energy shall also have the right to participate to the extent of up to an undivided 10% working interest at cost in any wells drilled by Aurora on the leasehold assigned, subject to its proportionate share of the carried working interests in favor of third parties. Company's interests, as assigned from Energy to Company per the above, shall be transferred as part of the assets transferred to Buyer's subsidiary at the closing.

4. RB Investment LLC. RB Investments LLC, which is controlled by Stockholders, shall convey to Company prior to the closing all membership interests in Aurora Antrim North, LLC and Aurora Holdings, L.L.C. claimed by RB Investments, LLC, a Michigan limited liability company. Such LLC interests shall be part of the assets transferred by Company to Buyer.

5. Purchase Price. The purchase price will be $4.7 million worth of AOG stock, plus $765,000 of cash. The number of AOG shares to be transferred at closing shall be based on a per share price equal to the average of the AMEX daily closing prices for the 30-day calendar period immediately preceding (and: not: including) the day of closing. The purchase price shall be allocated as follows:

AOG Stock:	4,700,000
		3,850,000	Bach Enterprise corporation value
		250,000	intellectual property
		600,000	oil and gas interests from Bach Energy added
		4,700,000	TOTAL—for Bach Enterprises and certain assets in Bach Energy
Cash at closing:	765,000	400,000	salary down payment
		100,000	covenant not to compete payments
		200,000	oil & gas interests purchased for cash
		65,000	based on $450,000 value of real estate less $385,000 of debt
TOTAL OF ABOVE:	5,465,000
***	***

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6. AOG Stock. The AOG stock to be transferred at closing will be unregistered, unrestricted stock that is subject to Rule 144 trading limitations. There will be a one-year lock-up period for the AOG stock transferred at closing, during which time the AOG stock may not be sold (however, this lock-up period will not prohibit Stockholders from selling any shares in Buyer that were previously acquired and Stockholders shall not be subject to Rule 144 limitations for their previously acquired stock).

7. Closing Date. Closing shall occur within 90 days of this letter.

8. Employment. Each of Stockholders will become employees of Buyer's subsidiary (with performance guaranteed by Buyer) and will enter into employment agreements having five-year terms. The total salary to be paid to each of the Stockholders over the five-year term shall be at least ***. Neither Stockholder's employment may be terminated without just cause. In the event of a termination without just cause, 75% of the compensation due for the remainder of the employment term will be due and payable as liquidated damages. Stockholders will be eligible to receive and included in the stock options pool for Buyer's current key employees.

9. Employee Bonuses. Bonus opportunities will be discussed by the parties after the closing.

10. Covenant Not to Compete; Confidential Information. Stockholders will agree not to compete anywhere in the United States during their employment and for a period of one year following the termination of their employment; provided, however, Stockholders shall not compete during the remaining term of their employment agreement, plus one year, if Buyer pays the liquidated damages indicated in Section 8 following Buyer's termination without cause. Stockholders will agree not to use any confidential information regarding Company and Buyer. In exchange for the covenants not to compete and in addition to payment of the Price as stated above, each Seller shall be paid $***.

11. Confidentiality Information. Prior to closing, Buyer and its agents will keep all information which is proprietary to Stockholders or Company confidential ("Confidential Information") and shall refrain from disclosing such without the prior written approval of Stockholders. In the event this agreement is breached and the closing does not occur, Buyer will, upon Stockholders' request, return to Stockholders or destroy all copies of documents within Buyer's possession or control containing information Stockholders have provided to Buyer. The confidentiality obligations contained herein will not be deemed to restrict the use and/or disclosure by Buyer of any information that is or becomes publicly known or within the public domain without the breach of this Letter of Intent by Buyer or that is required by any court or governmental agency or authority. Without limiting its remedies, Stockholders are expressly granted a right to enforce the confidentiality obligation contained in this paragraph by injunctive relief.

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12. Costs and Expenses. Each party will bear its own costs and expenses in connection with the proposed transactions, including without limitation, the costs of their respective legal counsel, brokers, accountants, engineers, and other professional advisors.

13. Governing Law. The purchases contemplated herein and all related documents shall be governed by and enforced under Michigan law.

14. Due Diligence. Buyer shall have a period of 60 days to conduct its due diligence; provided, however, Buyer shall be required to close unless Buyer discovers information during its due diligence period that materially and adversely affects the value of the Company or if Buyer discovers liens other than Company's bank debt and business lines of credit. An item (or items cumulatively) shall be considered material if it exceeds 5% of the purchase price indicated in Section 5. During the 60-day due diligence period, Buyer may send representatives to Company's place of business and Stockholders shall provide and make available to Buyer's representatives all existing documentation reasonably requested by Buyer. If Buyer discovers an item (or items) it considers as material, it shall give Stockholders written notice of such items and allow the Stockholders. or the Company a period of 30 days to remedy the item(s); Buyer shall close if the item is remedied or eliminated.

15. Representations & Warranties. Stockholders shall represent that the assets are free and clear of liens except for disclosed bank debt and trade payables, that the assets can be freely transferred, that the obligations are binding on the. Stockholders and the Company, that there is proper corporate authority, that the business has been conducted in compliance with laws, and that there is no pending or threatened proceedings. Buyer shall otherwise acquire the Company's assets in an "as is - where is" condition. A brief Asset Purchase Agreement shall be prepared consistent with this Section; it shall be prepared within 30 days of the last party signing this letter.

16. Real Estate. Buyer shall acquire from Stockholders (and their co-owner) the limited liability company known as Kingsley Development LLC ("Kingsley"), which holds the office used by the Company. The price for the real estate shall be the portion of the purchase price indicated in Section 4 above plus assumption of the mortgage against the real estate. Title to the real estate shall effectively be conveyed by transferring the LLC membership interests in Kingsley to Buyer. Stockholders represent that they own voting control of Kingsley and have authority to cause the transfer of the real estate held by Kingsley in the event the third LLC member of Kingsley will not agree to convey his LLC interest.

Once signed, this Letter of Intent is binding on and constitutes the agreement of the parties. This Letter of Intent is intended to impose an obligation on Stockholders and Buyer to bargain in good faith to the extent necessary to agree to further details of the transaction.

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Please indicate your agreement with the Letter of Intent by signing below. This Letter of Intent may be signed in any number of counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one instrument. Buyer's signature hereto shall mean that Buyer's board of directors has consented to the terms herein or that the board has delegated authority to effectuate this transaction, pursuant to the terms hereof, to the corporate officers signing this letter agreement on behalf of Buyer.

Very truly yours,   /s/ Richard G. Bach   Richard G. Bach     /s/ Robert W. Bach   Robin W. Bach

Accepted and agreed to on July 10^th , 2006.

Aurora Oil & Gas Corporation
By:	/s/ William W. Deneau
	William W. Deneau, its President

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, William W. Deneau, Chief Executive Officer (Principal Executive Officer) of Aurora Oil & Gas Corporation, certify that:

1. I have reviewed this amended report on Form 10-QSB of Aurora Oil & Gas Corporation;

2. Based on my knowledge, this amended quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this amended quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the period presented in this report;

4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the small business issuer and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. disclosed in this amended report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

January 30, 2008	By:	/s/ William W. Deneau
	William W. Deneau
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Barbara E. Lawson, Chief Financial Officer (Principal Financial and Principal Accounting Officer) of Aurora Oil & Gas Corporation, certify that:

1. I have reviewed this amended report on Form 10-QSB of Aurora Oil & Gas Corporation;

2. Based on my knowledge, this amended quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this amended quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the period presented in this report;

4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the small business issuer and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. disclosed in this amended report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

January 30, 2008	By:	/s/ Barbara E. Lawson
	Barbara E. Lawson, Chief Financial Officer
	(Principal Financial and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

Certificate of Chief Executive Officer as required by 18 U.S.C. Section 1350

In connection with the accompanying amended Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2006 (the "Report") of Aurora Oil & Gas Corporation ("Aurora") as filed with the Securities and Exchange Commission on January 30, 2008, I, William W. Deneau, Chief Executive Officer (Principal Executive Officer) of Aurora, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Aurora.

January 30, 2008	By:	/s/ William W. Deneau
	William W. Deneau
	Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to Aurora Oil & Gas Corporation and will be retained by Aurora Oil & Gas Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certificate of Principal Accounting Officer as required by 18 U.S.C. Section 1350

In connection with the accompanying amended Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2006 (the "Report") of Aurora Oil & Gas Corporation ("Aurora") as filed with the Securities and Exchange Commission on January 30, 2008, I, Barbara E. Lawson, Chief Financial Officer (Principal Financial and Principal Accounting Officer) of Aurora, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Aurora.

January 30, 2008	By:	/s/ Barbara E. Lawson
	Barbara E. Lawson, Chief Financial Officer
	(Principal Financial and Principal Accounting Officer)

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to Aurora Oil & Gas Corporation and will be retained by Aurora Oil & Gas Corporation and furnished to the Securities and Exchange Commission or its staff upon request.