Exhibit 31


                                  CERTIFICATION


I,  Howard  M.  Crosby,   President  of  Cadence  Resources  Corporation.   (the
"Company"), certify that:

     1.   I have reviewed this report on Form 10-KSB of the Company;

     2.   Based on my knowledge,  this annual 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 annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the  Company as of, and for,  the periods  presented  in
          this annual report;

     4.   The Company's  other  certifying  officers and I are  responsible  for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the Company and
          have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating  to the  Company,  including  its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               report in being prepared;

          b.   evaluated the effectiveness of the Company's  disclosure controls
               and  procedures  as of a date  within 90 days prior to the filing
               date of this annual report (the "Evaluation Date"); and

          c.   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The Company's other certifying officers and I have disclosed, based on
          our  most  recent  evaluation,  to  the  Company's  auditors  and  the
          Company's Board of Directors:

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls  which could  adversely  affect the  Company's
               ability to record,  process,  summarize and report financial data
               and have  identified  for the  Company's  auditors  any  material
               weaknesses in internal controls; and

          b.   any fraud,  whether of not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   The Company's other  certifying  officers and I have indicated in this
          annual  report  whether  there were  significant  changes in  internal
          controls or in other factors that could  significant  affect  internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.


                                  /s/ Howard M. Crosby
                                  ----------------------------------------------
                                  Howard M. Crosby
                                  President (Principal Executive Officer)
                                  January 12, 2004
<PAGE>


                                  CERTIFICATION

I, John P. Ryan, Chief Financial Officer of Cadence  Resources  Corporation (the
"Company"), certify that:

     1.   I have reviewed this report on Form 10-KSB of the Company;

     2.   Based on my knowledge,  this annual 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 annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the  Company as of, and for,  the periods  presented  in
          this annual report;

     4.   The Company's  other  certifying  officers and I are  responsible  for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the Company and
          have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating  to the  Company,  including  its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               report in being prepared;

          b.   evaluated the effectiveness of the Company's  disclosure controls
               and  procedures  as of a date  within 90 days prior to the filing
               date of this annual report (the "Evaluation Date"); and

          c.   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The Company's other certifying officers and I have disclosed, based on
          our  most  recent  evaluation,  to  the  Company's  auditors  and  the
          Company's Board of Directors:

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls  which could  adversely  affect the  Company's
               ability to record,  process,  summarize and report financial data
               and have  identified  for the  Company's  auditors  any  material
               weaknesses in internal controls; and

          b.   any fraud,  whether of not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   The Company's other  certifying  officers and I have indicated in this
          annual  report  whether  there were  significant  changes in  internal
          controls or in other factors that could  significant  affect  internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.



                                  /s/ John P. Ryan
                                  ----------------------------------------------
                                  John M. Ryan
                                  Chief Financial Officer (Principal
                                  Financial and Accounting Officer)
                                  January 12, 2004