Exhibit 3.2


                                     BY-LAWS
                                       OF

                          CADENCE RESOURCES CORPORATION
                               a Utah Corporation

                     ARTICLE I. NAME, SEAL AND OFFICES, ETC.
                     --------------------------------------

     Section  1.  Name:  The  name  of  the  corporation  is  Cadence  Resources
Corporation.

     Section 2. Seal: The seal of the  corporation  shall be in such form as the
Board of Directors shall from time to time prescribe.

     Section 3. Offices:  The registered  office of the corporation  shall be in
the City of Salt Lake, State of Utah, or in any nearby town. The corporation may
also have  offices at such other  places  within or without the State of Utah as
the Board of Directors may from time to time establish.

     Section 4. Book of By-Laws:  These By-Laws shall be recorded in a book kept
in the in the  office  of the  corporate  secretary,  to be known as the Book of
By-Laws, and no By Laws, or repeal or amendment thereof, shall take effect until
so  recorded  in such book.  Said book may be  inspected  at said  office by the
public during office hours of each day except holidays.

                            ARTICLE II. SHAREHOLDERS
                            ------------------------

     Section 1.  Annual  Meetings  of  Shareholders:  The annual  meeting of the
Shareholders for the election of Directors and for such other business as may be
laid  before  such  meeting  shall  be  held  in the  registered  office  of the
corporation,  or at such other place  within or without the State of Utah as the
Board of Directors may from time to time appoint, during the month of April. Any
corporate business may be transacted at such meeting.

     Section 2.  Special  Meetings  of  Shareholders:  Special  meetings  of the
Shareholders  may be  called  at any  time by the  Board of  Directors,  and the
Shareholders  may meet at any convenient  place,  within or without the State of
Utah,  designated in the call for such meeting. If more than eighteen months are
allowed to elapse  without  the annual  Shareholders  meeting  being  held,  any
Shareholder  may call such  meeting to be held at the  registered  office of the
corporation.  At  any  time,  upon  written  request  of  any  Director  or  any
Shareholder or  Shareholders  holding in the aggregate  one-fifthh of the voting
power of all  Shareholders,  it shall  be the  duty of the  Secretary  to call a
special meeting of Shareholders to be held at the registered office at such time
as the Secretary may fix, not less than fifteen nor more than  thirty-five  days
after the receipt of said request,  and if the Secretary shall neglect or refuse
to issue such call,  the  Director or  Shareholder  or  Shareholders  making the
request may do so.


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     Section 3. Adjourned Meetings: An adjournment or adjournments of any annual
or special meeting may be taken without a new notice being given.

     Section 4.  Notice of  Meetings:  A written  notice of the time,  place and
purpose of meetings,  including annual meetings, shall be given by the Secretary
or other person  authorized  so to do, to all  stockholders  entitled to vote at
such meeting,  at least ten days prior to the day named for the meeting. If such
written notice is placed in the United States mail,  postage prepaid,  addressed
to a Shareholder at his last known, post office address,  notice shall be deemed
to have been given him.

     Section  5.  Waiver of  Notice:  Notice of time,  place and  purpose of any
meeting of  Shareholders  may be waived by the written  assent of a  Shareholder
entitled to notice, filed with or entered upon the records of the meeting before
or after the holding thereof.

     Section 6. Action  Without  Formal  Meeting:  Any action  which,  under any
provision  of the Laws of Utah,  or the  Articles or By-Laws,  may be taken at a
meeting  of  Shareholders,  may be taken  without a meeting if  authorized  by a
writing  signed by a majority  of the holders of shares who would be entitled to
notice of a meeting for such purpose.  Whenever a certificate  in respect to any
such  action,  is  required by the Laws of Utah to be filed in the office of the
County Recorder or in the office of the Secretary of State, the officers signing
the same  shall  therein  state that the  action  was  authorized  in the manner
aforesaid.

     Section 7. Waiver of Invalid Call or Notice:  When all the  Shareholders of
this  corporation  are present at any meeting,  however called or notified,  and
sign a written consent thereto on the record of such meeting, the doings of such
meeting are as valid as if had at a meeting legally called and notified.

     Section  8.  Voting:  Every  Shareholder  shall  have  the  right  at every
Shareholders meeting to one vote for every share of stock standing in his or her
name on the books of the  Corporation  on the record  date fixed as  hereinafter
provided,  or, if no such date has been fixed, ten days prior to the time of the
meeting,  and in voting for Directors,  but not  otherwise;  he may cumulate his
votes in the  manner  and to the  extent  permitted  by the laws of the State of
Utah.  The Board of  Directors  may fix a time not more than forty days prior to
the date of any  meeting  of the  stockholders  as the  record  date as of which
stockholders  entitled  to  notice  of and to  vote  at such  meeting  shall  be
determined.  At each meeting of the stockholders a full, true and complete list,
in alphabetical order, of all the stockholders  entitled to vote at such meeting
and indicating the number of shares held by each,  certified by the Secretary or
transfer agent,  shall be furnished,  which list shall be open to the inspection
of the stockholders.  Shareholders may vote at all meetings, either in person or
by proxy appointed by instrument in writing,  subscribed by the  Shareholders or
his duly authorized attorney in fact, executed and filed with, the Secretary not
less than one day before the meeting which shall be named therein.  Shareholders
may also be  represented  at all meetings by persons  holding  general  power of
attorney.  At least twenty-four hours prior to any meeting,  powers of attornery
or proxies shall be


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submitted to the Secretary for examination.  The certificate of the Secretary as
to the  regularity of such powers of attorney or proxies and as to the number of
shares held by the persons who severally and  respectively  executed such powers
of attorney or proxies  shall be received as prima facie  evidence of the number
of shares  held by the holder of such  powers of  attorney  or  proxies  for the
purpose  of  establishing  the  presence  of a  quorum  at such  meeting  or for
organizing the same, and for all other purposes.

     Section.  9.  Quorum:  Except as  otherwise  provided  in the  Articles  of
Incorporation at any meeting of the Shareholders,  the presence, in person or by
proxy,  of the  holders of a majority  of the voting  power of all  Shareholders
shall constitute a quorum: The Shareholders  present at a duly organized meeting
can continue to do business until adjournment, notwithstanding the withdrawal of
enough  Shareholders  to leave  less than a quorum.  If a  Shareholders  meeting
cannot  be  organized  because a quorum  has not  attended,  those  Shareholders
present may  adjourn  the meeting to such time and place as they may  determine,
but in case of any  meeting  called for the  election  for  Directors  those who
attend the second of such adjourned meetings, though less than a majority of the
voting powers of all shareholders,  shall nevertheless,  constitute a quorum for
the purpose of electing Directors. Whenever all Shareholders entitled to vote at
any  meeting  consent,  either by writing on the records of the meeting or filed
with the Secretary of the Corporation,  or by presence at such meeting,  an oral
consent entered on the minutes,  or by taking part in the  deliberations at such
meeting  without  objection,  the doings of such meeting shall be as valid as if
had at a meeting  regularly  called and noticed and at such meeting any business
may be  transacted  which is not  excepted  from the  written  consent or to the
consideration of which no objection from want of notice is made at the time, and
if any meeting be  irregular  for want of notice or of such  consent  provided a
quorum was  present at such  meeting,  the  proceedings  of said  meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all the  Shareholders  having the right to
vote at such  meeting and such  consent or approval  of  Shareholders  may be by
proxy or power of attorney in writing.

                             ARTICLE III. DIRECTORS
                             ----------------------

     Section 1. Number and Election:  The business of the  corporation  shall be
managed by a Board of at least three  Directors or of such other  number  (which
shall not be less than three nor more than nine) as may be determined  from time
to time by the Board of Directors. A Director shall hold office for the term for
which he was named or elected and until his successor is elected and  qualified,
except as hereinafter otherwise provided. Directors shall be chosen by ballot.

     Section  2.  Annual  Meetings:  The Board of  Directors  may hold its first
annual  meeting and all  subsequent  annual  meetings  after its election by the
Shareholders,  without  notice and at such place  within or without the State of
Utah as the Board of Directors may from time to time appoint, for the purpose of
organization,  the election of officers,  and the transaction of other business.
At such meetings the Board shall elect a president, a Secretary and a Treasurer,
and may  elect  one or more  Vice-Presidents,  an  Assistant  Secretary  and an.
Assistant Treasurer.

     Section 3. Special Meetings: Special meetings of the Board of Directors may
be called


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by the  President  or any  Vice-President  or by any two members of the Board of
Directors.

     Section 4. Notice of Meetings: Notice of all Director's meetings, except as
herein otherwise provided, shall be given either by mail, telephone,  telegraph,
or personal  service of notice,  oral or  written,  at such time or times as the
person or persons calling the meeting may deem reasonable,  but in no event upon
less than three days notice.  Special  meetings of the Board may be held at such
place  within or without  the State of Utah as the Board of  Directors  may from
time to time  appoint.  Notice of any  meeting  may be  waived  by any  Director
entitled to notice  before or after the  holding  thereof by his written or oral
assent and the presence of any Director at any meeting,  even though without any
notice,  shall constitute a waiver of notice.  Unless otherwise indicated in the
notice thereof any and all business may be transacted at any Director's meeting.

     Section 5. Quorum: At all meetings of the Board a majority of the Directors
shall be necessary and sufficient to constitute a quorum for the  transaction of
business,  and the acts of a majority of the Directors present at any meeting at
which a quorumm is present shall be the acts of the Board of  Directors,  except
as may be  otherwise  specifically  provided  for  herein  or by law.  If at any
meeting  there is less than a quorum  present,  a majority of those  present may
adjourn  the  meeting  from time to time  without  further  notice to any absent
Director.

     Section 6. Removal: A Director may be removed either with or without cause,
by two-thirds of the vote of the  Shareholders  at a special  meeting called for
that purpose.

     Section  7.  Vacancies:  Any  vacancy in the Board of  Directors  occurring
during the year may be filled for the unexpired  portion of the term and until a
successor is elected and  qualified,  either:

          (a)  at the next  annual  meeting of  Shareholders  or at any  special
               meeting of the Shareholders duly called for that purpose and held
               prior thereto, or

          (b) by a majority of the remaining members of the Board.

     Section 8. Powers:  All the corporate powers,  except such as are otherwise
provided for in the Articles of Incorporation,  in these By-Laws and by the laws
of the State of Utah, shall be, and are, hereby vested in and shall be exercised
by the Board of Directors.

     Section 9. Committees:  The Board of Directors may, by resolution passed by
a  majority  of the  whole  Board,  designate  two or more of  their  number  to
constitute  Committees  to  serve  during  the  pleasure  of  the  Board,  which
Committees  shalt have and exercise the authority of the Board in the management
of the business of the corporation to the extent  authorized by said resolution.
Such  Committees may also be constituted to meet the regulatory  requirements of
the various government entities as well as the requirements of the various stock
exchanges. All action taken by such Committees shall be reported to the Board of
Directors at its meeting next  succeeding  such action,  and shall be subject to
revision or alteration by the Board; providing,  however, that no rights or acts
of third  parties  shall be  affected  by any such  revision  or  alteration.  A
majority of the Committee  members present at a meeting thereof shall constitute



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a quorum. Vacancies in the Committees shall be filled by the Board of Directors.
Each Committee shall fix its own rules of procedure including the time and place
of and method or manner off calling meetings thereof.

                              ARTICLE IV. OFFICERS
                              --------------------

     Section  1.Officers:  The Officers of the Corporation shall be a President,
Secretary and Treasurer,  and, in the discretion of the Board of Directors,  one
or more Vice-Presidents, and an Assistant Secretary, and an Assistant Treasurer,
each of whom shall be elected at a meeting of and by the Board of Directors.

     Any  officers  may  resign  by  mailing  a  notice  of  resignation  to the
registered  office of the  Corporation or such other office as may be designated
by the Board of  Directors.  To the extent  permitted by law,  the  resignation.
shall become effective at the time designated in the notice of resignation,  but
in no event earlier than its receipt by the Secretary or Assistant  Secretary of
the Corporation.

     In case of a vacancy of any of said  offices for any  reason,  the Board of
Directors  shall at any regular or special  meeting  elect a successor who shall
hold office for the unexpired term of his  predecessor.  Any two of the offices
of  Vice-President,  Secretary,  Treasurer,  Assistant  Secretary  and Assistant
Treasurer may be combined in one person.

     The Board of Directors may appoint such other officers and agents as may be
necessary for the business of the corporation.

     Any officer or agent may be removed by the Board of  Directors  whenever in
their  judgment  the interest of the  corporation  may be served  thereby;  such
removal,  however,  shall be without  prejudice  to the  contract  rights of the
person so removed.

     Section 2.  President:  The President  shall preside at all meetings of the
Shareholders and Directors.  He shall see that all orders and resolutions of the
Board are carried  into effect,  shall  execute all deeds,  mortgages,  bonds or
documents authorized by the Board of Directors,  and shall sign as President all
certificates  of stock,  all  contracts,  and  other  instruments,  in  writing,
excepting only those which are specifically  provided to be signed by others. He
shall from time to time as requested  report to the Board all the matters within
his knowledge of interest to the corporation, and shall also perform such duties
as may be required by the State of Utah,  these ByLaws and by order of the Board
of Directors.

     Section 3. Vice-President:  The Vice-President shall be vested with all the
powers and shall  perform  all the  duties of the  President  in the  absence or
disability of the latter.

     Section 4. Treasurer: The Treasurer shall be custodian of the corporation's
money  and  securities,   and  shall  deposit  and  withdraw  the  same  in  the
corporation's name as directed by the Board of Directors; he shall keep a record
of his accounts and report to the Board of Directors as requested.

     Section 5. Secretary:  The Secretary shall keep a record of the meetings of
the Shareholders and Board of Directors. He shall keep the books of certificates
of  stock,  fill  out and  sign  all  certificates  of  stock  issued,  and make
corresponding entries on the margin or stub of such


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book. He shall keep a debit and credit form, showing the number of shares issued
to and transferred by the Shareholders, and the dates thereof. He shall keep the
corporate  seal and  shall  affix  the same to  certificates  of stock and other
corporate instruments, and shall make such acknowledgements as may be prescribed
by the Board of Directors. The Secretary shall give or cause to be given, notice
of all meetings of  Shareholders  and Board of Directors,  and all other notices
required by the laws of the State of Utah, or by these By-Laws.

     Section 6.  Assistant  Treasurer  and  Assistant  Secretary:  The Assistant
Treasurer and Assistant  Secretary shall be vested with all the powers and shall
perform all the duties of the  Treasurer  and  Secretary,  respectively,  in the
absence of disability of the Treasurer or Secretary as the case may be.

     Section 7. Salary: The salaries of all officers shall be fixed by the Board
of Directors and the fact that any officer is a Director  shall not preclude him
from receiving a salary or from voting on the resolution providing for the same.

                                ARTICLE V. STOCK
                                ----------------

     Section 1.  Certificates of Stock:  Each Shareholder shall be entitled to a
certificate of stock signed by the President and the Secretary, or by such other
officers as are  authorized by these By-Laws or by the Board of Directors.  When
any  certificate  of stock is  signed  by a  transfer  agent or  registrar,  the
signature  of any such  corporate  officer  and the  corporate  seal  upon  such
certification may be facsimiles, engraved or printed.

     Certificates  of stock shall be numbered in the order of issuance  thereof,
and,  except  as  prescribed  by law,  shall  be in such  form as the  Board  of
Directors may determine.

     Section.  2. Transfer of Shares:  Transfer of shares of stock shall be made
on the books of the corporation only by the holder in person or by written power
of attorney duly executed and witnessed and upon surrender of the certificate or
certificates of such shares.

     Section 3. Transfer Agent and Registrar: The Board of Directors may appoint
either a transfer agent or registrar, or both of them.

     Section 4. Stock Transfer Books: Stock transfer books may be closed for not
exceeding  forty days next  preceding  the meeting of  shareholders  and for the
payment of  dividends  during such  periods as may be fixed from time to time by
the Board of Directors. During such periods no stock shall be transferable.

     Section 5. Lost or Destroyed  Certificates:  In case of loss or destruction
of a certificate of stock of this Corporation, another certificate may be issued
in its place upon proof of such loss or destruction  and the giving of a bond of
indemnity or other security satisfactory to the Board of Directors.

     In the case of shares bearing a restrictive legend, no bond of indemnity is
necessary,  however an affidavit stating the shares were lost shall be required,
as well as the payment of all transfer and special fees by the party responsible
for the loss. The Company shall then order the  replacement of the  certificates
as well as the cancellation of the reported lost certificate(s).
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                    ARTICLE VI. REPEAL OR AMENDMENT 0F BY-LAWS
                    ------------------------------------------

     Section 1. By the  Shareholders:  The power to make, amend or repeal Bylaws
shall be in the Shareholders, and the By-Laws may be repealed or amended or new
By-Laws may be adopted at any annual  Shareholders'  meeting,  or at any special
meeting of the Shareholders  called for that purpose,  by a vote  representing a
majority of the allotted shares,  or by the written consent duly acknowledged in
the same manner as conveyances of real estate required by law to be acknowledged
of the holders of a majority of the allotted  shares,  which written consent may
be in one or more instruments.

     Section 2. By the Directors:  Subject to the power of the  Shareholders  to
make, amend or repeal any By-Laws made by the Board of Directors,  a majority of
the whole  Board of  Directors  at any meeting  thereof  shall have the power to
adopt, repeal, and amend these By-Laws and to adopt additional By-Laws.

     The  foregoing  By-Laws were adopted by a majority  consent of the Board of
Directors of the corporation on the 15th day of June,  2001. I, the undersigned,
the  Secretary of the above named  corporation,  certify that the foregoing is a
true and exact copy of such adopted By-Laws of the Corporation.


                                        /s/ John Ryan
                                        ----------------------------------------
                                        John Ryan
                                        Director and Secretary/Treasurer