EXHIBIT 31.2
                                  CERTIFICATION

I, Lorraine M. King, Chief Financial Officer (Principal Financial and Accounting
Officer) of Cadence Resources Corporation, certify that:

1.     I have reviewed this report on Form 10-KSB of Cadence Resources
       Corporation;

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 small business issuer as of, and for, the periods presented
       in this annual 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 annual 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 report any change in the small business issuer's
              internal control over financial reporting that occurred during the
              small business issuer's fourth 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.



March 31, 2006           By:   /s/ Lorraine M. King
                             ---------------------------------------------------
                              Name:  Lorraine M. King
                              Title: Chief Financial Officer
                                    (Principal Financial and Accounting Officer)