Exhibit 31.2
                                  CERTIFICATION

I, John P. Ryan, Vice President (Principal Financial and Accounting Officer) of
Cadence Resources Corporation, certify that:

      1.    I have reviewed this report on Form 10-KSB/A 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 registrant, 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 most recent fiscal
                  quarter (the small business issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially affect, the small business
                  issuer's internal control over financial reporting;

      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 registrant's auditors and the audit
            committee of 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.


                                     /s/ John P. Ryan
                                     -------------------------------------------
                                     John P. Ryan
                                     Vice President (Principal
                                     Financial and Accounting Officer)
                                     January 28, 2005