GENTOR RESOURCES INC. - Quarter Report: 2008 September (Form 10-Q)

Document Template

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-130386

Gentor Resources, Inc.

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(Exact Name of registrant as specified in its charter)


Florida	20-2679777
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2289 Pahsimeroi Road

Patterson, Idaho 83253

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(Address of principal executive offices)(Zip Code)

(406) 287-3046

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(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has 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 the filing requirements for at least the past 90 days. [ X ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filed [ ]	Smaller reporting company [X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] YES [ X ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of the date of this report, there were 22,500,000 shares of the registrant's $0.0001par value Common Stock outstanding.

GENTOR RESOURCES, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Item 4.

Controls and Procedures.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

Item 1A.

Risk Factors.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Item 3.

Defaults Upon Senior Securities.

Item 4.

Submission of Matters to a Vote of Security Holders.

Item 5.

Other Information.

Item 6.

Exhibits.

SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

(a) Consolidated Balance Sheets

GENTOR RESOURCES, INC.

(An Exploration Stage Corporation)

CONSOLIDATED BALANCE SHEETS

(Stated in US dollars)


ASSETS
As at	September 30, 2008 (unaudited)	December 31, 2007 (audited)
Current
Cash & cash equivalents	$11,397	$1,712,947
Prepaid and deposits (note 4)	70,892	11,814
	82,289	1,724,761

Mineral properties (note 5)	169,000	169,000
Capital assets (note 6)	362,108	187,507

Total assets	$613,397	$2,081,268


LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$937,735	$211,384
Due to related parties (note 7)	751,797	108,331
Note payable (note 8)	207,408	-
Total Current Liabilities	1,896,940	319,715

SHAREHOLDERS’ EQUITY (DEFICIENCY)
Authorized 37,500,000 Common shares, $0.0001 par value 12,500,000 Preferred shares, $0.0001 par value
Issued and outstanding
22,500,000 Common shares (December 31, 2007 - 22,500,000)(note 9)	2,250	2,250
Paid-in capital	3,972,750	3,972,750
Deficit accumulated during exploration stage	(5,258,543)	(2,213,447)
Shareholders’ (deficiency) equity	(1,283,543)	1,761,553
Total Liabilities and shareholders’ equity	$613,397	$2,081,268

See accompanying summary of accounting policies and notes to the consolidated financial statements.

(b) Consolidated Statements of Operations and Deficit

GENTOR RESOURCES, INC.

(An Exploration Stage Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Stated in US dollars)

(unaudited)


	Three month period ended September 30,		Nine month period ended September 30,		Cumulative from inception on March 24, 2005 to September 30, 2008
	2008	2007	2008	2007
Expenses
Field Campus - House	$15,407	$6,262	$284,972	$6,262	$346,678
Surveying	750	24,383	14,532	24,383	49,665
Geochemistry	-	5,267	122,241	5,267	142,813
Geology	26,939	97,304	240,156	162,789	502,809
Drilling	(69,709)	146,474	1,805,821	146,474	2,719,868
Environmental testing	6,793	-	25,135	-	25,135
Mineral properties	-	140,000	100,000	150,000	363,045
Consulting fees - related parties	-	-	-	-	12,400
Consulting fees - other	-	-	1,150	1,200	6,759
Management fees	-	-	-	-	2,000
Professional fees	15,624	62,029	94,489	126,845	552,988
General and administrative expenses	53,227	41,334	282,482	45,117	454,325
Amortization	25,606	1,162	75,102	1,854	81,440
	(74,637)	(524,215)	(3,046,080)	(670,191)	(5,259,925)
Interest Income	-		984	-	1,382
Net Loss	$(74,637)	$(524,215)	$(3,045,096)	$(670,191)	$(5,258,543)

Basic and diluted loss per common share	$(0.00)	$(0.03)	$(0.14)	$(0.04)
Weighted average number of shares	22,500,000	17,849,817	22,500,000	17,849,817

See accompanying summary of accounting policies and notes to the consolidated financial statements.

(c) Consolidated Statements of Cash Flows

GENTOR RESOURCES, INC.

(An Exploration Stage Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US dollars)

(unaudited)


	For the nine month period ended September 30, 2008	For the nine month period ended September 30, 2007	Cumulative from inception on March 24, 2005 to September 30, 2008

CASH PROVIDED BY (APPLIED TO):
Operating activities:
Adjustments required to reconcile net loss with net cash used in operating activities
Net loss for the period	$(3,045,096)	$(670,191)	$(5,258,543)
Amortization	75,102	1,854	81,440
Shares issued for mineral properties	-	100,000	100,000
Accrued interest included in the note payable	7,408	-	7,408
Change in non cash working capital balance
Accounts payable	726,351	100,528	937,735
Prepaid and deposits	(49,078)	(20,607)	(60,892)
	(2,285,313)	(488,416)	(4,192,852)


Financing activities:
Common shares issued	-	200,000	3,875,000
Due to Canco Holding	200,000	-	200,000
Due to related parties/Advances	643,466	(44,262)	751,797
	843,466	155,738	4,826,797
Investing activities:
Purchase of capital assets	(249,703)	(13,037)	(443,548)
Mineral properties	-	(169,000)	(169,000)
Purchase of a certificate of deposit	(10,000)	-	(10,000)
	(259,703)	(182,037)	(622,548)
Net increase (decrease) in cash & cash equivalents	(1,701,550)	(514,715)	11,397
Cash and cash equivalents, beginning of the period	1,712,947	835,131
Cash and cash equivalents, end of the period	$11,397	$320,416	$11,397

See accompanying summary of accounting policies and notes to the consolidated financial statements.

(d) Consolidated Statements of Shareholders’ Equity

GENTOR RESOURCES, INC.

(An exploration stage Corporation)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Nine Month Period Ended September 30, 2008

(Stated in US dollars)

(unaudited)


	Common Shares		Preferred Shares		Paid-in-capital	Accumulated deficit	Total shareholders’ equity (deficit)
	Shares	Amount	Shares	Amount
Shares issued on March 24, 2005 at $0.004 per share	12,500,000	$1,250	-	-	$48,750	$ -	$50,000
Net loss for the year	-	-	-	-	-	97,637	97,637
Balance at December 31, 2005	12,500,000	1,250	-	-	48,750	(97,637)	(47,637)
Shares issued on December 15, 2006 at $0.20 per shares	5,000,000	500	-	-	999,500	-	1,000,0000
Net loss for the year	-	-	-	-	-	(233,900)	(233,900)
Balance as of December 31, 2006	17,500,000	1,750	-	-	1,048,250	(331,537)	718,463
Shares issued on July 23, 2007 at $0.20 per share	500,000	50	-	-	99,950	-	100,000
Shares issued on July 31, 2007 at $0.20 per share	1,000,000	100	-	-	199,900	-	200,000
Shares issued on November 20, 2007 at $0.25 per share	1,000,000	100	-	-	249,900	-	250,000
Shares issued on December 17, 2007 at $1.00 per share	2,500,000	250	-	-	2,499,750	-	2,500,000
Financing costs of shares issued on December 17, 2007	-	-	-	-	(125,000)	-	(125,000)
Net loss for the year	-		-	-	-	(1,881,910)	(1,881,910)
Balance at December 31, 2007	22,500,000	$2,250	-	-	3,972,750	(2,213,447)	1,761,553
Net loss for the period	-	-	-	-	-	(3,045,096)	(3,045,096)
Balance at September 30, 2008	22,500,000	$2,250	-	-	$3,972,750	$(5,258,543)	$(1,283,543)

See accompanying summary of accounting policies and notes to the consolidated financial statements.

(e) Notes to Consolidated Financial Statements

GENTOR RESOURCES, INC.

(An Exploration State Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

September 30, 2008

ORGANIZATION AND GOING CONCERN

Gentor Resources, Inc. (“the Company”) was incorporated on March 24, 2005 under the Florida Business Corporation Act. The Company is an exploration stage corporation formed for the purpose of prospecting and developing mineral properties.

The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, the realization of assets and satisfaction of liabilities in the normal course of business. As at September 30, 2008, the Company has a loss from operations of $3,045,096 and accumulated deficit of $5,258,543 which raises substantial doubt on the Company's ability to continue as a going concern. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditure, working capital and other cash requirements.

The Company's continued existence is dependent upon it emerging from the exploration stage, obtaining additional financing to continue operations, explore and develop the mining properties and the discovery, development and sale of ore reserves.

These interim consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying interim consolidated financial statements of the Company for the nine month periods ended September 30, 2008 and 2007 are unaudited. However, in the opinion of the Company, all adjustments considered necessary for a fair presentation have been reflected therein. Certain financial information which is normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, but which is not required for interim reporting purposes, has been omitted. The accompanying interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-KSB for the fiscal year ended December 31, 2007. The results of operations for the period are not necessarily indicative of the results to be expected for the full year.

BASIS OF CONSOLIDATION

On June 28, 2007, the Company incorporated a wholly-owned subsidiary Gentor Idaho, an Idaho corporation. The Company's consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

MINERAL PROPERTIES AND EXPLORATION COSTS

Exploration costs pertaining to mineral properties with no proven reserves are charged to operations as incurred. When it is determined that mineral properties can be economically developed as a result of establishing proven and probable reserves, cost incurred to develop such properties are capitalized. Such costs will be amortized using the unit of production method over the estimated life of the probable reserves.

CAPITAL ASSETS

Capital assets are recorded at cost less accumulated amortization. Amortization is recorded as follows:

Vehicle

Straight line over two years

Mining equipment

Straight line over four years

Building

Straight line over five years

RECENT ACCOUNTING PRONOUCEMENTS

In May 2008, the FASB issued SFAS No. 162, “The hierarchy of Generally Accepted Accounting Principles”. This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This statement will be effective 60 days following the SEC's approval of the PCAOB amendment to AU section 411 "the meaning of Present Fairly in Conformity with GAAP. The Company does not expect the adoption of SFAS No. 162 to have a material impact on its financial conditions or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivatives Instruments and Hedging Activities, an amendment to Statement No. 133”. This statement changes the disclosure requirements for derivatives and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivatives instruments, (b) how derivatives instruments and related hedges items are accounted for under Statement 133 and its related interpretations, and (c) how derivatives instruments and related hedges items affect an entity's financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This statement encourages but does not require comparative disclosures for earlier periods at initial adoption. The Company does not expect the adoption of SFAS 161 to have a material impact on its financial condition or its results of operations.

PREPAID AND DEPOSITS

Prepaid and deposits account includes a $10,000 certificate of deposit issued on March 11, 2008 and assigned to the United States Bureau of Land Management as a reclamation bond for the installation of a bridge crossing the Patterson creek in the Company's Idaho project. This certificate of deposit bears an interest rate of 3.3% per annum and will mature on March 11, 2009.

MINERAL PROPERTIES

United States

Idaho Project

On July 3, 2007, the Company acquired through its wholly-owned subsidiary, a fee simple title for a 75 acre parcel of land located in Lemhi County, Idaho for a purchase price of $169,000. The 75 Acre Parcel also includes 78 acre-feet of water rights. In addition, through a staking program, the Company also acquired 114 lode claims and 5 placer claims on federal lands (the “Staked Claims”). The Company is required to pay $14,875 per annum ($125 per Staked Claim) to the United States Department of the Interior, Bureau of Land Management in order to retain the Staked Claims.

Effective as of July 23, 2007, Bardswich LLC, an entity that is owned and controlled by Lloyd J. Bardswich, who is the president and CEO of the Company, and Gentor Idaho, a wholly owned subsidiary of the Company, entered into an assignment agreement whereby Bardswich LLC assigned all of its rights, title and interest in and to the Idaho Option Agreement to Gentor Idaho in exchange for $40,000 in cash and 500,000 shares of the Company's common stock. The Idaho Option Agreement dated effective as of March 1, 2007 relates to a certain mineral lease agreement and an option to purchase twenty one (21) patented mining claims located over approximately 376 acres of real property and four other parcels of approximately 216 acres (collectively, the “Optioned Properties”) in Lemhi County, Idaho. An initial payment of $40,000 in cash was made to the Idaho claim owner upon execution of the Idaho Option Agreement and an additional payment of $60,000 was made on the six-month anniversary date of signing the original Idaho Option Agreement. A payment of $100,000 was made during the month of March 2008 with respect to the first anniversary date of the Idaho Option Agreement. Additional payments of (i) $100,000 in cash is due on or before the second and third anniversary date of the Idaho Option Agreement, and (ii) $200,000 in cash is due on or before the fourth anniversary date thereafter until the purchase price is paid or the Idaho Option Agreement is terminated or cancelled. To the extent that the Company makes any advanced minimum royalty payments, the Company is entitled to receive a corresponding credit against any required net smelter return royalties that are otherwise required to be paid to the Idaho claim owner under the Idaho Option Agreement. The Idaho Option Agreement also grants the Company an option to purchase the Idaho claim owner's rights to the Optioned Properties, including but not limited to the IMA Mine, for a total purchase price of $5,000,000, excluding therefrom the right of the Idaho claim owner to receive a three percent (3%) royalty on net revenue generated from the sale of any molybdenum, copper, lead and zinc recovered from the IMA Mine and five percent (5%) royalty on the net revenue generated from the sale of all other ores, minerals, or other products recovered from the Optioned Properties.

Montana Project

The Company held option agreements to acquire exclusive gold exploration, prospecting and development rights and privileges to six (6) unpatented mining claims (the “Mining Claims”), located in the Jefferson County, State of Montana. Under the mining exploration and option agreement signed on April 29, 2005 (and as amended and restated March 30, 2006), the Company held the exclusive option to purchase the Mining Claims for a total cash consideration of One million United States dollars ($1,000,000) ("the purchase price") subject to a 2% Net smelter return royalty. A payment of $7,500 was made upon execution of the agreement on April 29, 2005, an additional payment of $7,500 was made on the first anniversary date of signing and a payment of $10,000 was made on the second anniversary date. In May 2008, the Company notified the Mining Claim Owner and terminated the April 29, 2005 (and as amended and restated March 30, 2006) mining exploration and option agreement as exploration results did not warrant continued exploration of these Mining Claims. Although no further exploration will be conducted on these Mining Claims, the Company will still be responsible for Russian Knapweed control over these Mining Claims for the next three years. A reclamation bond of $3,540 was paid in June of 2006 to the Montana Department of Environmental Quality to secure the Company's reclamation obligations arising from its exploration activities on the Montana Project.

Canada

Nunavut Project

On September, 7, 2007, the Company entered into an Assignment and Novation Agreement (the “Nunavut Assignment Agreement”) with CVRD Inco Limited (“Inco”) and Antoshkiw. Inco had previously signed an exploration option agreement (the “Antoshkiw Option Agreement”) with Antoshkiw on October 19, 2006 covering certain claims (the “Nunavut Optioned Properties”) located in the Nunavut Territory. The Nunavut Optioned Properties, which cover approximately 1,965 acres, are considered to be prospective exploration areas for both nickel and copper. With the execution of the Nunavut Assignment Agreement, the Company acquired all of Inco's rights, title, interests and obligations under the Antoshkiw Option Agreement with respect to the Nunavut Optioned Properties. In consideration of the foregoing assignment of rights, the Company granted Inco the right of first refusal to process any mineral concentrate produced from the “Area of Interest,” which consists of approximately 85,000 acres in the Nunavut Optioned Properties. In order to maintain and exercise the Nunavut Option Right, the Company must make the following payments to Antoshkiw and undertake the following expenditures: (i) on or before the first anniversary date of the Antoshkiw Option Agreement, the Company must pay to Antoshkiw CDN $35,000 (this amount has already been paid by the Company) and spend at least CDN$100,000 in connection with the exploration and development of the Nunavut Optioned Properties (however, this requirement has been postponed by mutual agreement to the second anniversary date); (ii) on or before the second anniversary date of the Antoshkiw Option Agreement, the Company must pay to Antoshkiw CDN $50,000 and spend at least CDN$200,000 in connection with the exploration and development of the Nunavut Optioned Properties, and (iii) on or before the third anniversary date of the Antoshkiw Option Agreement, the Company must pay to Antoshkiw CDN $100,000 and spend at least CDN$400,000 in connection with the exploration and development of the Nunavut Optioned Properties. However, on October 21, 2008, the Company notified Antonshkiw of the Company’s abandonment of all rights and options included in the Antoshkiw Option Agreement and its intention to cease exploration of the Nunavut Project.

CAPITAL ASSETS


September 30, 2008
	Cost	Accumulated Amortization	Net Book Value (unaudited)
Vehicle	$37,790	$18,936	$18,854
Mining Equipment	47,517	9,819	37,698
Building	358,241	56,685	305,556
	$443,548	$81,440	$362,108

December 31, 2007
	Cost and additions during the period	Accumulated Amortization	Net Book Value (audited)
Vehicle	$27,040	$4,765	$22,275
Mining Equipment	17,667	1,573	16,094
Building Under Construction	149,138	-	149,138
	$193,845	$6,338	$187,507

RELATED PARTY TRANSACTIONS

As at September 30, 2008 an amount of $583,332 in the aggregate (December 31, 2007 - $108,331) advanced to the Company for working capital purposes was due to a corporation wholly-owned by a significant shareholder of the Company. As well $168,465 was advanced by a Director and officer of the Company. These advances are unsecured, non-interest bearing and re-payable upon demand.

During the nine month period ended September 30, 2008, an amount of $104,750 in the aggregate (September 30, 2007 - $69,012 paid to three directors), was paid to one director of the Company for services rendered to the Company during the period. This amount is included in the Company's interim consolidated statements of operations and deficits under geology and drilling expenses.

NOTE PAYABLE

On April 14, 2008, the Corporation entered into a promissory note payable (the “Note”) in the amount of $200,000. The Note bears simple interest at a rate of 8% per annum and is due on demand and unsecured.

SHARE CAPITAL

The authorized share capital of the Company consists of 12,500,000 preferred shares and 37,500,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote and no holder of the common shares shall be entitled to any right of cumulative voting. Preferred shares may be issued in series with distinctive serial designations.

As at September 30, 2008, the Company had outstanding 22,500,000 (December 31, 2007 - 22,500,000) common shares and no preferred shares.

10.

INCOME TAXES

For income tax purposes the Company had approximately $3,045,000 of net operating losses for the nine month period ended September 30, 2008, which can be used to offset future taxable income. During year ended December 31, 2007, the Company incurred net losses and, therefore, had no tax liability. The net deferred tax asset generated by the loss carryforward has been fully reserved. The accumulated net operating loss carryforward is approximately $5,259,000 at September 30, 2008. No income tax benefit has been recorded in the accompanying interim consolidated financial statements since the recoverability of such assets is not more likely than not to be realized through known future revenue sources.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations constitutes management’s review of the factors that affected our financial performance for the three months ended September 30, 2008 and 2007. This discussion is intended to further the reader’s understanding of the interim consolidated financial condition and results of operations of our company. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report and in our Form 10-KSB, for the year ended December 31, 2007 (the “2007 Annual Report”). These historical financial statements may not be indicative of our future performance.

Overview

We are an exploration stage company (as such term is defined in Securities Act Industry Guide 7(a)(4)(i)) which means that we are engaged in the search for mineral deposits (reserves) which are not either in the development or production stage. Our corporate strategy is to create shareholder value by acquiring and developing highly prospective mineral properties in the United States and internationally.

Mineral exploration is a research and development activity that does not produce a specific product. Successful exploration often results in increased project value that can be realized through the optioning or selling of the claimed site to larger companies. As such, we aim to acquire properties which we believe have potential to host economic concentrations of minerals, particularly gold, molybdenum, nickel and copper.

Since our inception, we have acquired rights to mineral properties in (i) the state of Montana (the “Montana Project”), (ii) the state of Idaho (the “Idaho Project”) and (iii) the Nunavut Territory, which is located in the eastern Canadian Arctic (the “Nunavut Project”). As of the date of this Report, we have terminated our rights to explore the Montana Project and the Nunavut Project, but we still maintain our rights to explore the Idaho Project (sometimes referred to herein as the “Project” or the “Mineral Property”).

The Idaho Project is without known reserves and all of our exploration activities with respect to the Idaho Project are exploratory in nature. There is no assurance that a commercially viable mineral deposit exists at the Idaho Project and further exploration beyond the scope of our planned exploration activities will be required before a final evaluation as to the economic feasibility of the mining of the Idaho Project can be determined. Moreover, there is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists at the Idaho Project. We do not have sufficient financing to undertake full exploration of the Idaho Project at the present time and there is no assurance that we will be able to obtain the necessary financing.

We plan to continue exploration of the Idaho Project for so long as the results of the geological exploration that we complete indicate that further exploration of the Idaho Project is recommended and we are able to obtain the additional financing necessary to enable us to continue such exploration. All exploration activities at the Idaho Project are presently preliminary exploration activities. Advanced exploration activities, including the completion of comprehensive drilling programs, will be necessary before we are able to complete any feasibility studies on the Idaho Project. If our exploration activities result in an indication that the Idaho Project contains potentially commercial exploitable quantities of minerals, then we would attempt to complete feasibility studies on such property to assess whether commercial exploitation of the property would be commercially feasible. There is no assurance that commercial exploitation of the Idaho Project would be commercially feasible even if our initial exploration programs show evidence of significant mineralization.

As of the date of this Report, we intend to concentrate our available resources towards the exploration of the Idaho Project, which is a molybdenum-tungsten project located in east-central Idaho. We intend to concentrate our exploration and development of a potentially large molybdenum bearing intrusive located below the existing mine workings of the Idaho Project.

General Overview of our Mineral Properties.

The Idaho Project

The Idaho Project is a molybdenum-tungsten project located in east-central Idaho. On July 23, 2007, the Company acquired the rights to that certain Mineral Lease Agreement and Option to Purchase (the “Idaho Option Agreement”) which relates to twenty one (21) patented mining claims (the “IMA Mine”) located over approximately 376 acres of real property and four other parcels of approximately 216 acres in Lemhi County, Idaho (collectively, the “Optioned Properties”). The IMA Mine, which is the centerpiece of the Idaho Project, related to an underground mining operation that closed in 1957. Prior to its closure, the IMA Mine was the fifth largest US producer of tungsten, having mined over 500,000 tons of ore between 1937 and 1952.

The Idaho Option Agreement grants the Company (through Gentor Idaho, its wholly owned subsidiary) the exclusive right to enter the Optioned Properties (and thus the IMA Mine) for the purpose of exploring and developing the Optioned Properties (and thus the IMA Mine), as well as, removing and selling for our own account any and all minerals, mineral substances, metals ore bearing materials and rocks of any kind. The Idaho Option Agreement also grants the Company an option to purchase the Idaho Claim Owner’s rights to the Optioned Properties, including but not limited to the IMA Mine, for a total purchase price of $5,000,000, excluding therefrom the right of the Idaho Claim Owner to receive a three percent (3%) royalty on net revenue generated from the sale of any molybdenum, copper, lead, and zinc recovered from the IMA Mine and a five percent (5%) royalty on the net revenue generated from the sale of all other ores, minerals, or other products recovered from the Optioned Properties.

We intend to concentrate on the exploration and delineation of the molybdenum-bearing intrusive located within the IMA Mine. However, we cannot provide any assurance that the exploration, development and/or extraction of tungsten or molybdenum would prove to be “Commercially Viable”, that is, that the potential quantity of tungsten or molybdenum and their market value would, after consideration of the costs and expenses that would be required to explore, develop and/or extract any such tungsten or molybdenum deposits (if any), would justify a decision to do so.

We have engaged the consulting services of Wardrop Engineering, Inc. of Toronto, Canada (“Wardrop”) to review the available data on the IMA Mine and to recommend an exploration program. Based on the Wardrop recommendation, in July of 2007, we commenced a two (2) phase exploration program of the IMA Mine to assess whether any Commercially Viable tungsten or molybdenum bearing mineral deposits are present. Phase 1 of our exploration program generally consisted of surface exploration drilling and Phase 2 of our exploration program generally consisted of the same. We have completed Phase 1 and Phase 2 of our exploration program, and based on the results, data and analysis derived therefrom, we believe it is prudent to continue our exploration of the IMA Mine and we intend to commence a Phase 3 exploration program of the IMA Mine as soon as we can obtain the additional financing necessary to enable us to continue such exploration; however, there is no assurance that we will be able to obtain the necessary financing and/or commence Phase 3 of exploration program. Moreover, we may, prior to the commencement (if at all) and/or completion of Phase 3 of our exploration program, determine that Commercially Viable tungsten or molybdenum deposits do not exist within the IMA Mine, in which event we anticipate that we will terminate our proposed Phase 3 exploration program. Even if we commence and complete Phase 3 of our exploration program, we may not be able to determine if Commercially Viable tungsten or molybdenum deposits exist within the IMA Mine or if additional exploration is required to make such determination.

The Montana Project

The Montana Project was a gold project located in southwest Montana . On April 29, 2005, the Company entered into a Mining Exploration and Option Agreement (the “Montana Option Agreement”) with Hartmut W. and Inga M. Baitis (the “Montana Claim Owner”) which related to six (6) unpatented mining claims, Gold #1 through Gold #6 (collectively, the “Montana Claims”) owned by the Montana Claim Owner within the Montana Project. The Montana Option Agreement granted us the exclusive right to enter the Montana Property for the purpose of exploring and developing the Montana Claims, as well as, removing and selling for our own account any and all minerals, mineral substances, metals ore bearing materials and rocks of any kind.

Pursuant to the recommendations from Roscoe Postle Associates, Inc. (“RPA”), a qualified mining consultant, we decided to undertake a two (2) phase exploration program of the Montana Project to assess whether the Montana Claims possess any Commercially Viable gold-bearing mineral deposits. We completed Phase 1 of exploration program, but the data, results and analysis derived from our Phase 1 exploration program of the Montana Project were not encouraging and did not warrant continued exploration of the Montana Claims. Accordingly, on or about May 15, 2008, the Company notified the Montana Claim Owner and terminated all of our right in and to the Montana Project.

Even though we have no further exploration rights in and to the Montana Project, we are still responsible for Russian Knapweed control over the Montana Project for the next 3 years. In June of 2006, we paid a $3,540 cash bond (the “Montana Reclamation Bond”) to the Montana Department of Environmental Quality to secure our reclamation obligations stemming from our exploration activities on the Montana Project. As such, we believe that the Montana Reclamation Bond will remain in place for at least the next three (3) years. However, it is possible, and we anticipate that, the United States Forest Service and the Montana Department of Environmental Quality might jointly authorize a partial release of the Montana Reclamation Bond before the foregoing three (3) year period has expired if the foregoing regulatory agencies determine that the Russian Knapweed concern has subsided.

The Nunavut Project

The Nunavut Project was a nickel and copper project located in the Nunavut Territory. During the third quarter of the fiscal year ending December 31, 2007, we entered into an informal grubstake arrangement (the “Grubstake Arrangement”) with a prospector named Joe Antoshkiw (“Antoshkiw”) whereby the Company advanced certain funds to Antoshkiw to stake claims (the “Grubstake Claims”) located on federal lands in the Nunavut Territory, which is located in the eastern Canadian Arctic. The Grubstake Claims cover nickel-copper showings which were discovered by Antoshkiw. Also, on September, 7, 2007, we entered into an Assignment and Novation Agreement (the “Nunavut Assignment Agreement”) with CVRD Inco Limited (“Inco”) and Antoshkiw. Inco, the world’s number two producer of nickel, and a miner and processer of copper, gold, cobalt, and platinum group metals, had previously signed an exploration option agreement (the “Antoshkiw Option Agreement”) with Antoshkiw on October 19, 2006 covering those certain claims (the “Nunavut Claims”) located in the Nunavut Territory. The Nunavut Claims, which covers approximately 1,965 acres, are considered to be prospective exploration areas for both nickel and copper. With the execution of the Nunavut Assignment Agreement, we acquired all of Inco’s rights, title, interests and obligations under the Antoshkiw Option Agreement with respect to the Nunavut Claims (also referred to herein as the “Nunavut Optioned Properties”). As such, we acquired the right (the “Nunavut Exploration and Mineral Right”) to enter upon the Nunavut Optioned Properties for the purpose of exploring and developing the Nunavut Claims and (ii) the option (the “Nunavut Option Right”) to purchase the Nunavut Optioned Properties. Also, as part of the Nunavut Assignment Agreement, we granted Inco the right of first refusal to process any mineral concentrate produced from the “Area of Interest,” which consists of approximately 85,000 acres in the Nunavut Territory and includes all of the Grubstake Claims. Other than the property inspection trips that were completed by either Inco and/or the Company, no work has been performed on the Nunavut Optioned Properties because the Company lacked adequate working capital to commence an exploration program on the Nunavut Optioned Properties.

In light of the Company’s limited financial resources, on October 21, 2008, the Company notified Antoshkiw of its intent to cease its exploration of the Nunavut Project and not exercise its option to continue to explore the same. Even though we have no further exploration rights in and to the Nunavut Project, we intend to assist Antoshkiw in filing the necessary assessment work credits with the Canadian government in order to maintain the validity of the Nunavut Project mining claims, so that if the Company has the financial ability to resume exploration of the Nunavut Project in the future, if at all, Antoshkiw will be motivated to negotiate with the Company to allow the Company to resume exploration of the Nunavut Project. The Company anticipates that it will cost approximately $3,000 to assist Antoshkiw in filing the assessment work on Antoshkiw’s Nunavut Project mining claims.

Results of Operations

Since our inception on March 24, 2005, we have been classified as an “exploration stage company” (as such term is defined in Securities Act Industry Guide 7(a)(4)(i)) with no producing mines and, accordingly, we do not produce income and have not generated any revenue. Our net loss for the three months ended September 30, 2008 was $74,637 as compared to a net loss of $524,215 for the three months ended September 30, 2007. The decrease of $449,578 is attributable primarily to the decrease in activity with respect to our drilling programs.

During the three months ended September 30, 2008, we spent approximately $49,889 in connection with the exploration and evaluation of the Idaho Project. Such expenditures are consistent with our current intention to limit our available resources towards the exploration of the Idaho Project while we seek to obtain the additional financing necessary to enable us to continue such exploration.

We also incurred corporate and administrative costs of $68,851 for the three months ended September 30, 2008 compared with $103,363 for the three months ended September 30, 2007, which is consistent with our decreased activity levels. These costs include consulting compensation expenses, marketing and investor relations expenses, general legal expenses, and accounting and compliance issues reflecting the greater complexity of our operations.

Liquidity and Capital Resources

As of the date of this Report, we do not have sufficient financing to undertake full exploration of all of our Mineral Properties and there is no assurance that we will be able to obtain the necessary financing.

Our cash balance at September 30, 2008 was $11,397 compared to $1,712,947 as at December 31, 2007. Total assets at September 30, 2008 were $613,397 compared to $2,081,268 as at December 31, 2007. The change in these balances reflects the cash used to fund the drilling program at the Idaho Project.

Current liabilities at September 30, 2008 were $1,896,940 compared to $319,715 as at December 31, 2007. This increase in current liabilities is the result of our exploration activities and indicates that we believe that we will need to obtain additional financing in order to continue our exploration program.

As of the date of this Report, we intend to concentrate our available resources towards the exploration of the Idaho Project. In late July of 2007, we commenced Phase a two (2) phase drilling program recommended by Wardrop, the Company’s consultant, in order to test for the potential of a large scale molybdenum deposit being present under the IMA Mine. Phase 1 of our drilling program consisted of drilling five (5) core holes from surface totaling 7,200 feet in order to substantiate prior work and to test continuity along a 1,000 foot strike length. Due to frequent breakdowns of the contractor's equipment, our Phase 1 drilling program fell behind schedule. However, despite the delays during the Phase 1 drilling program, an inspection of the drill core from the first hole revealed visible molybdenum sulphide, and based on the foregoing preliminary finding, we decided to engage the services of a second drill contractor to commence Phase 2 of the drill program. Phase 2 of our drilling program consisted of drilling an additional five (5) core holes from the surface and cost approximately $2,500,000 to complete. As of the date of this Report, we have completed Phase 1 and Phase 2 of our exploration program, and based on the results, data and analysis derived therefrom, we believe it is prudent to continue our exploration of the IMA Mine and we intend to commence a Phase 3 exploration program of the Idaho Project when and if we can obtain the additional financing necessary to enable us to continue such exploration. We believe that it will cost approximately $3,000,000 to complete our Phase 3 exploration program; however, there is no assurance that we will be able to obtain the necessary financing and/or commence Phase 3 of exploration program.

Furthermore, we anticipate that the Company will also require additional capital to continue payment of ongoing general, administrative and operations costs associated with supporting its planned operations, the amounts of which are presently unknown. If the Company is unable to raise sufficient quantities of capital when needed, it will be necessary to develop alternative plans that would likely delay the exploration of the Idaho Project. There is no assurance that we will be able to obtain the necessary financing for the Idaho Project on customary terms, or at all.

Going Concern

We believe that we will require a minimum of approximately $500,000 to meet our capital requirements of the next twelve months for the following estimated expenses: (i) $100,000 to maintain our rights to the Idaho Project and the Nunavut Project and (ii) $400,000 for general and administrative expenses, which includes legal fees and audit fees. Since our cash balance at September 30, 2008 was $11,397, we currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months.

In addition to our minimum capital requirements for the next twelve months, we also believe that we will also require (i) approximately $3,000,000 to commence and complete the Phase 3 exploration program of the Idaho Project and (ii) approximately $1,896,940 to discharge and/or reduce our current liabilities.

Our ability to continue as a going concern is dependent on our ability to raise additional capital. We are currently seeking equity and/or debt financing to provide the requisite capital to meet our minimum capital requirements. We currently do not have any financing arrangements in place and there are no assurances that we will be able to obtain additional financing in an amount sufficient to meet our needs or on terms that are acceptable to us. If financing in the short term is not available to us on satisfactory terms, we may be forced to cease our operations and this result would have material adverse effect on our business, results of operations and financial condition, and could ultimately cause our business to fail. If we raise funds through equity or convertible securities, our existing stockholders may experience dilution and our stock price may decline.

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors have included an explanatory paragraph in the notes to the financial statements filed with this report

concerning our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Special Note Regarding Forward-Looking Statements

The information provided in this report may contain “forward looking” statements or statements which arguably imply or suggest certain things about our future. Statements, which express that we “believe”, “anticipate”, “expect”, or “plan to”, as well as, other statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable, but a number of factors and/or risks could cause our actual results to differ materially from those expressed or implied by these statements, including, but not limited to:

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risks related to our properties being in the exploration stage

•

risks related to our limited operating history

•

risks related to mineral exploration and development activities

•

risks related our mineral operations being subject to government regulation

•

risks related to the competitive industry of mineral exploration

•

risks related to our ability to obtain additional capital to develop our resources, if any

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risks related to the fluctuation of prices for precious and base metals

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risks related the possible dilution of our common stock from additional financing activities

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risks related to our subsidiary activities

•

risks related to our shares of common stock

The foregoing list is not exhaustive of the factors that may affect our forward-looking statements and new risk factors may emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. These forward-looking statements are based on our current expectations and are subject to a number of risks and uncertainties, including those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements may not actually occur. Except as required by law, we undertake no duty to update any forward-looking statements after the date of this report to conform those statements to actual results or to reflect the occurrence of unanticipated events. Furthermore, any discussion of our financial condition and results of operation should be read in conjunction with the financial statements and the notes to the financial statements included elsewhere in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, which is the same person, we have evaluated the effectiveness of the design and operation of the Company's “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective due to the following material weaknesses in our internal control over financial reporting:

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The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.

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The Company lacks accounting personal with sufficient skills and experience to ensure proper accounting for complex, non-routine transactions.

Management has concluded that until we have sufficient financial resources to supplement our accounting personnel, a material weakness with respect to our company’s internal control over financial reporting will continue.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

Changes in Internal Controls. There were no significant changes made in our internal controls over financial reporting during the quarter ended September 30, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting subsequent to the Evaluation Date.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

Item 6. Exhibits.


EXHIBIT NO.	DESCRIPTION
3.01	Amended and Restated Articles of Incorporation (4)
3.02	Bylaws(2)
4.01	Form of Specimen Stock Certificate for the Company’s Common Stock (2)
10.01	Amended and Restated Option Agreement (3)
10.02	Mineral Lease Agreement and Option to Purchase (5)
10.03	Assignment Agreement (5)
10.04	Warranty Deed (5)
10.03	Securities Purchase Agreement (6)
10.04	Warrant Agreement (6)
10.05	Nunavut Assignment Agreement (7)
31.01	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal executive officer of the Company (1)
31.02	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal financial officer of the Company (1)
32.01	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal executive officer of the Company (1)
32.02	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal executive officer of the Company (1)

____________________

(1) Filed herewith.

(2) Filed as part of the Registration Statement on Form SB-2

(3) Filed as part of Amendment 2 to the Registration Statement on Form SB-2

(4) Filed as part of Form 8-K dated March 1, 2007 (filed March 6, 2007)

(5) Filed as part of Form 8-K dated July 23, 2007 (filed July 26, 2007)

(6) Filed as part of Form 8-K dated July 31, 2007 (filed August 3, 2007)

(7) Filed as part of the Form 10Q-SB For the Quarter Ending September 30, 2007 (filed October 14, 2007)

SIGNATURES

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

GENTOR RESOURCES, INC.

Date: November 12, 2008

/s/ Lloyd J. Bardswich

---------------------------------

By: Lloyd J. Bardswich, President and principal executive officer

Date: November 12, 2008

/s/ Lloyd J. Bardswich

---------------------------------

By: Lloyd J. Bardswich, principal financial officer