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, 2010

o

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

For the transition period from _______________ to_______________.

Commission file number 333-130386

Gentor Resources, Inc.

___________________________________________

(Exact Name of registrant as specified in its charter)

First Canadian Place, Suite 7070

100 King Street West

Toronto, Ontario M5X 1E3

Canada

___________________________________________

 (Address of principal executive offices)(Zip Code)

(416) 366-2221

___________________________________________

(Registrant=s telephone number, including area code)

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 preceding 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 o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such reports).  

o YES o 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).

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

oYES x NO

APPLICABLE ONLY TO CORPORATE ISSUERS

As of the date of this report, there were 49,163,001 shares of the registrant's $0.0001 par value Common Stock outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.

Condensed 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.   Interim Condensed Consolidated Financial Statements

 As at and for the Three and Nine Months Ended September 30, 2010

(a)

Condensed Consolidated Balance Sheets

GENTOR RESOURCES, INC.

      (An Exploration Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US dollars)

(Unaudited)

ASSETS

LIABILITIES

SHAREHOLDERS’ EQUITY

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

(b)

Condensed Consolidated Statements of Operations

GENTOR RESOURCES, INC.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US dollars)

(Unaudited)

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

(c)     Condensed Consolidated Statement of Cash Flows

GENTOR RESOURCES, INC.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US dollars)

(Unaudited)

Supplemental Cash flow Information (see note 12)

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

(d)

Condensed Consolidated Statements of Shareholders’ Equity

GENTOR RESOURCES, INC.

(An exploration stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Nine months ended September 30, 2010 and for the year ended December 31, 2009

(Stated in US dollars)

(Unaudited)

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

(e)

Notes to the Condensed Consolidated Financial Statements

GENTOR RESOURCES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As at and the for period ended September 30, 2010

1.

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 condensed 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.  For the nine months ended September 30, 2010, the Company has a loss from operations of $2,465,527 (9 months ended September 30, 2009 - $382,688) and accumulated deficit of $8,433,394 (December 31, 2009 - $5,967,867), which raises substantial doubt on the Company’s ability to continue on a going concern basis.  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, exploration and development of the mining properties and the discovery, development and sale of ore reserves. The Company will continue to explore the availability of varying financial and strategic transactions, which, if consummated, would address the Company’s need to improve its financial condition and/or its operations. Subsequent to September 30, 2010, the Company completed a private placement (see Note 15).

These interim condensed 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.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements of the Company for the three and nine month periods ended September 30, 2010 and 2009 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 (“GAAP”), but is not required for interim reporting purposes, has not been presented. The accompanying interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2009. The results of operations for the period are not necessarily indicative of the results to be expected for the full year.

BASIS OF CONSOLIDATION

The Company’s interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Gentor Idaho and Gentor Resources Limited (formerly

known as APM Mining Limited).  Gentor Idaho was incorporated on June 28, 2007 under the laws of the State of Idaho.  Gentor Resources Limited (formerly known as APM Mining Limited) was incorporated on November 19, 2009 under the laws of the British Virgin Islands and changed its name from APM Mining Limited on April 30, 2010.

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, costs 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:

Vehicles

-

Straight line over a range of two - four years

Mining equipment

-

Straight line over four years

Office equipment

-

Straight line over four years

Furniture and fixtures

-

20% declining balance basis

Building

-

Straight line over five years

STOCK BASED COMPENSATION

The Company maintains a performance and equity incentive plan (the “Plan”), which is described in Note 11(c).  Since the adoption and implementation of the Plan on July 23, 2010, the only awards which have been granted under the Plan are non-qualified stock options (the “Options”). The Company uses the fair value method of accounting for the Options granted to directors, officers and employees whereby the fair value of the Options granted is recorded as a compensation expense in the financial statements over the vesting period.  Compensation expense on Options granted to non-employees is measured at the earlier of the completion of performance and the date the Options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received.  Any consideration paid by directors, officers, employees and consultants on exercise of Options or purchase of shares is credited to share capital.  Upon the exercise of the Options, shares are issued from the Company’s allotment of previously authorized but non-issued shares.

LOSS PER SHARE

Loss per share calculations are based on the weighted average number of common shares and common share equivalents issued and outstanding during the period.  Diluted earnings per share is calculated using the treasury method.  The treasury method assumes that outstanding stock options and share purchase warrants with an average exercise price below market price of the underlying shares are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period.  As the Company is incurring losses, basic and diluted loss per share are the same since including the exercise of outstanding stock options and share purchase warrants in the diluted loss per share calculation would be anti-dilutive.  

              FOREIGN EXCHANGE

These condensed financial statements are expressed in the functional currency of the Company, United States dollars (“U.S.$”).  The Company’s functional currency is U.S. Dollars and the foreign operation is translated as follows: monetary assets and liabilities are translated at the spot rates of exchange in effect at the end of the period; non-monetary items are translated at historical exchange rates in effect on the dates of the transactions. Revenues and expense items are translated at average rates of exchange in effect during the period, except for amortization which is translated at its corresponding historical rate. Realized and unrealized exchange gains and losses are included in the condensed consolidated statements of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments.  The fair value of its financial instruments approximates their carrying values, unless otherwise noted.

Held-for-trading financial instruments which include cash are initially measured at fair value and changes in fair value are recognized in net loss for the period.

Loans and receivables, held-to maturity financial instruments and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost.  Gains or losses resulting from impairment write-downs are recognized in net loss for the period.  Prepaid and deposits are classified as loans and receivables while accounts payable and accrued liabilities and notes payable are classified as other financial liabilities.

INTEREST RATE RISK

The notes payable held by the Company are due on demand; however, the interest rates are fixed and are not expected to change.

FOREIGN CURRENCY RISK

Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and other foreign currencies will affect the Company’s operations and financial results. A portion of the Company’s transactions are denominated in Omani rials and Canadian dollars.  The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities.  Significant foreign currency gains or losses are reflected as a separate component of the condensed consolidated statement of operations. The Company does not use derivatives instruments to reduce its exposure to foreign currency risk.

The following table indicates the impact of foreign currency exchange risk on net working capital as at September 30, 2010. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Omani rial and Canadian dollar as identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Omani rial and Canadian dollar would have had the equal but opposite effect as at September 30, 2010.

3.

ACQUISITION

On March 8, 2010, pursuant to a stock exchange agreement, the Company acquired all of the issued and outstanding shares of Gentor Resources Limited (formerly APM Mining Limited) in exchange for 10,362,000 of its own common shares.  

Gentor Resources Limited is a mineral exploration company which has secured the earn-in rights to specific exploration ground holdings in the Sultanate of Oman (“Oman”), comprising of sites identified as having significant potential for copper mineralization.

The purchase price for this acquisition was $13,395,583, which included 10,362,000 of the Company’s common shares at a price of $1.02 per share and direct costs of $2,826,343.  As part of the transaction costs, the Company issued 2,701,000 shares at a price of $1.02 per share to a related party in exchange for services (see Note 7).  Included in direct costs are $71,323 of costs that are part of accounts payable and accrued liabilities. The price of $1.02 per share was based on the market price of the shares on March 8, 2010, being the date the Company and Gentor Resources Limited closed the agreement.

The acquisition was accounted for as a purchase of assets. The total consideration and transaction costs have been allocated to the net assets acquired and liabilities assumed as follows:

                    Net assets acquired and liabilities assumed:

In connection with the foregoing transaction, the Company issued 2,500,000 common shares to a non-U.S. Person in connection with the amendment of a certain Earn-In Agreement between Al Fairuz Mining Company, LLC and Gentor Resources Limited with respect to the Company’s Block 5 project located in the Oman (see Note 11). The 2,500,000 shares were issued on April 28, 2010 at a price of $1.80 per share. Consequently, there was an increase to mineral properties of $4,500,000.

4.

LONG TERM DEPOSIT

The long term deposit includes a $10,000 certificate of deposit issued on March 11, 2010 and assigned to the United States Department of the Interiors, Bureau of Land Management as a reclamation bond for the installation of a bridge crossing the Patterson creek at the Company’s Idaho project.

This certificate of deposit bears an interest rate of 1.75% per annum and will mature on March 11, 2011.  The certificate of deposit will automatically roll over to maintain the bond in good standing.  

5.

MINERAL PROPERTIES

Oman Project

On March 8, 2010, the Company acquired, through its wholly-owned subsidiary Gentor Resources Limited, the earn-in rights to the Block 5 and Block 6 copper exploration projects located in the Oman. Pursuant to the Earn-in Agreement between Al Fairuz Mining Company, LLC (“Al Fairuz Mining”) and Gentor Resources Limited, which relates to the Block 5 Project, the Company has the right to earn up to a 65% equity position in Al Fairuz Mining.  Pursuant to the earn-in Agreement between Al Zuhra Company, LLC (“Al Zuhra Mining”) and Gentor Resources Limited, which relates to the Block 6 Project, the Company has the right to earn up to a 70% equity position in Al Zuhra Mining.

The entire balance of the mineral property assets as of September 30, 2010 is attributable to the Oman Project.  

Idaho Project

On July 3, 2007, the Company acquired, through its wholly-owned subsidiary Gentor Idaho, simple fee title to a 75 acre parcel of land located in Lemhi County, Idaho for a purchase price of $169,000. The 75 Acre Parcel also includes 72 miner’s inches of water rights.  In addition, through a staking program, the Company acquired certain lode and placer claims.  Currently, the Company retains 68 lode claims and 3 placer claims on federal lands (“the Staked Claims”).  The Company is required to pay $9,940 per annum ($140 per Staked Claim) to the United States Department of the Interior, Bureau of Land Management, on or before September 1st of each year in order to retain the Staked Claims.  In June 2009, the 75 acre parcel was sold for $169,000 to a vendor in exchange for a reduction in accounts payable that the Company owed this vendor. However, in connection with the sale of the 75 Acre Parcel to the Buyer, the Company was granted (1) a 10-day right of first refusal to purchase the 75 Acre Parcel in the event the Buyer received a bona-fide offer to sell said property and (2) an option to repurchase the 75 Acre Parcel for a purchase price of $169,000 at any time on or before December 31, 2010.  

Effective as of July 23, 2007, Bardswich LLC, an entity that is owned and controlled by Lloyd J. Bardswich, who was the president and chief executive officer 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 (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 was 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. However, on March 1, 2009, the second anniversary date of the Idaho Option Agreement, the Idaho Claim Owner agreed to accept four equal payments of $25,000 on each March 1, May 1, July 1, and September 1, 2009 in lieu of the $100,000 payment that was due in full on March 1, 2009.  All payments with respect to the second anniversary date were made accordingly. Similarly, on February 14, 2010, the Idaho Claim Owner agreed to accept four equal payments of $25,000 each on each of March 1, May 1, July 1, and September 1, 2010 in lieu of the $100,000 payment that was due in full on March 1, 2010, the third anniversary date of the Idaho Option Agreement. The $25,000 payments that were due on March 1, May 1 and July 1, 2010 have been paid to the Idaho Claim Owner. The $25,000 payment that was due on September 1, 2010 has not yet been made. In the event the Idaho Claim Owner notifies the Company in writing that the $25,000 payment has not been paid, then the Company has 20 days to cure such breach, and if the Company cannot cure such breach within the foregoing 20 day period, then the Idaho Claim Owner can terminate the Idaho Option Agreement. Even though the Idaho Claim Owner has not yet provided the Company with a written notice of default, the Company intends to pay the $25,000 payment as soon as possible and anticipates that such payment will be made to the Idaho Claim Owner before the end of 2010. 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.

6.

CAPITAL ASSETS

September 30, 2010

December 31, 2009

7.

RELATED PARTY TRANSACTIONS

As at September 30, 2010, an amount of $460,244 in the aggregate (December 31, 2009 - $459,464), advanced to the Company for working capital purposes, was due to a corporation wholly-owned by a significant shareholder of the Company. As well, $194,969 (December 31, 2009 - $194,969) was advanced by a former Director and officer of the Company.

In addition, as at September 30, 2010 an amount of $14,842 (December 31, 2009 - $nil) was due to a corporation of which, a director of the Company is a partner.  

In June 2009, an amount of $79,675 was advanced by two Directors of the Company and used to repay accounts payable owed by the Company. This amount is outstanding as of September 30, 2010.

These advances are unsecured, non-interest bearing and re-payable upon demand.

In addition, during the first quarter of 2010, an amount of $193,771 was advanced to the Company for working capital purposes by three Directors of the Company at an interest rate of 5.25%, which is due on demand.  There is accrued interest of $5,153 related to this advance as of September 30, 2010.  

During the three and nine month periods ended September 30, 2010, $800 and $1,800, respectively (three and nine month periods ended September 30, 2009 - $nil and $3,000, respectively), was paid to a former director of the Company for services rendered to the Company during the period. This amount is included in the Company’s condensed consolidated statements of operations and deficit under geology expenses.

As part of the acquisition of Gentor Resources Limited (see Note 3), the Company issued 2,701,000 common shares of the Company at a price of $1.02 per share in exchange for services to a corporation of which, a director of the Company is a partner.

8.

NOTES PAYABLE

As of September 30, 2010, the Company has $1,558,694 of outstanding promissory notes as follows:

(1)

This note bears interest at a rate of 8% per annum, is unsecured and is due on demand

(2)

This note bears interest at a rate of 8% per annum, is unsecured and is due on demand.  Two loans were issued in the amounts of $150,000 and $98,090 on February 19, 2010 and March 30, 2010, respectively.

(3)

This note bears interest at a rate of 8% per annum, is unsecured and is due on demand.  This note was received on February 11, 2010.

(4)

This note bears interest at a rate of 8% per annum, is unsecured and is due on demand.  This note was received on March 30, 2010.

9.

LOAN PAYABLE

On December 12, 2008, the Company entered into a financing agreement for the purchase of a bulldozer in the amount of $145,500. The loan bears an interest rate of 1.99% and has a term of 48 months with monthly principle and interest payments of $3,156.  The current portion, which is payable within 1 year, is $ 36,547. As of September 30, 2010, the loan repayments for each of the years ending December 31 are as follows:

The estimated fair value of the loan is $79,300 and it is calculated using the discount rates equal to the rates currently charged on similar loans.

10.

REPORTABLE SEGMENTS

The Company operates in one business segment: the exploration, mine development and extraction of precious metals in two geographic areas, the Oman and the United States.

11.

SHARE CAPITAL

a)

Authorized Share Capital

The authorized share capital of the Company consists of 50,000,000 preferred shares and 100,000,000 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, 2010, the Company had outstanding 42,163,000 (December 31, 2009 – 22,500,000) common shares, 4,000,000 warrants to purchase common shares and no preferred shares.  

b)

Issued Share Capital – Common Shares

On March 8, 2010, as a result of the acquisition of Gentor Resource Limited (see Note 3), the Company issued 10,362,000 shares at a price of $1.02 per share.  As part of the transaction costs, the Company issued 2,701,000 shares at a price of $1.02 per share to a related party in exchange for services (see Note 7).  

On April 28, 2010, the Company issued 100,000 shares to an employee of the Company for services performed in connection with securing the Company’s mineral property rights located in Oman (see Note 12).

In addition, the Company issued 2,500,000 shares at a price of $1.80 to a non-U.S. Person in connection with the amendment of the Earn-In Agreement between Al Fairuz Mining Company, LLC, a company incorporated under the laws of Oman, and the Company with respect to the Company’s Block 5 project located in Oman (see Note 12).  These shares included as part of the purchase price of Gentor Resource Limited (see Note 3).     

On April 29, 2010, there were 4,000,000 “Units” sold at a price of $0.50 per unit as part of a private placement, with each said Unit consisting of 1 common share of the Company and 1 warrant (“Warrant”) to purchase 1 common shares of the Company. (See note 11d for additional information).  Each Warrant is exercisable for a period of 24 months from the date of issuance at an exercise price of $0.75 per share.  Gross proceeds of $2,000,000 were received.  

c)

Stock Based Compensation

On July 28, 2010, the Company announced that it had authorized and approved the adoption and implementation of the Gentor Resources 2010 Performance and Equity Incentive Plan (the “Plan”). Persons eligible to receive awards under the Plan include officers or employees of the Company, directors and advisors to the Company.  The aggregate number of shares of common stock of the Company, par value $0.0001 per share subject to awards under the Plan is 4,000,000 shares.  The Plan authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, and other forms of awards granted or denominated in Common Stock, as well as performance based awards, which may be denominated in cash or stock.

On August 30, 2010 (the “Grant Date”), the Company announced that 725,000 non-qualified stock options were issued to various employees and consultants.  The holder is entitled to purchase one share of the $0.0001 par value common stock of the Company at a purchase price of $0.75 per share within 5 years.  The options vest at a rate of 25% on each six month anniversary of the Grant Date.  As at September 30, 2010, the Company had 725,000 stock options outstanding to acquire common shares at a price of $0.75 which expire at August 30, 2015.  The fair value of the options granted is $1.23 per share. The remaining contractual life of outstanding options is 4.92 years.  All of the stock options granted are expected to vest.   

During the three and nine months ended September 30, 2010, the Company recognized in the statement of operations as an expense $30,755 (three and nine months ended September 30, 2009 - $nil) representing the fair value at the date of grant of stock options previously granted to employees, directors and officers under the Company’s Stock Option Plan.  In addition, an amount of $6,406 (three and nine months ended September 30, 2009 - $nil) was recorded as a consulting expense with respect to stock options granted to a consultant.  These amounts were credited accordingly to contributed surplus in the balance sheet.

The Black-Scholes option-pricing model was used to estimate values of all stock options granted during the year based on the following factors:

(i)

risk-free interest rate: 1.39% which is based on the 5 Year US Treasury Bond Rate

(ii)

expected volatility: 69.20% which is based on the Company’s historical stock price

(iii)

expected life: 5 years

(iv)

expected dividends: $Nil

As of September 30, 2010, the Company had 725,000 stock options issued and outstanding and, assuming that the foregoing stock options are vested and exercised in their entirety, an additional 3,275,000 shares of common stock are available for issuance under the Company’s Stock Option Plan.

As of September 30, 2010, there was $854,594 of unrecognized stock-based compensation cost related to 725,000 non-vested stock options.  The cost is expected to be recognized over a weighted average period of approximately 1.92 years.  

The aggregate intrinsic value of stock options expected to vest at September 30, 2010 is $761,250.   

d)

Warrants

As part of the $2,000,000 gross proceeds received on April 29, 2010, there were 4,000,000 “Units” sold at a price of $0.50 per Unit, with each Unit consisting of 1 common share of the Company and 1 warrant (“Warrant”) to purchase 1 common share of the Company.  Each Warrant is exercisable for a period of 24 months from the date of issuance at an exercise price of $0.75 per share.  With respect to each $0.50 Unit sold by the Company, the value associated with the each Warrant contained in each Unit is $0.11 and therefore $440,000 has been recognized less a portion of the related financing costs.

The Black-Scholes option-pricing model was used to estimate values of the Warrants granted based on the following factors:

(i)

risk-free interest rate: 1.01% which is based on the 2 Year US Treasury Bond Rate

(ii)

expected volatility: 60.43% which is based on the Company’s historical stock price

(iii)

expected life: 2 years

(iv)

expected dividends: $Nil

Since $0.11 of each $0.50 Unit has been allocated to the Warrant contained in each Unit, the remaining $0.39 of each $0.50 Unit has been allocated to the share of common stock included within each Unit, which brings the total value of common shares issued to $1,560,000.

e)

Loss Per Share

Loss per share was calculated on the basis of the weighted average number of common shares outstanding for the three month period ended September 30, 2010, amounting to 42,163,000 common shares (three months ended September 30, 2009 – 22,500,000) and for the nine month period ended September 30, 2010, amounting to 36,137,513 common shares (nine months ended September 30, 2009 – 22,500,000).

Diluted loss per share was calculated using the treasury stock method. The diluted weighted average number of common shares outstanding for the three and nine month periods ended September 30, 2010 is 44,460,420 and 38,489,832 common shares, respectively (three and nine month periods ended September 30, 2009 – 22,500,000 and 22,500,000). As at September 30, 2010, 4,725,000 common shares related to stock options and warrants were anti-dilutive.

12.

NON CASH TRANSACTIONS

13.

INCOME TAXES

For income tax purposes the Company had $2,465,527 of net operating losses for the nine month period ended September 30, 2010, which can be used to offset future taxable income. During the year ended December 31, 2009, 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 net operating loss carryforward is $8,504,500 at September 30, 2010. No income tax benefit has been recorded in the accompanying interim condensed consolidated financial statements because it is more likely than not that the recoverability of such assets would not be realized through known future revenue sources.

14.

COMMITMENTS

Pursuant to the terms of the Idaho Option Agreement, the Company has agreed to pay the following amounts:

15.

SUBSEQUENT EVENT

On November 9, 2010, the Company announced that it had concluded the sale of 7,000,001 Units to a limited number of U.S. and non-U.S persons for total gross proceeds of US$5,250,000. Each Unit, which was sold at a purchase price of US$0.75 per Unit, consisted of one (1) share of common stock of the Company (the "Common Stock") and one (1) warrant (a "Warrant") to purchase one (1) share of Common Stock. Each Warrant is exercisable for a period of 12 months from the date of issuance at an exercise price of US$0.90 per share of Common Stock.

The Company anticipates using the proceeds from the sale of the Units to advance its diamond drilling program at its copper and gold properties in the Sultanate of Oman and for general corporate purposes.

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 (3) months ended September 30, 2010. This discussion is intended to further the reader’s understanding of the interim condensed consolidated financial condition and results of operations of our Company.  This discussion should be read in conjunction with the interim condensed consolidated financial statements and notes thereto contained elsewhere in this report. These historical financial statements may not be indicative of our future performance.

Cautionary Statement Regarding Forward Looking Statements

The information provided in this Form 10-Q (the AReport@) may contain Aforward looking@ statements or statements which arguably imply or suggest certain things about our future. Statements, which express that we Abelieve@, Aanticipate@, Aexpect@, Aintend to@ or Aplan to@, as well as, other similar expressions and/or 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, risks related to:

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our properties being in the exploration stage

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our limited operating history

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mineral exploration and development activities

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our title and rights in and to our mineral properties

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our mineral operations being subject to government regulation

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the competitive industry of mineral exploration

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

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the fluctuation of prices for precious and base metals

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the possible dilution of our common stock from additional financing activities

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our subsidiary activities

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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.

Overview & Outlook

In this Report, references to “we,” “us,” “our” and/or the “Company” refer to Gentor Resources, Inc., a Florida corporation.

We are a Florida corporation formed under the name of Gentor Resources, Inc. on March 24, 2005.

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, silver, nickle and copper. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, and/or private property owned by others, both domestically and internationally.

As of the date of this Report, we maintain the rights to and are currently engaged in the exploration of mineral properties in (i) the state of Idaho (the “Idaho Project”) and (ii) the Sultanate of Oman (the “Oman Project”).  The Idaho Project, which was acquired around July 2007, is a molybdenum-tungsten-silver project located in east central Idaho. The Oman Project, which was acquired on March 8, 2010 in connection with the Company’s acquisition of Gentor Resources Limited, a British Virgin Islands registered company that was formerly known as APM Mining Limited (“Gentor Resources Limited”), is a copper project located on the southeast coast of the Arabian Peninsula in the Sultanate of Oman.

The Idaho Project and the Oman Project (each a “Project” and collectively, the “Projects”), the Company’s  only current mineral properties, are without known reserves and all of our exploration activities with respect to each Project to date have been exploratory in nature. There is no assurance that a “commercially viable” mineral deposit (that is, that the potential quantity of a mineral deposit and its market value would, after  consideration of the costs and expenses that would be required to explore, develop and/or extract any such  mineral deposit (if any), would justify a decision to do so) exists at either 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 either 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 either Project. We do not have sufficient financing to undertake the continued exploration of the Projects at the present time and there is no assurance that we will be able to obtain the necessary financing. As such, we intend to raise additional capital and/or seek a joint venture partner to finance the further exploration of the Projects.

If we are able to raise additional capital and/or attract and secure a joint venture partner who can provide the additional financing necessary to enable us to continue our exploration activities, we plan to continue exploration of the Projects for so long as the results of the geological exploration that we complete indicate that further exploration of each such Project is recommended. If our exploration activities result in an indication that either Project contains potentially commercial exploitable quantities of minerals, then we would attempt to complete feasibility studies on such properties to assess whether commercial exploitation of each such property would be commercially feasible. There is no assurance that commercial exploitation of either Project would be commercially feasible even if our initial exploration programs show evidence of significant mineralization.  

If we determine not to proceed with further exploration of either Project due to results from geological exploration that indicate that further exploration is not recommended, then we will attempt to acquire additional interests in new mineral resource properties. There is no assurance that we will be able to acquire an interest in a new property that merits further exploration. If we were to acquire an interest in a new property, then our plan would be to conduct resource exploration of the new property, to the extent that we have available resources to conduct such exploration. In any event, we anticipate that our acquisition of a new property and any exploration activities that we would undertake will be subject to our achieving additional financing, of which there is no assurance.

From December 31, 2008 to the date of this Report, the Company has not undertaken any substantive exploration activities at the Idaho Project.

As of the date of this Report, we intend to concentrate our available resources towards the exploration of the Oman Project, which we believe, is our most promising project. While the near-term outlook for copper prices and demand is uncertain, we believe the underlying fundamentals of the copper business remain positive, supported by limited supplies from existing mines, the absence of significant new development projects and increased demand from Asia.

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, 2010 was $839,149 as compared to a net loss of $121,550 for the three months ended September 30, 2009. The foregoing increase of $717,599 is attributable primarily to our increased exploration activity at the Oman Project.

Our net loss for the nine months ended September 30, 2010 was $2,465,527 compared to a net loss of $382,688 for the nine months ended September 30, 2009.  Again, the foregoing increase is primarily due to the increased exploration activity at the Oman Project.

During the nine months ended September 30, 2010, we spent approximately $985,099 in connection with the Oman Project and $10,580 in connection with the Idaho Project. Such expenditures are consistent with our current intention to concentrate our available resources towards the exploration of the Oman Project. We also incurred corporate and administrative costs of $1,230,272 compared with $221,297 for the same period in 2009, which is consistent with our increased activity levels. These costs include general office expense, general legal expenses, and accounting and compliance costs.

During the three and nine months ended September 30, 2010, stock based compensation expenses of $30,755 was incurred, compared to $nil during the same periods in 2009.

Depreciation costs for the three and nine months ended September 30, 2010 were $38,674 and $107,751, respectively, compared to $31,495 and $88,792 of depreciation costs for the same periods in 2009.

Liquidity and Capital Resources

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

Our net cash balance at September 30, 2010 was $278,418, compared to $17,547 as at December 31, 2009.  We did experience an increase of $2,315,792 in financing activities which was primarily the result of loan proceeds in the amount of $767,237 and the issuance of common shares and warrants in the amount of $1,895,480. However, this increase in financing activities was offset by $2,269,984 of operating activities which was the result of spending on exploration activities, general corporate and administrative costs and $215,063 in investing activities, primarily due to the acquisition of Gentor Resources Limited.

Total assets at September 30, 2010 were $18,949,079 compared to $385,872 as at December 31, 2009.  The change in these balances reflects the acquisition of Gentor Resources Limited and the allocation of the purchase price to mineral properties of $18,248,198.

Current liabilities at September 30, 2010 were $3,423,854 compared to $2,304,543 at December 31, 2009.  This increase in current liabilities is the result of additional financing in the form of notes payable and related party advances. In addition, there were increased accounts payable due to the exploration of the Oman Project.

Furthermore, we anticipate that the Company will also require additional capital to continue payment of ongoing general, administrative and operating costs associated with supporting its planned operations, the amounts of which are presently unknown.

Going Concern

We believe that the Company will require a minimum of approximately $2,800,000 to meet our capital requirements over the next twelve (12) months for the following estimated expenses: (i) $225,000 to maintain our rights to the Idaho Project, (ii) $2,000,000 to undertake exploration of the Oman Project, and (iii) $600,000 for general and administrative expenses, which includes legal fees and audit fees.  Our cash balance as at September 30, 2010 was $278,418.

In addition to our minimum capital requirements for the next twelve months, we believe that we will also require approximately $3,450,000 to discharge and/or reduce our current liabilities of which $2,510,000 are related to notes payable and due to related parties upon demand.  Management does not expect these notes and advances to be called in the short term; therefore, funds are not required to repay these obligations in the immediate future.

Due to the uncertainty of our ability to meet our current operating and capital expenses, our recurring net losses and negative cash flows from operations, the Form 10-K of the Company for the year ending December 31, 2009 included references to the Company’s ability to continue as a going concern. Our independent auditors had included an explanatory paragraph in their 2009 audit report concerning these matters which raise substantial doubt about the Company’s ability to continue as a going concern. Those financial statements did not include any adjustments that might be necessary if we were unable to continue as a going concern. 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 Oman Project.  There is no assurance that we will be able to obtain the necessary financing for the Oman Project on customary terms, or at all.

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.

Changes in Accounting Policies

We did not change our accounting policies during the three months ended September 30, 2010.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

Since the Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required under this item.

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, 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 effective.  

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:  

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

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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

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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. During the quarter ended September 30, 2010, there were no changes in the Company’s internal controls that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

None.

Item 1A.   Risk Factors.

Since the Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required under this item.

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

As previously reported in the Company’s Form 8-K filed on September 3, 2010, on August 30, 2010 (the “Grant Date”), and pursuant to the Gentor Resources 2010 Performance and Equity Incentive Plan (the “Plan”):

(1)

the Company issued 650,000 non-qualified stock options (the “Subject Employee Non-Qualified Stock Options”) to various employees (collectively, the “Employees”) of the Company.  The terms of the Subject Employee Non-Qualified Stock Options granted to the Employees provide that, with respect to each holder thereof: (i) the holder thereof is entitled to purchase one (1) share of the $0.0001 par value common stock of the Company (the “Common Stock”) at a purchase price of seventy five cent (US$0.75) per share of Common Stock at any time within five (5) years of the Grant Date and (ii) the Subject Employee Non-Qualified Stock Options granted to each such holder vests at a rate of twenty five percent (25%) on each six (6) month anniversary of the Grant Date.  Neither the Subject Employee Non-Qualified Stock Options, the Common Stock underlying the Subject Employee Non-Qualified Stock Options nor the sale thereof  have be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are “Restricted Securities” as such term is defined by Rule 144 under the Securities Act. The Company claims exemption from the registration provisions of the Securities Act with respect to the Subject Employee Non-Qualified Stock Options so issued pursuant to Section 4(2) of the Securities Act (as no public offering was involved).  The Company believes that the Employees have the knowledge and experience in financial matters such that the Employees are capable of evaluating the merits and risks of the acquisition of the Subject Employee Non-Qualified Stock Options.  All certificates representing the Subject Employee Non-Qualified Stock Options issued pursuant to the foregoing bear an appropriate legend restricting the transfer of such same, except in accordance with the Securities Act; and

(2)

the Company issued 75,000 non-qualified stock options (the “Subject Consultant Non-Qualified Stock Options”) to various consultants (collectively, the “Consultants”) of the Company.  The terms of the Subject Consultant Non-Qualified Stock Options granted to the Consultants provide that, with respect to each holder thereof: (i) the holder thereof is entitled to purchase one (1) share of Common Stock at a purchase price of seventy five cent (US$0.75) per share of Common Stock at any time within five (5) years of the Grant Date and (ii) the Subject Consultant Non-Qualified Stock Options granted to each such holder vests at a rate of twenty five percent (25%) on each six (6) month anniversary of the Grant Date.  Neither the Subject Consultant Non-Qualified Stock Options, the Common Stock underlying the Subject Consultant Non-Qualified Stock Options nor the sale thereof  have be registered under the Securities Act and are “Restricted Securities” as such term is defined by Rule 144 under the Securities Act. The Company claims exemption from the registration provisions of the Securities Act with respect to the Subject Consultant Non-Qualified Stock Options so issued pursuant to Section 4(2) of the Securities Act (as no public offering was involved).  The Company believes that the Consultants have the knowledge and experience in financial matters such that the Consultants are capable of evaluating the merits and risks of the acquisition of the Subject Consultant Non-Qualified Stock Options.  All certificates representing the Subject Consultant Non-Qualified Stock Options issued pursuant to the foregoing bear an appropriate legend restricting the transfer of such same, except in accordance with the Securities Act.

As previously reported in the Company’s Form 8-K filed on November 8, 2010:

(1)

On October 28, 2010, the Company sold 2,777,068 Units (as defined herein) to two different non-U.S. Persons (as such term is defined in Rule 902 of Regulation S of the Securities Act of 1933)(each a “Purchaser”) for aggregate consideration of US$2,082,801. Each Unit (each a “Unit”) consists of one (1) share of the $.0001 par value common stock of the Company (the “Common Stock”) and one (1) warrant (a “Warrant”) to purchase one (1) share of Common Stock. The terms of the Warrant provide that the holder thereof is entitled to purchase one share (1) share of Common Stock at a purchase price of ninety cents (US$0.90) per share of Common Stock at any time within twelve (12) months subsequent to the date of the issuance of the Warrant. Neither the Common Stock, the Warrants or the Common Stock underlying the Warrants that comprise the Units nor the sale thereof have be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are “Restricted Securities” as such term is defined by Rule 144 under the Securities Act. The Company claims exemption from the registration provisions of the Securities Act with respect to the Units so issued pursuant to Section 4(2) of the Securities Act (as no public offering was involved) and/or Regulation S under the Securities Act.  Each Purchaser, who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), made an informed investment decision based upon negotiation with the Company. The Company believes that each Purchaser has the knowledge and experience in financial matters such that such Purchaser is capable of evaluating the merits and risks of acquisition of the Units.  All certificates representing the Common Stock and the Warrants issued pursuant to the foregoing bear an appropriate legend restricting the transfer of such same, except in accordance with the Securities Act.

(2)

On October 28, 2010, the Company sold 1,222,932 Units (as defined herein) to two different U.S. Persons (as such term is defined in Rule 902 of Regulation S of the Securities Act of 1933)( each a “Purchaser”) for aggregate consideration of US$917,199. Each Unit (each a “Unit”) consists of one (1) share of the $.0001 par value common stock of the Company (the “Common Stock”) and one (1) warrant (a “Warrant”) to purchase one (1) share of Common Stock. The terms of the Warrant provide that the holder thereof is entitled to purchase one share (1) share of Common Stock at a purchase price of ninety cents (US$0.90) per share of Common Stock at any time within twelve (12) months subsequent to the date of the issuance of the Warrant. Neither the Common Stock, the Warrants or the Common Stock underlying the Warrants that comprise the Units nor the sale thereof have be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are “Restricted Securities” as such term is defined by Rule 144 under the Securities Act. The Company claims exemption from the registration provisions of the Securities Act with respect to the Units so issued pursuant to Section 4(2) of the Securities Act (as no public offering was involved) and/or Regulation D under the Securities Act.  Each Purchaser, who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), made an informed investment decision based upon negotiation with the Company. The Company believes that each Purchaser has the knowledge and experience in financial matters such that such Purchaser is capable of evaluating the merits and risks of acquisition of the Units.  All certificates representing the Common Stock and the Warrants issued pursuant to the foregoing bear an appropriate legend restricting the transfer of such same, except in accordance with the Securities Act.

(3)

On October 29, 2010, the Company sold 333,334 Units (as defined herein) to a non-U.S. Person (as such term is defined in Rule 902 of Regulation S of the Securities Act of 1933)(the “Purchaser”) for aggregate consideration of US$250,000. Each Unit (each a “Unit”) consists of one (1) share of the $.0001 par value common stock of the Company (the “Common Stock”) and one (1) warrant (a “Warrant”) to purchase one (1) share of Common Stock. The terms of the Warrant provide that the holder thereof is entitled to purchase one share (1) share of Common Stock at a purchase price of ninety cents (US$0.90) per share of Common Stock at any time within twelve (12) months subsequent to the date of the issuance of the Warrant. Neither the Common Stock, the Warrants or the Common Stock underlying the Warrants that comprise the Units nor the sale thereof have be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are “Restricted Securities” as such term is defined by Rule 144 under the Securities Act. The Company claims exemption from the registration provisions of the Securities Act with respect to the Units so issued pursuant to Section 4(2) of the Securities Act (as no public offering was involved) and/or Regulation S under the Securities Act.  The Purchaser, who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), made an informed investment decision based upon negotiation with the Company. The Company believes that the Purchaser has the knowledge and experience in financial matters such that the Purchaser is capable of evaluating the merits and risks of acquisition of the Units.  All certificates representing the Common Stock and the Warrants issued pursuant to the foregoing bear an appropriate legend restricting the transfer of such same, except in accordance with the Securities Act.

(4)

On November 2, 2010, the Company sold 2,666,667 Units (as defined herein) to a non-U.S. Person (as such term is defined in Rule 902 of Regulation S of the Securities Act of 1933)(the “Purchaser”) for aggregate consideration of US$2,000,000. Each Unit (each a “Unit”) consists of one (1) share of the $.0001 par value common stock of the Company (the “Common Stock”) and one (1) warrant (a “Warrant”) to purchase one (1) share of Common Stock. The terms of the Warrant provide that the holder thereof is entitled to purchase one share (1) share of Common Stock at a purchase price of ninety cents (US$0.90) per share of Common Stock at any time within twelve (12) months subsequent to the date of the issuance of the Warrant. Neither the Common Stock, the Warrants or the Common Stock underlying the Warrants that comprise the Units nor the sale thereof have be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are “Restricted Securities” as such term is defined by Rule 144 under the Securities Act. The Company claims exemption from the registration provisions of the Securities Act with respect to the Units so issued pursuant to Section 4(2) of the Securities Act (as no public offering was involved) and/or Regulation S under the Securities Act.  The Purchaser, who is an accredited investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), made an informed investment decision based upon negotiation with the Company. The Company believes that the Purchaser has the knowledge and experience in financial matters such that the Purchaser is capable of evaluating the merits and risks of acquisition of the Units.  All certificates representing the Common Stock and the Warrants issued pursuant to the foregoing bear an appropriate legend restricting the transfer of such same, except in accordance with the Securities Act.

Item 3.   Defaults Upon Senior Securities.

None.

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

None.

Item 5.   Other Information.

None.

Item 6.   Exhibits.

_______________________________

[1]

Filed herewith

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, 2010

/s/ Peter Ruxton

____________________

By: Peter Ruxton, President and principal executive officer

Date: November 12, 2010

/s/ Donat Madilo

______________________

By: Donat Madilo, principal financial officer