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 June 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 42,163,000 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

(a)

Consolidated Balance Sheets

GENTOR RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Stated in US dollars)

(unaudited)

ASSETS

LIABILITIES

SHAREHOLDERS’ EQUITY

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

(b)

Consolidated Statements of Operations

GENTOR RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US dollars)

(unaudited)

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

(c)     Consolidated Statement of Cash Flows

GENTOR RESOURCES, INC.
(An Exploration Stage Company)

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 consolidated financial statements

(d)

Consolidated Statements of Shareholders’ Equity

GENTOR RESOURCES, INC.

(An exploration stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Six months ended June 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 consolidated financial statements

(e)

Notes to the Condensed Consolidated Financial Statements

GENTOR RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As at and for the period ended June 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 six months ended June 30, 2010, the Company has a loss from operations of $1,626,378 and accumulated deficit of $7,594,245, 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, explore and develop the mining properties and the discovery, development and sale of ore reserves.

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 six month periods ended June 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 APM Mining Limited.  Gentor Idaho was incorporated on June 28, 2007 under the laws of the State of Idaho.  APM Mining Limited was incorporated on November 19, 2009 under the laws of the British Virgin Islands.

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

FOREIGN EXCHANGE

These consolidated financial statements are expressed in the functional currency of the Company, United States dollars (“U.S.$”).  The Company’s functional currency is U.S. $ 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 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 year.

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 deposit 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 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 risk on net working capital as at June 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 June 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 APM Mining Limited (“APM Mining”) in exchange for 10,362,000 of its own common shares.  

APM Mining is a mineral exploration company which has secured the earn-in rights to specific exploration ground holdings in the Sultanate of Oman (“Oman”), comprised 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. 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 an average market price of the shares over the two-day period before and after March 8, 2010, being the date the Company and APM Mining 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 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 APM Mining with respect to the Company’s Block 5 project located in the Sultanate of 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.

PREPAID AND DEPOSITS

Prepaid and deposits include 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 APM Mining, the earn-in rights to the Block 5 and Block 6 copper exploration projects located in Oman.  Pursuant to the Earn-in Agreement between Al Fairuz Mining Company, LLC (“Al Fairuz Mining”) and APM Mining, which relates to the Block 5 Project, the Company has the right to obtain 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 APM Mining, 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 June 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 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 by 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 would be 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.  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

June 30, 2010

December 31, 2009

7.

RELATED PARTY TRANSACTIONS

As at June 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 June 30, 2010 (December 31, 2009 - $nil) an amount of $8,121 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 June 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 $196,313 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.  This amount includes interest of $2,537 as of June 30, 2010.  

During the three and six month periods ended June 30, 2010, $500 and $1,000 (three and six month periods ended June 30, 2009 - $1,000 and $3,000), 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 consolidated statements of operations and deficit under geology expenses.

As part of the acquisition of APM Mining (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 June 30, 2010, the Company has $1,529,584 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 $ 36,366 As of June 30, 2010, the loan payable repayments for each of the years ending December 31 are as follows:

The estimated fair value of the loan is $86,483 and it is calculated using the borrowing rates for loans with similar terms and maturities.

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

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.  

On March 8, 2010, as a result of the acquisition of APM Mining (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 the Sultanate of 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 the Sultanate of Oman, and the Company with respect to the Company’s Block 5 project located in the Sultanate of Oman (see Note 12).  These shares included as part of the purchase price of APM Mining (see Note 4).     

On April 29, 2010, there were 4,000,000 units sold at a price of $0.50 per unit, consisting of 1 share of common stock of the Company and 1 warrant (“Warrant”) to purchase 1 share of common stock, as part of a private placement.  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.

As at June 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.  

12.

NON-CASH TRANSACTIONS

13.

       INCOME TAXES

For income tax purposes the Company had $1,626,378 of net operating losses for the six month period ended June 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 $7,665,000 at June 30, 2010. 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.

14.

       SUBSEQUENT EVENT

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.

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) and six (6) months ended June 30, 2010. 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 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 our properties being in the exploration stage

$

risks related to our limited operating history

$

risks related to mineral exploration and development activities

$

risks related to our title and rights in and to our mineral properties

$

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

$

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

$

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

$

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.

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, 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 project located in east central Idaho. The Oman Project, which was acquired on March 8, 2010 in connection with the Company’s  acquisition of APM Mining Ltd., a British Virgin Islands registered company (“APM Mining”), 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 June 30, 2010 was $640,377 as compared to a net loss of $140,044 for the three months ended June 30, 2009.   The foregoing increase of $500,333 is attributable primarily to our increased exploration activity at the Oman Project. Our net loss for the six month ended June 30, 2010 was $1,626,378 compared to a net loss of $261,138 for the six months ended June 30, 2009.  Again, the foregoing increase is primarily due to the increased exploration activity at the Oman Project.

During the three and six months ended June 30, 2010, we spent approximately $20,983 and $738,395, respectively, in connection with the  Oman Project and $25,000 and $51,637, respectively, 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 $556,827 and $766,143, respectively, compared with $75,710 and $152,904, respectively, for the same periods in 2009, which is consistent with our increased activity levels. These costs include general office expense, general legal expenses, and accounting and compliance costs.

Depreciation costs for the three and six months ended June 30, 2010 were $37,567 and $69,077, respectively, compared to $33,838 and $57,297, respectively, of depreciation costs for the same period 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 June 30, 2010 was $964,334, compared to $17,547 as at December 31, 2009.  We did experience an increase of $2,246,777 in financing activities which was primarily the result of $2,000,000 of gross proceeds received as the result of a private placement and loan proceeds in the amount of $767,237. However, this increase in financing activities was offset by $1,529,607 of operating activities which was the result of spending on exploration activities, general corporate and administrative costs and $229,617 in investing activities, primarily due to the acquisition of APM Mining.

Total assets at June 30, 2010 were $19,647,801 compared to $2,304,543 as at December 31, 2009.  The change in these balances reflects the acquisition of APM Mining and the allocation of the purchase price to mineral properties of $18,248,198.

Current liabilities at June 30, 2010 were $3,311,383 compared to $2,304,543 as 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 $2,825,000 to meet our capital requirements over the next twelve 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 June 30, 2010 was $964,334.

In addition to our minimum capital requirements for the next twelve months, we believe that we will also require approximately $3,300,000 to discharge and/or reduce our current liabilities of which $2,468,906 are related to notes payable and due to related parties payable 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 ended 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 June 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:  

$

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. During the quarter ended June 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 April 28, 2010, on April 28, 2010, the Company issued 100,000 shares (the “Employee Subject Shares”) of its of its $0.0001 par value common stock of the Company (the “Common Stock”) to an employee (the “Employee”) of the Company for the services performed by the Employee in connection with securing the Company’s mineral property rights located in the Sultanate of Oman. Neither the Employee Subject Shares 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 Employee Subject Shares so issued pursuant to Section 4(2) of the Securities Act as no public offering was involved. The Company believes that the Employee has the knowledge and experience in financial matters such that the Employee is capable of evaluating the merits and risks of acquisition of the Employee Subject Shares.  All certificates representing the Common Stock of the Employee Subject Shares issued pursuant to the foregoing bear an appropriate legend restricting the transfer of same, except in accordance with the Securities Act.  

As previously reported in the Company’s Form 8-K filed on April 28, 2010, on April 28, 2010, the  Company issued 2,500,000 shares of its Common Stock (the “Recipient Subject Shares”) to a non-U.S. Person  (as such term is defined in Rule 902 of Regulation  S of the Securities Act of 1933)(the “Recipient”) in  connection with the amendment of that certain Earn-In Agreement between Al Fairuz Mining Company, LLC,  a company incorporated under the laws of the Sultanate of Oman, and the Company with  respect  to  the  Company’s Block 5 project located in the Sultanate of Oman. Neither the Recipient Subject Shares 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 Recipient Subject Shares so issued pursuant to Section 4(2) of the Securities Act as no public offering was involved. The Company believes that the Recipient has the knowledge and experience in financial matters such that the Recipient is capable of evaluating the merits and risks of acquisition of the Recipient Subject Shares.  All certificates representing the Common Stock of the Recipient Subject Shares issued pursuant to the foregoing bear an appropriate legend restricting the transfer of same, except in accordance with the Securities Act.

As previously reported in the Company’s Form 8-K  filed  on  April  30, 2010, on April 29, 2010, Gentor  Resources, Inc. (the “Company”) sold 4,000,000 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 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 seventy five cents (US$0.75) per share of Common Stock at any time within twenty four (24) 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 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.

As previously reported on the Company’s Form 8-K filed on July 28, 2010, on July 23, 2010, the Board of Directors (the “Board of Directors”) of the Company authorized and approved the adoption and implementation of the Gentor Resources 2010 Performance and Equity Incentive Plan (the “Plan”).

The principal terms of the Plan are summarized below. The following summary is qualified in its entirety by the full text of the Plan which is referenced herewith as Exhibit 10.11.

Purpose of the Plan.  The purpose of the Plan is to promote the interests of the Company, our subsidiaries and  our shareholders by (i) attracting and retaining officers, employees and directors of, and consultants to, the  Company and our subsidiaries and affiliates; (ii) motivating such individuals by means of performance-related  incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long­term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and our  shareholders.

Administration of the Plan. The Plan will be administered, construed and interpreted by the Committee (as such term is defined in the Plan); provided, however, with respect to awards to independent directors (if any), the Board of Directors will have the sole authority to administer the Plan. The Committee may delegate some or all of its authority with respect to the Plan to another committee of directors. The Committee has broad authority under the Plan with respect to award grants.

No Repricing. In no case (except due to an adjustment to reflect a stock split or similar event or any repricing that may be approved by shareholders) will any adjustment be made to any outstanding award under the Plan (by amendment, cancellation and re-grant, exchange or other means) that would constitute a repricing of the per share exercise or base price of the award.  

Eligibility. Persons eligible to receive awards under the Plan include officers or employees of the Company or any of our subsidiaries or affiliates, directors of the Company, and certain consultants and advisors to the Company or any of our subsidiaries or affiliates. We have approximately two (2) employees (including all of the named executive officers), and four (4) non-employee directors, who are eligible to receive awards under the Plan as of the date of this report.  

Authorized Shares. The aggregate number of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) subject to awards granted under the Plan is 4,000,000 shares (the “Share Limit”). The shares subject to the Plan may be either shares reacquired by the Company, including shares purchased in the open market, or authorized but unissued shares.  The Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the Plan.  

Types of Awards. The Plan authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and other forms of awards granted or denominated in our Common Stock, as well as performance based awards, which may be denominated in cash or stock. The Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be paid or settled in cash.  

Options. A stock option is the right to purchase shares of our Common Stock at a future date at a specified price per share, or the exercise price. An option may either be an incentive stock option or a non­qualified stock option. The maximum term of an option is ten years from the date of grant. The per share  exercise price of an incentive stock option generally may not be less than the fair market value of a share of our Common Stock on the date of grant. However, the per share exercise price of a non-qualified stock option shall be such price as the Committee may determine, provided, that such price may not be less than the minimum price required by applicable law. Incentive stock option benefits are taxed differently from non-qualified stock options, as described under heading “Federal Income Tax Consequences of Awards Under the Plan” set forth below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S.  Internal Revenue Code and the Plan. Incentive stock options may only be granted to employees of the Company or our subsidiaries.

Stock Appreciation Rights. A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of our Common Stock on  the date of exercise of the stock  appreciation right over the base price of the stock appreciation right. The base price will be established by the Committee at the time of grant of the stock appreciation right and generally cannot be less than the fair market value of a share of our Common Stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant.  

Restricted Stock. Shares of restricted stock are shares of Common Stock that are subject to certain restrictions on sale, pledge, or other transfer by the recipient during a particular period of time (the restricted period). Subject to the restrictions provided in the applicable award agreement and the Plan, a participant receiving restricted stock may have all of the rights of a shareholder as to such shares, including the right to receive dividends.  

Restricted Stock Units. A restricted stock unit, or RSU, represents the right to receive one share of our Common Stock on a specific future vesting or payment date. Subject to the restrictions provided in the   applicable award agreement and the Plan, a participant receiving RSUs has no shareholder rights until shares of Common Stock are issued to the participant. RSUs may be granted with dividend equivalent rights.

Other Stock Based Awards. The other types of awards that may be granted under the Plan include,  without limitation, awards of shares of Common Stock, phantom stock and other awards that are valued in  whole or in part by reference to, or otherwise based on, our Common Stock. Such awards may be made alone or in addition to or in connection with any option, restricted stock unit or any other award granted hereunder.  The Committee may determine the terms and conditions of any such award.  

Performance Awards. The Committee may grant awards that are intended to be performance-based awards within the meaning of Section 162(m) of the U.S. Internal Revenue Code, referred to as performance awards. Performance awards are in addition to any of the other types of awards that may be granted under the Plan (including options and stock appreciation rights which may also qualify as performance-based awards for Section 162(m) purposes). A performance award may consist of a right that is (i) denominated in cash or shares (including but not limited to restricted stock or restricted stock units), (ii) valued, as determined by the Committee, in accordance with the achievement of one or more performance criteria as the Committee will establish, and (iii) payable at such time and in such form as the Committee will determine.  

The vesting or payment of performance awards (other than options or stock appreciation rights) will depend on the absolute or relative performance of the Company on a consolidated, subsidiary, segment, division, or business unit basis. The Committee will establish the criteria and target(s) on which performance will be measured. The Committee must establish criteria and targets in advance of applicable deadlines under

 the U.S. Internal Revenue Code and while the attainment of the performance targets remains substantially uncertain. The criteria that the Committee  may use for this purpose will include any one  or  more  of  the  following performance criteria, either individually, alternatively or in any combination, applied to either the  Company as a whole or to a business unit, affiliate or business segment, either individually, alternatively or in  any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or a per share basis or relative to a pre-established target, to previous years’ results or to a designated comparison  group, in each case as specified by the Committee in the award: (i) cash flow; (ii) earnings (including gross  margin and/or EBITDA); (iii) earnings per share; (iv) growth in earnings, cash flow, revenue, gross margin,  operating expense or operating expense as a percentage of revenue; (v) stock price; (vi) return on equity or  average shareholder equity; (vii) total shareholder return; (viii) return on capital; (ix) return on assets or net  assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net  operating income; (xiv) operating profit, net operating profit or controllable operating profit; (xv) operating  margin or operating expense or operating expense as  a percentage of revenue;  (xvi)  return on operating  revenue; (xvii) overhead or other expense reduction; (xviii) credit rating; (xix) strategic plan development and  implementation; (xx) succession plan development and implementation; (xxi) acquisitions consummated; (xxii) improvement in productivity or workforce diversity;  (xxiii) attainment of objective operating goals and  employee metrics; (xxiv) economic value added; and (xxv) any other similar criteria. These terms are used as  applied under generally accepted accounting principles or in the financial reporting of the Company or of our  subsidiaries. The performance measurement period with respect to an award may range from three months to  ten years. To the extent consistent with Section 162(m) of the Code, the Committee may appropriately adjust  any evaluation of performance under the performance criteria set forth in the award to mitigate the unbudgeted  impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events  not foreseen at the time the targets were set unless the Committee provides otherwise at the time of establishing  the targets; provided that the Committee may not make any adjustment to the extent it would adversely affect  the qualification of any compensation  payable  under such performance targets as “performance-based  compensation” under Section 162(m).  

Performance awards may be paid in stock or in cash. Before any performance-based award (other than an option or stock appreciation right) is paid, the Committee must certify that the performance target or targets have been satisfied. The Committee has discretion to determine the performance target or targets and any other restrictions or other limitations of performance awards.  

Change In Control. Prior to the occurrence of a change in control (as defined in the Plan), the Committee has the discretion to determine the impact of any change in control on the awards outstanding under the Plan, other than performance awards. The Committee may (i) provide for the assumption or substitution of, or adjustment to, each outstanding award; (ii) accelerate the vesting of awards and terminate any restrictions on awards;  and/or (iii) provide for the cancellation of awards for a cash payment per share/unit in an amount based on the fair market value of the award with reference to the change in control, which amount may be zero if applicable.  In the event of a change of control, any outstanding performance awards which have been earned but not paid will become immediately payable. In addition, if a change of control occurs during a performance period, the performance periods will end on the date of the change in control, and the Committee will determine the extent to which performance criteria set forth in the award have been met and pay each participant partial or full awards based on such determination.

Transfer Restrictions. Awards under the Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution, or pursuant to domestic relations orders, and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Committee has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws.

Adjustments. As is customary in incentive plans of this nature, each Share Limit and the number and kind of  shares available under the Plan and any outstanding  awards, as well as the exercise or purchase prices of  awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or  other similar events that change the number or kind of shares outstanding, and extraordinary dividends or  distributions of property to the shareholder.  

Termination of or Changes to the Plan. The Committee may amend or terminate the Plan at any time and in  any manner. Shareholder approval for an amendment will be required only to the extent then required by applicable law or any applicable listing agency or required under Sections 162, 409A, 422 or 424 of the U.S.  Internal Revenue Code to preserve the intended tax consequences of the plan. Unless terminated earlier by the Board of Directors, the authority to grant new awards under the Plan will terminate on July 23, 2020.  Outstanding awards, as well as the Board of Director’s authority with respect thereto, generally will continue following the expiration or termination of the Plan. Generally speaking, outstanding awards may be amended by the Committee (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.  

Federal Income Tax Consequences of Awards under the Plan.  

The U.S. federal income tax consequences of the Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe state, local, or international tax consequences.  

With respect to non-qualified stock options, the Company generally will be entitled to deduct, and the participant will recognize, taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, the Company generally will not be entitled to a deduction nor will the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax.  

The current federal income tax consequences of other awards authorized under the Plan generally follow certain basic patterns: stock appreciation rights  are  taxed and deductible in substantially the same  manner as non-qualified stock options; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant);  restricted stock units result in income recognition at such time shares are issued with respect to the RSUs equal  to the fair market value of the shares distributed; bonuses, cash and stock-based performance awards, dividend  equivalents, stock units, and other types of awards are generally subject to tax at the time of payment; and  compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income.

If an award is accelerated under the Plan in connection with a “change in control” (as this term is used under the U.S. Internal Revenue Code), the Company may not be permitted to deduct the portion of the compensation attributable to the acceleration (parachute payments) if it exceeds certain threshold limits under the U.S. Internal Revenue Code (and certain related excise taxes may be triggered). Furthermore, the aggregate compensation in excess of $1,000,000 attributable to awards that are not “performance-based” within the meaning of Section 162(m) of the U.S. Internal Revenue Code may not be permitted to be deducted by the Company in certain circumstances.  

If any award constitutes non-qualified deferred compensation under Section 409A of the U.S. Internal Revenue Code, the Company intends that the incentive will be structured with the intent that it will comply with Section 409A to avoid the imposition of additional tax, penalties, and interest on the participant.  However, the Company does not warrant that any award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law.

Nonexclusivity of the Plan. The adoption of the Plan shall not be construed as creating any limitations upon the  right and authority of the Board of Directors to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to  a class or classes of individuals or specifically to a  particular individual or individuals) as the Board of Directors in its discretion determines desirable, including, without limitation, the granting of stock options or stock appreciation rights other than under the Plan.

Item 6.   Exhibits.

_______________________________

[1]

Filed herewith

[2]

Filed as part of Form 8-K filed March 6, 2007

[3]

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

[4]

Filed as part of Form 8-K filed September 2, 2009

[5]

Filed as part of the Form 10-Q filed May 17, 2010

[6]

Filed as part of the Form 8-K filed July 28, 2010

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: August 13, 2010

/s/ Peter Ruxton

____________________

By: Peter Ruxton, President and principal executive officer

Date: August 13, 2010

/s/ Donat Madilo

______________________

By: Donat Madilo, principal financial officer