SB-2/A 1 formwp.htm AMENDED REGISTRATION STATEMENT

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM SB-2

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

GENTOR RESOURCES, INC.

(Name of small business Issuer in its charter)

Florida 1000 20-2679777

(State or other (Primary Standard (I.R.S. Employer

jurisdiction of Industrial Identification No.)

incorporation or Classification Code

organization) Number)

1 Alder Gulch Road

Virginia City, Montana 59755

(406)843-5383

(Address and Telephone Number of Principal Executive Offices and

Principal Place of Business)

Lloyd J. Bardswich, President

Gentor Resources, Inc.

1 Alder Gulch Road

Virginia City, Montana 59755

(406)843-5383

(Name, Address and Telephone Number of Agent for Service)

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Copies to:

Edward H. Gilbert, Esq.

Edward H .Gilbert, P.A.

5100 Town Center Circle, Suite 430

Boca Raton, Florida 33486

(561) 361-9300 Ext. 202

Approximate date of commencement of proposed sale to the public: As

soon as practicable after this Registration Statement becomes

effective.

If this Form is filed to register additional securities for an

offering pursuant to 462(b) under the Securities Act, check the

following box and list the Securities Act registration statement

number of the earlier effective registration statement for the same

offering. ( )

If this Form is a post-effective amendment filed pursuant to Rule

462(c) under the Securities Act, check the following box and list

the Securities Act registration statement number of the earlier

effective registration statement for the same offering. ( )

If this Form is a post-effective amendment filed pursuant to Rule

462(d) under the Securities Act, check the following box and list

the Securities Act registration statement number of the earlier

effective registration statement for the same offering. ( )

If delivery of the prospectus is expected to be made pursuant to

Rule 434, please check the following box. ( )

CALCULATION OF REGISTRATION FEE

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Title of Amount to Proposed Proposed Amount of

each class be maximum maximum registration

of registered offering aggregate fee

securities price per offering

to be Share (1) price (1)

registered

Common 200,000 $5.00 $1,000,000 $117.70

Stock, shares

$.0001 par

value

</TABLE>

(1) Estimated solely for purpose of calculating the registration fee.

<PAGE>

The Registrant hereby amends this Registration Statement on such

date or dates as may be necessary to delay its effective date until

the Registrant shall file a further amendment which specifically

states that this Registration Statement shall thereafter become

effective in accordance with Section 8(a) of the Securities Act of

1933 or until the Registration Statement shall become effective on

such date as the Commission, acting pursuant to said Section 8(a),

may determine.

<PAGE>

The information in this prospectus is not complete and may be

changed. We may not sell these securities until the registration

statement filed with the Securities and Exchange Commission is

effective. This prospectus is not an offer to sell these securities,

and it is not soliciting an offer to buy these securities in any

state where the offer or sale is not permitted.

Subject to completion, May 1, 2006

Prospectus

Gentor Resources, Inc.

200,000 shares of Common Stock

$5.00 per share

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Per Share Minimum Maximum

Initial Offering $5.00 $200,000 $1,000,000

Price to Public

Commissions $0.00 $0 $0

Proceeds to

Gentor Resources $5.00 $200,000 $1,000,000

</TABLE>

This is our initial public offering. There has never been a public

market for our common stock, and we have arbitrarily determined the

offering price.

We are offering the shares on a "best efforts" basis. We are making

the offering through our president, who will not be compensated for

offering the shares. Any prospective purchaser will be required to

purchase a minimum 1,000 shares. All proceeds from the offering

will be deposited into a non-interest bearing special receipts

account in our name, and unless we receive paid subscriptions for at

least 40,000 shares by May 31, 2006, no shares will be sold and all

proceeds held in the special receipts account will be promptly

returned to subscribers without interest. If we receive paid

subscriptions for at least 40,000 shares by May 31, 2006, we will

transfer those proceeds from the special receipts account to our

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general operating account. Any proceeds that we receive after the

receipt of proceeds from the sale of 40,000 shares will be deposited

directly into our general operating account. If we sell at least

40,000 shares by May 31, 2006, we may extend our offering until the

earlier of September 30, 2006 or the time that all 200,000 shares

are sold.

An investment in the shares involves substantial risks and is

speculative. SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THIS

PROSPECTUS.

Neither the Securities and Exchange Commission nor any state

securities commission has approved or disapproved of these

securities or determined if this prospectus is truthful or complete.

Any representation to the contrary is a criminal offense.

The date of this prospectus is May 1, 2006

<PAGE>

In making a decision whether to buy our common stock, you should

only rely on the information contained in this prospectus. We have

not authorized anyone to provide you with any different or other

information.

<PAGE>

PROSPECTUS SUMMARY

Because this is only a summary, it does not contain all of the

information that may be important to you. Before deciding whether to

invest in our common stock, you should carefully read the entire

prospectus. In this prospectus, references to "we," "us" and "our"

refer to Gentor Resources, Inc.

Our Proposed Business

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. We are in the

business of gold exploration. We have already entered into an

Amended and Restated Mining Exploration and Option Agreement with

Hartmut W. and Inga M. Baitis (the "Claim Owner") which relates to

six (6) unpatented mining claims, Gold #1 through Gold #6

(collectively, the "Subject Claims") owned by the Claim Owner within

the Delmoe Lake Property in Jefferson County, Montana.

The 120 acre Delmoe Lake Property (the "Property") is located in

southwest Montana approximately 25 miles east of Butte, within the

Homestake Mining District of Jefferson County, Montana. The

Property is located on the southeast flank of the Boulder Batholith.

A major northeast-southwest trending fault line (a lineament) is

immediately adjacent to the mineralized area.

Little information is available on the history of the Property or

surrounding area prior to 1981. In September of 1981, Noranda

Exploration Company ("Noranda") conducted surface and underground

testing of rock to determine the presence or absence of gold. Under

the supervision of the Claim Owner, the samples of rock from the

Property were collected and chemically tested (assayed) to determine

the amounts of valuable metals. Results from the Noranda samples

showed anomalous values of gold. Later, in 1992, Independence Mining

carried out a similar sampling program on the Property. Their

sampling results were similar to the previous Noranda results. The

potential economic significance of the Subject Claims is based upon

the sampling results previously reported by Noranda and Independence

Mining, as well as the report by Roscoe Postle Associates, Inc.

which confirms the anomalous presence of gold in the Subject Claims.

However, the Subject Claims have not yet been explored by us. The

Property is without known reserves. The Property is accessed by 13

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miles of improved and unimproved gravel road off of Interstate

Highway 90. A 2 mile 4-wheel drive road would be used to access the

Property from Delmoe Lake, but such road will require work to

provide access for heavy equipment.

The Property is considered to be at the grass-roots exploration

stage. There is no assurance that commercially viable gold-bearing

mineral deposits exist on any of the Subject Claims. Our objective

is to conduct a two Phase exploration program on the Subject Claims

to assess the extent of any mineral deposits. Although previous

workers on the Property reported the presence of gold in quartz

veins, we cannot provide any assurance that the Subject Claims will

prove commercially viable.

Our plan is to complete the first Phase of our exploration program

in order to assess the nature and tenor of the gold mineralization

and to determine the advisability of proceeding with Phase 2. Based

upon the report prepared by Roscoe Postle Associates, Inc. ("Roscoe

Postle Associates") we anticipate that the cost to undertake Phase 1

of our exploration program is approximately $140,000. If Phase 1 of

our exploration program is successful, we expect to proceed with a

second Phase of our exploration program. Phase 2 of our exploration

program is expected to include further excavation, drilling and

engineering studies, and is expected to cost us approximately

$250,000. Until we have completed Phase 2 of our exploration

program, we can not determine if commercially viable gold deposits

exist within the Subject Claims because Phase 1 does not include a

drilling program, and without a drilling program, there is not

enough information to determine if the Subject Claim contains

commercially viable deposits of gold. We have determined that if we

receive at least the minimum proceeds of our offering, we will have

adequate funds to complete Phase 1 of our exploration program as

recommended by Roscoe Postle Associates, but we will not have

sufficient funds to proceed with Phase 2 of our exploration program

unless we raise substantial additional capital or locate a joint

venture partner. If we receive the maximum proceeds of our offering

we will have sufficient funds to complete Phase 2 of our exploration

program.

Until we complete Phase 1 of our exploration program, we are unable

to determine when or if Phase 2 of our exploration program would

commence. The Directors of Gentor, all whom have mining and

exploration expertise, will assess and review the results, data and

<PAGE>

analysis derived from our Phase 1 exploration program to determine

the presence of gold, the feasibility, if any, of recovering any

such gold deposits, and whether or not the planned expenditures for

Phase 2 of our exploration program are warranted. Since the

maintenance of the Option Agreements are relatively inexpensive, if

the results of the Phase 1 exploration program indicate the presence

of gold, but less than expected based on the previous results of

Noranda and Independence Mining, such that it would not be costs

effective and/or profitable to mine or further explore the Property

based on the then current price of gold, then we plans to keep the

Option Agreements open and hope for higher gold prices that would

justify further development of the Subject Claims. Also, if the

Directors of Gentor determine that further development and/or

exploration of the Subject Claims is not warranted at such time,

then we intend to acquire new claims for exploration, if we have the

adequate funds to do so.

To date our founders, Arnold T. Kondrat and Lloyd J. Bardswich have

contributed an aggregate of $50,000 to our capital in exchange for

which we have issued 450,000 and 50,000 shares of our common stock,

respectively to such parties.

Since our inception, we have not generated any revenues, and we have

incurred losses. We have not yet commenced operations, and our

auditors have, as part of their report on our financial statements,

included a "going concern opinion". A "going concern opinion"

expresses substantial doubt as to our ability to continue as a going

concern. Currently, we are entirely reliant upon receipt of at

least the minimum proceeds of our offering to commence our proposed

operations.

Corporate Information

We are a Florida corporation formed on March 24, 2005.

Our executive offices are located at 1 Alder Gulch Road, Virginia

City, Montana 59755, and our telephone number is(406)843-5383.

<PAGE>

Our Offering

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<S> <C>

Common stock offered by us Up to 200,000 shares. The

minimum purchase is 1,000

shares.

Public offering price of $5.00 per share.

shares being offered by us

Offering Period Unless we receive paid

subscriptions for at least

40,000 shares by May 31, 2006,

no shares will be sold and all

proceeds will be promptly

returned to subscribers without

interest. If we sell at least

40,000 shares by that date, we

may extend our offering until

the earlier of September 30,

2006 or the time that all

200,000 shares are sold.

Common stock to be outstanding 540,000 shares if 40,000 shares

after the offering are sold or 700,000 shares if

200,000 shares are sold.

Use of proceeds We intend to use the net

proceeds primarily to undertake

our exploration program as to

the Subject Claims and to pay

our operating expenses and for

other general corporate

purposes. See "Use of Proceeds."

</TABLE>

We initially intend to offer our shares in the states of Florida and

New York, although we may expand our offering to other states.

<PAGE>

Summary Financial Information

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<S> <C>

BALANCE SHEET

December 31, 2005

TOTAL CURRENT ASSETS $19,441

TOTAL ASSETS $19,441

TOTAL CURRENT LIABILITIES $67,078

TOTAL LIABILITIES $67,078

STOCKHOLDERS' EQUITY (DEFICIENCY) ($47,637)

TOTAL LIABILITIES AND STOCKHOLDERS' $19,441

EQUITY (DEFICIENCY)

</TABLE>

<TABLE>

<S> <C>

INCOME STATEMENT

From inception to

December 31, 2005

INCOME

OPERATING INCOME $0

INTEREST INCOME $182

TOTAL INCOME $182

OPERATING EXPENSES $19,309

OTHER EXPENSES - $78,510

<PAGE>

TOTAL EXPENSES $97,819

NET LOSS $97,637

NET LOSS PER SHARE $0.20

</TABLE>

RISK FACTORS

An investment in our common stock involves substantial risks. You

should consider carefully the following information about these

risks, together with the financial and other information contained

in this prospectus, before you decide whether to buy our common

stock. If any of these risks actually occur our financial condition

and results of operations would likely not permit us to continue to

operate and our business could fail. In such case, you might lose

all or part of your investment.

RISKS RELATED TO OUR PROPOSED BUSINESS

Because we have only recently commenced business and have a limited

operating history, there is no basis upon which you can evaluate our

proposed business and prospects.

* We were incorporated under the name Gentor Resources, Inc.

on March 24, 2005, and to date have been involved

primarily in organizational activities and obtaining our

Option Agreement.

* We have not begun the exploration of our Subject Claims,

and there is no way to evaluate the likelihood of whether

we will be able to operate our proposed business

successfully.

<PAGE>

* If our business fails to develop in the manner we have

anticipated, you will lose your investment in the shares.

As a newly formed mineral exploration company, we are subject to the

many risks and unforseen expenses and problems that newly formed

mineral exploration companies encounter, which could result in a

total loss of your investment in the shares.

* As a newly formed mineral exploration company, we are

subject to all of the operating hazards and risks normally

incident to exploring and developing mineral properties

such as unusual rock formations, environmental pollution,

personal injuries, industrial accidents, flooding,

cave-ins, and periodic interruptions due to inclement

weather. These risks can materially adversely affect our

business and cause our business to fail. Furthermore, if

we are unsuccessful in preparing for and/or addressing

these risks, our business will be likely to fail and you

will loose your entire investment in the shares.

* Similar to other mineral exploration companies, we are

also subject to many unforseen risks and expenses incident

to exploring and developing mineral properties such as

delays in governmental or environmental permitting,

changes in the legislation governing the mining industry

that might alter our ability to conduct our operations as

planned, the availability of reasonably priced insurance

products, unexpected construction costs necessary to

create and maintain the production facility, and normal

fluctuations in the general markets for the minerals

and/or metals to be produced. These risks and expenses,

while beyond our control, can materially adversely affect

our business and cause our business to fail. Furthermore,

if these unforseen costs and expenses exceed our current

estimates, our business will be likely to fail and you

will loose your entire investment in the shares.

<PAGE>

As a newly formed mineral exploration company, we will be required

to implement and execute our proposed business, and if we are unable

to do so you will lose your investment in the shares.

* New mineral exploration companies are traditionally

subject to high rates of failure. We are no exception to

this general trend and we can provide no assurances to

investors that we will be able to generate any operating

revenues or achieve profitable operations.

* If we are unsuccessful in implementing exploration plans

due to the problems, risks, or expenses previously

mentioned above, our business will likely fail and you

will lose your entire investment in the shares.

As a newly formed mineral exploration company, we will be required

to anticipate and handle potential growth and we may not be able to

do so in which event you will lose your investment in the shares.

* If exploration of our Subject Claims proves successful,

our potential for growth will place a significant strain

on our technical, financial and managerial resources. We

may have to implement new operational and financial

systems and procedures, and controls to expand, train and

manage employees and to coordinate our technical and

accounting staffs, and if we fail to do so you will lose

your investment in the shares.

Because of the limited capital available to us for the foreseeable

future, we may not have sufficient capital to implement our business

plan.

* We are obligated to pay our operating expenses as they

arise, including required annual fees to the State of

Florida. If we sell any of our shares in this offering, we

will incur legal and accounting expenses to comply with

our reporting obligations to the SEC. If we fail to pay

any of the forgoing, we may be forced to cease our

business operations.

<PAGE>

* If we receive the proceeds of the sale of the minimum

number of our shares, we will be able to continue with our

limited operations, and we will be able to undertake Phase

1 of our exploration plans, but we will not be able to

undertake Phase 2 of our exploration plans.

* If we receive the proceeds of the sale of the maximum

number of our shares, we will be able to implement our

proposed business plan, and we anticipate that we will

have sufficient funds to continue our proposed business

operations for at least 12 months.

If we need to raise additional funds, the funds may not be available

when we need them. We may be required to provide rights senior to

the rights of our shareholders in order to attract additional funds

and, if we use equity securities to raise additional funds dilution

to our shareholders may occur.

* To the extent that we require additional funds, we cannot

assure you that additional financing will be available

when needed on favorable terms or at all, and if the funds

are not available when we need them, we may be forced to

terminate our business.

* If additional funds are raised through the issuance of

equity securities, the percentage ownership of our

existing stockholders will be reduced; and those equity

securities issued to raise additional funds may have

rights, preferences or privileges senior to those of the

rights of the holders of our common stock.

If we fail to make required payments under the Option Agreement or

to the United States Department of the Interior, Bureau of Land

Management, we will lose the right to the Subject Claims.

* In order to maintain our rights under the Option Agreement

we must timely make annual payments to the Claim Owner and

to the United States Department of the Interior, Bureau of

Land Management , and if we fail to do so we will lose our

option as the Option Agreement will be terminated.

<PAGE>

* If our Option Agreement is terminated we may be forced to

cease our business operations in which event you will lose

your investment in the shares.

If our exploration program provides results indicating a

commercially viable gold deposits exist within the Subject Claims we

will be required to raise substantial additional capital or locate a

joint venture partner in order to achieve production and generate

revenue from such deposits, and if we are unable to do so, our

business may fail and you will lose your entire investment in the

shares.

* If the initial results of our exploration program are

successful, we may try to enter a joint venture agreement

with a partner for the further exploration and possible

production from any mineral deposits within the Subject

Claims.

* If we entered into a joint venture agreement, we would

likely be required to assign a substantial percentage of

our interest in the Subject Claims to the joint venture

partner.

* If we are unable to enter into a joint venture agreement

with a partner, or if we are otherwise unable to raise

substantial additional capital, our business may fail and

you will lose your entire investment in the shares.

Most, if not all, of our competition will be from larger, more well

established and better financed companies, and if we are unable to

successfully compete with other companies our business will fail.

* If we are able to implement our business operations,

substantially all of our competitors will have greater

financial resources, technical expertise and managerial

capabilities than we do.

* If we are unable to overcome such competitive

disadvantages, we will be forced to cease our business

operations and you will lose the investment in the shares.

<PAGE>

We currently have no employees other than our officers, we have no

employment agreement with our officers, our officers serves on a

part-time basis, we cannot pay our officers any compensation, and if

our officers were to leave our employ, our business could fail.

* Because our ability to engage in business is dependent

upon, among other things, the personal efforts, abilities

and business relationships of our officer, if our officer

were to terminate employment with us or become unable to

provide such services before a qualified successor, if

any, could be found, our business could fail.

* Our current officer does not provide full time services to

us, and we will not have full-time management until such

time, if ever, as we engage employees on a full-time basis.

* We do not maintain "key person" insurance on our officer,

and if our officer were to die or become disabled, we do

not have any insurance benefits to defer the costs of

seeking a replacement.

We are highly dependent upon our Officers, we have no definitive

compensation agreements with them, and because some of them have

involvements or relations with other business, they may have a

conflict of interest.

* None of our officers work for us on a full-time basis and

we have no definitive arrangements to compensate our

officers or to engage them on a full-time basis. In the

event that any of our officers resign because of time

restraints or financial reasons, the loss of their mining

and exploration expertise could adversely affect our

ability to carry on business and could reduce the value of

your investment in the shares or even cause our business

to fail.

* Our officers rely on other business activities to support

themselves and some of them provide services and/or

consulting work to other companies in the mineral

exploration business. Such business activities may be

considered a conflict of interest because these

individuals must continually make decisions on how much of

their time they will allocate to our business as against

their other business projects, which may be competitive,

or where they will allocate new business opportunities.

<PAGE>

We may be unable to attract or retain employees in which event our

business could fail.

* Competition for personnel in the junior mineral

exploration industry is intense. Because of our limited

resources, we may not be able to compensate our employees

at the same level as our competitors. If we are unable

to attract, retain and motivate skilled employees, our

business could fail.

* We cannot assure you that we will have the financial

resources to hire full-time personnel when they are needed

or that qualified personnel will then be available, and if

we are unable to hire full-time personnel when they are

needed, our business could fail.

As a result of the speculative nature of mineral property

exploration, there is substantial risk that no commercially

exploitable minerals will be found and our business will fail.

* Exploration for minerals is a speculative venture

necessarily involving substantial risk. Many exploration

programs do not result in the discovery of

mineralization, and any mineralization discovered may not

be of sufficient quantity or quality to be profitably

mined.

* We can provide you with no assurance that our Subject

Claims contain any commercially exploitable reserves.

* The exploration work that we intend to conduct on the

Subject Claims may not result in the discovery of

commercial quantities of gold. Even if commercial

qualities of gold are found, we might not be able to

effectively mine the gold because of the lack of available

technology.

<PAGE>

* Problems, such as unusual and unexpected rock formations,

environmental pollution, flooding, cave-ins, and

industrial accidents, are involved in mineral exploration

and often result in unsuccessful exploration efforts. In

such a case, we would be unable to complete our business

plan and you would lose your entire investment in the shares.

There are inherent dangers involved in mineral exploration, and, as

a result, there is a risk that we may incur liability or damages as

we conduct our business.

* The search for valuable minerals involves numerous hazards

and risks, such as cave-ins, environmental pollution

liability, and personal injuries.

* We may be unable or unwilling to obtain insurance against

such hazards and risks. We currently have no insurance

against the risks of mineral exploration, and we not

expect to obtain any such insurance in the foreseeable

future, other than the liability insurance required by the

Claim Owners under the Option Agreement.

* If we were to incur such a hazard or risk, the costs of

overcoming same may exceed our ability to do so, in which

event we could be required to liquidate all our assets and

you will lose your entire investment in the shares.

If our exploration program is able to confirm commercial

concentrations of gold on our Subject Claims, we are unable to

provide any assurance that we will be able to successfully place any

of the Subject Claims into commercial production.

* If our exploration programs are successful in confirming

deposits of commercial tonnage and grade, we will require

a joint venture partner or additional funds in order to

place the Subject Claims into commercial production.

* In such an event, we may be unable to locate a joint

venture partner or obtain any required funds, in which

event you may lose your entire investment in the shares.

<PAGE>

Because access to our Subject Claims is often restricted by

inclement weather, we may be delayed in implementing or continuing

with our exploration, as well as, with any future mining efforts.

* Access to the Subject claims may be hindered during the

period between December and April of each year due to

inclement weather conditions in the area. As a result,

any attempts to visit, test, or explore the Subject Claims

are largely limited to a few months of the year when

weather permits such activities.

* These limitations can result in significant delays in our

exploration efforts, as well as, any mining and production

in the event that commercial amounts of minerals are

found. Such delays can result in our inability to meet

our obligations under the Option Agreement. Such failures

could cause our business to fail and you would lose the

entire investment in the shares.

As we undertake exploration of our Subject Claims, we will be

subject to compliance of government regulation that may increase the

anticipated time and cost of our exploration program.

* There is much governmental regulation that materially

affects the exploration of minerals. We will be subject

to the mining laws and regulations of the State of Montana

and the United States.

* We may be required to obtain work permits, post bonds and

perform remediation work for any physical disturbance to

the land in order to comply with applicable law.

* Our planned exploration program budgets provide amounts

for anticipated regulatory compliance, however, there is a

risk that the amounts budgeted may be inadequate due to

errors, omissions or additional regulations, any one of

which could prevent us from carrying out our exploration

program.

<PAGE>

Market factors in the mining business are out of our control. As a

result, we may not be able to market any minerals that may be found.

* The mining industry, in general, is intensively

competitive, and we are unable to provide any assurance

that a ready market will exist for the sale of any gold,

even if commercial quantities of gold are discovered

within the Subject Claims.

* Numerous factors beyond our control may affect the

marketability of any substances discovered. These factors

include market fluctuations, the proximity and capacity of

natural resource markets and processing equipment,

government regulations, including regulations relating to

prices, taxes, royalties, land tenure, land use, importing

and exporting of minerals and environmental protection.

* The exact effect of these factors cannot be accurately

predicted, but the impact or any one or a combination

thereof may result in our inability to generate any

revenue, in which event you will lose your entire

investment in the shares.

Our independent auditor has substantial doubt as to our ability to

continue as a going concern.

* Our financial statements have been prepared on the

assumption that we will continue as a going concern, but

if we fail to continue as a going concern, you will lose

your investment in the shares.

* The report of our independent auditor refers to the

substantial doubt as to our ability to continue as a going

concern.

<PAGE>

RISKS RELATED TO THIS OFFERING

We have arbitrarily determined the offering price of our shares and

you may never be able to recoup your investment in our shares.

* The public offering price for the shares was determined

solely by us and bears no relationship to our book value,

projected earnings, results of operations, net asset value

or any other objective criterion of value.

There has not been and may never be a viable public market for our

common stock, and if a viable public market does not develop, you

will not be able to sell your shares easily, if at all.

* There has not been a trading market for our shares, and we

cannot predict the extent to which investor interest in

our company will lead to the development of a trading

market for our shares or how liquid that market might be.

* If a trading market for our shares develops, the public

offering price for the shares may not be indicative of

prices that will prevail in such market. The market price

of our common stock, if any, may decline below the public

offering price.

If any of our shares were to become eligible for public sale after

this offering, same can be expected to adversely affect the price

that will prevail in the trading market, if one develops.

* If a public market develops for our common stock, sales of

significant amounts of our common stock in the public

market or the perception that such sales will occur could

materially adversely affect the market price of the common

stock or our ability to raise capital through future

offerings of equity securities.

* None of the holders of our common stock have agreed, in

writing or otherwise, to refrain from publicly selling

their shares of our common stock when they are entitled to

do so.

<PAGE>

Investors in the shares will incur substantial immediate dilution.

* The public offering price of the shares is substantially

higher than the net tangible book value per share of the

shares immediately after the offering.

* If you purchase our shares as part of this offering, you

will incur immediate dilution of approximately $4.72 per

share in the net tangible book value per share of common

stock from the price you paid for the shares if 40,000

shares are sold or $3.64 per share if 200,000 shares are

sold.

Our Board of Directors may issue shares of "blank check" preferred

stock which may result in substantial dilution to Investors.

* Without further action by the stockholders, our Board of

Directors can issue up to 500,000 shares of preferred

stock with such dividend rights, conversion rights, voting

rights, redemption rights, liquidation preferences and

other rights as may be determined appropriate by our Board

of Directors.

* If such preferred stock were issued, the holders of our

common stock could, among other things, experience

substantial dilution, and the voting power, dividend

receipt and liquidation rights of the common stock could

be adversely affected.

After the completion of this offering, the present shareholders will

own or control a majority of our outstanding stock and will have the

right to effectively control the Company.

* Following completion of this offering, our present

shareholders will own or control more than a majority of

our outstanding common stock.

* Our present shareholders may be able to influence the

outcome of shareholder votes, including votes concerning

the election of directors, amendments to our charter and

bylaws, and the approval of significant corporate

transactions such as a merger or sale of our assets. In

<PAGE>

addition, that controlling influence could have the effect

of delaying, deferring or preventing a change in control

of our company.

We have never paid dividends to our shareholders, and we do not

anticipate that we will pay any dividends to our shareholders in the

foreseeable future.

* Our future policy on payment of dividends will be

determined by our Board of Directors based upon a

consideration of our earnings, if any, our future capital

needs and other relevant factors.

If we incur unforseen costs, expenses or problems in and are forced

to deviate from our intended application of proceeds of this

offering to sustain our proposed exploration programs, such a result

might hamper our ability to succeed in the implementation of our

business plan and may cause you to lose your investment in our shares.

* We have identified our intended uses for the net proceeds

of this offering, and we expect to apply the net proceeds

in the manner identified. If we incur unexpected problems,

costs and/or expenses in connection with the exploration

and development of the Subject Claims, we might be forced

to deviate from our intended plan for the intended uses

for the net proceeds of this offering and such a result

might hamper our ability to succeed in the implementation

of our business plan and may cause you to lose your

investment in our shares.

Anti-takeover provisions could hinder a potential third-party

acquisition.

* Our Board of Directors may, from time to time, adopt

certain provisions of the Florida Business Corporation

Act, which, if adopted, could delay, discourage or prevent

a change in control.

* Adoption of such provisions could discourage bids for our

common stock at a premium over the market price; could

adversely affect the market price, if any, of our common

<PAGE>

stock; and could adversely affect the voting and other

rights of the holders of our common stock.

FORWARD-LOOKING STATEMENTS

Many statements made or incorporated by reference in this prospectus

are "forward-looking statements". These forward-looking statements

include statements about:

* our ability to explore and develop the Subject Claims

and/or other similar properties

* our capital needs

* the competitiveness of the business in our industry

* our strategies

* other statements that are not historical facts

When used in this prospectus, the words "anticipate," "believe,"

"expect," "estimate," "intend" and similar expressions are generally

intended to identify forward-looking statements. Because these

forward-looking statements involve risks and uncertainties, there

are important factors that could cause our actual results to differ

materially from those expressed or implied by these forward-looking

statements, including:

* changes in general economic and business conditions

* actions of our competitors

* the time and expense involved in development activities

* changes in our business strategies

* other factors discussed in the "Risk Factors" section and

elsewhere in this prospectus.

The forward-looking statements in this prospectus reflect what we

currently anticipate will happen. What actually happens could differ

materially from what we currently anticipate will happen. We are not

<PAGE>

promising to make any public announcement when we think

forward-looking statements in this prospectus are no longer

accurate, whether as a result of new information, what actually

happens in the future or for any other reason.

USE OF PROCEEDS

The proceeds we will

receive will be $200,000 from the sale of 40,000 shares of our

common stock or $1,000,000 from the sale of 200,000 shares of our

common stock. We will not utilize any portion of the proceeds

unless we sell at least 40,000 shares. We intend to use the

proceeds from the sale of shares of our common stock in the order of

priority shown in the following table:

<TABLE>

Amount if Amount if Amount if Amount if

40,000 70,000 140,000 200,000

shares are shares shares are shares are

sold are sold sold sold

Gross Proceeds $200,000 $350,000 $700,000 $1,000,000

Rehabilitate $40,000 $40,000 $40,000 $40,000

hillside tunnels

that were

created to gain

access to the

mineral deposits

Digging ditches, $12,000 $12,000 $12,000 $12,000

and trenches,

sampling, and

analysis

Soils, analysis $4,000 $4,000 $4,000 $4,000

Survey $3,000 $3,000 $3,000 $3,000

Roads/Land $10,000 $10,000 $10,000 $10,000

Geologists $30,000 $40,000 $50,000 $60,000

Permitting and $10,000 $15,000 $20,000 $20,000

Bonding

<PAGE>

Reserve for $8,250 $8,250 $8,250 $8,250

Certain Payments

Due Under the

Delmoe Lake

Option Agreement

Drilling $0 $125,000 $250,000 $300,000

Assessment of $0 $0 $50,000 $50,000

other properties

Acquisition of $0 $0 $100,000 $100,000

other properties

Exploration of $0 $0 $0 $195,000

other properties

Estimated $64,000 $64,000 $64,000 $64,000

offering expenses

General and $8,750 $11,250 $53,750 $83,750

administrative

expenses,

including legal

and accounting

fees and

administrative

support expenses

incurred in

connection with

our reporting

obligations to

the SEC

Contingencies $10,000 $17,500 $35,000 $50,000

</TABLE>

Nearly all of our current liabilities consist of legal expenses and

audit fees that are being incurred in connection with this offering.

<PAGE>

As shown in the table above, the Company estimates that its legal

fees and audit expenses associated with this offering will be

approximately $64,000. Of the foregoing $64,000 amount, the Company

estimates that its legal fees will comprise $35,000. Certain of our

officers and directors have verbally expressed a willingness to

assume the responsibility for the payment of such legal fees and

audit expenses if we are unable to pay same. If, any of our

officers and directors pay such legal fees and audit expenses we

will be obligated to reimburse them when, if ever, we have

sufficient funds to do so. If 40,000 or more shares are sold in

this offering, we will pay our legal expenses and audit fees or, if

applicable, reimburse our officers and directors that have paid them.

In the event that we sell 40,000 shares of our common stock, we

intend to complete Phase 1 of our exploration program, which

includes rehabilitation of hillside tunnels that were created to

gain access to the mineral deposits, digging ditches and/or

trenches, sampling, soil analysis and surveying.

In the event we sell 70,000 shares of our common stock, we intend to

complete Phase 1 of our exploration program and commence a small

Phase 2 drilling program.

In the event we sell 140,000 shares of our common stock, we intend

to complete Phase 1 of our exploration program and undertake a large

Phase 2 drilling program. If it is determined after the

commencement of Phase 1 and Phase 2 that the Subject Claims do not

possess any commercially viable gold-bearing mineral deposits or

that any recovery of such deposits is not feasible, then we might

use the remaining proceeds to assess and acquire new properties that

warrant exploration. These properties have not yet been identified

and will be acquired, if at all, in arms length transactions with

non-affiliates of the Company.

In the event we sell 200,000 shares of our common stock, we intend

to complete Phase 1 and 2 of our exploration program, assess and

acquire new properties and commence the exploration of such new

properties.

All proceeds from the offering will be initially deposited into a

non-interest bearing special receipts account in our name (similar

to an escrow account), and unless we receive paid subscriptions for

at least 40,000 shares by May 31, 2006, no shares will be sold and

all proceeds held in the special receipts account will be promptly

returned to subscribers without interest. If we receive paid

<PAGE>

subscriptions for at least 40,000 shares by May 31, 2006, we will

transfer those proceeds from the special receipts account to our

general operating account, and any proceeds that we receive after

the receipt of proceeds from the sale of 40,000 shares will be

deposited directly into our general operating account. Furthermore,

until the offering proceeds are actually utilized, we intend to

invest the proceeds received in one or more of the following:

* an obligation that constitutes a "deposit" as that term is

defined in section 3(1) of the Federal Deposit Insurance Act;

* securities of any qualifying money market mutual fund; or

* securities that are direct obligations of or obligations

guaranteed as to principal or interest by the United

States; provided the securities can be readily sold or

otherwise disposed of for cash at the time required

without any dissipation of offering proceeds invested.

DIVIDEND POLICY

We have never declared

or paid any cash dividends on our capital stock and do not

anticipate paying any cash dividends on our capital stock in the

foreseeable future. Future dividends, if any, will be determined by

our Board of Directors. In addition, we may incur indebtedness in

the future which may prohibit or effectively restrict the payment of

dividends, although we have no current plans to do so.

DETERMINATION OF OFFERING PRICE

There has never been a public market for our common stock and we

have arbitrarily determined the offering price. Among the factors we

considered in determining the public offering price were the absence

<PAGE>

of a record of operations, our current financial condition, our

future prospects, the inexperience of our management, and the

general condition of the equity securities market. The public

offering price for the shares bears no relationship to our book

value, projected earnings, results of operations, net asset value or

any other objective criterion of value, and may be substantially

higher than the prices that will prevail in the trading market, if

one develops.

<PAGE>

DILUTION

<TABLE>

Amount if Amount if

40,000 200,000

shares are shares are

sold sold

Net tangible deficit per share on $0.10 $0.10

December 31, 2005

Net tangible book value per share on

December 31, 2005 if the shares were $0.28 $1.36

sold on that date

Amount of increase in net tangible

book value per share attributable to $0.38 $1.46

cash payments made by purchasers of

the shares being offered

Amount of the immediate dilution

from the public offering price that $4.72 $3.64

will be absorbed by purchasers

Cash contribution of purchasers $200,000 $1,000,000

Cash contribution of officers, $50,000 $50,000

directors, founders and affiliates

Price per share paid by officers, $0.10 $0.10

directors, founders and affiliates

Price per share to be paid by $5.00 $5.00

purchasers of shares in this offering

</TABLE>

The immediate and substantial dilution could adversely affect the

value of the shares.

<PAGE>

MINING OPERATIONS DISCLOSURE

The Subject Claims are located within a 120 acre area of land known

as the Delmo Lake Property (previously defined as the "Property").

The Property is located in Sections 14 and 15, Township 3 North,

Range 6 West, in the Homestake Mining District of Jefferson County,

Montana. The Property is located twenty five (25) miles east of the

city of Butte, Montana which is a major regional center with a

population of estimated 40,000 and a domestic airport. Below is a map

of the location of the location of the Property.

Access to the Property is available through approximately thirteen

(13) miles of improved and unimproved gravel roads off of Interstate

Highway I-90 at Exit 233 which is known as the Homestake Pass exit.

From the Homestake Pass Exit off I-90, one would then travel along

Forest Service Road #222 north easterly for about eleven (11) miles

to the intersection with Forest Service Road #8695, and then travel

along Forest Service Road #8695 northerly for about two (2) miles to

the Property. Forest Service Road #222 is accessible by 2-wheel

drive vehicles, but Forest Service Road #8695 is currently only

accessible with high clearance 4x4 vehicles.

The Option Agreement with the Claim Owner grants us the exclusive

right and privilege to enter the Property for the purpose of

exploration and developing the Subject Claims, as well as removing

and selling for our own account any and all minerals, mineral

substances, metals ore bearing materials and rocks of any kind. The

Option Agreement also grants us an option (the "Option Right") to

purchase the Claim Owner's rights to the Subject Claims for a total

of $1,000,000, excluding the Claim Owner's right to their 2% royalty

on the net revenues generated from the sale of any metals recovered

from the Subject Claims (the "Net Smelter Return"). However, the

Option Agreement also grants us a right of first refusal (the "Right

of First Refusal") to purchase the Claim Owner's rights to the Net

Smelter Return in the event that the Claim Owner receives a bona

fide offer from a third party to purchase such rights. In order to

retain our rights to mine the Subject Claims, we must make annual

payments to the Claim Owner according to the following schedule:

$7,500 upon the first anniversary of the execution of the Option

Agreement, $10,000 upon the second and third anniversary of the

<PAGE>

Option Agreement, and $15,000 on every successive anniversary of the

Option Agreement until the purchase price of $1,000,000 has been

paid in full. In addition to the annual payments, we must pay the

Claim Owner an amount equal to the Net Smelter Return once

commercial production is achieved. Also, and as required by Federal

Law, in order to retain the right to mine the Subject Claims, we are

required to pay an Annual Maintenance Fee of $125 per year per claim

to the government. As such, we are required to pay $750.00 per

annum to the United States Department of the Interior, Bureau of

Land Management in order to retain the Subject Claims.

Before the acquisition of our interest in the Subject Claims, the

previous operations of the Property by persons or entities unknown

consisted of the construction of at least three (3) hillside tunnels

that were created to gain access to the mineral deposits, and the

excavation of numerous ditches and trenches.

The Property, situated in the Beaverhead-Deerlodge National Forest,

is located within the Boulder Batholith on its south-east flank. A

series of quartz veins approximately 4,000 feet long strike

east-west across the Property, dipping 75 degrees north to vertical.

The host rock is a massive quartz monzonite to granodiorite with

the quartz veins and veinlets consisting of milky white quartz.

Mineralization includes small percentages of pyrite, chalcopyrite

and galena. Physical and chemical changes in the host rock shows

typical mesothermal silicification, argillization, sericitization

and propylitic envelopes. Several parties in past years (Mateer,

1962; Noranda, 1981; Independence Mining, 1992) have sampled the

quartz veins from the host rock, and through chemical analysis and

testing of such samples (assaying), determined gold values of

potential economic significance. However, additional exploration

work is required to determine if the Subject Claims are commercially

viable.

At the present time, the existing hillside tunnels that were created

to gain access to the mineral deposits and underground mines are

caved and require rehabilitation work to render them safe for entry.

The existing trenches on the property are sloughed and overgrown.

Also, even though Forest Service Road # 8695 provides access to 4x4

vehicles to the immediate vicinity of the hillside tunnels, this

access road will require up-grading to be used on a daily basis.

<PAGE>

We have not conducted or allowed any work on the Property except for

reconnaissance and perimeter surveying, the staking out of proposed

work and design of our Plan of Operations to the U.S. Forest

Service, and the field testing and preparation of a technical report

by Eric Fier of Roscoe, Postle & Associates. The total cost of the

work performed to date is $11,809. We intend to commence exploration

of the Subject Mines after our Plan of Operations to the U.S. Forest

Service has been accepted. At this point in time, there is no

equipment or other infrastructure facilities existing on the Property.

Besides the $11,809 in costs incurred with respect to the surveying,

the preparation of our Plan of Operations that were submitted to the

U.S. Forest Service, and the preparation of the technical report by

Rose, Postle & Associates, we have incurred $8,250 in expenses

($7,500 for the initial option payment to the Claim Owner and $750

in Annual Maintenance Fees to United States Department of the

Interior, Bureau of Land Management). Our expected costs for the

five (5) years are as follows:

* For the year 2006, we expect to pay $7,500 to the Claim

Owner as the option payment and $750 to the United States

Department of the Interior, Bureau of Land Management for

the Annual Maintenance Fee

* For the year 2007, we expect to pay $10,000 to the Claim

Owner as the option payment and $750 to the United States

Department of the Interior, Bureau of Land Management for

the Annual Maintenance Fee

* For the year 2008, we expect to pay $10,000 to the Claim

Owner as the option payment and $750 to the United States

Department of the Interior, Bureau of Land Management for

the Annual Maintenance Fee

* For the year 2009, we expect to pay $15,000 to the Claim

Owner as the option payment and $750 to the United States

Department of the Interior, Bureau of Land Management for

the Annual Maintenance Fee

* For the year 2010 and beyond, we expect to pay $15,000 to

the Claim Owner as the option payment and $750 to the

United States Department of the Interior, Bureau of Land

Management for the Annual Maintenance Fee

<PAGE>

The closest source of power (high voltage) to the Property is at

least eight (8) miles away. If electrical power is required at the

entrance to the Subject Claims, then we will be required to obtain

and/or lease a mobile motor generator and haul such generator to the

site.

The Subject Claims are without known reserves and the proposed

program is exploratory in nature.

MANAGEMENT'S PLAN OF OPERATION

The following plan of operation should be read in conjunction with

our financial statements and the related notes that appear elsewhere

in this prospectus. The discussion contains forward-looking

statements that reflect our plans, estimates and beliefs. Our actual

results could differ materially from those discussed in the

forward-looking statements. Factors that could cause or contribute

to these differences include, but are not limited to, those

discussed below and elsewhere in this prospectus, particularly in

"Risk Factors."

Our objective is to be in the business of gold exploration. We

entered into a the Option Agreement with the Claim Owner, which

Option Agreement relates to six (6)Subject Claims owned by the Claim

Owner within the Property. The Claim Owner is unrelated to us.

A memorandum of our Option Agreement has been recorded in the public

records of Jefferson County, Montana. The Option Agreement provides

us the exclusive right and privilege to enter the Property for the

purpose of exploration and developing the Subject Claims, as well as

removing and selling for our own account any and all minerals,

mineral substances, metals ore bearing materials and rocks of any

kind. The Option Agreement also grants us an option (the "Option

Right") to purchase the Claim Owner's rights to the Subject Claims

for a total of $1,000,000, excluding the Claim Owner's right to

their Net Smelter Return. The Option Agreement also grants us a

right of first refusal (the "Right of First Refusal") to purchase

the Claim Owner's rights to their Net Smelter Return in the event

that the Claim Owner receives a bona fide offer from a third party

to purchase such rights. We made an initial payment of $7,500 upon

<PAGE>

execution of the Option Agreement. An Additional payment of $7,500

is due on the first anniversary date of the Option Agreement with

additional payments of $10,000 each due on each of the next two

subsequent anniversary dates and with additional payments of $15,000

each due on each subsequent anniversary date until the Purchase

Price is paid or the Option Agreement is terminated or cancelled.

Also, we must pay the Claim Owner an amount equal to the Net Smelter

Return. In addition to the payments we are required to pay to the

Claim Owner, we are required to pay $750.00 per annum to the United

States Department of the Interior, Bureau of Land Management in

order to retain the Subject Claims. In the event the Claim Owner

notifies us that we have breached a term, condition or covenant of

the Option Agreement (other than the payment of monies due and

payable under the Option Agreement), then we have at least sixty

(60) days (twenty (20) days for any monetary payment obligation) to

cure any such breach. If we cannot cure, or begin to cure, any such

breach within the cure period, then the Claim Owner can terminate

the Option Agreement. We also have the right to terminate the Option

Agreement at any time, and so long as the termination date is before

August 1 of any calendar year, then we do not have to pay the Annual

Maintenance Fee to the to the United States Department of the

Interior, Bureau of Land Management. However, we also have the

right to assign all or any of our rights in and to the Option

Agreement with the consent of the Claim Owner, which consent cannot

be unreasonably withheld. In the event that we determine that there

is no viable commercial production from the Subject Claims, we might

sell our rights under the Option Agreement to fund other exploration

properties rather than terminate the Option Agreement. We have

attached the Option Agreement and the Memorandum thereof as an

exhibit to this prospectus.

The 120 acre Delmoe Lake Property is located in southwest Montana

approximately 25 miles east of Butte in Sections 14 and 15, Township

3 North, Range 6 West, within the Homestake Mining District of

Jefferson County, Montana. The Property is located on the southeast

flank of the Boulder Batholith. A major northeast-southwest

trending fault line (a lineament) is immediately adjacent to the

mineralized area.

Little information is available on the history of the Property or

surrounding area prior to 1981. In September of 1981, Noranda

Exploration Company ("Noranda") conducted surface and underground

<PAGE>

testing of rock to determine the presence or absence of gold. Under

the supervision of the Claim Owner, the samples of rock from the

Property were collected and chemically tested (assayed) to determine

the amounts of valuable metals. Results from the Noranda samples

showed anomalous values of gold. Later, in 1992, Independence Mining

carried out a sampling program on the Property. Their sampling

results were similar to and confirmed the previous Noranda results.

The potential economic significance of the Subject Claims is based

upon the sampling results previously reported by Noranda and

Independent Mining, as well as the report by Roscoe Postle

Associates, Inc. which confirms the anomalous presence of gold in

the Subject Claims. However, the Subject Claims have not yet been

explored by us and until we are able to validate otherwise, the

Property is without known reserves.

The Property is accessed by 13 miles of improved and unimproved

gravel road off of Interstate Highway 90. Butte Montana, a major

regional center with a population of estimated 40,000 and a domestic

airport, is located approximately 25 miles to the west. A 2 mile

4-wheel drive road would be used to access the Property from Delmoe

Lake, but such road will require work to provide access for heavy

equipment.

Infrastructure in the region around the Property appears to be good

with nearby power, phone, services, hotels, restaurants, housing and

an extensive pool of skilled labor. Cellular service is available

at the Property. The Property is at an altitude of between 6,600 and

7,200 feet and consists of mountainous terrain dropping

south-westward into the Delmoe Lake basin. The area is forested

predominately by lodge pole pine. Weather conditions include

snowfalls as early as September until as late as early June.

Average precipitation is estimated at 25 inches per annum.

Temperatures range from -50 degrees F in January to +80 degrees F

in July.

<PAGE>

We are an exploration stage company and there is no assurance that

commercially viable gold-bearing mineral deposits exist on any of

the Subject Claims. Our objective is to conduct a two phase

exploration program on the Subject Claims to assess whether they

possess any commercially viable gold-bearing mineral deposits. We

cannot provide any assurance that the Subject Claims will prove

commercially viable.

Our plan is to complete our Phase 1 exploration program. Based on

<PAGE>

the report prepared by Roscoe Postle Associates, we anticipate that

the cost to undertake Phase 1 of our exploration program is

approximately $140,000.00. We anticipate that the work included as

part of Phase 1 of our exploration program will include surface

geological mapping, sampling, survey control, road upgrading,

rehabilitation and re-opening of existing hillside tunnels that were

created to gain access to the mineralized rock, and digging ditches

and/or trenches with subsequent mapping, sampling and analysis, soil

survey, permitting and bonding. In light of our limited financial

and employee resources we intend to engage the services of local

contractors and lease equipment and machinery on a short term basis

in order to conduct and execute our Phase 1 program. Furthermore,

one or more of our directors will oversee all of the exploration

work such as up-grading the access road, cleaning out the ditches

and trenches, cleaning out and securing the existing hillside

tunnels that were created to gain access to the mineralized rock,

and reclaiming and cleaning up other ground disturbances to the

satisfaction of the United States Forest Service. If Phase 1 of our

exploration program is successful, we expect to proceed with a

second Phase of our exploration program. Phase 2 of our exploration

program is expected to include further excavation, drilling and

engineering studies, and is expected to cost us approximately

$250,000.00. Until we have completed Phase 2 of our exploration

program, we can not determine if commercially viable gold deposits

exist within the Subject Claims because Phase 1 does not include a

drilling program, and without a drilling program, there is not

enough information to determine if the Subject Claim contains

commercially viable deposits of gold. If we receive at least the

minimum proceeds of our offering, we will have adequate funds to

complete Phase 1 of our exploration program, but we will not have

sufficient funds to proceed with Phase 2 of our exploration program

unless we raise substantial additional capital or locate a joint

venture partner. If we receive the maximum proceeds of our offering

we will have sufficient funds to complete Phase 2 of our exploration

program. If we do complete Phase 2, then our Directors will assess

and review the results, data and analysis derived from our Phase 2

exploration program and determine whether to continue or terminate

the Option Agreements, to continue or terminate the current

exploration and development of the Subject Claims, acquire other

properties, and/or halt operations and wait for our economic

conditions to improve.

<PAGE>

Depending upon the receipt of proceeds of our offering and

permissible weather conditions, we expect to commence Phase 1 of our

exploration program during the month of June of the calendar year

2006 and we anticipate that Phase 1 will be concluded within three

months after commencement. Until we complete Phase 1 of our

exploration program, we are unable to determine when or if Phase 2

of our exploration program would commence. Our Directors, all whom

have mining and exploration expertise, will assess and review the

results, data and analysis derived from our Phase 1 exploration

program to determine the presence of gold, the feasibility, if any,

of recovering any such gold deposits, and whether or not the planned

expenditures for Phase 2 of our exploration program are warranted.

Since the maintenance of the Option Agreements are relatively

inexpensive, if the results of the Phase 1 exploration program

indicate the presence of gold, but in smaller quantities such that

it would not be cost effective and/or profitable to recover the gold

deposits based on the then current price of gold, then we plan to

keep the Option Agreements open and hope for higher gold prices that

would justify further development of the Subject Claims. Also, if

our Directors determine that further development and/or exploration

of the Subject Claims is not warranted at such time, then we intend

to acquire new claims for exploration but only if we have sufficient

capital resources to undertake such projects and if such additional

projects do not hinder our ability to maintain and explore our

Subject Claims.

Specifically, during the next twelve (12) months, we plan to

undertake the following courses of action in order explore the

Subject Claims:

First, we need to obtain a Work Permit (the "Permit")from the

United States Forest Service, Jefferson Ranger District, Whitehall,

Montana, in order to conduct our Phase 1 exploration program. We

previously submitted our application for the Permit in September

2005. While we have not received the Permit as of the date of this

prospectus, we have not received an negative comments from the

Forrest Service Specialists who are reviewing our Permit

application. The issuance and receipt of the Permit is required

before we can commence any mechanical stripping, road building or

other major disturbance in any National Forest. We have already

incurred the cost to submit the Permit application and we hope that

the Permit will be issued on or before May 1, 2006.

<PAGE>

Second, we intend to conduct our Phase 1 exploration program in

accordance with the recommendations of Roscoe Postle Associates.

The Phase 1 exploration program will include the cleaning out and

shoring up of the existing hillside tunnels that were excavated by

miners in the past, the digging of trenches and pits throughout the

earth overlaying the bedrock in order to expose the bedrock, the

collection of bedrock samples and analysis (assaying) of these

samples, the repair of the road leading to the property, surveying

and the hiring of a geologist or a mining engineer to report on the

rock structures, bonding and reclamation of the disturbed areas. We

estimate that it will cost approximately $140,000 and take about 3

months to conduct the Phase 1 exploration program. We will be able

to conduct the Phase 1 exploration program if the minimum number of

shares are sold in this offering. Assuming that the minimum number

of shares are sold in this offering, we hope to commence the Phase 1

exploration program on June 1, 2006 and anticipate that it will be

completed on September 1, 2006.

Third, and assuming that we have completed the Phase 1

exploration program, we intend to assess and analyze the results

from the Phase 1 exploration program to determine whether or not to

proceed with the Phase 2 exploration program. We estimate that it

will cost approximately $2,000 to analyze the results of the Phase 1

exploration program and take about 2 weeks to conduct such testing.

Assuming that the Phase 1 exploration program is completed on

September 1, 2006, we anticipate that the results of the Phase 1

exploration program will be completed on September 15, 2006. We will

be able to analyze the results of the Phase 1 exploration program if

the minimum number of shares are sold in this offering.

Fourth, if the preliminary results of our Phase 1 exploration

program show positive results, then we intend to obtain a Permit

from the United States Forest Service, Jefferson Ranger District,

Whitehall, Montana, in order to conduct our Phase 2 exploration

program. We estimate that it will cost approximately $5,000 and take

approximately 2 weeks to prepare and submit the application for this

Permit. Assuming that the Phase 1 exploration program in completed

on September 1, 2006, and assuming that the results from the Phase

1 exploration program are positive, we anticipate that we will file

the Permit application on September 30, 2006 and we hope that the

Permit will be issued on or before May 1, 2007. However, if we only

<PAGE>

receive the minimum proceeds of our offering, we will not have

sufficient funds to proceed with Phase 2 of our exploration program

and therefore we will not submit an application for the second

Permit unless we raise substantial additional capital or locate a

joint venture partner.

Fifth, if the preliminary results of our Phase 1 exploration

program show positive results and we are able to obtain the second

Permit, we intend to conduct our Phase 2 exploration program. The

Phase 2 exploration program will mainly consist of drilling holes

into the bedrock and the examination and analysis of the bedrock

samples collected from the drilled holes in order to determine the

geology and presence, if any, of gold beneath the surface of the

bedrock. We estimate that it will cost approximately $250,000 and

take about 3 months to conduct the Phase 2 exploration program. If

we sell at least 70,000 shares in this offering, then we will be

able to conduct at least half of the Phase 2 exploration program.

If we sell at least 140,000 shares in this offering, then we will be

able to conduct the entire Phase 2 exploration program. Assuming

that we have the financial resources and the second Permit on or

before May 1, 2007, and assuming that the Phase 2 exploration

program is warranted based on the results of the Phase 1 exploration

program, then we hope to commence the Phase 2 exploration program on

June 1, 2007 and anticipate that it will be completed on September

1, 2007.

<PAGE>

To date our founders, Arnold T. Kondrat and Lloyd J. Bardswich have

contributed an aggregate of $50,000 to our capital in exchange for

which we have issued 450,000 and 50,000 shares of our common stock,

respectively to such parties.

Since our inception, we have not generated any revenues, and we have

incurred losses. We have not yet commenced operations, and our

auditors have, as part of their report on our financial statements,

included a "going concern opinion". Currently, we are entirely

reliant upon receipt of at least the minimum proceeds of our

offering to commence our proposed operations.

Nearly all of our current liabilities consist of legal expenses and

audit fees that are being incurred in connection with this offering.

As shown in the table above, the Company estimates that its legal

fees and audit expenses associated with this offering will be

approximately $64,000. Of the foregoing $64,000 amount, the Company

<PAGE>

estimates that its legal fees will comprise $35,000. Certain of our

officers and directors have verbally expressed a willingness to

assume the responsibility for the payment of such legal fees and

audit expenses if we are unable to pay same. If, any of our

officers and directors pay such legal fees and audit expenses we

will be obligated to reimburse them when, if ever, we have

sufficient funds to do so. If 40,000 or more shares are sold in

this offering, we will pay our legal expenses and audit fees or, if

applicable, reimburse our officers and directors that have paid them.

As of December 31, 2005, we had cash on hand in the amount of

$19,441.

Assuming that we do not receive any proceeds from the sale of our

shares from this offering, we anticipate that we will continue

undertaking the activities similar to those very limited activities

that we have undertaken from our inception. In that event, we

believe that our cash requirements for the next twelve months would

be approximately $50,000. If we do not receive any proceeds from

the sale of our shares from this offering, we believe that our

shareholders may be willing to loan or otherwise provide us

sufficient funds to enable us to continue to operate for the next

twelve months. We are not certain, however, that our shareholders

will agree to loan or otherwise provide such funds to us, and if

such funds are loaned or otherwise provided, we are not certain of

the terms associated therewith. Other than funds from our

shareholders, we are unable to determine whether any other source of

funds may be available to us to allow us to obtain the amounts

necessary to sustain our operations for the next twelve months

without the receipt of proceeds from the sale of our shares from

this offering. If, we do not receive any proceeds from the sale of

our shares from this offering and if the funds we require are not

available when we need them from other sources, we may be forced to

terminate our business. We have not made any determination as to

what we would do if we were required to terminate our business

operations, and we have not entered into nor does we presently

intend to enter into any negotiations, understandings, or

agreements, preliminary or otherwise, to acquire or be acquired in a

merger or reverse acquisition.

We have not had any revenues since inception, and our ability to

continue as a going concern is dependent upon receipt of sufficient

<PAGE>

proceeds from this offering and shareholder loans. If we do not

obtain sufficient proceeds from this offering or from loans from our

shareholders, we will exhaust our limited financial resources before

our business objectives can be accomplished. Although certain of

our shareholders have indicated a willingness to provide limited

amounts of shareholder loans, none of our shareholders have given us

any binding commitment to provide any such shareholder loan or any

amount thereof, and we can provide no assurance that we will be able

to obtain a shareholder loan when and if funds are needed.

Until we receive proceeds from this offering, we intend to continue

undertaking activities similar to those very limited activities that

we have undertaken since our inception. From inception we

negotiated and concluded the Option Agreement and we engaged Roscoe

Postle Associates, Inc. to prepare a technical report on the Delmoe

Lake Property.

In summary, if we receive the proceeds of the sale of the minimum

number of our shares from this offering, we expect that we will only

be able to continue undertaking activities similar to those very

limited activities we have undertaken since our inception, namely,

refinement of our business plan and to undertake our Phase 1

exploration program in accordance with the recommendations of Roscoe

Postle Associates.

If we are able to sell at least 70,000 shares in connection with

this offering, then we will be able to conduct our Phase 1

exploration program in accordance with the recommendations of Roscoe

Postle Associates and also plan to conduct a portion of our Phase 2

exploration program provided that the geological results from the

Phase 1 exploration program are positive and warrant further

exploration.

If we are able to sell at least 140,000 shares in connection with

this offering, then we be able to conduct our Phase 1 exploration

program in accordance with the recommendations of Roscoe Postle

Associates and also plan to conduct all of our Phase 2 exploration

program provided that the geological results from the Phase 1

exploration plan are positive and warrant further exploration. We

also anticipate that we will undertake to assess and acquire

additional properties and commence exploration on new properties.

However, we intend to assess and acquire additional properties only

if Phase 2 has been completed or that based on the results of the

<PAGE>

Phase 1 exploration program, it has been determined that the Phase 2

exploration program is not warranted.

If we sell less than the maximum amount of our shares offered in

connection with this offering, we may not have sufficient funds to

complete any or all of our objectives described above, and we

anticipate that our operations, if any, related to these activities

may be hampered by our limited resources.

Furthermore, we can provide no assurance that the accomplishment by

us of less than all of our objectives will produce any meaningful

benefit for us. In that regard, if we are only partially able to

meet our objectives, we may not have a viable business and we may be

forced to terminate our operations. Likewise, to the extent that we

require funds in excess of the amounts we have anticipated, we may

not be able to obtain such funds and we may be forced to terminate

our business.

Other than the foregoing, we do not expect to purchase or sell any

significant equipment and do not expect any significant changes in

the number of our employees.

PROPOSED BUSINESS

Background

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.

There is aggressive competition within the mineral exploration

industry to discover, acquire and develop properties considered to

have commercial potential. Even though we can compete for the

opportunity to participate in promising exploration projects with

other entities, most of our competitors will have greater financial

resources, technical expertise and managerial capabilities than we

do. In addition, we need to compete with these other entities in our

efforts to obtain additional financing which is necessary to explore

and develop the Subject Claims or other similar properties. As a

newly formed mineral exploration company with limited financial and

<PAGE>

managerial resources, we will need to overcome such competitive

disadvantages to execute our contemplated exploration programs or

generate any revenues.

Our objective is to be in the business of gold exploration. We

entered the Option Agreement with the Claim Owner who is unrelated

to use. The Option Agreement relates to six (6) Subject Claims

owned by the Claim Owner within the Property. The duration of the

Option Agreement is indefinite so long as we make the necessary

annual payments under the Option Agreement, which are applicable to

the ultimate purchase price of the Subject Claims. Before the

acquisition of our interest in the Subject Claims, the previous

operations of the Property by W.D. Mateer, Noranda Exploration Co.

Ltd., Independence Mining and persons or entities unknown consisted

of the construction of at lease three (3)hillside tunnels that were

created to gain access to the mineralized rock and the excavation of

numerous ditches and trenches.

We are an exploration stage company and there is no assurance that

commercially viable gold-bearing mineral deposits exist on any of

the Subject Claims. Our objective is to conduct a two Phase

exploration program on the Subject Claims to assess whether they

possess any commercially viable gold-bearing mineral deposits. We

cannot provide any assurance that the Subject Claims will prove

commercially viable.

Our plan is to complete our Phase 1 exploration program during the

summer of 2006. We anticipate that the cost to undertake Phase 1 of

our exploration program is approximately $140,000.00. We anticipate

that the work included as part of Phase 1 of our exploration program

will include surface geologic mapping, sampling, survey control,

access road repair, rehabilitation of hillside tunnels that were

created to gain access to the mineral deposits, and the excavation

of ditches and/or trenches with subsequent mapping, sampling and

analysis, soil survey, permitting and bonding. In light of our

limited financial and employee resources we intend to engage the

services of local contractors and lease equipment and machinery on a

short term basis in order to conduct and execute our Phase 1 plan.

Furthermore, one of our directors will oversee all of the

construction projects such as up-grading the access road, cleaning

out the ditches and trenches, cleaning out and securing the existing

hillside tunnels that were created to gain access to the mineral

<PAGE>

deposits, and reclaiming and cleaning up other ground disturbances

to the satisfaction of the United States Forest Service. If Phase 1

of our exploration program is successful, we expect to proceed with

a second Phase of our exploration program during the summer of 2007.

Phase 2 of our exploration program is expected to include further

excavation, drilling and engineering studies, and is expected to

cost us approximately $250,000.00. Until we have completed Phase 2

of our exploration program, we can not determine if commercially

viable gold deposits exist within the Subject Claims because Phase 1

does not include a drilling program, and without a drilling program,

there is not enough information to determine if the Subject Claim

contains commercially viable deposits of gold. If we receive at

least the minimum proceeds of our offering, we will have adequate

funds to complete Phase 1 of our exploration program, but we will

not have sufficient funds to proceed with Phase 2 of our exploration

program unless we raise substantial additional capital or locate a

joint venture partner. If we receive the maximum proceeds of our

offering we will have sufficient funds to complete Phase 2 of our

exploration program. If we do complete Phase 2, then the Directors

will assess and review the results, data and analyses derived from

our Phase 2 exploration program and determine whether to continue or

terminate the Option Agreements, to continue or terminate the

current exploration and development of the Subject Claims, acquire

other properties, and/or halt operations and wait for our economic

conditions to improve.

The undertaking of our proposed Phase 1 and Phase 2 exploration

program involves numerous hazards and risks, such as cave-ins,

environmental pollution liability, and personal injuries. Due to our

limited financial resources, we do not maintain any insurance

against the hazards of mineral exploration and we do not expect to

obtain any such insurance in the foreseeable future. However,

pursuant to the terms of the Option Agreement, we will obtain all

risk liability insurance policies to protect us and the Claim Owner

for risks other than mineral exploration hazard risks.

Depending upon the receipt of proceeds of our offering and

permissible weather conditions, we expect to commence Phase 1 of our

exploration program during the month of June of the calendar year

2006 and we anticipate that Phase 1 will be concluded within three

months after commencement. Until we complete Phase 1 of our

exploration program, we are unable to determine when or if Phase 2

of our exploration program would commence. The Directors of Gentor,

<PAGE>

all whom have mining and exploration expertise, will assess and

review the results, data and analysis derived from our Phase 1

exploration program to determine the presence of gold, the

feasibility, if any, of recovering any such gold deposits, and

whether or not the planned expenditures for Phase 2 of our

exploration program are warranted. Since the maintenance of the

Option Agreements are relatively inexpensive, if the results of the

Phase 1 exploration program indicate presence of gold, but also

determine that it would not be cost effective and/or profitable to

recover the gold from the property based on the then current price

of gold, then we plan to keep the Option Agreements open and hope

for higher gold prices that would justify further development of the

Subject Claims. Also, if the Directors of Gentor determine that

further development and/or exploration of the Subject Claims is not

warranted at such time, then we intend to acquire new properties for

exploration, if we have the adequate funds to do so.

Future Plans

We intend to search for additional properties of merit whenever

funding is available for such searches. Our searches will be

conducted in areas thought to be conducive for discovery,

development or exploration and we will try to obtain rights similar

to the Option Agreement to conduct any such exploration or

development so long as any such identified property can be acquired

at a cost deemed by us to be reasonable and provided that the

anticipated costs of development and exploration of such properties

can be undertaken at a relatively low cost. While we would prefer

to undertake any such additional exploration on our own, our

decision to raise additional capital or seek a joint venture partner

depends upon the type of property available and the terms of any

such funding. Furthermore, we might use the proceeds from this

offering to explore other properties, but we believe that we would

not undertake any additional exploration if it would hinder or

threaten our Phase 1 exploration plans or our Phase 2 exploration

plans to the extent the same are viable.

Agreements

The Option Agreement

Our entire business plan is based upon the Option Agreement. The

Option Agreement, which was originally dated April 29, 2005, was

<PAGE>

amended and restated on March 30, 2006. A memorandum of our Option

Agreement has been recorded in the public records of Jefferson

County, Montana. The Option Agreement grants us exploration and

mineral rights on the Property (the "Exploration and Mineral

Rights"). The Exploration and Mineral Rights provide us the

exclusive right and privilege to enter the Property for the purpose

of exploration and developing the Subject Claims, as well as

removing and selling for our own account any and all minerals,

mineral substances, metals ore bearing materials and rocks of any

kind. The Option Agreement also grants us an option (the "Option

Right") to purchase the Claim Owner's rights to the Subject Claims

for a total of $1,000,000, excluding the Claim Owner's right to the

Net Smelter Return. In the event that we exercise the Option Right,

all annual payments and royalty payments under the Option Agreement

will be credited against the $1,000,000 purchase price. The Option

Agreement also grants us a right of first refusal (the "Right of

First Refusal") to purchase the Claim Owner's rights to the Net

Smelter Return in the event that the Claim Owner receives a bona

fide offer from a third party to purchase such rights. We made an

initial payment of $7,500 upon execution of the Option Agreement. In

order to maintain our Exploration and Mineral Rights, we must make

the following annual payments to the Claim Owner: $7,500 is due on

the first anniversary date of the Option Agreement, $10,000 is due

on each of the next two (2) subsequent anniversary dates of the

Option Agreement, and $15,000 is due on every subsequent anniversary

date of the Option Agreement until the $1,000,000 purchase price for

the Subject Claims are paid or the Option Agreement is terminated or

cancelled. Furthermore, we also must pay the Claim Owner, on an

annual basis, an amount equal to 2% of the net revenues generated

from the sale of the metals recovered from the Subject Claims. In

the event the Claim Owner notifies us that we have breached a term,

condition or covenant of the Option Agreement (other than the

payment of monies due and payable under the Option Agreement), then

we have at least sixty (60) days (twenty (20) days for any monetary

payment obligation) to cure any such breach. If we cannot cure, or

begin to cure, any such breach within the cure period, then the

Claim Owner can terminate the Option Agreement. We also have the

right to terminate the Option Agreement at any time, and so long as

the termination date is before August 1 of any calendar year, then

we do not have to pay the Annual Maintenance Fee to the to the

United States Department of the Interior, Bureau of Land Management.

However, we also have the right to assign all or any of our rights

<PAGE>

in and to the Option Agreement with the consent of the Claim Owner,

which consent cannot be unreasonably withheld. In the event that we

determine that there is no viable commercial production from the

Subject Claims, we might sell our rights under the Option Agreement

to fund other exploration properties rather than terminate the

Option Agreement. We have attached the Option Agreement and the

Memorandum thereof as an exhibit to this prospectus.

Report on the Delmoe Lake Property

We engaged Roscoe Postle Associates, Inc. ("RPA") to prepare a

technical report on the Delmoe Lake Property for us in conformity

with Security Exchange Commission guidelines for a description of

property by issuers engaged or to be engaged in significant mining

operations. Nathan Eric Fier, CPG, P.Eng., a Consulting Geologist

and Mining Engineer associated with RPA, is the author of the

technical report.

A summary of the information included as part of the technical

report is as follows:

The 120 acre Delmoe Lake Property is located in southwest Montana

approximately 25 miles east of Butte in Sections 14 and 15, T3N, R6W

in the Homestake Mining District, Jefferson County.

Little information is available on the history of the Delmoe Lake

property or surrounding area prior to 1981. In 1962, W.D. Mateer

("Mateer"), a geologist, examined the property and collected 3

samples. Chemical testing and analysis (assays) of the samples

revealed the presence of gold and silver values. We do not know

which laboratory was used by Mateer to assay the samples and we do

not know what procedures or charge weights were used by the

laboratory that assayed the samples.

In September of 1981, Noranda Exploration Company ('Noranda")

conducted surface and underground channel sampling of the old

tunnels and pits on the Property. The results of the chemical

analyses (assays) were as follows:

<PAGE>

<TABLE>

Sample # Location Length (ft) Gold (ppm) Silver (ppm)

9301 underground 3.0 16.0 12.0

tunnel

9302 underground 2.0 7.0 5.4

tunnel

9312 solid rock 3.0 6.0 13.0

exposed on

the surface

</TABLE>

The assay laboratory that performed the analyses for Noranda was

their own in-house assay laboratory located in Vancouver, Canada. We

do not know the analytical method that was used by the Noranda

laboratory to the assay the samples and we are unaware of the charge

weights and detection limits associated with the assay techniques

that were performed on the samples.

Later in 1992, Independence Mining conducted surface and underground

channel sampling of the same tunnels and pits on the Property that

were sampled by Noranda. The results of the chemical analyses

(assays) were as follows:

<TABLE>

Sample # Location Length (ft) Gold (ppm) Silver (ppm)

DL92-850 solid rock 3.0 0.23 2.9

exposed on

the surface

DL92-860 surface pit 2.0 14.30 10.0

DL92-860 re-assay n/a 14.20 N/R

DL92-861 underground 3.0 0.004 0.6

tunnel

</TABLE>

The assay laboratory that performed the analyses for Independence

Mining on October 5, 1992 was SVL Analytical, Inc., 1 Government

Gulch, Kellog, ID 83837. The analytical method was used by the

laboratory to assay the samples was fire assay with an AA finish.

We are unaware of the charge weights and detection limits associated

<PAGE>

with the assay techniques that were performed on the samples.

The Delmoe Lake property is located on the southeast flank of the

Boulder Batholith. A major northeast-southwest trending fault line

is immediately adjacent to the mineralized area.

Northeast-southwest trending fault lines appear to be a main

controlling trend for mineralization in Montana and Idaho.

A series of quartz veins can be traced on surface for a distance of

approximately 4,000 feet. The host rock is a massive quartz

monzonite to granodiorite. Alteration is minimal with minor

bleaching and the introduction of or replacement by silica of the

wallrocks adjacent to mineralized veins.

The U.S. Geological Survey completed an aeromagnetic geophysical

survey for southwest Montana in 1964-65.

The property is considered to be at the grass-roots exploration

stage. The proposed Phase 1 budget for Delmoe Lake is based on

defining drill targets with an expenditure of $134,000. Work should

include surface geologic mapping, sampling, survey control, access

road repair, rehabilitation of hillside tunnels that were created to

gain access to the mineralized deposits, and digging ditches and/or

trenches with subsequent mapping, sampling and analysis, soil

survey, permitting and bonding for the work program. Contingent upon

the successful completion of the Phase 1 program, a Phase 2 program

may be warranted at an estimated cost of $250,000.

Employees

We currently have no full-time employees. Our only employees are,

Lloyd J. Bardswich (Joe) who serves as a director and our president

and treasurer; Kitt M. Dale who serves as a director; and Samuel Lee

Henry who serves as a director and our secretary.

We expect that Mr. Bardswich will spend as much as 20 hours each

week in attending to our business affairs, but Mr. Bardswich is not

obligated to do so. We expect that Mr. Bardswich will also be

engaged as a consultant to third-party companies engaged in mining

businesses that may be competitive to us and that he will devote

such portion of his time to such other activities as he may deem

necessary. We believe that the time Mr. Bardswich intends to devote

<PAGE>

to our business affairs, along with the time to be provided to us by

our other employees, will initially be adequate for us to implement

our plan of operations. As our business develops and as our

financial resources permit, we intend to hire such additional staff

as may be necessary to further develop and implement our plan of

operations.

We expect that Mr. Dale will spend as much as 5 hours each week in

attending to our business affairs, but Mr. Dale is not obligated to

do so. We expect that Mr. Dale will also be engaged as a consultant

to third-party companies engaged in mining businesses that may be

competitive to us and that he will devote such portion of his time

to such other activities as he may deem necessary. Such other

business activities may be considered a conflict of interest because

Mr. Dale must continually make decisions on how much of his time he

will allocate to our business as against his other business

projects, which may be competitive to our business, or where he will

allocate new business opportunities.

We expect that Mr. Henry will spend as much as 5 hours each week in

attending to our business affairs, but Mr. Henry is not obligated to

do so. We expect that Mr. Henry will also be engaged as a

consultant to third-party companies engaged in mining businesses

that may be competitive to us and that he will devote such portion

of his time to such other activities as he may deem necessary.

Facilities

The Company's principal executive offices are located at 1 Alder

Gulch Road, Virginia City, Montana 59755; telephone (406)843-5383.

We do not own an interest in the real property where our principal

executive offices are located.

MANAGEMENT

Executive Officers and Directors

The following sets forth certain information with respect to our

executive officers and directors. Each director holds such position

until the next annual meeting of our shareholders and until his

<PAGE>

respective successor has been elected and qualifies.

<TABLE>

Name Age Positions

Lloyd J. 61 Director, President, Treasurer and

Bardswich Chief Financial Officer

Kitt M. Dale 45 Director

Samuel L. Henry 32 Director and Secretary

</TABLE>

Any of our directors may be removed with or without cause at any

time by the vote of the holders of not less than a majority of our

then outstanding common stock. Officers are elected annually by the

Board of Directors. Any of our officers may be removed with or

without cause at any time by our Board of Directors.

Mr. Bardswich is one of our founders and has held his positions with

us since our inception.

Mr. Bardswich is one of our Directors and serves as our corporate

President, our Treasurer and our Chief Financial Officer.

Mr. Bardswich holds a B.A. Sc. from the University of Windsor,

Ontario Canada and a M.Eng (Mining) degree from McGill University,

Montreal Canada. From 1994 through November 1, 2005, Mr. Bardswich

has been the president and general manager of Madison Mining

Corporation, a private Montana corporation, which owns a cyanide

permitted gold mine and mill in Madison County, Montana. Also, since

1999 through November 1, 2005, Mr. Bardswich served as a mining

consultant to Vertical Investments (located in Zimbabwe), Shadow

Gold (located in Mali) and Cline Mining (located in Ontario) and a

variety of other junior gold mining and gold exploration companies,

and has also been the president and director of BRC Diamond

Corporation, a publicly held company that trades on the Toronto

Venture Exchange under the symbol "BRC." In December 2004, Mr.

Bardswich became a director of United Bolero Development, a publicly

held company that trades on the Toronto Venture Exchange under the

symbol "UNB." Since 2005, Mr. Bardwich has served as the President

of Montana Molybdenum Corporation, which operates a molybdenum mine

in Lewis and Clark County, Montana.

Mr. Bardswich does not devote his entire time to us. He does intend

to regularly discuss our affairs and to review the status of our

<PAGE>

business operations. We anticipate that Mr. Bardswich will devote

up to 20 hours per weeks to our business affairs. Any conflicts of

interest that arise affecting Mr. Bardswich and us will be resolved

by him in a manner that he deems will be fair. You may not agree

with his determination. If you have any doubt about the abilities

or integrity of Mr. Bardswich, you should not purchase any shares.

Mr. Dale is one of our Directors.

Kitt M. Dale holds a Bachelors of Science (Mining Engineering) from

Montana College of Mineral Science and Technology, Butte, Montana.

For the past five (5) years, Mr. Dale has been the owner and

operator of Indian Hay Ranch located in Sheridan, Montana, which is

a producer of beef and specialized agricultural products related to

the beef industry. From late 1998 to February 2003, Mr. Dale served

as a consulting mining engineer for M3 Engineering and Technology

Group, Inc., which is a full service engineering and architectural

design company headquartered in Tucson, Arizona. Since February

2003, Mr. Dale has also served as a part time consulting engineer to

Barrick Gold (the world's largest producer of gold), Kennecott Utah

Copper Company (the world's largest open pit copper mine located

west of Salt Lake City Utah), and the Ascentis Operations Company

(an affiliate of Ausenco Limited, one of Australia's premier

engineering and project management companies specializing in the

design, building, extension and refurbishment of mineral processing

plants worldwide).

Mr. Dale does not devote his entire time to us. He does intend to

regularly to discuss our affairs and to review the status of our

business operations with Mr. Bardswich and Mr. Henry. We anticipate

that Mr. Dale will devote up to 5 hours per weeks to our business

affairs. If you have any doubt about the abilities or integrity of

Mr. Dale, you should not purchase any shares.

Mr. Henry is one of our Directors and serves as our corporate

Secretary.

Mr. Henry holds an Associates degree in Business from the University

of Montana, Western in Dillon, Montana. From May 1997 through March

16, 2004, Mr. Henry was a project supervisor with Moen Builders and

M&W Milling and Refining located in Virginia City, Montana and which

are owned by the same individuals. Moen Builders and M&W Milling and

<PAGE>

Refining build mining equipment, operate small gold mines and

operate a mill and refinery in Madison County, Montana. From May 17,

2004 though May 1, 2005, Mr. Henry served as a project supervisor

for ORO Management which owns and operates a placer gold mine in

Madison County, Montana. From May 1, 2005 to the present, Mr. Henry

has been a construction supervisor for 3 Rivers Communication

located in Ennis, Montana, which is a telecommunications company.

Mr. Henry does not devote his entire time to us. He does intend to

regularly to discuss our affairs and to review the status of our

business operations with Mr. Bardswich and Mr. Dale. We anticipate

that Mr. Henry will devote up to 5 hours per weeks to our business

affairs. If you have any doubt about the abilities or integrity of

Mr. Henry, you should not purchase any shares.

Executive Compensation of our Executive Officers

We have no agreements relating to compensation with Mr. Bardswich,

with Mr. Dale or with Mr. Henry. We have in the past, and

anticipate that we will in the future, compensate Mr. Bardswich, Mr.

Dale and Mr. Henry on a consulting basis in accordance with industry

standard rates for the work provided. The compensation of our

executive officers will be determined by our Board of Directors.

Our executive officers have verbally agreed to defer the payment of

any compensation from us as an executive officer until such time, if

any, that we obtain sufficient capital through this offering or

otherwise. We do not presently intend to use any of the proceeds of

this offering to compensate our executive officers, except that we

intend to reimburse our executive officers for any expenses of the

offering paid by them, if any.

We do not have any written procedures in place to address conflicts

of interest that may arise as a result of their outside business

interests. Any such conflicts of interest that arise will be

resolved by the executive officer himself in a manner that he deems

will be fair. You may not agree with his determination. If you

have any doubt about the abilities or integrity of any of the

executive officers, you should not purchase any shares.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2005, there are 2 holders of record of our common

stock. The following table sets forth certain information as of

December 31, 2005 with respect to any person who is known to us to

be the beneficial owner of more than 5% of our common stock, which

is the only class of our outstanding voting securities and as to

each class of our equity securities beneficially owned by our

directors and officers and directors as a group:

<TABLE>

Name of Beneficial Owner Amount of Shares Approximate

Beneficially Percent of

Owned Class

Arnold T. Kondrat 450,000 90.0%

1 First Canadian Place

Suite 7070

Toronto, Ontario M5X 1E3

Canada

Lloyd J. Bardswich 50,000 10.0%

1 Alder Gulch Road

Virginia City, Montana 59755

Officers and Directors as a 50,000 10.0%

Group (1 person)

</TABLE>

CERTAIN TRANSACTIONS

On formation, we issued an aggregate of 500,000 shares of our common

stock to the following two (2) founders: Arnold T. Kondrat and Lloyd

J. Bardwich (the "Founders"). Arnold T. Kondrat paid $45,000 for

450,000 shares and Lloyd J. Bardwich paid $5,000 for 50,000 shares.

The Founders, all of whom are, pursuant to the provisions of Rule

405 of Regulation C under the Securities Act, are deemed to be

organizers of the Company since at inception, each of such

shareholders received in excess of ten (10%) percent of the common

stock of the Company.

<PAGE>

DESCRIPTION OF COMMON STOCK

Our authorized capital stock consists of 1,500,000 shares of

common stock, par value $.0001 per share, and 500,000 shares of

preferred stock, par value $.0001 per share.

The holders of outstanding shares of our common stock are entitled

to receive dividends out of assets legally available therefore at

such times and in such amounts, if any, as our Board of Directors

from time to time may determine. Holders of common stock are

entitled to one vote for each share held on all matters submitted to

a vote of stockholders, which means that the holders of a majority

of the shares voted can elect all of the directors then standing for

election. Holders of the common stock are not entitled to

preemptive rights, and the common stock is not subject to conversion

or redemption.

The holders of our securities described under the caption "Security

Ownership of Certain Beneficial Owners and Management", above, one

of which is one of our director and an executive officer, own all of

our outstanding common stock. These stockholders can determine the

outcome of stockholder votes, including votes concerning the

election of directors, amendments to our charter and bylaws, and the

approval of significant corporate transactions such as a merger or

sale of our assets. In addition, their controlling influence could

have the effect of delaying, deferring or preventing a change in

control of our company.

Our preferred stock may be issued from time to time in one or more

series, and each of such series will have distinctive serial

designations in such manner as is determined by our Board of Directors.

Each series of preferred stock may be of such number of shares and

may have such rights and preferences, including but not limited to

special voting rights, redemption rights, conversion rights,

dividend rights, liquidation rights, other relative, participating,

optional or other special rights, and qualifications, limitations or

restrictions, as may be stated in the resolution of our Board of

Directors providing for the issuance of such preferred stock.

<PAGE>

Control-Share Acquisitions and Affiliated Transactions

We may become subject to the control-share acquisition and

affiliated transaction provisions of the Florida Business

Corporation Act. Those provisions could have the effect of

discouraging offers to acquire us and of increasing the difficulty

of consummating any such offer. Those provisions may also

discourage bids for our common stock at a premium over the market

price.

Transfer Agent

We intend to engage Florida Atlantic Stock Transfer Company, Inc.,

7130 Nob Hill Road, Tamarac, FL 33321 whose telephone number is

(954)726-4954 as the transfer agent for our common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this

offering, there has not been any public market for our common stock.

Sales of substantial amounts of our common stock in the public

market, or the perception that such sales could occur, could

adversely affect prevailing market prices, if any, of our common

stock and could impair our future ability to raise capital through

the sale of equity securities. As of March 25, 2006, all of the

shares that are owned by Arnold T. Kondrat and Lloyd J. Bardswich

are eligible for sale pursuant to the provisions of Rule 144.

In general, under Rule 144, any person who owns shares that were

acquired from us at least one year prior to the proposed sale is

entitled to sell, within any three-month period beginning 90 days

after the date of this prospectus, a number of shares that does not

exceed the greater of:

* 1% of the number of shares of our common stock then

outstanding or

* the average weekly trading volume of the common stock on

Nasdaq during the four calendar weeks preceding the filing

of a notice on Form 144 with respect to such sale.

<PAGE>

Shares that were acquired from us at least two years prior to the

proposed sale may generally be sold by non-affiliates without

restriction. Any shares purchased by our affiliates in this

offering and subsequently publicly sold by those affiliates will not

be subject to the one-year holding period. Sales under Rule 144 are

also subject to a certain manner of sale provisions and notice

requirements and to the availability of current public information

about us.

PLAN OF DISTRIBUTION

Our Offering

We are offering 200,000 shares on a "best efforts" basis. Unless we

receive paid subscriptions for at least 40,000 shares by May 31,

2006, no shares will be sold and all proceeds will be promptly

returned to subscribers without interest. If we sell at least

40,000 shares by that date, we may extend our offering until the

earlier of September 30, 2006 or such time that all 200,000 shares

are sold. The minimum purchase is 1,000 shares. There is no limit

on the number of shares that may be purchased by any of our

founders. Any purchases by them must be made with investment intent

and made on the same terms and conditions as are purchases made by

public investors.

We are making the offering through our President, who will not be

compensated for offering the shares. However, subject to the

limitation described under "Use of Proceeds," we will reimburse him

for all expenses incurred by him in connection with the offering.

Because we are offering the shares through our President without the

use of a professional securities underwriting firm, there may be

less due diligence performed in conjunction with this offering than

would be performed in the event of an underwritten offering.

With respect to the offering, the President will be relying on the

safe harbor exemption from broker dealer registration that is set

forth in Rule 3a4-1 under the Securities Exchange Act of 1934. The

President is eligible to rely on the safe harbor exemption because

(i) he is not subject to statutory disqualification, (ii) he is not

being compensated for offering the shares, (iii) he is not an

associated person of a broker dealer, (iv) after the offering, the

President will primarily perform substantial duties for the Company

that are unrelated to this offering, (v) he was not a broker, dealer

<PAGE>

or an associated person of a broker dealer within the past 12 months

and (vi) he will not participate in selling or offering of

securities of any other issuer more than once every 12 months.

Prior to this offering, there has been no market for our common

stock. The public offering price for the shares was determined

solely by us and may be substantially higher than the prices that

will prevail in the trading market, if one develops. Among the

factors we considered in determining the public offering price were

the absence of a record of operations, our current financial

condition, our future prospects, the inexperience of our management,

and the general condition of the equity securities market.

We initially intend to offer our shares in the states of Florida and

New York, although we may expand our offering to other states. We

intend to solicit investors only through personal contacts and not

with direct mailings. Except for this prospectus, we do not intend

to use any sales materials in promoting this offering.

Our officers, directors, employees and affiliates may purchase

shares in this offering. Even though our officers, directors,

employees and affiliates may purchase shares in this offering, (i)

no offers for purchase or sale of shares will be made prior to the

filing of this registration statement, (ii) any offers for purchase

and sale of shares will be made only with the prospectus, and (iii)

no funds have or will be committed or paid prior to the effective

date of this registration statement.

If a public market develops for our common stock, trading in the

common stock may be subject to the requirements of applicable rules

under the Securities Exchange Act of 1934, which require additional

disclosure by broker-dealers in connection with any trades involving

the common stock. Those rules require the delivery, prior to any

transaction in the common stock, of a disclosure schedule explaining

the penny stock market and associated risks, and impose various

sales practice requirements on broker-dealers who sell the common

<PAGE>

stock to persons other than established customers and accredited

investors (generally institutions). For these types of transactions,

the broker-dealer must make a special suitability determination for

the purchaser and have received the purchaser's written consent to

the transaction prior to sale. The additional burdens imposed upon

broker-dealers may discourage broker-dealers from effecting

transactions in our common stock, which could severely limit its

liquidity.

LEGAL PROCEEDINGS

There are no pending or threatened legal proceedings to which we are

a party or of which any of our property is the subject, or to our

knowledge, any proceedings contemplated by governmental authorities.

INDEMNIFICATION

We have agreed to indemnify our executive officers and directors to

the fullest extent permitted by the Florida Business Corporation

Act. The Act permits us to indemnify any person who is or is

threatened to be made a party to any threatened, pending or

completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (other than an action by us or in

our right) by reason of the fact that the person is or was an

officer or director or is or was serving at our request as an

officer or director. The indemnity may include expenses (including

attorney's fees), judgments, fines and amounts paid in settlement

that were actually and reasonably incurred by the person in

connection with the action, suit or proceeding; provided, however,

that the person acted in good faith and in a manner such person

reasonably believed to be in or not opposed to our best interests,

and with respect to any criminal action or proceeding, had no

reasonable cause to believe such person's conduct was unlawful. We

may indemnify officers and directors in an action by us or in our

right under the same conditions, except that no indemnification is

permitted without judicial approval if the officer or director is

adjudged to be liable to us. Where an officer or director is

successful on the merits or otherwise in the defense of any action

referred to above, we must indemnify such officer or director

against the expenses which such officer or director actually and

<PAGE>

reasonably incurred. The indemnification provisions of the Florida

Business Corporation Act are not exclusive of any other rights to

which an officer or director may be entitled under our bylaws, by

agreement, vote or otherwise.

Insofar as indemnification arising under the Securities Act may be

permitted to our directors, officers and controlling persons

pursuant to the foregoing provisions or otherwise, we have been

advised that, in the opinion of the SEC, such indemnification is

against public policy as expressed in the Securities Act and is

therefore unenforceable.

LEGAL MATTERS

The validity of the shares of common stock offered by this

prospectus have been passed upon for us by Edward H. Gilbert, P.A.

to the extent set forth in that firm's opinion filed as an exhibit

to the registration statement. Edward H. Gilbert is the sole owner

of Edward H. Gilbert, P.A. Neither Mr. Gilbert nor Edward H.

Gilbert, P.A. own any of our shares. Mr. Gilbert is not one of our

officers, nor is he a director.

EXPERTS

The financial statements included in this Prospectus and in the

Registration Statement have been audited by BDO Dunwoody LLP, an

independent registered public accounting firm, to the extent and for

the period set forth in their report appearing elsewhere herein and

in the Registration Statement, and are included in reliance upon

such report given upon the authority of said firm as experts in

accounting and auditing.

ADDITIONAL INFORMATION

We have electronically filed a registration statement on Form SB-2

with the SEC with respect to the shares of common stock to be sold

in this offering. This prospectus, which forms a part of that

registration statement, does not contain all of the information

included in the registration statement. Certain information is

<PAGE>

omitted and you should refer to the registration statement and its

exhibits. With respect to references made in this prospectus to any

contract or other document, the references are not necessarily

complete and you should refer to the exhibits attached to the

registration statement for copies of the actual contract or

document. You may read the registration statement and other

materials we file with the SEC at the Public Reference Section of

the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549.

Copies of the registration statement and other materials we file

with the SEC may be obtained from the Public Reference Section upon

payment of the prescribed fees therefor. The public may obtain

information on the operation of the Public Reference Room by calling

the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that

contains reports, proxy statements and information statements, and

other information regarding issuers that file electronically with

the SEC. The address of that site is http://www.sec.gov.

Upon the effectiveness of the registration statement of which this

Prospectus is a part, we will become subject to the information and

reporting requirements of the Securities Exchange Act of 1934 and

will file periodic reports and other information with the SEC.

We intend to furnish our stockholders with annual reports containing

audited financial statements.

<PAGE>

GENTOR RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2005

GENTOR RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

<TABLE>

<S> <C>

Page(s)

Report of Independent Registered Public Accounting 63

Firm

Balance Sheet 65

Statement of Operations and Deficit 67

Statement of Cash Flows 69

Notes to Financial Statements 71

</TABLE>

<PAGE>

Report of Independent Registered Public Accounting Firm

To the Directors and Shareholders of

Gentor Resources, Inc.

(An Exploration Stage Company)

We have audited the balance sheet of Gentor Resources, Inc. (an

Exploration Stage Company) as at December 31, 2005, and the

statements of operations and deficit and cash flows for the period

March 24, 2005 (date of inception) to December 31, 2005. The

financial statements are the responsibility of the Company's

management. Our responsibility is to express an opinion on the

financial statements based on our audit.

We conducted our audit in accordance with the standards of the

Public Company Accounting Oversight Board (United States). Those

standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free

of material misstatement. The Company is not required to have, nor

were we engaged to perform, an audit of its internal control over

financial reporting. Our audit included consideration of internal

control over financial reporting as a basis for designing audit

procedures that are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the effectiveness of the

Company's internal control over financial reporting. Accordingly,

we express no such opinion. An audit also includes examining, on a

test basis, evidence supporting the amounts and disclosures in the

financial statements and assessing the accounting principles used

and significant estimates made by management, as well as evaluating

the overall financial statement presentation. We believe that our

audit provides a reasonable basis for our opinion.

In our opinion, the financial statements present fairly, in all

material respects, the financial position of Gentor Resources, Inc.

(an exploration stage company) as at December 31, 2005 and the

results of its operations and cash flows for the period from March

24, 2005 (date of inception) to December 31, 2005 in conformity with

United States generally accepted accounting principles.

<PAGE>

The accompanying financial statements have been prepared assuming

that the Company will continue as a going concern. As discussed in

Note 1 to the financial statements, the Company has a net loss of

$97,637 for the period ended December 31, 2005 and a Shareholders'

Deficit of $47,637 as at December 31, 2005. These matters raise

substantial doubt about the Company's ability to continue as a going

concern. Management's plans regarding these matters are also

described in Note 1. The accompanying financial statements do not

include any adjustments that might result from the outcome of this

uncertainty.

BDO Dunwoody LLP

Chartered Accountants

Toronto, Ontario

March 7, 2006

<PAGE>

GENTOR RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

(STATED IN US DOLLARS)

AS AT DECEMBER 31, 2005

<TABLE>

<S> <C>

ASSETS

CURRENT

Cash & cash equivalents (note 3) $19,441

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

TOTAL CURRENT ASSETS $19,441

============

LIABILITIES

CURRENT

Accounts payable and accrued liabilities $67,078

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

TOTAL CURRENT LIABILITIES $67,078

SHAREHOLDERS' DEFICIT

Authorized

1,500,000 Common shares, $0.0001 par value

500,000 Preferred shares, $0.0001 par value

Issued and outstanding

<PAGE>

500,000 common shares (note 5) 50

Paid-in capital 49,950

Deficit accumulated during exploration stage (97,637)

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

Shareholder Equity (Deficiency) ($47,637)

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

TOTAL LIABILITIES AND SHAREHOLDER DEFICIT $19,441

============

</TABLE>

See accompanying summary of accounting policies and notes to

financial statements.

<PAGE>

GENTOR RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF OPERATIONS AND DEFICIT

(STATED IN US DOLLARS)

FOR THE PERIOD MARCH 24, 2005 (INCEPTION)

THROUGH DECEMBER 31, 2005

<TABLE>

<S> <C>

EXPENSES

Mineral Properties $7,500

Consulting fees - related parties 7,400

Consulting fees - others 4,409

Legal, accounting and auditing fees 77,078

General and administrative expenses 1,432

-----------

(97,819)

Interest income 182

-----------

NET LOSS (97,637)

DEFICIT, BEGINNING OF THE PERIOD -

-----------

DEFICIT, END OF PERIOD $(97,637)

===========

<PAGE>

Basic and diluted loss per common share 0.20

Weighted aver number of shares 500,000

</TABLE>

See accompanying summary of accounting policies and notes to

financial statements.

<PAGE>

GENTOR RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CASH FLOWS

(STATED IN US DOLLARS)

FOR THE PERIOD MARCH 24, 2005 (INCEPTION)

THROUGH DECEMBER 31, 2005

<TABLE>

<S> <C>

CASH PROVIDED BY (APPLIED TO):

OPERATING ACTIVITIES:

Adjustments required to reconcile net loss with

net cash used in operating activities

Net loss for the period $(97,637)

CHANGE IN NON CASH WORKING CAPITAL BALANCE

Accounts payable and accrued liabilities (67,078)

-----------

(30,559)

INVESTING ACTIVITIES:

FINANCING ACTIVITIES:

Common shares issued 50,000

-----------

NET INCREASE IN CASH & EQUIVALENTS $19,441

===========

<PAGE>

SUPPLEMENTARY CASH FLOW INFORMATION

-----------

CASH RECEIVED FOR INTEREST $182

===========

</TABLE>

See accompanying summary of accounting policies and notes to

financial statements.

<PAGE>

GENTOR RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

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 company formed for the purpose of prospecting and

developing mineral properties. During the period, the company

purchased option agreements to acquire exclusive gold exploration,

prospecting and development rights and privileges to six (6)

unpatented mining claims ("the Mining Claims"), located in the

Jefferson County, State of Montana. To date, the Company's

activities have been limited to its formation and the raising of

equity capital. At present, management is devoting most of its

activities to getting an SB-2 Registration Statement declared

effective.

The accompanying 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. The Company has a net

loss from operations of $97,637 for the period ended December 31,

2005 and a shareholders' deficit of $47,637 as at December 31, 2005.

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 for the

year ending December 31,2006.

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.

The Company plans to apply for an SB-2 Registration Statement and

intends to raise additional funding through public or private place

offerings. Funding may not be available at all or at terms that are

acceptable to the Company.

<PAGE>

The 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

a) CASH AND CASH EQUIVALENTS

Cash and equivalents consist of bank balances and other short

term, highly liquid instrument with maturity of three months or

less at the time of issuance.

b) USE OF ESTIMATES

The preparation of financial statements in accordance with

United States generally accepted accounting principles requires

management to make estimates and assumptions that affect the

reported amounts of assets and liabilities at the date of the

financial statements, and the reported amounts of expenses

during the reporting period. Actual results could differ from

management's best estimates as additional information becomes

available in the future.

c) MINERAL PROPERTIES

The Company holds option agreements to acquire exclusive gold

exploration, prospecting and development rights and privileges

to six (6) unpatented mining claims ("the Mining Claims"),

located in the Jefferson County, State of Montana. Under the

mining exploration and option agreement signed on April 29,

2005,the Company holds the exclusive option to purchase the

Mining Claims for a total cash consideration of One million

United States dollars ($1,000,000) ("the purchase price")

subject to a 2% Net smelter return royalty. A option payment of

$7,500 was made upon execution of the option agreement on April

29, 2005 and an additional payment of $7,500 is due on the

first anniversary date of signing the option agreement and

$10,000 per year for the second and third anniversary dates of

signing and then $15,000 per year thereafter until the purchase

<PAGE>

price has been paid, unless the agreement is terminated or

cancelled. In the event the option to purchase is exercised,

all annual payments and/or royalty production payments will be

credited against the purchase price.

Annual option payments towards the Mining Claims are expensed

until such time as the properties have proven reserves when

these amounts will be capitalized under mineral properties. The

Company is also required to pay $750 for annual maintenance

fee.

d) 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.

e) INCOME TAXES

Deferred income taxes are reported for temporary differences

between items reported in the financial statements and those

reported for income tax purposes in accordance with US GAAP,

which requires the use of asset/liability method of accounting

for income taxes. Deferred income taxes and tax benefits are

recognized for the future tax consequences attributable to

differences between the financial statements carrying amounts

of existing assets and liabilities and their respective tax

bases, and for the tax loss and credits carryforwards.

Deferred tax assets and liabilities are measured using the

enacted rates expected to apply to taxable income in the years

in which those temporary differences are expected to be

recovered or settled. The Company provides for deferred taxes

for the estimated future tax effects attributable to temporary

differences and carryforwards when realization is more likely

than not. The deferred taxes for the company therefore amount

to nil at the balance sheet date.

f) NET LOSS PER COMMON SHARE

Basic EPS is computed by dividing income (loss) attributable to

common stockholders by weighted average number of common shares

<PAGE>

outstanding during the period. Diluted EPS gives effect to all

dilutive potential common shares outstanding during the period.

g) FOREIGN CURRENCY TRANSLATION

Foreign currency transactions are translated into US dollars as

follows:

At the transaction date, each asset, liability, revenue and

expense is translated into US dollars by the use of the

exchange rate in effect at that date. At the year end date,

monetary assets and liabilities are translated into US dollars

by using the exchange rate in effect at that date. The

resulting foreign exchange gains and losses are included in the

current income period.

3. CASH AND CASH EQUIVALENTS

Bank account $4,266

Cash on short term deposit $15,175

$19,441

========

The term deposit matures on January 23, 2006 and bears interest

at 2.3%.

4. RELATED PARTY TRANSACTIONS

As part of initial capitalization of the Company, the founding

shareholders subscribed for 500,000 common shares for cash

consideration of $50,000.

Consulting fees of $7,400 were paid to a director of the

Company.

These transactions are in the normal course of the Company's

operations and were measured at the exchange amount.

<PAGE>

5. SHARE CAPITAL

The authorized share capital of the Company consists of 500,000

preferred shares and 1,500,000 common shares with a par value

of $0.0001 per share. Each common share entitles the holder to

one vote and no holder of the common shares shall be entitled

to any right of cumulative voting. Preferred shares may be

issued is series with distinctive serial designations.

Currently, the Company has outstanding 500,000 common shares

and no preferred shares. These were issued on incorporation

March 24, 2005.

6. INCOME TAXES

The Company uses the liability method, where deferred tax

assets are liabilities are determined based on the expected

future tax consequences of temporary differences between the

carrying amount of assets and liabilities for financial and

income tax reporting purposes. During the period from March 24,

2005 (inception) to December 31, 2005, the Company incurred net

losses and, therefore, has no tax liability. The net deferred

tax asset generated by the loss carryforward has been fully

reserved. The net operating loss carryforward is $97,637 at

December 31, 2005, and will expire in the year 2025.

At December 31, 2005, deferred tax assets consisted of the

following:

Net operating losses $33,196

Less: valuation allowance (33,196)

Net deferred tax asset $ -

<PAGE>

No person has been authorized to give any information or to make any

representations in connection with this offering other than those

contained in this prospectus and, if given or made, such other

information and representations must not be relied upon as having

been authorized by Gentor Resources, Inc. This prospectus does not

constitute an offer to sell or a solicitation of an offer to buy any

securities other than the registered securities to which it relates.

This prospectus does not constitute an offer to sell or a

solicitation of an offer to buy such securities in any circumstances

in which such offer or solicitation is unlawful.

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

TABLE OF CONTENTS

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . 4

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . .22

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . .23

DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . .26

DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . . . .27

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

<PAGE>

MINING OPERATIONS DISCLOSURE . . . . . . . . . . . . . . . . . . .29

MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . . . . . . .32

PROPOSED BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . .41

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . .53

CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . .53

DESCRIPTION OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . .54

SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . . . . . . . .55

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . .56

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . .58

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . .58

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .59

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .59

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

<PAGE>

Until __________________, 2006 (90 days after the date of this

prospectus), all dealers that effect transactions in these

securities, whether or not participating in this offering, may be

required to deliver a prospectus. This is in addition to the

dealers' obligation to deliver a prospectus when acting as

underwriters and with respect to their unsold allotments or

subscriptions.

Gentor Resources, INC.

COMMON STOCK

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

PROSPECTUS

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

May 1, 2006

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses to be paid by the Registrant in connection with this

offering are as follows. All amounts other than the SEC registration

fee are estimates.

<TABLE>

<S> <C>

ITEM AMOUNT

SEC registration fee $117.70

Printing $3,000.00

Legal fees and expenses $35,000.00

Accounting and auditing fees and expenses $16,700.00

Blue sky fees and expenses $5,000.00

Transfer agent fees $3,000.00

Miscellaneous $1,500.00

TOTAL $64,317.70

</TABLE>

ITEM 25. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant had agreed to indemnify its executive officers and

directors the fullest extent permitted by the Florida Business

Corporation Act. That Act permits the Registrant to indemnify any

person who is, or is threatened to be made, a party to any

threatened, pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative (other than an

action by the Registrant or in its right) by reason of the fact that

the person is or was an officer or director or is or was serving our

request as a an officer or director. The indemnity may include

expenses (including attorney's fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred by the person in

connection with the action, suit or proceeding, provided that such

person acted in good faith and in a manner such person reasonably

<PAGE>

believed to be in or not opposed to our best interests, and, with

respect to any criminal action or proceeding, had no reasonable

cause to believe such person's conduct was unlawful. The Registrant

may indemnify officers and directors in an action by the Registrant

or in its right under the same conditions, except that no

indemnification is permitted without judicial approval if the

officer or director is adjudged to be liable to the Registrant.

Where an officer or director is successful on the merits or

otherwise in the defense of any action referred to above, the

Registrant must indemnify such person against the expenses which

such person actually and reasonably incurred. The foregoing

indemnification provisions are not exclusive of any other rights to

which an officer or director may be entitled under a our bylaws, by

agreement, vote, or otherwise.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

(a) Upon formation, the Registrant issued 500,000 shares of

common stock for an aggregate consideration of $50,000 to

two founders, all of whom are, pursuant to the provisions

of Rule 405 of Regulation C under the Securities Act are

deemed to be "organizers" of the Company since at

inception, each of such shareholders received in excess of

ten (10%) percent of the common stock of the Company.

(b) There were no principal underwriters.

in subparagraph was $50,000.

(d) The Registrant claimed exemption from the registration

provisions of the Securities Act of 1933 with respect to

the securities pursuant to Section 4(2) thereof inasmuch

as no public offering was involved.

ITEM 27. EXHIBITS.

3.01 Articles of Incorporation(2).

3.03 Bylaws (2).

4.01 Form of Specimen Stock Certificate for the

Registrant's Common Stock (2).

5.01 Opinion of Edward H. Gilbert, P.A. regarding legality

of securities being registered (1).

10.01 Amended and Restated Option Agreement (1).

23.01 Consent of Edward H. Gilbert, P.A. (included in

Exhibit 5.01)(1).

23.02 Consent of BDO Dunwoody LLP (1).

23.03 Consent of Roscoe Postle Associates, Inc.(2).

____________________

(1)Filed herewith.

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

ITEM 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are

being made, a post-effective amendment to this

Registration Statement to:

(i) Include any prospectus required by Section 10(a)(3) of

the Securities Act;

(ii) Reflect in the prospectus any facts or events which,

individually or together, represent a fundamental change

in the information in the Registration Statement.

Notwithstanding the foregoing, any increase or decrease in

volume of securities offered (if the total dollar value of

securities offered would not exceed that which was

<PAGE>

registered) and any deviation from the low or high end of

the estimated maximum offering range may be reflected in

the form of prospectus filed with the Commission pursuant

to Rule 424(b) if, in the aggregate, the changes in volume

and price represent no more than a 20 percent change in

the maximum aggregate offering price set forth in the

"Calculation of Registration Fee" table in the effective

registration statement.

(iii) Include any additional or changed material

information on the plan of distribution.

(2) For determining liability under the Securities Act, each

such post-effective amendment shall be treated as a new

registration statement of the securities offered, and the

offering of the securities at that time to be the initial

bona fide offering.

(3) To file a post-effective amendment to remove from

registration any of the securities that remain unsold at

the end of the offering.

Insofar as indemnification for liabilities arising under the

Securities Act may be permitted to directors, officers and

controlling persons of the Registrant pursuant to the foregoing

provisions or otherwise, the Registrant has been advised that in the

opinion of the Securities and Exchange Commission such

indemnification is against public policy as expressed in the

Securities Act and is, therefore, unenforceable. In the event that a

claim for indemnification against such liabilities (other than the

payment by the Registrant of expenses incurred or paid by a

director, officer or controlling person of the Registrant in the

successful defense of any action, suit or proceeding) is asserted by

such director, officer or controlling person in connection with the

securities being registered, the Registrant will, unless in the

opinion of its counsel the matter has been settled by controlling

precedent, submit to a court of appropriate jurisdiction the

question whether such indemnification by it is against public policy

as expressed in the Securities Act and will be governed by the final

adjudication of such issue.

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933,

the Registrant certifies that it has reasonable grounds to believe

that it meets all of the requirements for filing on Form SB-2 and

has authorized this registration statement to be signed on its

behalf by the undersigned, in the Virginia City, State of Montana,

on the 1st day of May, 2006.

Gentor Resources, Inc.

/s/ Lloyd J. Bardswich

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

By: Lloyd J. Bardswich, President

and principal executive officer

/s/ Lloyd J. Bardswich

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

By: Lloyd J. Bardswich, principal

financial officer

In accordance with the requirements of the Securities Act of 1933,

this Registration Statement has been signed by the following persons

in the capacities and on the dates stated.

Date: May 1, 2006 /s/ Lloyd J. Bardswich

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

By: Lloyd J. Bardswich, principal

executive officer

Date: May 1, 2006 /s/ Lloyd J. Bardswich

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

By: Lloyd J. Bardswich, principal

accounting officer

Date: May 1, 2006 /s/ Lloyd J. Bardswich

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

By: Lloyd J. Bardswich, director

Date: May 1, 2006 /s/ Kitt M. Dale

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

By: Kitt M. Dale, director

Date: May 1, 2006 /s/ Samuel L. Henry

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

By: Samuel L. Henry, director