10QSB 1 form10qsb033107edgar.htm FORM 10Q-SB Document Template

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-QSB


(Mark One)


[X]

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


For the quarterly period ended March 31, 2007



[  ]

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


For the transition period from __________ to __________



Commission file number 333-130386


Gentor Resources, Inc.

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

(Exact name of small business issuer as specified in its charter)



Florida


(State or other jurisdiction of incorporation

or organization)

20-267977


(IRS Employer Identification No.)



571 Cedar Hills Road

Whitehall, Montana 59759

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

(Address of principal executive offices)



(406) 843-5390

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

(Issuer’s telephone number)



n/a

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

(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


YES [ X ]   NO [  ]


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

YES [  ]   NO [ X ]



APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  As of the date hereof, there were 17,500,000 shares of the registrant's $0.0001par value Common Stock outstanding.


Transitional Small Business Disclosure Format (check one):


YES [  ]   NO [ X ]





TABLE OF CONTENTS



Part I - FINANCIAL INFORMATION


Item 1.

Interim Financial Statements.


(a) Balance Sheets


(b) Statements of Operations and Deficit


(c)  Statements of Cash Flows


(d)  Notes to the Financial Statements (unaudited)


Item 2.

Plan of Operation.


Item 3.

Controls and Procedures.


PART II - OTHER INFORMATION


Item 1.

Legal Proceedings.


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.


Item 3.

Defaults upon Senior Securities.


Item 4.

Submission of Matters to a Vote of Security Holders.


Item 5.

Other Information.


Item 6.

Exhibit.


SIGNATURES




Item 1.

Financial Statements.


(a)

Balance Sheets



GENTOR RESOURCES, INC.

(An Exploration Stage Corporation)

BALANCE SHEETS

(Stated in US dollars)



ASSETS

As at


March 31,

2007

(unaudited)

December 31, 2006

(audited)

Current

 

 

Cash & cash equivalents

$755,259

$835,131

Total current assets

$755,259

$835,131

 

LIABILITIES

Current liabilities

 

 

Accounts payable and accrued liabilities

$ 57,807

$60,041

Due to related parties (note 4)

-

56,627

Total Current Liabilities

57,807

116,668

 

SHAREHOLDERS’ EQUITY

Authorized

   37,500,000 Common shares, $0.0001 par value

   500,000 Preferred shares, $0.0001 par value

 

 

Issued and outstanding

 

 

   17,500,000 Common shares (December 31, 2006 -     17,500,000)(note 5)

1,750

1,750

Paid-in capital

1,048,250

1,048,250

Deficit accumulated

(352,548)

(331,537)

Shareholder Equity

697,452

718,463

 

$ 755,259

  $835,131


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





(b) Statements of Operations and Deficit


GENTOR RESOURCES, INC.

(An Exploration Stage Corporation)

STATEMENTS OF OPERATIONS AND DEFICIT

(Stated in US dollars)

(unaudited)






 

Three month period ended

March 31,


Cumulative from inception on March 24, 2005 to March 31, 2007

 

2007

2006

 

Expenses

 

 

 

Geology

$ 1,820

$ -

$ 19,423

Mineral Properties

-

-

15,000

Consulting fees - related parties

-

-

12,400

Consulting fees - others

-

-

4,409

Management Fees

-

-

2,000

Professional Fees

16,572

43,143

291,587

General and administrative expenses

2,619

100

8,127

 

(21,011)

(43,243)

(352,946)

Interest income

-

86

398

Net loss for the period

(21,011)

(43,157)

(352,548)

Deficit, beginning of the period

(331,537)

(97,637)

-

Deficit, end of period

 $ (352,548)

$ (140,794)

$ (352,548)

Basic and diluted loss per common share

$ (0.01)

$ (0.01)

 

Weighted average number of shares

17,500,000

12,500,000

 


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




(c)  Statements of Cash Flows


GENTOR RESOURCES, INC.

(An Exploration Stage Corporation)

STATEMENTS OF CASH FLOWS

(Stated in US dollars)

(unaudited)





 

For the three month period ended March 31, 2007

For the three month period ended March 31, 2006

Cumulative from inception on March 24, 2005 to March 31, 2007

 

 

 

 

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

$ (21,011)

$ (43,157)

$ (352,548)

Change in non cash working capital balance

 

 

 

     Accounts payable

(2,234)

27,343

57,807

    

(23,245)

(15,814)

(294,741)

    

 

 

 

 

 

 

 

Financing activities:

 

 

 

     Common shares issued

-

-

1,050,000

     Due to related parties

(56,627)

15,800

-

 

 

 

 

Net increase (decrease) in cash & cash equivalents

(79,872)

(14)

755,259

Cash, beginning of the period

835,131

19,441

-

Cash, end of the period

$ 755,259

$ 19,427

$ 755,259


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




(d)

Notes to Financial Statements


GENTOR RESOURCES, INC.

(An Exploration State Corporation)

NOTES TO THE FINANCIAL STATEMENTS

(unaudited)


1.

ORGANIZATION AND GOING CONCERN


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

  

The accompanying interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, the realization of assets and satisfaction of liabilities in the normal course of business.  As at March 31, 2007, the company has a loss from operations of $21,011 and accumulated deficit of $352,548.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditure, working capital and other cash requirements.  


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


The interim 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.

BASIS OF PRESENTATION


The accompanying interim financial statements of the Company for the three month periods ended March 31, 2007 and 2006 are unaudited. However, in the opinion of the Company, all adjustments considered necessary for a fair presentation have been reflected therein. Certain financial information which is normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, but which is not required for interim reporting purposes, has been omitted. The accompanying interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Form 10-KSB for the fiscal year ended December 31, 2006. The results of operations for the period are not necessarily indicative of the results to be expected for the full year.


3.

RECENT ACCOUNTING PRONOUNCEMENTS


In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities which establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The standard requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company's choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. This Statement is effective as of the beginning of an entity's first fiscal year beginning after November 15, 2007. At this time the Company does not anticipate a material effect with the adoption of this statement on the financial statements.


4.

RELATED PARTIES TRANSACTIONS


During the three month period ended March 31, 2007 an amount of $56,627 previously advanced to the Company for working capital purposes was repaid in full to a corporation wholly-owned by a significant shareholder of the Company. This advance was unsecured, non-interest bearing and re- payable upon demand.


5.

SHARE CAPITAL


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


As at March 31, 2007, the Company had outstanding 17,500,000 (December 31, 2006 - 17,500,000) common shares and no preferred shares.


On March 1, 2007, the Company's Articles of Incorporation were amended and restated to reflect a 25 for 1 common stock split and the number of shares of common stock authorized for issuance increased from 1,500,000 to 37,500,000. All common stock information has been restated to reflect this stock split.

 

6.

INCOME TAXES


For income tax purposes the Company had $21,011 of net operating losses as at March 31, 2007, which can be used to offset future taxable income. During year ended December 31, 2006, the Company incurred net losses and, therefore, had no tax liability. The net deferred tax asset generated by the loss carryforward has been fully reserved. The net operating loss carryforward is $352,548 at March 31, 2007. No income tax benefit has been recorded in the accompanying interim financial statements since the recoverability of such assets is not more likely than not to be realized through known future revenue sources.



Item 2.

Plan of Operation.


Cautionary Statement Regarding Forward-looking Statements


The information provided in this report may contain “forward looking” statements or statements which arguably imply or suggest certain things about our future. Statements, which express that we “believe”, “anticipate”, “expect”, or “plan to”, as well as, other statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable, but a number of factors could cause our actual results to differ materially from those expressed or implied by these statements.  Our actual results could differ materially from those discussed in the forward-looking statements. We do not intend to update these forward looking statements.  Furthermore, any discussion of  discussion of our financial condition and plan of operation should be read in conjunction with the financial statements and the notes to the financial statements included elsewhere in this report.


Overview


In this report, references to “we,” “us,” “our” and the “Company” refer to Gentor Resources, Inc.  We are a Florida corporation formed under the name of Gentor Resources, Inc. on March 24, 2005.  We are an exploration stage company (as such term is defined in Securities Act Industry Guide 7(a)(4)(i)) which means that we are engaged in the search for mineral deposits (reserves) which are not either in the development or production stage. Our objective is to be in the business of gold exploration.


On May 1, 2005, we entered into a Mining Exploration and Option Agreement (the “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 (the “Property”). The Option Agreement, which was amended and restated on March 30, 2006, grants us the exclusive right to enter the Property for the purpose of exploring 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 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.


There is little information available on the history of the Property or surrounding area prior to 1981. During 1981, Noranda Exploration Company (“Noranda”) conducted surface and underground testing of rock on the Property and during 1992, Independence Mining conducted surface and underground testing of rock on the Property.   The reports of Noranda and Independence Mining appear to indicate anomalous values of gold within the Property.  We engaged Roscoe Postle Associates, Inc. (“RPA”), a qualified mining consultant to prepare a technical report on the Property and such report was issued to us on April 26, 2005.  The report indicates  that RPA reviewed the sampling reports of Noranda and Independence Mining and determined (i) that the sampling technique utilized by each of Noranda and Independence Mining was acceptable and, in general, appeared to meet accepted industry standards; (ii) that the analyses methods carried out by each of Noranda and Independence Mining were according to accepted industry standards using accepted practices; and that (iii) RPA had no reason to believe that previous assays relied upon in the technical report provided to us were biased in any way.  


The Property is considered to be at the grass-roots exploration stage, and we cannot provide any assurance that the Subject Claims contain any gold.   Further, if it were determined that the Subject Claims contained  gold, we can provide no assurance that the exploration, development and/or extraction thereof would prove to be “Commercially Viable”, that is, that the potential quantity of gold and its market value would, after consideration of the costs and expenses that would be required to explore, develop and/or extract any such gold deposits, would justify a  decision to do so.


Plan of Operation


Our objective is to undertake a two (2) phase exploration program of the Subject Claims to assess whether they possess any Commercially Viable gold-bearing mineral deposits.  Phase 1 of our exploration program will generally consist or surface exploration and Phase 2 of our exploration program will generally consist of a drilling program. We will not undertake Phase 2 of our exploration program until we complete Phase 1 of our exploration program.  If we commence Phase 2 of our exploration program we may, prior to the completion of Phase 2 of our exploration program, determine that Commercial Viable gold deposits do not exist within the Subject Claims in which event we anticipate that we will end Phase 2 of our exploration program.  Even if we commence and complete Phase 2 of our exploration program , we may not be able to determine if Commercially Viable gold deposits exist within the Subject Claims or if additional exploration is required to make such determination.  


If the results, data and analysis derived from our Phase 1 exploration program do not indicate the then presence of Commercially Viable gold deposits, we anticipate that we would not commence our Phase 2 exploration program and that we would either terminate our rights under the Option Agreement or, since the continuation of payments required under the Option Agreements are relatively inexpensive, retain our interest in the Option Agreements in anticipation of more favorable gold prices that may justify further development of the Subject Claims.


If the results, data and analysis derived from our Phase 1 exploration program indicate the presence of Commercially Viable gold deposits, and if we deem it appropriate to further identify and recover any such gold deposits, we expect to proceed with our Phase 2 exploration program.  


If we complete Phase 2 of our exploration program, we expect that our Directors, each of whom has mining expertise, will assess and review the results, data and analysis derived from Phase 2 of our exploration program.  If the results, data and analysis derived from Phase 2 of our exploration program indicate that there is a  limited probability of a Commercially Viable deposit of gold, we anticipate that we would terminate our Phase 2 exploration program and that we might terminate our rights under the Option Agreement or, since the continuation of payments required under the Option Agreements are relatively inexpensive, retain our interest in the Option Agreement in anticipation of more favorable gold prices that may justify further development of the Subject Claims.  In either event, we expect that we would utilize any of our remaining funds to assess and acquire other properties.


However, if the results, data and analysis derived from Phase 2 of our exploration program indicate the appearance Commercially Viable gold deposits, and since we are an exploration stage company (as such term is defined in Securities Act Industry Guide 7(a)(4)(i)), we anticipate that our Directors will determine whether to dispose of our interests in the Option Agreement to the highest bidder, or sell a portion of our  interests in the Option Agreement to a joint venture partner with the necessary expertise, staff, organization and financial resources to develop the Subject Claims to the mining stage. In the event that we dispose of our interest in the Option Agreement to the highest bidder, we intend to utilize such proceeds and any of our remaining funds to assess and acquire other properties.


In order to fund our proposed two (2) phase exploration program, the Company decided to register  5,000,000 shares (after giving effect to a 25 to 1 forward split (the “March 2007 Split”) of our $0.0001 par value common stock (“Common Stock”) which occurred on March 1, 2007, at a price of $0.20 (after giving effect to the March 2007 Split) of our Common Stock by filing a Form SB-2 (the “Registration Statement”) with the United States Securities & Exchange Commission (the “SEC”)  in order to raise (the “Offering”) the necessary funds to undertake Phase 1 and Phase 2 of our exploration program of the Subject Claims. The Registration Statement was declared effective by the SEC on November 13, 2006 and on November 16, 2006, the Company sold all 5,000,000 shares (after giving effect to the March 2007 Split) so registered for an aggregate amount of One Million Dollars ($1,000,000).  Since we received the maximum amount of proceeds from the sale of the 5,000,000 shares (after giving effect to the March 2007 Split) of our Common Stock (see the section contained herein entitled “Use of Proceeds from Registered Securities”), we believe that we have adequate funds to commence and complete Phase 1 of our exploration program and, if  appropriate, undertake a full Phase 2 drilling program.


During the next twelve (12) months, we plan to undertake the following courses of action in order to explore the Subject Claims:


First, we intend to continue conducting Phase 1 of our exploration program in accordance with the recommendations set forth in the report of RPA which included the cleaning out and shoring up of the existing hillside tunnels that were excavated 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 engaging a geologist or a mining engineer to report on the rock structures, bonding and reclamation of any disturbed areas.  We already have completed approximately 70% of our Phase 1 exploration program and we intend to resume Phase 1 of exploration program as soon as the snow cover on the Property is gone, which we estimate will occur around June 1, 2007.  In light of our limited financial and employee resources, we intend to continue to engage the services of local contractors and lease equipment and machinery on a short term basis in order to execute Phase 1 of our exploration program. We anticipate that one or more of our directors will oversee much of the remaining exploration work of our Phase 1 exploration program which is expected to include up-grading the access road, a soils sampling program and reclaiming ground disturbances to the satisfaction of the United States Forest Service.


Second, after completion of Phase 1 of our exploration program, we intend to assess and analyze the results from Phase 1 of our 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 Phase 1 of our exploration program, and that it will take about two (2) weeks to conduct such analysis.


Third, if  the preliminary results of Phase 1 of our exploration program show results which we consider warranting further exploration of the Property, then we intend to obtain another work permit (the “Second Permit”) from the United States Forest Service, Jefferson Ranger District, Whitehall, Montana, in order to conduct Phase 2 of our exploration program.  Phase 2 of our exploration program will include a drilling program.  We estimate that it will cost approximately $5,000 and take approximately two (2) weeks to prepare and submit the application for the Second Permit.  If justified, we anticipate that we will file for the Second Permit application within thirty (30) days after we obtain our Phase 1 results, and we hope that the Second Permit will be issued within seven (7) months after the submission of our application.


Fourth, if  the preliminary results of Phase 1 of our exploration program show results which we consider warranting further exploration of the Property and if we are able to obtain the Second Permit, we intend to conduct Phase 2 of our exploration program.  The Phase 2 exploration program will 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 identify the presence, if any, of gold beneath the surface of the bedrock. Based on the report from RPA, we estimate that it will cost approximately $140,000 to complete a portion of the Phase 2 exploration program and $340,000 to complete the entire Phase 2 exploration program.  We anticipate that it will take about three (3) months to conduct the Phase 2  exploration program after commencement. If warranted and assuming that we have sufficient financial resources, we anticipate that we would commence Phase 2 of our exploration program during the calendar year 2008 and anticipate that it will be completed within three (3) months after commencement.


Furthermore, in connection with the execution of our plan of operation during the next twelve (12) months, (i) we do not expect to conduct any product research or development, (ii) we do not expect to purchase or sell any plant or significant equipment or machinery, and (iii) we do not expect any significant change in the number of employees.


Off Balance Sheet Arrangements


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


Item 3.  Controls and Procedures.


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


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


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


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


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


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


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


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


Changes in Internal Controls. There were no significant changes made in our internal controls over financial reporting during the quarter ended March 31, 2007 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting subsequent to the Evaluation Date.



PART II.  OTHER INFORMATION


Item 1.

Legal Proceedings.  


None.


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.


Recent Sales of Unregistered Securities


On March 24, 2005, the date of our formation, the Company issued an aggregate of 12,500,000 shares (after giving effect to the March 2007 Split) of our Common Stock of our common stock to Arnold T. Kondrat and Lloyd J. Bardswich who are the founders and organizers of this Company.  Arnold T. Kondrat paid $45,000 for 11,250,000 shares (after giving effect to the March 2007 Split) of our Common Stock shares and Lloyd J. Bardswich paid $5,000 for 1,250,000 shares (after giving effect to the March 2007 Split) of our Common Stock.  The sale of the foregoing securities were exempted under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving any public offering.


Other than the sales of our common stock to  Arnold T. Kondrat and Lloyd J. Bardswich, since our inception, we have not sold any securities of the Company without registering such securities under the Securities Act.


Use of Proceeds from Registered Securities


On November 13, 2006 (the “Effective Date”), the SEC declared our Registration Statement effective and assigned  file number 333-130386 to the Registration Statement.


On November 14, 2006, we commenced our Offering of up to 5,000,000 shares (after giving effect to the March 2007 Split) of our Common Stock, at a price per share of $0.20 (after giving effect to the March 2007 Split) of our Common Stock, for an aggregate Offering price of $1,000,000.  On November 16, 2006, the Company sold all 5,000,000 shares (after giving effect to the March 2007 Split) of our Common Stock and we received aggregate Offering proceeds of $1,000,000.


Subsequent to the information contained in (i) our Form 10Q-SB for the quarterly period ended September 30, 2006 which was filed with the SEC on December 29, 2006, and (ii) our Form 10K-SB for the year ended December 31, 2006 which was filed with the SEC on April 17, 2007, we used our net proceeds for the following purposes (i) approximately $234,467 was used for the repayment of  current liabilities and (ii) approximately $47,000 was used to pay other operating expenses. With respect to the approximate amount of $234,467 that used for the repayment of current liabilities, approximately $56,627 was paid to a corporation owned by a person owning more than 10% of our Common Stock. With respect to the approximate amount of $47,000 that was spent for other operating expenses: (a) approximately $7,000 was paid to our directors for operational consulting services rendered to the Company and which amount we believe to be in accordance with industry standard rates; and (b) approximately $3,000 was paid to our directors for reimbursement of expenses paid on behalf of the Company. Other than the foregoing, no proceeds of our Offering were paid directly or indirectly to (1) any director or officer of the Company; (2) any person owning more than 10% or more of our Common Stock; or (3) any of our affiliates.


Item 3.

Defaults upon Senior Securities.


None.


Item 4.

Submission of Matters to a Vote of Security Holders.


None.


Item 5.

Other Information.  


None.


Item 6.

Exhibits.


The following is a list of exhibits filed as part of this quarterly report on Form 10-QSB. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parentheses.



EXHIBIT NO.

DESCRIPTION

3.01

Articles of Incorporation (4)

3.02

Bylaws(2)

4.01

Form of Specimen Stock Certificate for the Company’s Common Stock (2)

10.01

Amended and Restated Option Agreement (3)

31.01

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal executive officer of the Company(1)

31.02

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal financial officer of the Company(1)

32.01

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal executive officer of the Company(1)

32.02

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Lloyd J. Bardswich as principal executive officer of the Company(1)



____________________

(1)Filed herewith.

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

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

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




SIGNATURES



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



GENTOR RESOURCES, INC.




Date: May 15, 2007

/s/ Lloyd J. Bardswich

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

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



Date: May 15, 2007

/s/ Lloyd J. Bardswich

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

By: Lloyd J. Bardswich, principal financial officer