SYMBOLLON CORP - FORM 10-Q

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EX-32.1 - SECTION 906 CERTIFICATE CEO/CFO FOR MARCH 31, 2011 - SYMBOLLON CORP	section906cert_03312011.htm
EX-31.1 - SECTION 302 CERTIFICATE CEO/CFO FOR MARCH 31, 2011 - SYMBOLLON CORP	section302cert_03312011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(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, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ________

Commission file number 0-22872

SYMBOLLON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		36-3463683
(State of incorporation)		(I.R.S. employer identification no.)

99 West Street, Suite J Medfield, Massachusetts		02052
(Address of principal executive offices)		(Zip Code)

(508) 242-7500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No _X_

As of May 15, 2011, 43,836,673 shares of Class A Common Stock of the issuer were outstanding.

SYMBOLLON PHARMACEUTICALS, INC.

INDEX

	PAGE
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheets – March 31, 2011
(unaudited) and December 31, 2010	3

Unaudited Condensed Statements of Operations
– For the three ended
March 31, 2011 and 2010	5

Unaudited Condensed Statements of Cash Flows
- For the three months ended March 31, 2011 and 2010	6


Notes to the Unaudited Condensed Financial Statements	7

Item 2. Management’s Discussion and Analysis
Of Financial Conditions and Results of Operation	16

Item 3. Quantitative and Qualitative Disclosures
About Market Risk	19

Item 4T. Controls and Procedures	19

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	20

Item 1A. Risk Factors	20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3. Defaults Upon Senior Securities	20

Item 4. Submission of Matters to a Vote of Security Holders	20

Item 5. Other Information	20

Item 6. Exhibits	20

SIGNATURES	20

EXHIBIT INDEX	E-1

Symbollon Pharmaceuticals, Inc.


Condensed Balance Sheets


	March 31, 2011 (unaudited)			December 31, 2010

Assets

Current assets:
Cash and cash equivalents	$	13,218		$	28,116
Accounts receivable		19,818			765
Prepaid insurance		109,557			164,335
Other prepaid expenses		869			869

Total current assets		143,462			194,085

Property and equipment, net		56			74

Other assets:
Equity Investment (Note 2)		(20,000	)		(20,000	)
Intangible assets, net		2,887			3,068

Total assets	$	126,405		$	177,227

Symbollon Pharmaceuticals, Inc.


Condensed Balance Sheets (Continued)


	March 31, 2011 (unaudited)			December 31, 2010

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	102,460		$	107,923
Accrued clinical development expenses		112,763			112,763
Accrued officer salary		306,000			270,000
Deferred licensing revenues		86,801			130,202
Other payables		4,437			6,516

Total current liabilities		612,461			627,404

Stockholders’ deficit:
Common stock, Class A, par value $.001 per share, 93,750,000 shares authorized, 43,656,673 and 42,656,673 shares issued and outstanding as of March 31, 2011 and December 31, 2010, respectively		43,657			42,657
Convertible common stock, Class B, par value $.001 per share, 1,250,000 shares authorized and unissued		-			-
Preferred stock, par value $.001 per share, 5,000,000 shares authorized and unissued		-			-
Additional paid-in capital		22,089,905			22,038,828
Accumulated deficit		(22,619,618	)		(22,531,662	)

Total stockholders’ deficit		(486,056	)		(450,177	)

Total liabilities and stockholders’ deficit	$	126,405		$	177,227
See accompanying notes to condensed financial statements.

Symbollon Pharmaceuticals, Inc.

Condensed Statements of Operations (unaudited)


	Three Months Ended March 31,
	2011			2010

Revenue	$	67,850		$	297
Cost of goods sold		2,804			-

Gross profit		65,046			297

Operating expenses:
Sales and marketing		233			105
General and administrative		153,113			123,011

Total operating expenses		153,346			123,116

Loss from operations		(88,300	)		(122,819	)

Other income/(expense)
Gain on asset disposal		800			-

Total other income/(expense)		800			-

Loss before income taxes		(87,500	)		(122,819	)

Provision for income taxes		456			456

Net loss	$	(87,956	)	$	(123,275	)

Net loss per share of Class A and Class B common stock:
Basic	$	(.00	)	$	(.00	)

Weighted average shares outstanding		43,012,229			32,064,081

See accompanying notes to condensed financial statements.

Symbollon Pharmaceuticals, Inc.

Condensed Statements of Cash Flows (unaudited)

	Three Months Ended March 31,
	2011			2010

Cash flows from operating activities:

Net loss	$	(87,956	)	$	(123,275	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		19,077			10,032
Issuance of securities for services rendered		3,000			-
Depreciation and amortization		199			358
Changes in operating assets and liabilities:
Accounts receivable		(19,053	)		-
Prepaid expenses		54,778			56
Accounts payable and other current liabilities		(14,943	)		(17,182	)

Net cash used in operating activities		(44,898	)		(130,011	)

Cash flows from financing activities:

Proceeds from issuance of common stock and warrants		30,000			125,000

Net cash provided by financing activities		30,000			125,000

Net change in cash		(14,898	)		(5,011	)

Cash and cash equivalents at beginning of period		28,116			14,712

Cash and cash equivalents at end of period	$	13,218		$	9,701
Supplemental disclosure of non-cash investing and financing Activities:
Issuance of securities for services rendered	$	3,000		$	-
Supplemental disclosure of cash flow information: Cash paid for interest	$	-		$	-
Cash paid for taxes	$	456		$	456
See accompanying notes to condensed financial statements.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


1. Description of Business and Basis of Presentation	Symbollon Pharmaceuticals, Inc. (formerly Symbollon Corporation) was formed to develop and commercialize proprietary iodine-based products for infection control and treatment in biomedical and bioagricultural industries. The success of future operations is subject to a number of risks similar to those of other companies in the same stage of development. Principal among these risks are the Company’s cumulative operating losses, no assurance of profitable future operations, early state of market development, competition from substitute products or larger companies, dependence on key personnel and the uncertainty of additional future financing as needed. Our financial statements for the interim period ended March 31, 2011 have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company had a net loss of $448,179 and $87,956 and negative cash flows from operations of $228,596 and $44,898 for the year ended December 31, 2010 and three months ended March 31, 2011, respectively. At March 31, 2011, the Company also had an accumulated deficit of $22,619,618 and negative working capital of $468,999. The Company does not have adequate cash resources to continue our base operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize the Company’s assets and discharge our liabilities in other than the normal course of operations. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to receive continued financial support from the Company’s creditors, stockholders and external investors and to increase sales of Iogen, the Company’s dietary supplement marketed to promote breast health for women. Management is actively seeking equity and debt financing from external investors, and is attempting to increase sales of Iogen. The Company is also pursuing other strategic options, including possible sales or licenses of its technology or a sale or merger of the Company. In 2010, the Company raised $242,000 in private placements of 8,733,333 shares of common stock and warrants to purchase 666,666 shares of common stoc. In February 2011, the Company raised $30,000 in a private placement of 1,000,000 shares of common stock. Failure to either obtain the support of additional external investors to finance the Company’s operations, increase sales of Iogen or execute our other strategic options will cause us to cease operations in the near future.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


2. Summary of Significant Accounting Policies	The accompanying unaudited financial statements do not contain all of the disclosures required by generally accepted accounting principles and should be read in conjunction with the financial statements and related notes included in our Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission. In the opinion of management, the financial statements reflect all adjustments, all of which are of a normal recurring nature, to fairly present our financial position, results of operations and cash flows. The results of operations for the three-month period ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year. The accounting policies that management believes are most critical to aid in fully understanding and evaluating our reported financial results include the following:
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and cash equivalents include short-term, highly liquid investments with maturities of less than three months when acquired.
Concentration of Credit Risks	In 2008, the Company launched Iogen as a dietary supplement for the promotion of female breast health. Currently, the Company is selling Iogen through its website, www.BuyIogen.com, and retail outlets. Online purchases of Iogen are made through credit card transactions, and certain retailers are granted credit terms or sell on consignment. The Company had accounts receivable outstanding of $19,818 and $765 as of March 31, 2011 or 2010, respectively.
Long-Lived Assets	Long-lived assets, such as intangible assets and property and equipment, are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets are written down to fair value. The Company does not believe that any of its long-lived assets are impaired at March 31, 2011.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


2. Summary of Significant Accounting Policies (Continued)
Depreciation and Amortization	Equipment is stated at cost and is depreciated over its estimated useful life (ranging from 5-7 years) using the straight-line method.
Intangible Assets	Intangible assets subject to amortization consist of patents that have estimated useful lives ranging from 9-17 years and a remaining weighted average useful life of 4.0 years. Costs related to patent applications are capitalized as incurred and are amortized once the patent application is accepted or are expensed if the application is rejected or there are other circumstances that indicate that the asset is impaired (as described above).
Income Taxes	The Company follows the liability method of accounting for income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amount and the tax basis of assets and liabilities. The Company records a valuation allowance against deferred tax assets unless it is more likely than not that such asset will be realized in future periods.
Fair value of Financial Instruments	The carrying amounts of cash and cash equivalents, other current assets and accounts payable approximate fair value based on their short-term maturities.
Equity Investment	On December 8, 2008, the Company acquired 625,000 shares of common stock in BioCide Pharma, Inc., a start-up venture, in exchange for a transfer of certain patent rights and assumption of liabilities. The Company accounts for this investment using the equity method according to ASC 323, “Investment—Equity Method and Joint Ventures.” At March 31, 2011 and 2010, the Company’s investment had value of $(20,000) and none, respectively.
Revenue Recognition	The Company recognizes revenue from its product sales and licensing arrangements in accordance with SEC guidelines. Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Licensing revenues are recognized over the term of licensing period.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


2. Summary of Significant Accounting Policies (Continued)
Deferred Licensing Revenues	On October 8, 2010, the Company entered into a Technology License Agreement with Organic Business Alliances, LLC and KSIA, LLC. Pursuant to the agreement, the Company granted a non-exclusive license to KSIA to develop products based on its technology. To the extent any products are developed under the license, Symbollon has a right to manufacture and sell such products to KSIA for resale. Symbollon also granted KSIA a non-exclusive license to purchase Iogen for 50% off the suggested retail price for resale. Pursuant to the agreement, OBA agreed to fund key-man life insurance cost for the officers and directors of Symbollon up to $3,750,000. Under the agreement, Symbollon received $144,668 in licensing payments which was used to purchase key-man life insurance. The Company recognized $43,401 of licensing revenue for the three-month period ended March 31, 2011 and a like amount of key-man insurance premium expenses. At March 31, 2011, $86,802 was recorded as deferred licensing revenue and will be recognized as revenue in 2011 over the remaining license period.
Advertising Costs	Advertising costs are charged to operations when incurred. In the three-month periods ended March 31, 2011 and 2010 the Company incurred $233 and $105, respectively, in advertising costs.
Research and Development	Research and development costs are expensed as incurred.
Stock-Based Compensation	The Company accounts for share-based compensation based on the option’s fair value and the vesting period of the award.
Loss Per Share	Basic earnings per share excludes the effect of any dilutive options, warrants or convertible securities and is computed by dividing the net earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing the net earnings available to common shareholders by the sum of the weighted average number of common shares and common share equivalents computed using the average market price for the period under the treasury stock method.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

3. Stockholders’ Equity

Capital Stock	The Company has authorized 93,750,000 shares of Class A common stock, 1,250,000 shares of Class B common stock and 5,000,000 shares of preferred stock. The Class A and Class B common stock are substantially identical except that holders of Class A common stock have the right to cast one vote for each share held and the Class B shareholders have the right to cast five votes for each share held. As of March 31, 2011 and December 31, 2010, there were no shares of Class B common stock issued and outstanding. The preferred stock may be issued in series, and shares of each series will have such rights and preferences as are fixed by the Company’s Board of Directors. As of March 31, 2011 and December 31, 2010, there were no shares of preferred stock issued and outstanding.
Issuance of Common Stock and Common Stock Purchase Warrants	On January 11, 2010, the Company sold in a private placement to accredited investors an aggregate of 3,750,000 shares of Class A common stock for net proceeds of $75,000 in cash. On March 31, 2010, the Company sold in a private placement to accredited investors an aggregate of 666,666 shares of Class A common stock, and warrants to purchase a like number of additional shares, for net proceeds of $50,000 in cash. On June 30, 2010, the Company sold in a private placement to accredited investors an aggregate of 1,250,000 shares of Class A common stock for net proceeds of $25,000 in cash. On October 8, 2010 and December 31, 2010, the Company sold in a private placement to an accredited investor an aggregate of 3,066,667 shares of Class A common stock for net proceeds of $92,000 in cash. On June 7, 2010 and September 16, 2010, the Company issued 1,700,000 shares of Class A common stock to certain consultants for $41,200 of services rendered. The Company recorded these consulting costs for the year ended December 31, 2010 as general and administrative expenses. On September 16, 2010 and October 15, 2010, the Company issued 3,500,000 to its non-officer directors. The Company recorded $12,502 of stock-based compensation for the year ended December 31, 2010 as general and administrative expenses. On February 28, 2011, the Company sold in a private placement to an accredited investor an aggregate of 1,000,000 shares of Class A common stock for net proceeds of $30,000 in cash. At March 31, 2011, warrants to purchase 9,960,398 shares of common stock are outstanding.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


4. Stock Plans	The Company has adopted two stock plans: a stock option plan and a nonemployee directors’ stock option plan. The stock option plan provides for the grant of incentive stock options, nonqualified stock options and stock appreciation rights. The stock option plan expired on August 4, 2008 with options to purchase 1,225,000 shares outstanding at September 30, 2010. No future grants may be made under this plan. The nonemployee directors’ stock option plan provides for the grant of nonstatutory stock options automatically on January 1 of each calendar year. The Company has reserved 500,000 shares for issuance under the plan. Each outside director shall be granted an option to purchase 10,000 shares of Class A common stock at fair market value, vesting 50% on each of the first two anniversaries of the grant. The nonemployee directors’ stock option plan expires on the first business day of 2017. There are 290,000 shares available for future grant or purchase under this plan. Through December 31, 2008 the Company issued stock options to its employees and outside directors pursuant to stockholder approved stock option plans. On October 1, 2009 the Company issued stock options to its outside directors outside of a stockholder-approved stock option plan. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Employee option awards generally vest over three years from the date of grant, and outside directors option awards generally vest over two years from the date of grant. All option awards generally have 10-year contractual terms. The Company attributes stock-based compensation cost to operations using the straight-line method over the applicable vesting period. The Company recorded $19,077 and $10,032 of stock-based compensation for the three month periods ended March 31, 2011 and 2010, respectively, included in general and administrative expenses. As of March 31, 2011, the unrecognized stock-based compensation cost related to non-vested stock awards was $83,395. This amount will be recognized in operations over a weighted average period of 16 months.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


4. Stock Plans (Continued)	The following table summarizes the Company’s stock option information as of and for the three month period ended March 31, 2011:

	Number of Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (1)

Outstanding at December 31, 2010	2,410,000	$ 0.24
Options granted	70,000	$ 0.02
Options expired	(7,500)	$ 1.61
Outstanding at March 31, 2011	2,472,500	$ 0.14	8.1	$-0-
Exercisable at March 31, 2011	1,382,500	$ 0.23	7.8	$-0-
(1) The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the option exercise price.

For the three months ended March 31, 2011 and 2010, the Company granted options for 70,000 and 40,000 shares exercisable between $0.02 and $0.15 per share. The weighted-average grant date fair value of stock options granted during the three month periods ended March 31, 2011 and 2010 was $0.02 and $0.15 per share, respectively. No stock options were exercised during the three month periods ended March 31, 2011 or 2010.

The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Three Months Ended March 31,
	2011	2010

Weighted-average expected stock-price volatility	136%	143%

Weighted-average expected option life	6 years	6 years

Average risk-free interest rate	2.74%	2.65%

Average dividend yield	0.0%	0.0%

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


4. Stock Plans (Continued)	The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected life of the options. The risk-free interest rate is the U.S. Treasury Strips rate on the date of grant. The expected life was calculated using the simplified method as the Company’s historical experience does not provide a reasonable basis for the expected term of the option. Based on the recent history and current expectations, the Company has not adjusted the calculated value of the options for the three months ended March 31, 2011 to reflect a forfeiture rate.
5. Loss Per Share	The Company’s basic and diluted net loss per share of common stock for the three month periods ended March 31, 2011 and 2010 is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The following table summarizes securities that were outstanding as of March 31, 2011 and 2010 but not included in the calculation of diluted net loss per share because such shares are antidilutive:

March 31,	2011	2010

Stock options	2,472,500	3,410,000
Stock warrants	9,960,398	7,960,398

6. Distribution Agreement	On June 30, 2009, the Company signed a distribution agreement with Integra Labs, Inc. granting Integra the exclusive right to distribute Iogen in countries allowing over-the-counter sales of the product. Under the agreement, Integra purchased the Company’s existing inventory of Iogen at cost. On January 19, 2010, the parties signed a mutual termination agreement terminating the distribution agreement. As part of the termination, the Company repurchased the Iogen inventory at cost. This inventory has been fully reserved.

Symbollon Pharmaceuticals, Inc.

Notes to Condensed Financial Statements (unaudited)


7. Subsequent Events	The Company evaluated all events or transactions that occurred after March 31, 2011 through the date financial statements were available to be issued. Except as otherwise noted, the Company determined that it did not have any further subsequent events requiring recording or disclosure in the financial statements for the period ended March 31, 2011.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion contains forward-looking statements which involve risks and uncertainties. See “Forward Looking Statements” below and “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2010.

Overview

We are a specialty biotechnology company. We have a formulation iodine-based proprietary technology that has potential product applications in the areas of infection control and women’s healthcare. In 1995, we launched our first commercial product, IodoZyme. It generated approximately $2.8 million in sales. IodoZyme is no longer being sold by our marketing partner.

Since 2000, we have concentrated our product development efforts on the proposed product application for the treatment of fibrocystic breast disease. In March 2008, we discontinued clinical development of the proposed product, Iogen, and decided to commercialize Iogen as a dietary supplement to promote breast health. We launched commercial sale of Iogen in November 2008 through our web site www.BuyIogen.com. Since we did not have adequate cash reserves to market the product, we entered into a distributor agreement with Integra Labs to market and distribute Iogen. The distributor failed to commercialize Iogen, and we terminated the distributor agreement in January 2010. We are now selling Iogen through our web site and certain limited retail outlets, and we are currently seeking to broaden product sales through third party distributors. We do not have adequate cash reserves to continue base operations in 2011. In order for us to continue our operations, we must raise additional resources or increase sales of Iogen. If we cannot secure additional resources or adequately increase sales of Iogen before existing resources are exhausted, we will have to cease operations.

Going Concern

Our financial statements for the interim period ended March 31, 2011 have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of our company as a going concern. We had a net loss of $87,956 and $448,179 and negative cash flows from operations of $44,898 and $228,596 for the three months ended March 31, 2011 and the year ended December 31, 2010, respectively. At March 31, 2011, we also had an accumulated deficit of $22,619,618 and negative working capital of $468,999. We do not have adequate cash resources to continue our base operation. These factors raise substantial doubt as to our ability to continue as a going concern.

The application of the going concern concept is dependent upon the Company’s ability to receive continued financial support from the Company’s creditors, stockholders and external investors and to increase sales of IoGen, our dietary supplement marketing to promote breast health for women. Management is actively seeking equity and debt financing from external investors, and is attempting to increase sales of IoGen. The Company is also pursuing other strategic options, including possible sales or licenses of its technology or a sale or merger of the Company. There can be no assurance that management's efforts will be successful. Failure to either obtain the support of additional external investors to finance the Company’s operations, increase sales of IoGen or execute our other strategic options will cause us to cease operations in the near future.

Forward-Looking Statements

In addition to the historical information contained herein, this Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to statements concerning plans, objectives, goals, strategies, prospects, revenues, liquidity and capital resources, financial needs and future performance, costs and expenditures. Such statements may be identified or qualified, without limitation, by words such as "likely", "will", "suggests", "may", "would", "could", "should", "expects", "anticipates", "estimates", "plans", "projects", "believes", or similar expressions (and variants of such words or expressions). Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance, achievements and results may differ materially from those expressed, projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, but not limited to, uncertainty about our ability to continue as a going concern, our ability to raise any additional financing in light of the IoGen failure, history (and expectation) of losses, uncertainty associated with preclinical and clinical testing, market acceptance, intense competition, lack of marketing experience, materials incompatibility, hazardous materials, and the other risks and uncertainties described or discussed in the section "Risk Factors" in the Annual Report on Form 10-K for the year ended December 31, 2010. The forward-looking statements contained herein represent our judgment as of the date of this Quarterly Report on Form 10-Q, and we caution readers not to place undue reliance on such statements.

Results of Operations

Symbollon's net loss for the three-month period ended March 31, 2011 was $87,956, reflecting a decrease of $35,319 from a net loss of $123,275 in the comparable 2010 period. The decreased loss for such periods resulted primarily from increased revenues for Iogen and licensing fees, and decreased investor relations and other third party expenses, partially offset by increases director and officer insurance expense. We expect to continue to incur operating losses for the foreseeable future.

Product revenues from sales of IoGen (our dietary supplement for breast health) for the three-month period ended March 31, 2011 were $24,449, reflecting an increase of $24,152, from sales in the comparable 2010 period. The increased revenue for such period resulted primarily from a one-time sale a retail outlet chain. Cost of goods sold for Iogen in the three-month period ended March 31, 2011 was $2,804, reflecting an increase of $2,804 from cost of goods for Iogen of none in the comparable 2010 period. The increased revenues and cost of goods sold reflect our efforts to market Iogen more aggressively online and through retail stores. Sales of Iogen remain weak due to a lack of sales and marketing resources.

Product revenues from licensing fees in the three-month period ended March 31, 2011 were $43,401, compared to none in the comparable 2010 period. The licensing fees in fiscal 2011 were generated from a technology licensing agreement signed in October 2010. At March 31, 2011, $86,800 of the licensing fees received under the agreement were classified as deferred licensing revenues and will be recognized as income in 2011 over the remaining term of the license.

Sales and marketing expenses for the three-month period ended March 31, 2011 were $233, reflecting an increase of $128 from the sales and marketing expenses in the comparable 2010 period. The increase resulted from increased sales efforts related to the product Iogen.

General and administrative expenses for the three-month period ended March 31, 2011 were $153,113, reflecting an increase of $30,102 from the general and administrative expenses in the comparable 2010 period. The increase in the general and administrative expenses was primarily due to increased director and officer insurance expenses, partially offset by decreased investor relations and other third party expenses. We anticipate that general and administrative expenses will be consistent for the remainder of 2011 due to financial constraints.

Other income for the three-month period ended March 31, 2011 was $800, reflecting an increase of $800 from the comparable 2010 period. The Company sold a piece of equipment resulting in a profit of $800.

Financial Condition, Liquidity and Capital Resources

We have funded our activities primarily through proceeds from private and public placements of equity securities. In 2010, the Company raised $242,000 in private placements of 8,733,333 shares of common stock and warrants to purchase 666,666 shares of common stock. In February 2011, the Company raised $30,000 in a private placement of 1,000,000 shares of common stock..

We continue to incur operating losses and have incurred a cumulative loss through March 31, 2011 of $22,619,618. We had negative cash flow from operations of $44,898 for the three months ended March 31, 2011. As of March 31, 2011, we had negative working capital of $468,999. We do not have the necessary liquidity and capital resources to sustain operations. We are actively seeking equity and debt financing from external investors, and are attempting to increase sales of Iogen. Any funding we do raise may be dilutive to existing stockholders. We are also pursuing other strategic options, including possible sales or licenses of our technology or a sale or merger. There can be no assurance that our efforts will be successful. Failure to either obtain the support of additional external investors to finance the Company’s operations, increase sales of Iogen or execute our other strategic options will cause us to cease operations in the near future.

The report of our independent registered public accountants on our financial statements for the year ended December 31, 2010 contains an explanatory paragraph, which indicates that we have incurred recurring losses and negative cash flows from operations that raises substantial doubt about our ability to continue as a going concern. This report is not viewed favorably by analysts or investors and may make it more difficult for us to raise additional debt or equity financing needed to continue our operations.

During 2011, we are committed to pay on a month-to-month basis $18,000 as compensation to our current executive officer and $900 for lease payments on our facilities. We have no other material capital expenditures planned during fiscal 2011. At December 31, 2010, we had a net operating loss carryforward for federal income tax purposes of approximately $15,916,000 expiring at various dates through 2030 (from which, however, we may never receive a benefit). The amount of the net operating loss carryforwards which may be utilized in any future period may be subject to certain limitations, based upon changes in the ownership of the Company’s common stock.

Item 3. Quantitative an Qualitative Disclosures About Market Risk

Not applicable.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2011. Based upon that evaluation, in light of the issue(s) referenced below in Management’s Annual Report on Internal Control over Financial Reporting, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

There has not been any change in the Company’s internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The material weakness in our internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2010 (absence of adequate segregation of duties) continues unremediated, due to our limited resources and employees.

Part II - Other Information

Item 1. Legal Proceedings

To the best knowledge of the officers and directors, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors

As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

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

In February 2011, we issued 1,000,000 restricted shares of Class A common stock for $30,000 in cash in a private placement to an accredited investor. The shares were issued pursuant to Section 4(2) under the Securities Act. Our reliance on the exemption was based, in part, on the purchaser’s status as an accredited investor (as defined by Rule 501 under the Securities Act).

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

See Index to Exhibits on page E-1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SYMBOLLON PHARMACEUTICALS, INC.

Date: May 16, 2011	By: /s/ Paul C. Desjourdy____________________
	Paul C. Desjourdy, President/CEO/CFO and authorized signatory

EXHIBIT INDEX

Exhibit Number	Exhibit Description
31.1	Certification of Paul C. Desjourdy, the Chief Executive Officer and Chief Financial Officer of the Company, required by Securities Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Paul C. Desjourdy, the Chief Executive Officer and Chief Financial Officer of the Company, required by Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

E-1

SYMBOLLON CORP - FORM 10-Q - May 16, 2011

Attached files

SYMBOLLON CORP Reports