UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)

(Mark One)

[           x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2004
                                       OR

[    ]   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.
                 (Name of small business issuer in its charter)

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


            37 Loring Drive
       Framingham, Massachusetts                           01702
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number  (508) 620-7676

Securities registered under Section 12(b) of the Exchange Act:

                                      None
                                (Title of class)

Securities registered under Section 12(g) of the Exchange Act:


                 Class A Common Stock, $.001 par value per share
                                (Title of class)


Check whether the issuer:  (1) 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
__

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year (year ended December 31,
2004) were $159,510.

As of April 28, 2005, the aggregate market value of the voting stock of the
issuer held by non-affiliates of the issuer was approximately $7,273,560 based
upon the closing price of such stock on that date.

As of April 28, 2005, 6,114,761 shares of Class A Common Stock of the issuer
were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain exhibits filed with the Registrants's prior registration statements and
Forms 10-QSB and 10-KSB are incorporated hereing by reference into Part III of
this Report.

    Transitional Small Business Disclosure Format (check one): Yes ___ No X


<PAGE>



Explanatory Note

         Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004 filed with the Commission on March 31, 2005 (the "Report") contemplated
that certain information to be included in Part III of the Report would be
incorporated into the Report by reference to our definitive Proxy Statement to
be filed in anticipation of our 2005 annual meeting of stockholders. We do not
anticipate filing our definitive Proxy Statement within the time period required
for such incorporation by reference to be effective, so we are amending the
Report to include the information required to be included in Part III of the
Report. Except for the foregoing amendment, this Form 10-KSB/A does not modify
or update other disclosures in, or exhibits to, the Report.

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

Board of Directors

         Pursuant to our Certificate of Incorporation, as amended, our Board of
Directors, which currently consists of five members, is divided into three
classes, designated Class I, Class II and Class III, each serving staggered
three-year terms. The terms of the Class I, II and Class III directors will
expire at the 2006, 2007 and 2005 Annual Meetings of Stockholders, respectively.
The director will serve until the expiration of his term or until his successor
is elected and qualified.

         The following table provides the names and ages of the members of the
Board of Directors, their respective principal occupations or employments during
at least the past five years and the period during which each has served as a
director of Symbollon.

                             Director       Principal Occupation, Other Business
Name                  Age     Since         Experience and Other Directorships

                     Class III Director Whose Term Continues
                  Until the 2005 Annual Meeting of Stockholders

Jack H. Kessler, Ph.D..54       1986     Chief  Executive  Officer of Symbollon
                                         since December 1999, Chief Scientific
                                         Officer and Secretary since May 1991,
                                         and Chairman  of the Board of Directors
                                         of  Symbollon since May 1996. Executive
                                         Vice-President  of Symbollon  from May
                                         1991 to December 1999. Symbollon's sole
                                         stockholder, officer and director from
                                         1986 to 1991. From January 1990 until
                                         May 1991,  principal  systems  engineer
                                         for Kollsman  Manufacturing Company, a
                                         diagnostic instrument design and
                                         manufacturing company.

                                       2

<PAGE>





                          Director          Principal Occupation, Other Business
Name               Age     Since            Experience and Other Directorships


                     Class I Directors Whose Terms Continue
                  Until the 2006 Annual Meeting of Stockholders

Paul C. Desjourdy..43      1996          President, Chief Operating Officer and
                                         General Counsel of Symbollon since
                                         December 1999, Chief Financial Officer
                                         since September 1993, and Treasurer
                                         from May 1994.  Executive Vice
                                         President of Symbollon  from July 1996
                                         to December  1999,  and  Vice-President
                                         - Finance and  Administration of
                                         Symbollon from September  1993  to July
                                         1996.  Attorney  at the law  firm of
                                         Choate  Hall &  Stewart  from 1989 to
                                         1993.  Certified  Public Accountant at
                                        Arthur Andersen & Co. from 1983 to 1986.

Eugene Lieberstein.66      1998          Law partner at the law firm of Anderson
                                         Kill & Olick, P.C. specializing   in
                                         patent procurement and litigation  (Mr.
                                         Lieberstein   and  his  firm  serve  as
                                         patent counsel for Symbollon)  since
                                         March 2000. Law partner at the law firm
                                         of Wyatt, Gerber, Meller and O'Rourke
                                         specializing in patent procurement  and
                                         litigation (Mr. Lieberstein and his
                                         firm served as patent  counsel  for
                                         Symbollon) from 1993 to March 2000.
                                         Patent Counsel for Union Carbide
                                         Corporation from 1970 to 1993.

                     Class II Directors Whose Terms Continue
                  Until the 2007 Annual Meeting of Stockholders

James C. Richards, Ph.D.57  1991         President, Chief Executive Officer  and
                                         a director of EdgeLight BioScience,
                                         Inc.,   a  privately   held  company
                                         specializing in waveguide technologies,
                                         since October 2000.  President,   Chief
                                         Executive Officer and a director  of
                                         IntelliGene, Inc., a privately held
                                         company  specializing  in DNA probe
                                         technologies,  from October 1995 to
                                         September 2000.  President and Chief
                                         Executive Officer of Symbollon from May
                                         1991 to  September  1995.  Director of
                                         business  planning  and development for
                                         Gene-Trak  Systems, a joint venture
                                         originally between  AMOCO  Corporation
                                         and  Integrated  Genetics,  Inc.,
                                         engaged in developing diagnostic  test
                                         devices  using  DNA probes, from 1986
                                         to 1990.


                                       3
<PAGE>





                          Director    Principal Occupation, Other Business
Name               Age     Since      Experience and Other Directorships


                     Class II Directors Whose Terms Continue
                  Until the 2007 Annual Meeting of Stockholders

Richard F. Maradie..57     1998          Retired since September  2000.   Senior
                                         Vice  President  of Commercial
                                         Development  of  Oakwood  Laboratories,
                                         a private biopharmaceutical    company
                                         developing    drug    delivery
                                         technologies,  from April 1998 to
                                         September  2000.  President, Chief
                                         Executive  Officer and a director of
                                         Novavax,  Inc.,  a public
                                         biopharmaceutical  company developing
                                         topical and oral drug  delivery
                                         technologies, from March 1997 to August
                                         1998.  President,  Chief Executive
                                         Officer and a director of Protyde
                                         Pharmaceuticals,  Inc.,  a private
                                         biopharmaceutical  company   developing
                                         products  for  the  diagnosis  and
                                         treatment  of cancer,  from  1994 to
                                         1997.  Executive  Vice  President  and
                                         Chief Operating Officer of Platelet
                                         Research  Products,  Inc.,  a private
                                         biopharmaceutical  company  developing
                                         therapeutic products derived from blood
                                         platelets,  from to 1991 to 1994.
                                         President,  Chief  Operating  Officer
                                        and a director of VimRx Pharmaceuticals,
                                         Inc., a public pharmaceutical   company
                                         developing  therapeutics based on
                                         natural products,  from 1988  to 1991.

         Our Board of Directors met seven times in the fiscal year ended
December 31, 2004. The Delaware General Corporation Law provides that the Board
of Directors, by resolution adopted by a majority of the entire board, may
designate one or more committees, each of which shall consist of one or more
directors. The Board of Directors annually elects from its members the Executive
Committee, Audit Committee, and Compensation Committee. The Board of Directors
does not have a Nominating Committee. During the last fiscal year each of the
directors attended at least 75% of the total number of meetings of the Board of
Directors and of the committees on which each director serves. Directors are
encouraged to attend annual meetings of our stockholders. Three directors
attended our last annual meeting.

         Executive Committee. The Executive Committee exercises all the powers
and authority of the Board of Directors in the management and affairs of
Symbollon between meetings of the Board of Directors, to the extent permitted by
law. The current members of the Executive Committee are Messrs. Kessler
(Chairman), Desjourdy and Richards. The Executive Committee did not meet during
fiscal 2004.

         Audit Committee. The Audit Committee assists the Board of Directors in
fulfilling its oversight responsibilities by reviewing the financial information
which will be provided to shareholders and others, the system of internal
control which management has established, our process for monitoring compliance
with laws and regulations, the independence of the outside auditors and the
audit process. It is the general responsibility of the Audit Committee to advise
and make recommendations to the Board of Directors in all matters regarding our
accounting methods and internal control procedures. Specific duties of the Audit
Committee are set forth in its charter. A copy of its charter is attached as
Exhibit A to this Proxy Statement. The current members of the Audit Committee
are Messrs. Richards (Chairman), Maradie and Lieberstein. Two members of the
Audit Committee, Messrs. Richards and Maradie, are "independent" under the
current NASDAQ stock market listing standards and SEC rules for audit committee
member independence. We do not have an audit committee financial expert serving
on the Audit Committee because the Board of Directors believes that the current
composition of the committee is adequate to fulfill its oversight
responsibilities in light of the simplicity of our financial statements and
accounting procedures. The Audit Committee met one time during fiscal 2004.

                                       4
<PAGE>

     Compensation  Committee.  The Compensation Committee reviews and recommends
to the Board of Directors  remuneration  arrangements and compensation plans for
our  executives.  The  current  members of the  Committee  are  Messrs.  Kessler
(Chairman),  Maradie and Lieberstein.  The  Compensation  Committee did not meet
during fiscal 2004.

Nominations

     We do not have a nominating committee. The Board of Directors believes that
the  current  size of our  Board  does not  necessitate  a  separate  nominating
committee.  Our  Board of  Directors,  of which  three of the five  members  are
"independent directors" under the current NASDAQ stock market listing standards,
is responsible for  determining  the slate of director  nominees for election by
stockholders.

         We do not currently utilize the services of any third party search firm
to assist in the identification or evaluation of Board member candidates.
However, our Board of Directors may engage a third party to provide such
services in the future, as it deems necessary or appropriate at the time in
question.

         We do not currently have a charter or written policy with regard to the
nominating process. Our Board of Directors determines the required selection
criteria and qualifications of director nominees based upon our needs at the
time nominees are considered. A candidate must possess the ability to apply good
business judgment and must be in a position to properly exercise his or her
duties of loyalty and care. Candidates should also exhibit proven leadership
capabilities, high integrity and experience with a high level of
responsibilities within their chosen fields, and have the ability to quickly
grasp complex principles of business, finance, and pharmaceutical drug
development. In general, candidates will be preferred who hold, or have held, an
established executive level position in business, finance, law, education,
research or government. The Board of Directors will consider these criteria for
nominees identified by the Board, by stockholders, or through some other source.
When current Board members are considered for nomination for reelection, the
Board also takes into consideration their prior Symbollon Board contributions,
performance and meeting attendance records.

         The Board will consider qualified candidates for possible nomination
that are submitted by our stockholders. Stockholders wishing to make such a
submission may do so by sending the following information to the Board of
Directors c/o Assistant Secretary at the address listed above: (1) name of the
candidate and a brief biographical sketch and resume; (2) contact information
for the candidate and a document evidencing the candidate's willingness to serve
as a director if elected; and (3) a signed statement as to the submitting
stockholder's current status as a stockholder and the number of shares currently
held.

         The Board will conduct a process of making a preliminary assessment of
each proposed nominee based upon the resume and biographical information, an
indication of the individual's willingness to serve and other background
information. This information will be evaluated against the criteria set forth
above and our specific needs at that time. Based upon a preliminary assessment
of the candidate(s), those who appear best suited to meet our needs may be
invited to participate in a series of interviews, which are used as a further
means of evaluating potential candidates. On the basis of information learned
during this process, the Board will determine which nominee(s) to submit for
election at the next annual meeting. The Board will use the same process for
evaluating all nominees, regardless of the original source of the nomination.


                                       5
<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance


         Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act") requires our directors, officers and persons who own more than
ten percent of a registered class of our equity securities, to file initial
reports of ownership and changes in ownership of such securities with the
Securities and Exchange Commission. Directors, officers and greater than ten
percent beneficial owners are required by applicable regulations to furnish
Symbollon with copies of all Section 16(a) forms they file.

         Based solely upon a review of the copies of the forms furnished to us
and written representations from our directors and officers, we believe that
during 2004 all Section 16(a) filing requirements applicable to our directors,
officers and greater than ten percent beneficial owners were timely satisfied.

Code of Ethics

         We have a Code of Ethics for our senior officers, including our
principal executive officer and principal financial and accounting officer. This
code is a statement of our high standards for ethical behavior and legal
compliance, and it governs the manner in which we conduct our business. A copy
of our Code of Ethics can be found on our web site at www.symbollon.com. We
intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K
regarding any amendment or waiver of the Code with respect to our principal
executive officer or principal financial or accounting officer by posting such
information on our web site.

         Information concerning our executive officers is contained in Part I of
this report under the caption "Executive Officers."

Item 10.  Executive Compensation

         The following tables set forth certain information relating to
compensation paid by us for each of our last three completed fiscal years to our
executive officers whose annual compensation exceeded $100,000 for the last
completed fiscal year (the "Named Executive Officers"). Only those columns which
call for information applicable to us or the Named Executive Officers for the
periods indicated have been included in such tables.

                           Summary Compensation Table
<TABLE>
<CAPTION>

                                                          Annual             Long Term
                                                       Compensation         Compensation
                                                       ------------         ------------
                                                                             Securities                All Other
                                                          Salary              Underlying              Compensation
      Name and Principal Position            Year           ($)             Options/SARs (#)            ($) (1)
      ---------------------------            ----        --------           ----------------          ------------
<S>                                          <C>         <C>                  <C>                       <C>
Jack H. Kessler                              2004        $220,000
   Chief Executive Officer, Chief            2003        $225,000             300,000                   $ 693
   Scientific Officer and Secretary          2002        $225,000                                       $ 924

Paul C. Desjourdy                            2004        $220,000
   President, Chief Operating Officer,       2003        $215,000             300,000                   $ 333
   Chief Financial Officer and Treasurer     2002        $215,000                                       $ 444
--------------------------
(1)      For each year includes premiums paid on term life insurance on behalf
         of the Named Executive Officers in the following amounts: Dr. Kessler:
         $924 for 2002 and $693 for 2003; and Mr. Desjourdy: $444 for 2002 and
         $333 for 2003.

</TABLE>

                                       6
<PAGE>

Option/SAR Grants in Last Fiscal Year

         There were no options granted during the last fiscal year to the Named
Executive Officers of Symbollon.

Aggregated  Options/SAR  Exercises  in Last  Fiscal  Year  and  Fiscal  Year-End
Option/SAR Values

         The following table set forth certain information with respect to the
number of unexercised stock options and SARs held by each Named Executive
Officer on December 31, 2004, and the value of the unexercised in-the-money
options and SARs at that date.

              Aggregated Options/SAR Exercises in Last Fiscal Year
                      and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>

                                                         Number of Securities Underlying      Value of Unexercised
                       Shares Acquired       Value         Unexercised Option/SARs at       In-The-Money Option/SARs
        Name           On Exercise (#)    Realized ($)           Fiscal Year-End           at Fiscal Year-End ($) (1)
--------------------- ------------------- ------------- ---------------------------------- ---------------------------
                                                        (#)Exercisable   (#)Unexercisable  Exercisable  Unexercisable
                                                        --------------   ----------------  -----------  -------------
<S>                           <C>              <C>          <C>              <C>            <C>           <C>
  Jack H. Kessler            -0-              -0-           200,000          100,000        $285,000      $142,500
 Paul C. Desjourdy           -0-              -0-           200,000          100,000        $285,000      $142,500
-----------------------------
(1)      The value of unexercised in-the-money option/SARs at December 31, 2004,
         was determined by multiplying the difference between the fair market
         value (the closing sales price) of the Common Stock at the close of
         business on December 31, 2004 ($1.70 per share) and the option/SAR
         exercise price, by the number of option/SARs outstanding at that date.

</TABLE>

Director Compensation

         Upon Board of Directors' approval in May 1998, we no longer provides
cash compensation to directors for attendance at board or committee meetings.
Each non-employee director is entitled to receive on January 1st of each year an
option (the "Annual Options") to purchase 2,500 shares of Common Stock at the
then fair market value under our 1995 Non-Employee Directors' Stock Option Plan.
The Annual Options may only be exercised with respect to vested shares. One-half
of the shares subject to such options vest on the first anniversary of the date
of grant and the balance vest on the second anniversary of the date of grant.
All directors will be reimbursed for ordinary and necessary travel expenses
incurred in attendance at each board or committee meeting.

         On May 19, 2004, the three non-employee directors were each granted an
option to purchase 25,000 shares of Common Stock at the then fair market value
of the Common Stock, $1.65 per share, under our 1993 Stock Option Plan. The
options may only be exercised with respect to vested shares. One-half of the
shares subject to such options vest on the first anniversary of the date of
grant and the balance vest on the second anniversary of the date of grant.

Employment Agreements

         On December 14, 1999, we entered into new employment agreements with
Dr. Jack H. Kessler, our Chairman of the Board of Directors, Chief Executive
Officer and Chief Scientific Officer and with Mr. Paul C. Desjourdy, our
President, Chief Operating Officer, General Counsel, Chief Financial Officer and
a director. Both agreements expire in December 2005. In 2005, Dr. Kessler and
Mr. Desjourdy will each receive salaries of $220,000 per annum. The employment
agreements provide for inflationary salary adjustments, and such compensation
may be incrementally increased and bonuses may be given upon the approval of our
Board of Directors. Both Executive Officers have agreed to devote their full
time and best efforts to fulfill their duties and responsibilities to Symbollon.
They will be entitled to participate in employee benefit plans.

                                       7
<PAGE>

         We have the right to terminate the agreements for Cause (as defined
therein) or as a result of the Executive Officers' death or Permanent Disability
(as defined therein). The Executive Officers have the right to terminate their
agreements on account of their Constructive Discharge (as defined therein).
Except in the case of termination for Cause, upon early termination of their
agreements, the Executive Officers shall be entitled to receive their salaries
plus fringe benefits for a period of 18 months from the date of termination and
any bonuses prorated through the date of termination.

         Both Executive Officers have agreed not to disclose to anyone our
confidential information during the term of their employment or thereafter and
will not compete with us utilizing our proprietary information, know-how or
trade secrets during the term of their employment or thereafter. All work,
research and results thereof, including, without limitation, inventions,
processes or formulae made, conceived or developed by the Executive Officers
during the term of employment which are related to the business, research, and
development work or field of operation of Symbollon shall be our property.

         Dr. Kessler is a principal stockholder, officer and director of a
company which has rights to use technology that he developed pertaining to
contact lens disinfection. This technology, which is similar to our technology,
is not expected to be assigned to us. As a result, use of our technology in the
area of contact lens disinfection may require the prior consent of such other
company or the then owner of such rights.

         For information on our executive loan program for stock option
exercise, see "Certain Relationships and Related Transactions" below.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

         The following table sets forth certain information regarding the
beneficial ownership of our Common Stock as of April 15, 2005 for (i) each of
the our directors, (ii) each of the Named Executive Officers (as defined in
"Executive Compensation"), (iii) all our directors and executive officers as a
group and (iv) each person known by us to own beneficially 5% or more of the
outstanding shares of Common Stock:



                                            Shares of Common Stock    Percent of
Name and Address of Beneficial Owner (1)      Beneficially Owned       Class (2)
----------------------------------------    ----------------------    ----------
Dr. Jack H. Kessler (3)(4)                          726,514               11.5%
Paul C. Desjourdy (3)(5)                            596,814                9.4%
Richard M. Lilly (6)                                497,106                8.1%
Richard P. Morgenstern (7)                          347,992                5.7%
Dr. James C. Richards (3)(8)                        242,451                3.9%
Eugene Lieberstein (3)(9)                            98,426                1.6%
Richard F. Maradie (3)(10)                           36,250                   *

All Executive Officers
and Directors as a Group (5 persons) (11)         1,700,455               25.3%
--------------------------------------
*    Less than 1% of the Common Stock outstanding.

(1)  All shares are  beneficially  owned and sole voting and investment power is
     held by the persons named, except as otherwise noted.

(2)  Based  upon  6,114,761  shares  of  Common  Stock  but also  reflecting  as
     outstanding,  with respect to the  relevant  beneficial  owner,  the shares
     which  that  beneficial  owner  could  acquire  upon  exercise  of  options
     exercisable within 60 days.

(3)  The  address  of  Directors  Kessler,  Richards,   Desjourdy,  Maradie  and
     Lieberstein  is c/o  Symbollon  Pharmaceuticals,  Inc.,  37  Loring  Drive,
     Framingham, MA 01702.

(4)  Includes  1,100 shares owned by his minor child and  currently  exercisable
     options and warrants to purchase 230,000 shares of Common Stock.

(5)  Includes  currently  exercisable  options and warrants to purchase  230,000
     shares of Common Stock.


                                       8
<PAGE>

(6)  Includes  13,000 shares owned by his minor  children and 5,500 shares owned
     by his wife and currently exercisable warrants to purchase 31,346 shares of
     Common Stock, which Mr. Lilly may be considered to beneficially own, and to
     have shared investment and voting power with respect to. The address of Mr.
     Lilly is 11300 Sundance Lane, Boca Raton, FL 33428.

(7)  Includes 60,000 shares owned by Pure Holdings, L.P., 10,000 shares owned by
     Star  Investments,  L.P.  and  157,992  shares held by Mr.  Morgenstern  as
     custodian  for his  children.  The address of Mr.  Morgenstern  is c/o Paul
     Goodnough, 543 Country Club Drive, Wood Ranch, CA 93065.

(8)  Includes  currently  exercisable  options and  warrants to purchase  63,750
     shares of Common Stock.

(9)  Includes  currently  exercisable  options and  warrants to purchase  43,942
     shares of Common Stock.

(10) Includes currently  exercisable options to purchase 36,250 shares of Common
     Stock.

(11) Includes  currently  exercisable  options and warrants to purchase  603,942
     shares of Common Stock held by executive officers and directors as a group.

<TABLE>
<CAPTION>

                      Equity Compensation Plan Information

                                                                                              Number of securities
                                  Number of securities to        Weighted average           remaining available for
                                  be issued upon exercise        exercise price of          future issuance (excluding
                                  of outstanding options,       outstanding options,        securities reflected in
                                    warrants and rights         warrants and rights               column (a))
         Plan Category                      (a)                       (b)                              (c)
         -------------            -----------------------       --------------------        ---------------------------
<S>                                       <C>                          <C>                         <C>
Equity Compensation Plans
Approved by Security Holders              747,500                      $0.56                       521,355

Equity Compensation Plans Not
Approved by Security Holders               10,000 (1)                    --                              0
                                          -------                      -----                       --------
     Total                                757,500                      $0.55                       521,355
                                          =======                      =====                       =======
-----------------------------
(1) Symbollon granted one of its consultants a three year consulting agreement
that provides for 5,000 shares of our Class A Common Stock to be issued in
advance for each year of service provided under the agreement. In December 2004,
we issued 5,000 shares of Class A Common Stock to the consultant for the first
year of service.

</TABLE>

Item 12.  Certain Relationships and Related Transactions

         On September 1, 2004, Symbollon sold in a private placement to
accredited investors 1,261,692 shares of Class A Common Stock and 630,846
redeemable warrants for $634,300 in cash and $185,800 in prepaid services for
manufacturing, consulting and clinical trial expenses. Messrs. Richards, Kessler
and Desjourdy each invested $40,000 and Mr. Lieberstein invested $7,000 as part
of the private placement on the same terms and conditions as the third party
investors.

         During 2004 and 2003, we paid an aggregate of approximately $2,000 and
$99,000, respectively, for legal services to Eugene Lieberstein or Anderson Kill
& Olick, P.C., of which law firm he was a partner.

         We exchange office space for services with a company owned by the
spouse and in-law of one of our officers and directors, Mr. Desjourdy. Mr.
Desjourdy is also a director in the other company. The estimated annual value
for 2004 and 2003 of the relationship is $9,600 for each year.

         In May 2000, the Board of Directors approved an executive loan program
pursuant to which our executives could borrow from us up to $500,000 each for
the purpose of exercising stock options. Under the program, any borrowings would
be evidenced by a promissory note bearing interest at the applicable federal
rate and secured by the underlying shares purchased. In the event the
executive's employment with us is terminated prior to December 31, 2005, and the
market value of the pledged shares on the date of such termination is less than
the principal and accrued but unpaid interest under the note at such time, then
our sole recourse for payment of the note would be the pledged shares.

     In  January  2001,  Messrs.  Kessler  and  Desjourdy  exercised  options to
purchase 211,281 and 251,614 shares of Common Stock,  respectively,  pursuant to
our executive loan program.  The principal  amounts of the promissory  notes for
Messrs.  Kessler and Desjourdy  were $385,645 and  $448,915,  respectively.  For
information concerning employment agreements with and options granted to or held
by our officers,  see "Executive  Compensation".

                                       9
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

         See Index to Exhibits on Page 13.

Item 14. Principal  Accountant Fees and Services

         As described below, BDO Seidman, LLP was our independent auditor for
our financial statements included in our Annual Report on Form 10-KSB for review
of our unaudited financial statements included in our Quarterly Reports on Form
10-QSB during 2003, but was subsequently replaced by Vitale in December 2003.

         The following is a summary of the fees billed to Symbollon by Vitale
for professional services rendered for the fiscal years ended December 31, 2004
and December 31, 2003:

         Fee Category                 Fiscal 2004 Fees       Fiscal 2003 Fees
         ------------                 ----------------       ----------------
         Audit Fees                            $33,500                $20,000
         Audit-Related Fees                          -                      -
         Tax Fees                                    -                      -
         All Other Fees                              -                      -
                                      ----------------       ----------------

         Total Fees                            $33,500                $20,000
                                      ================       ================

         The following is a summary of the fees billed to Symbollon by BDO
Seidman, LLP for professional services rendered for the fiscal years ended
December 31, 2004 and December 31, 2003:

         Fee Category                 Fiscal 2004 Fees       Fiscal 2003 Fees
         ------------                 ----------------       ----------------
         Audit Fees                                  -                $12,250
         Audit-Related Fees                          -                 12,992
         Tax Fees                                    -                      -
         All Other Fees                              -                      -
                                      ----------------       ----------------

         Total Fees                                  -                $25,242
                                      ================       ================

    Audit Fees. Consists of fees billed for professional services rendered for
the audit of Symbollon's annual consolidated financial statements and review of
the interim consolidated financial statements included in quarterly reports, and
services that are normally provided by the independent auditor in connection
with statutory and regulatory filings or engagements.

    Audit-Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of Symbollon's consolidated financial statements and are not reported under
"Audit Fees." These services included review of registration statements.

    Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning.

     All Other Fees.  Consists of fees for products and services  other than the
services reported above.

Policy  on Audit  Committee  Pre-Approval  of Audit  and  Permissible  Non-Audit
Services of Independent Auditors

         All services provided by our independent auditor, Vitale, are subject
to pre-approval by our Audit Committee. The Audit Committee has authorized the
Chair of the Committee to approve services by Vitale in the event there is a
need for such approval prior to the next full Audit Committee meeting. However,
a full report of any such interim approvals must be given at the next Audit
Committee meeting. Before granting any approval, the Audit Committee (or the
committee Chair, if applicable) must receive: (1) a detailed description of the
proposed service; (2) a statement from management as to why they believe Vitale
is best qualified to perform the service; and (3) an estimate of the fees to be
incurred. Before granting any approval, the Audit Committee (or the committee
Chair, if applicable) gives due consideration to whether approval of the
proposed service will have a detrimental impact on Vitale's independence.


                                       10
<PAGE>

Former Independent Auditors

         BDO Seidman, LLP was our independent certifying accountant for the
fiscal years ended December 31, 2002 and December 31, 2001. On December 16, 2003
they were dismissed by us and we subsequently engaged on December 17, 2003
Vitale, Caturano & Company, Ltd., 80 City Square, Boston, MA 02129-3742, as our
certifying accountant for the fiscal year ended December 31, 2003. The dismissal
of BDO Seidman, LLP and appointment of Vitale, Caturano & Company, Ltd. was
recommended by our Audit Committee and approved by our Board of Directors.

         The reports of BDO Seidman, LLP on our financial statements for the
fiscal years ended December 31, 2003 and 2002 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.

         In connection with the audits of our financial statements for each of
the two years ended December 31, 2002 and 2001, and in the subsequent interim
period to December 16, 2003, there were no disagreements with BDO Seidman, LLP
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of BDO Seidman, LLP would have caused BDO Seidman, LLP to make
reference to the matter in their report. We requested BDO Seidman, LLP to
furnish it a letter addressed to the Commission stating whether it agrees with
the above statements. BDO furnished a letter, dated January 5, 2004, stating its
agreement with such statements.

         During our the fiscal years ended December 31, 2003 and 2002 and
through December 16, 2003, we did not consult with Vitale, Caturano & Company,
Ltd. with respect to any of the matters or reportable events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-B.

Audit Committee Report

         Symbollon's management is responsible for preparing Symbollon's
financial statements, and the independent auditors, Vitale, Caturano & Company,
Ltd., are responsible for performing an independent audit of Symbollon's
financial statements and expressing an opinion on the conformity of the
financial statements with generally accepted accounting principles. The Audit
Committee oversees Symbollon's financial reporting process on behalf of the
Board of Directors. In this context, the Audit Committee reports that:

         The Audit Committee has reviewed and discussed with management our
audited financial statements for the fiscal year ended December 31, 2004.

         The Audit Committee has discussed with Vitale, Caturano & Company,
Ltd., our independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61, as modified or supplemented.

         The Audit Committee has received the written disclosures and the letter
from the independent auditors required by Independence Standards Board Standard
No. 1 ("Independence Discussions with Audit Committees"), as modified or
supplemented, and has discussed with Vitale, Caturano & Company, Ltd. that
firm's independence.

         Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that our audited financial
statements be included in our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004 for filing with the Securities and Exchange Commission.

         This report is submitted by the members of the Audit Committee.

                                    James C. Richards (Chairman)
                                    Richard F. Maradie
                                    Eugene Lieberstein


                                       11
<PAGE>



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                         SYMBOLLON PHARMACEUTICALS, INC.

                         By:   /s/ Paul C. Desjourdy
                             -------------------------
                             Paul C. Desjourdy
                             President

Date: May 2, 2005

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

      Signature                      Title                                Date

   /s/ Jack H. Kessler           Chief Executive Officer,            May 2, 2005
--------------------------       Chief Scientific Officer,
   Jack H. Kessler               Secretary and Chairman
                                 of the Board of Directors
                                 (Principal Executive Officer)


  /s/ Paul C. Desjourdy          President, Chief Operating Officer, May 2, 2005
--------------------------       Treasurer, General Counsel, Chief
    Paul C. Desjourdy            Financial Officer, and Director (Principal
                                 Financial and Accounting Officer)


  /s/ James C. Richards          Director                            May 2, 2005
--------------------------
   James C. Richards

  /s/ Richard F. Maradie         Director                            May 2, 2005
--------------------------
   Richard F. Maradie

 /s/ Eugene Lieberstein          Director                            May 2, 2005
--------------------------
  Eugene Lieberstein


                                       12

<PAGE>


                         Symbollon Pharmaceuticals, Inc.
                                Index to Exhibits

31.1     Certification of the Chief Executive Officer required by Securities
         Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.
31.2     Certification of the Chief Financial Officer 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 the Chief Executive Officer 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.
32.2     Certification of the Chief Financial Officer 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.


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