U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

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

                      For the quarter ended March 31, 2003

[_]      TRANSITION REPORT UNDER SECTION 13 OR A5(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 (no fee required)


                         Commission file number 0-23544

                         HUMAN PHEROMONE SCIENCES, INC.
                         ------------------------------
                 (Name of small business issuer in its charter)

          California                                       94-3107202
----------------------------                      -----------------------------
(State or other jurisdiction of                          (I.R.S. employee
 incorporation or organization)                          Identification No.)


84 West Santa Clara Street, San Jose, California             95113
-------------------------------------------------       ----------------
  (Address of principal executive offices)                (Zip code)


                    Issuer's telephone number: (408) 938-3030


              -----------------------------------------------------
          (Former name or former address, 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
[_]

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  3,429,839 shares of Common
Stock as of May 3, 2003.

                                       1
<PAGE>

                         HUMAN PHEROMONE SCIENCES, INC.

                                      INDEX
                                                                          Page
PART I
FINANCIAL INFORMATION

  Item 1. Financial Statements

          Consolidated Balance Sheets as of March 31, 2003 (Unaudited)
          and December 31, 2002 ...........................................  3

          Consolidated Statements of Operations and Comprehensive
          Income/Loss (Unaudited) for the For the Three Months
          Ended March 31, 2003 and 2002 ...................................  4

          Consolidated Statements of Cash Flows (Unaudited) for
          the Three Months Ended March 31, 2003 and 2002 ..................  5

          Notes to Consolidated Financial Statements (Unaudited) ..........  6

  Item 2. Management's Discussion and Analysis

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations .......................................  8

  Item 3. Controls and Procedures ......................................... 15


PART II
OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K ................................ 16

SIGNATURES ................................................................ 17

                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

                         Human Pheromone Sciences, Inc.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                                      March 31,         December 31,
(in thousands except share data)                                                                        2003                 2002
                                                                                                      --------             --------
                                                                                                     (unaudited)
<S>                                                                                                   <C>                  <C>
Assets

Current assets:
  Cash and cash equivalents                                                                           $  1,533             $  1,394
  Accounts receivable, net of allowances of $70,000
   in 2003 and 2002                                                                                         59                  249
  Inventories, net                                                                                         107                  151
  Assets to be sold                                                                                        491                  493
  Other current assets                                                                                      41                   10
                                                                                                      --------             --------
Total current assets                                                                                     2,231                2,297

Property and equipment, net                                                                                  4                    5
Product licenses                                                                                            50                   50
                                                                                                      --------             --------
                                                                                                      $  2,285             $  2,352
                                                                                                      ========             ========

Liabilities, Convertible Redeemable Preferred Stock and
Shareholders' Deficiency

Current liabilities:
 Accounts payable                                                                                     $    183             $    186
 Liabilities associated with assets to be sold                                                             321                  330
 Accrued professional fees                                                                                  32                   57
 Accrued vacation                                                                                           42                   34
 Other accrued expenses                                                                                     19                   19
                                                                                                      --------             --------
Total current liabilities                                                                                  597                  626
                                                                                                      --------             --------

Commitments and Contingencies

Convertible redeemable preferred stock:
  Preferred stock, issuable in series, no par value,
    10,000,000 shares authorized,
      Series AA 1,433,333 convertible shares issued and
        outstanding at each date (total liquidation value $2,150)                                        2,146                2,146
      Series BB 17,448 convertible shares issued and
        outstanding at each date (total liquidation value $1,745)                                        1,560                1,560
                                                                                                      --------             --------
Total convertible redeemable preferred stock                                                             3,706                3,706
                                                                                                      --------             --------

Shareholders' deficiency:
  Common stock, no par value, 13,333,333 shares authorized,
    3,429,839 shares issued and outstanding at each date                                                17,667               17,667
  Accumulated deficit                                                                                  (19,685)             (19,581)
  Foreign currency translation                                                                            --                    (66)
                                                                                                      --------             --------
Total shareholders' deficiency                                                                          (2,018)              (1,980)
                                                                                                      --------             --------
                                                                                                      $  2,285             $  2,352
                                                                                                      ========             ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                         Human Pheromone Sciences, Inc.
      Consolidated Statements of Operations and Comprehensive Income (Loss)
                                   (unaudited)


                                                            Three months ended
                                                                 March 31,
                                                            -------------------
(in thousands except per share data)                          2003       2002
                                                            -------     -------
Net revenue                                                 $   218     $   145
Cost of goods sold                                               65          39
                                                            -------     -------
Gross profit                                                    153         106
                                                            -------     -------

Operating expenses:
    Research and development                                      3          80
    Selling, general and administrative                         263         263
                                                            -------     -------

Total operating expenses                                        266         343
                                                            -------     -------

Income (loss) from operations                                  (113)       (237)
                                                            -------     -------

Other income (expense):
    Interest income (net)                                         3           5
    Other (expense)                                            --          --
                                                            -------     -------
Total other income                                                3           5
                                                            -------     -------

Income (loss) from on-going operations                         (110)       (232)

Net income from assets to be sold                                72         266
                                                            -------     -------

Net income (loss) available to common shareholders              (38)         34

Other comprehensive loss - translation adjustment              --          --
                                                            -------     -------

Comprehensive income (loss)                                 $   (38)    $    34
                                                            =======     =======

Net income (loss) per common share- basic
    From on-going operations                                $ (0.03)    $ (0.07)
    From assets to be sold                                  $  0.02     $  0.08
    Net income (loss)                                       $ (0.01)    $  0.01

Net income per common share-fully diluted
    From on-going operations                                $ (0.03)    $ (0.04)
    From assets to be sold                                  $  0.02     $  0.05
    Net income (loss)                                       $ (0.01)    $  0.01

Weighted average common shares outstanding                    3,430       3,430
                                                            =======
Convertible redeemable preferred stock                                    1,706
                                                                        -------

Weighted average common shares outstanding - diluted          3,430       5,136
                                                            =======     =======

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                         Human Pheromone Sciences, Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)


                                                            Three months ended
                                                                 March 31,
                                                           --------------------
(in thousands)                                               2003          2002
                                                           -------      -------
Cash flows from operating activities
Net income (loss)                                          $   (38)     $    34
Net income from assets held for sale                            72          266
                                                           -------      -------
Net loss from on-going operations                             (110)        (232)

  Adjustments to reconcile net income to net cash
    provided or used by operating activities:
  Depreciation and amortization                                  1            1
  Changes in operating assets and liabilities:
    Accounts receivable                                         34           (2)
    Inventories                                                 43          (22)
    Other current assets                                       (29)         (53)
    Accounts payable and accrued liabilities                   (20)          (4)
                                                           -------      -------
Net cash used by on-going operating activities                 (81)        (312)
                                                           -------      -------
Net cash provided by assets held for sale                      220          418
                                                           -------      -------

Cash flows used in investing activities                       --           --

Cash flows from financing activities                          --           --
                                                           -------      -------

Net increase in cash and cash equivalents                      139          106
Cash and cash equivalents at beginning of period             1,394        1,355
                                                           -------      -------
Cash and cash equivalents at end of period                 $ 1,533      $ 1,461
                                                           =======      =======

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                         Human Pheromone Sciences, Inc.

                   Notes to Consolidated Financial Statements
                                   (unaudited)

                                 March 31, 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

         Human Pheromone Sciences,  Inc. (the "Company") was incorporated in the
State of  California  in 1989 under the name of EROX  Corporation.  The  Company
changed the name to Human Pheromone  Sciences,  Inc. in May 1998. The Company is
engaged in the research,  development,  manufacturing  and marketing of consumer
products  containing  synthetic  human  pheromones  as a component.  The Company
initiated commercial  operations in late 1994 with a line of fine fragrances and
toiletries.  In April 2000, the Company licensed the sale of its REALM fragrance
products  through  department and specialty  stores across the United States and
selected  international  markets  to Niche  Marketing,  Inc.  In April  2003 the
Company sold the REALM and innerREALM  brands and trademarks to Niche  Marketing
Group,  Inc. The Company will  continue to license and sell its human  pheromone
products  for  inclusion  in other  companies  products in  exchange  for supply
revenues and/or royalties.

Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three months ended March 31, 2003 are
not necessarily  indicative of the results that may be expected for the calendar
year  ending  December  31,  2003.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's  annual  report on Form 10-KSB for the year ended  December  31, 2002.
Certain prior period  balances have been  reclassified to conform to the current
period presentation.

Revenue Recognition

         Revenue  is  recorded  at the  time  of  merchandise  shipment,  net of
provisions  for  returns.  License  fees  are  earned  over the  license  period
according  to the terms of the license  agreement  and  interpretative  guidance
provided  by Staff  Accounting  Bulletin  (SAB) No.  101.  The  majority  of the
Company's sales are to distributors  and licensees,  and these  distributors and
licensees have no right to return products.

Inventories

         Inventories  are  stated  at the  lower of cost  (first  in - first out
method) or market.  The inventory at March 31, 2003  consists of finished  goods
inventory valued at $12,000 and raw materials of $95,000.  At December 31, 2002,
these balances were $14,000 and $137,000, respectively.

Assets to be Sold

         Assets to be sold primarily consist of accounts  receivable,  inventory
and  product  licenses  sold to Niche  Marketing  Group on April 14,  2003.  All
REALM(R) and innerREALM(R)  financial  activities have been classified as assets
to be sold as a result of the April 14, 2003 sale.  Therefore  reclassifications
of certain 2002  financial  statement  information  has been made to present the
operating results from on-going operations on a comparable basis.

                                       6
<PAGE>

License Fees

         The  Company  capitalizes  license  fees paid for the rights to use new
pheromone  discoveries.  License agreements for pheromones and products that are
not yet for  available  for sale are not subject to  amortization  in accordance
with  Statement of Financial  Accounting  Standards No. 142:  Goodwill and Other
Intangible Assets.

         The Company continually  evaluates whether events or circumstances have
occurred that indicate the remaining  estimated value of the license  agreements
may not be  recoverable.  When factors  indicate  that the value  license may be
impaired,  the Company  estimates  the  remaining  value and reduces the license
agreement to that amount.

Income Taxes

         The  Company  recorded  no income tax  provision  in 2003 or 2002,  due
primarily to a valuation allowance on deferred tax assets being recorded and the
expected utilization of net operating losses carried forward from prior years to
offset any significant tax liability.  As of March 31, 2003, the Company's gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,410,000.  However, a full valuation allowance is provided for the
gross  deferred  tax  asset  as  management  could  not  determine  whether  its
realization is more likely than not.

Earnings Per Share

         The Company  calculates  earnings  (loss) per share in accordance  with
SFAS No. 128,  "Earnings Per Share." SFAS No. 128 replaced the  presentation  of
primary and fully diluted  earnings per share with the presentation of basic and
diluted  earnings per share.  Basic earnings per share excludes  dilution and is
calculated  by  dividing  income   available  to  common   stockholders  by  the
weighted-average  number of common shares  outstanding  for the period.  Diluted
earnings per share includes the potential  dilutive  effects that could occur if
securities or other  contracts to issue common stock were exercised or converted
into  common  stock  ("potential  common  stock")  that  would then share in the
earnings of the Company.

         As of March 31, 2003 and 2002 (unaudited),  the components of basic and
diluted earnings per share are as follows (all amounts are in thousands):


                                                              2003         2002
                                                            -------      -------
Net income (loss) available to common shareholders          $   (38)     $    34
                                                            =======      =======

Weighted-average common shares outstanding during
  the period                                                  3,430        3,430

Incremental shares from assumed conversions of
  convertible preferred stock                                 1,809        1,706
                                                            -------      -------

Fully diluted weighted-average common shares and
  potential commons stock (unaudited)                         5,239        5,136
                                                            =======      =======


Capital Stock and Stock Options

         Outstanding  options to purchase  shares of common stock and  potential
common shares  issuable upon conversion of preferred stock are excluded from the
computation of diluted earnings per share since when the average stock price for
the period is less than the exercise price of outstanding  options or when their
effect would be antidilutive.

         During the three  months  ended March 31,  2003 no common or  preferred
stock was issued,  no common stock  options  were granted and no issued  options
were exercised.

                                       7
<PAGE>

Recent Accounting  Pronouncements

         In  April  2002,  the FASB  issued  SFAS No.  145,  Rescission  of FASB
Statements  No. 4, 44 and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 updates, clarifies, and simplifies existing accounting
pronouncements. This statement rescinds SFAS No. 4, which required all gains and
losses from extinguishments of debt to be aggregated and if material, classified
as an  extraordinary  item, net of related income tax effect.  As a result,  the
criteria in APB No. 30 will now be used to classify those gains and losses. SFAS
No.  64  amended  SFAS No. 4 and is no longer  necessary  as SFAS No. 4 has been
rescinded. SFAS No. 44 has been rescinded as it is no longer necessary. SFAS No.
145 amends SFAS No. 13 to require that  certain  lease  modifications  that have
economic effects similar to sale-leaseback  transactions be accounted for in the
same manner as sale-lease  transactions.  This  statement  also makes  technical
corrections  to  existing  pronouncements.   While  those  corrections  are  not
substantive in nature, in some instances,  they may change accounting  practice.
This statement is not applicable to the Company.

         In June  2002,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
Associated with Exit or Disposal Activities.  This statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies  Emerging  Issues Task Force  ("EITF")  Issue No. 94-3,  Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring).  This statement
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity be recognized when the liability is incurred.  Under EITF Issue 94-3, a
liability  for an exit  cost,  as  defined,  was  recognized  at the  date of an
entity's  commitment  to an exit plan.  The  provisions  of this  statement  are
effective for exit or disposal  activities that are initiated after December 31,
2002 with earlier application  encouraged.  The Company does not expect adoption
of SFAS No. 146 to have a material impact, if any, on its financial  position or
results of operations.

         In October 2002, the FASB issued SFAS No. 147,  Acquisitions of Certain
Financial Institutions.  SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of  liabilities  assumed  over  the  fair  value of  tangible  and  identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires that those  transactions  be accounted for in accordance  with SFAS No.
141,  Business  Combinations,  and SFAS No. 142,  Goodwill and Other  Intangible
Assets.  In addition,  this  statement  amends SFAS No. 144,  Accounting for the
Impairment  or Disposal  of  Long-Lived  Assets,  to include  certain  financial
institution-related  intangible assets.  This statement is not applicable to the
Company.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure,  an amendment of SFAS No.
123. SFAS No. 148 provides  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS No. 148 amends the disclosure  requirements of
SFAS No.  123 to  require  more  prominent  and  more  frequent  disclosures  in
financial  statements  about  the  effects  of  stock-based  compensation.  This
statement is effective  for financial  statements  for fiscal years ending after
December  15,  2002.  SFAS No.  148 will not have any  impact  on the  Company's
financial  statements as management does not have any intention to change to the
fair value method.


Item 2. Management's Discussion and Analysis of Financial Conditions and Results
        of Operations

         This report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.  Except  for  the  historical
information contained in this discussion and analysis of financial condition and
results  of  operations,  the  matters  discussed  herein  are  forward  looking
statements.  These forward looking statements include but are not limited to the
Company's  plans for sales  growth and  expansion  into new  channels  of trade,
expectations  of gross  margin,  expenses,  new  product  introduction,  and the
Company's   liquidity  and  capital  needs.  These  matters  involve  risks  and
uncertainties  that could cause  actual  results to differ  materially  from the
statements made. In addition to the risks and  uncertainties  described in "Risk
Factors",  below,  these risks and  uncertainties  may include  consumer trends,
business cycles,  scientific  developments,  changes in governmental  policy and
regulation,  currency  fluctuations,  economic  trends in the United  States and
inflation. These and other factors may cause actual results to differ materially
from those anticipated in forward-looking statements.  Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof.

                                       8
<PAGE>

Risk Factors

         The  Company's  future  results  may be affected to a greater or lesser
degree by the following factors among others:

         The Company has not had  sustained  profitable  operations  since 1997.
Since 1997, the Company has incurred losses from operations.  However, effective
May 1, 2000 the Company  refocused its business model based on product licensing
agreements.  While the Company anticipates that this change in its business will
result in profitable operations there is no assurance that the Company's license
based business model will be successful.

         The Company  and/or Niche may not be able to  effectively  compete with
larger  companies  or with  new  products.  The  prestige  fragrance  market  is
extremely  competitive.  Many  fragrance  products  are  better  known  than the
Company's  products and compete for  advertising  and retail  shelf space.  Many
competitors have significantly greater resources that will allow them to develop
and  introduce  new  competing  products or increase  the  promotion  of current
products.

         The  product  life cycle of a  fragrance  can be very  short.  Changing
fashions  and fads can  dramatically  shift  consumer  preferences  and demands.
Traditional  fragrance  companies  introduce a new  fragrance  every year or so.
Changing  fashions and new products may reduce the chance of creating  long term
brand loyalty to the REALM and innerREALM product lines.

         The  current  retail  environment  may cause  pricing  and  promotional
pressures.  Five  companies  control  the  majority  of the  sales  in the U. S.
department  store arena.  Because of their market share,  each company will have
significant  power to determine the price and promotional terms that the Company
and its distributor/licensee,  Niche, must meet in order to sell its products in
the department stores.

         Upper end department  stores face increasing  competition.  Competition
from discount  perfumeries,  drug chains and lower priced  department stores for
sales of fragrances and cosmetics.  To compete, upper end department stores have
cut inventories,  reduced co-op  advertising,  and increased  promotions.  These
tactics  may force the  Company  or its  distributors  to reduce  its  prices or
increase the cost of its promotions

         The Company's marketing strategy may not be successful.  The Company or
its  distributors  may not be able to establish and maintain the necessary sales
and distribution  channels.  Retail outlets and catalogs may choose not to carry
the Company's products.  The Company or its distributors may not have sufficient
funds to successfully  market its products if the current marketing  strategy is
not successful.

         Seasonality  in sales  may cause  significant  variation  in  quarterly
results.  Sales in the  fragrance  industry are  generally  seasonal  with sales
higher in the second half of the year  because of  Christmas.  This  seasonality
could  cause  a  significant  variation  in the  Company's  quarterly  operating
results.

         The Company not be able to protect its technology or trade secrets. The
Company's  patents  and  patent  applications  may  not  protect  the  Company's
technology or ensure that the Company's  technology does not infringe  another's
valid  patent.  Others  may  independently   develop  substantially   equivalent
proprietary information.  The Company may not be able to protect its technology,
proprietary information or trade secrets.

         The Company may not be able to recruit  and retain key  personnel.  The
Company's  success  substantially  depends upon  recruiting  and  retaining  key
employees and  consultants  with  research,  product  development  and marketing
experience.  The Company may not be successful in recruiting and retaining these
key people.

         The Company relies upon other  companies to  manufacture  its products.
The Company relies upon other companies to manufacture  its  pheromones,  supply
components,  and to blend, fill and package its fragrance products.  The Company
may  not  be  able  to  obtain  or  retain  pheromone  manufacturers,  fragrance
suppliers,  or component  manufacturers on acceptable terms. If not, the Company
may not be able to obtain  commercial  quantities  of its  products.  This would
adversely affect operating results.

                                       9
<PAGE>

Results of Operations

         On April 24, 2000, the Company signed a multi-year  licensing agreement
for its  REALM  and  innerREALM  fragrance  and  toiletry  products  with  Niche
Marketing,  Inc.  ("Niche"),  a newly formed affiliate of Northern Brands,  Inc.
Under the agreement,  Niche will be responsible for the manufacture,  marketing,
selling  and  distribution  of the REALM and  innerREALM  products in the United
States  and  Internationally,  excluding  the  Far  East.  Niche  purchased  the
Company's applicable  inventories and pays a royalty,  with annual minimums,  on
sales of the current products and line extensions under the REALM and innerREALM
brand  names.  During  the term of the  agreement,  HPS will also sell Niche the
pheromone components required for the manufacture of the products. Prior to this
agreement,  the Company recorded in its financial statements the revenues, costs
and expenses directly  attributable to the product sales to the U.S.  Department
stores and held the inventories,  recorded the accounts receivable and reflected
the accounts  payable/accrued  expenses  attributable  to the  department  store
business. On March 8, 2002 the company reacquired from Niche Marketing, Inc. the
rights to additional international territories.

         On April 14, 2003,  the Company sold to Niche Marking  Group,  Inc. the
assets  and  worldwide  ownership  rights  to the  REALM  Women,  REALM  Men and
innerREALM  product lines.  The Company will continue to focus operations on the
marketing of its patented  technology  to companies  with  established  consumer
product   franchises  while  directly  managing  the  on-going   development  of
identified compounds for potential new products.

         All  REALM(R)  and   innerREALM(R)   financial   activities  have  been
classified  as  assets  to be sold as a  result  of the  April  14,  2003  sale.
Therefore  reclassifications of certain 2002 financial statement information has
been made to  present  the  operating  results  from  on-going  operations  on a
comparable basis.

Three Months  ended March 31, 2003  compared to the Three Months ended March 31,
2002

         Net sales and  revenues  for the first  quarter of 2003 were  $218,000,
representing  an  increase of 50% from sales of  $145,000  for the prior  year's
quarter.  The $103,000,  or 104%, increase in license and supply revenues,  from
customers  utilizing the Company's  technology as a components in their consumer
products,  was the result of strong orders from established product lines. There
were not any sales of the Natural  Attraction(R)  products to the  international
market as we were in the process of changing the bottles  used for the line.  We
will begin shipments with the new bottles in the second quarter.

         Net  sales  for the  quarters  ended  March  31,  2003 and 2002 were as
follows (in thousands).


                                                               2003         2002
                                                               ----         ----
Markets:
 License and Supply Revenues                                   $202         $ 99
 U.S. Retail & Distributor Markets                               16           10
 International Markets                                          --            36
                                                               ----         ----

 Net Sales                                                     $218         $145
                                                               ====         ====


         Gross  profit for the  quarter  ended March 31, 2003 of $153,000 is 44%
higher than last years $106,000.  As a percentage of sales,  gross profit of 70%
was  less  than  last  years  of 73%  due  to the  lower  product  sales  to the
international market.

         Research and  Development  expenses for the first  quarters of 2003 and
2002 were $3,000 and $80,000,  respectively.  As part of the Company's desire to
directly control all future research and development work the Company terminated
its  relationships  with its primary  consultants  in October 2002.  The Company
incurred  very  minimal  expenses  in  the  first  quarter  of  2003  since  its
independent research and development operations had not commenced.

         Selling,   general  and   administrative   expenses  of  $263,000  were
consistent  with last years first  quarter  expenses of $263,000.  Selling,  and
marketing and  distribution  expenses were $10,000 less than the prior year as a
result of decreased sales activities in the Southeast Asia markets.  General and
administrative  and  facility  costs were  $10,000  more in the  current  year's
quarter primarily as a result of general cost increases since last year.

                                       10
<PAGE>

         The Company  earned  $3,000 in net interest  income in the current year
quarter and earned  $5,000 in net interest  income  during the first  quarter of
2002. The decrease is due to lower interest rates.

         The  Company  recorded  no income tax  provision  in 2003 or 2002,  due
primarily to a valuation allowance on deferred tax assets being recorded and the
expected utilization of net operating losses carried forward from prior years to
offset any significant tax liability.  As of March 31, 2003, the Company's gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,410,000.  However, a full valuation allowance is provided for the
gross  deferred  tax  asset  as  management  could  not  determine  whether  its
realization is more likely than not.

         On April 14, 2003 the Company  sold to Niche  Marking  Group,  Inc. the
assets  and  worldwide  ownership  rights  to the  REALM  Women,  REALM  Men and
innerREALM  product lines. The operating  results form the assets sold have been
classified as assets to be sold and accounted for as a separate line item on the
financial  statements.  For the  quarter  ending  March 31, 2003 income from the
assets  to be sold was  $72,000  which is less  than last  years  $266,000.  The
reduction was primarily  due to no shipments to the  international  markets this
year as economic conditions in the far East have not improved.

LIQUIDITY

         At  March  31,  2003,  the  Company  had  cash  of  $1,533,000  with no
outstanding  bank borrowings and working capital of $1,634,000;  at December 31,
2002, it had cash of $1,394,000 with no outstanding  bank borrowings and working
capital of $1,671,000. For the first quarter of 2003, net cash provided from all
activities  was $139,000.  For the first quarter of 2002, net cash provided from
all activities was $106,000.

         Assuming the Company's activities proceed substantially as planned, the
Company's current cash position and projected results of operations for the next
twelve months are not expected to require additional outside financing.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB  Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and  Technical  Corrections.
SFAS  No.  145  updates,   clarifies,   and   simplifies   existing   accounting
pronouncements. This statement rescinds SFAS No. 4, which required all gains and
losses from extinguishments of debt to be aggregated and if material, classified
as an  extraordinary  item, net of related income tax effect.  As a result,  the
criteria in APB No. 30 will now be used to classify those gains and losses. SFAS
No.  64  amended  SFAS No. 4 and is no longer  necessary  as SFAS No. 4 has been
rescinded. SFAS No. 44 has been rescinded as it is no longer necessary. SFAS No.
145 amends SFAS No. 13 to require that  certain  lease  modifications  that have
economic effects similar to sale-leaseback  transactions be accounted for in the
same manner as sale-lease  transactions.  This  statement  also makes  technical
corrections  to  existing  pronouncements.   While  those  corrections  are  not
substantive in nature, in some instances,  they may change accounting  practice.
This statement is not applicable to the Company.

         In June  2002,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
Associated with Exit or Disposal Activities.  This statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies  Emerging  Issues Task Force  ("EITF")  Issue No. 94-3,  Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring).  This statement
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity be recognized when the liability is incurred.  Under EITF Issue 94-3, a
liability  for an exit  cost,  as  defined,  was  recognized  at the  date of an
entity's  commitment  to an exit plan.  The  provisions  of this  statement  are
effective for exit or disposal  activities that are initiated after December 31,
2002 with earlier application  encouraged.  The Company does not expect adoption
of SFAS No. 146 to have a material impact, if any, on its financial  position or
results of operations.

         In October 2002, the FASB issued SFAS No. 147,  Acquisitions of Certain
Financial Institutions.  SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of  liabilities  assumed  over  the  fair  value of  tangible  and  identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires that those  transactions  be accounted for in accordance  with SFAS No.
141,  Business  Combinations,  and SFAS No. 142,  Goodwill and Other  Intangible
Assets.  In addition,  this  statement  amends SFAS No. 144,  Accounting for the
Impairment  or Disposal  of  Long-Lived  Assets,  to include  certain  financial
institution-related  intangible assets.  This statement is not applicable to the
Company.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation -

                                       11
<PAGE>

Transition and  Disclosure,  an amendment of SFAS No. 123. SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  SFAS
No. 148  amends  the  disclosure  requirements  of SFAS No. 123 to require  more
prominent  and more  frequent  disclosures  in  financial  statements  about the
effects of stock-based  compensation.  This statement is effective for financial
statements  for fiscal years ending after  December 15, 2002.  SFAS No. 148 will
not have any impact on the Company's financial statements as management does not
have any intention to change to the fair value method.

CRITICAL ACCOUNTING POLICIES

         Our discussion and analysis of our financial  conditions and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United States. The preparation of financial  statements require managers to make
estimates  and  judgments  that  affect  the  reported  amounts  of  assets  and
liabilities,  revenues and expenses and disclosures on the date of the financial
statements. On an on-going basis, we evaluate our estimates,  including, but not
limited  to,  those  related to revenue  recognition  and license  fees.  We use
authoritative pronouncements, historical experience and other assumptions as the
basis for making  judgements.  Actual results could differ from those estimates.
We believe  that the  following  critical  accounting  policies  affect our more
significant  judgments  and  estimates in the  preparation  of our  consolidated
financial statements.

Revenue Recognition

         Revenue  is  recorded  at the  time  of  merchandise  shipment,  net of
provisions  for  returns.  License  fees  are  earned  over the  license  period
according  to the terms of the license  agreement  and  interpretative  guidance
provided  by Staff  Accounting  Bulletin  (SAB) No.  101.  The  majority  of the
Company's sales are to distributors  and licensees,  and these  distributors and
licensees have no right to return products.

License Fees

         The  Company  capitalizes  license  fees paid for the rights to use new
pheromone  discoveries,  and rights for additional  REALM and  innerREALM  sales
territories.  License  agreements  that have a finite  useful life are amortized
using  the  straight-line  method  over  the  life  of  the  agreement.  License
agreements  for  pheromones and products that are not yet for available for sale
are not subject to  amortization  in  accordance  with  Statement  of  Financial
Accounting Standards No. 142: Goodwill and Other Intangible Assets.

         The Company continually  evaluates whether events or circumstances have
occurred that indicate the remaining  estimated value of the license  agreements
may not be  recoverable.  When factors  indicate  that the value  license may be
impaired,  the Company  estimates  the  remaining  value and reduces the license
agreement to that amount.

Subsequent Event

         On April 14, 2003 the Company  sold to Niche  Marketing  the assets and
worldwide  ownership  rights  to the  REALM(R)  Women,  REALM(R)  Men and  inner
REALM(R) product lines.  Included in the sale were all trademarks,  trade names,
trade dress,  goodwill and inventory.  The following pro forma balance sheet and
income statement  presents the effect that the sale of REALM(R) Women,  REALM(R)
Men and inner  REALM(R)  product line would have had on the Company's  March 31,
2003  operating  results  and on the  balance  sheet  had the  transaction  been
completed during the current period.

                                       12
<PAGE>


                         Human Pheromone Sciences, Inc.

                     Consolidated Balance Sheet - Pro Forma
                                 March 31, 2003

<TABLE>
<CAPTION>
                                                                                        As                                 Pro Forma
(in thousands except share data)                                                     reported          Adjustments          balance
                                                                                     --------          -----------          -------
<S>                                                                                  <C>                <C>                <C>
Assets
Current assets:
  Cash and cash equivalents                                                          $  1,533           $  1,291           $  2,824
  Accounts receivable, net of allowances of $70                                            59                186                245
  Inventory, net                                                                          107               --                  107
  Assets of discontinued operations                                                       491               (491)              --
  Other current assets                                                                     41               --                   41
                                                                                     --------           --------           --------
Total current assets                                                                    2,231                986              3,217

Property and equipment, net                                                                 4               --                    4
Product licenses                                                                           50               --                   50
                                                                                     --------           --------           --------

                                                                                     $  2,285           $    986           $  3,271
                                                                                     ========           ========           ========

Liabilities, Convertible Redeemable Preferred Stock and
Shareholders' Deficiency

Current liabilities:
  Accounts payable                                                                   $    183           $                  $    183
  Liabilities for discontinued operations                                                 321               (321)              --
  Accrued income taxes                                                                   --                  122                122
  Accrued professional fees                                                                32               --                   32
  Accrued vacation                                                                         42               --                   42
  Other accrued expenses                                                                   19               --                   19
                                                                                     --------           --------           --------
Total current liabilities                                                                 597               (199)               398

Commitments and Contingencies

Convertible redeemable preferred stock:
  Preferred stock, issuable in series, no par value,
    10,000,000 shares authorized:
    Series AA 1,433,333 convertible shares issued
      and outstanding, total liquidation value $2,150;                                  2,146               --                2,146
    Series BB 17,448 convertible shares issued and
      outstanding, total liquidation value $1,745                                       1,560               --                1,560
                                                                                     --------           --------           --------
Total convertible redeemable preferred stock                                            3,706               --                3,706
                                                                                     --------           --------           --------

Shareholders' deficiency:
  Common stock, no par value, 13,333,333 shares
    authorized, 3,429,839 shares issued and outstanding                                17,667               --               17,667
  Accumulated deficit                                                                 (19,685)             1,185            (18,500)
                                                                                     --------           --------           --------
Total shareholders' deficiency                                                         (2,018)             1,185               (833)
                                                                                     --------           --------           --------
                                                                                     $  2,285           $    986           $  3,271
                                                                                     ========           ========           ========
</TABLE>

                                       13
<PAGE>

                         Human Pheromone Sciences, Inc.

                    Consolidated Statements of Operations and
                     Comprehensive Income (Loss) - Pro Forma
                       Three months ending March 31, 2003

<TABLE>
<CAPTION>
                                                                                           As                              Pro Forma
(in thousands except per share data)                                                    reported         Adjustments        balance
                                                                                        --------         -----------        -------
<S>                                    <C>                                               <C>               <C>              <C>
Net revenue, including license fees of $463                                              $   218           $  --            $   218
Cost of goods sold                                                                            65              --                 65
                                                                                         -------           -------          -------

Gross profit                                                                                 153              --                153
                                                                                         -------           -------          -------

Operating expenses:
    Research and development                                                                   3              --                  3
    Selling, general and administrative                                                      263              --                263
                                                                                         -------           -------          -------

Total operating expenses                                                                     266              --                266
                                                                                         -------           -------          -------

Loss from operations                                                                        (113)             --               (113)
                                                                                         -------           -------          -------

Other (expense) income
    Interest income (expense)                                                                  3              --                  3
    Other (expense)                                                                         --                --               --
                                                                                         -------           -------          -------
Total other income (expense)                                                                   3              --                  3
                                                                                         -------           -------          -------

Net loss from on-going operations                                                           (110)             --               (110)

Net income and net gain assets to be sold                                                     72             1,185            1,257
                                                                                         -------           -------          -------

Net income (loss) available to common shareholders                                       $   (38)          $ 1,185          $ 1,147
                                                                                         =======           =======          =======

Net (loss) per common share-basic
      From on-going operations                                                           $ (0.03)          $  --            $ (0.03)
      From discontinued operations                                                       $  0.02           $  0.35          $  0.37
      Net income (loss)                                                                  $ (0.01)          $  0.35          $  0.34

Net (loss) per common share-fully diluted
     From continuing operations                                                                                             $ (0.02)
     From discontinued operations                                                                                           $  0.24
     Net income (loss)                                                                                                      $  0.22

Weighted average common shares outstanding - basic                                         3,430                              3,430
                                                                                         =======                            =======

Weighted average common shares outstanding - fully diluted                                                                    5,136
                                                                                                                            =======
</TABLE>

                                       14
<PAGE>

Item 3.  Controls and Procedures

Within 90 days prior to the date of this report,  we carried out an  evaluation,
under the supervision and with the  participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure  controls and  procedures.  Based on this  evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information  required to be included in our periodic  SEC reports.  It should be
noted that the design of any system of  controls  is based in part upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions, regardless of how remote.

         In addition, we reviewed our internal controls,  and there have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.

                                       15
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K - None


Exhibit 99.1      Certifications  of Chief Executive Officer and Chief Financial
                  Officer Pursuant to U.S.C. 1350

                                       16
<PAGE>

                                   SIGNATURES

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


                                            HUMAN PHEROMONE SCIENCES, INC.
                                            Registrant

Date:  May 13, 2003                         /s/ William P. Horgan
                                            ------------------------------------
                                            William P. Horgan
                                            Chairman and Chief Executive Officer




Date:  May 13, 2003                         /s/ Gregory S. Fredrick
                                            ------------------------------------
                                            Gregory S. Fredrick
                                            Vice President Finance

                                       17
<PAGE>

                                 CERTIFICATIONS


I , William P. Horgan, certify that:

         1.I  have  reviewed  this  quarterly  report  on Form  10-QSB  of Human
Pheromone Sciences, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities , particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 13, 2003

/s/ William P. Horgan
---------------------
Chairman and Chief Executive Officer

                                       18
<PAGE>

I, Gregory S. Fredrick, certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-QSB  of Human
Pheromone Sciences, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 13, 2003

/s/ Gregory S. Fredrick
------------------------
Chief Financial Officer

                                       19