UNITED STATES 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 quarterly period ended June 30, 2004
                                                 -------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR A5(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934



                         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 Identification No.)
incorporation or organization)

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


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


                                 Not applicable
          -------------------------------------------------------------
          (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:  4,151,954 shares of Common
Stock as of July 23, 2004.


<PAGE>
<TABLE>

                                           HUMAN PHEROMONE SCIENCES, INC.

                                                        INDEX
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>               <C>                                                                                             <C>
PART I
FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Balance Sheets as of June 30, 2004 (Unaudited) and December 31, 2003........................... 3

                  Statements of Operations (Unaudited) for the Three and Six Months Ended
                  June 30, 2004 and 2003......................................................................... 4

                  Statements of Cash Flows (Unaudited) for the Six Months Ended
                  June 30, 2004 and 2003......................................................................... 5

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

         Item 2.  Management's Discussion and Analysis

                  Management's Discussion and Analysis of Financial Conditions and Results of Operations ........ 7

         Item 3.  Controls and Procedures......................................................................... 11

PART II
OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K ................................................................ 12

SIGNATURES........................................................................................................ 13
</TABLE>

                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements
-------  --------------------
<TABLE>

                                                         Human Pheromone Sciences, Inc.
                                                                 Balance Sheets

<CAPTION>
                                                                                               June 30,                 December 31,
(in thousands except share data)                                                                 2004                       2003
                                                                                               --------                    --------
                                                                                             (unaudited)
<S>                                                                                            <C>                         <C>
Assets

Current assets:
  Cash and cash equivalents                                                                    $  1,473                    $  1,950
  Accounts receivable, net of allowances of $4,000 at each date                                      79                          38
  Inventories, net                                                                                   74                          52
  Other current assets                                                                               46                          19
                                                                                               --------                    --------
Total current assets                                                                              1,672                       2,059

Property and equipment, net                                                                          22                           9
                                                                                               --------                    --------
                                                                                               $  1,694                    $  2,068
                                                                                               ========                    ========

Liabilities, Convertible Redeemable Preferred Stock and Shareholders' Equity
Current liabilities:
 Accounts payable                                                                              $     40                    $     23
 Accrued professional fees                                                                           42                          54
 Accrued employee benefits                                                                           28                          39
 Accrued income tax                                                                                  23                          24
 Other accrued expenses                                                                              28                          33
                                                                                               --------                    --------
    Total current liabilities                                                                       161                         173
                                                                                               --------                    --------


Convertible redeemable preferred stock:
  Preferred stock, issuable in series, no par value, 10,000,000 shares authorized,
    Series AA 100,000 convertible shares issued and outstanding at December 31,
    2003 (total liquidation value $150); none at June 30, 2004                                     --                           150
                                                                                               --------                    --------
    Total liabilities                                                                               161                         323

Commitments and Contingencies

Shareholders' equity:
   Common stock, no par value, 13,333,333 shares authorized, 4,151,954 and
    4,105,116 shares issued and outstanding at each date, respectively                           20,809                      20,659
   Accumulated deficit                                                                          (19,276)                    (18,914)
                                                                                               --------                    --------
Total shareholders' equity                                                                        1,533                       1,745
                                                                                               --------                    --------
                                                                                               $  1,694                    $  2,068
                                                                                               ========                    ========


<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                                       3
<PAGE>
<TABLE>
                                                         Human Pheromone Sciences, Inc.
                                     Consolidated Statements of Operations and Comprehensive Income (Loss)
                                                                  (unaudited)

<CAPTION>
                                                                         Three months ended June 30,      Six months ended June 30,
                                                                        ----------------------------      --------------------------
(in thousands except per share data)                                       2004            2003            2004              2003
                                                                          -------         -------         -------         ---------
<S>                                                                       <C>             <C>             <C>             <C>
Net revenues                                                                  149              61             408               279
Cost of goods sold                                                             33              19              73                84
                                                                          -------         -------         -------         ---------

Gross profit                                                                  116              42             335               195

Operating Expenses:
   Research and development                                                     7               4              16                 7
   Selling, general and administrative                                        388             264             689               527
                                                                          -------         -------         -------         ---------

Total operating expenses                                                      395             268             705               534
                                                                          -------         -------         -------         ---------

Loss from operations                                                         (279)           (226)           (370)             (339)

Other income
   Interest income (net)                                                        4               5               7                 8

Income tax benefit from on-going operations                                  --                33            --                  33
                                                                          -------         -------         -------         ---------
Loss from on-going operations                                                (275)           (188)           (363)             (298)

Net income from discontinued operations                                      --                 7            --                  79
Net gain from sale of assets                                                    1           1,226               1             1,226
                                                                          -------         -------         -------         ---------

Net income (loss)                                                         $  (274)        $ 1,045         $  (362)        $   1,007
                                                                          =======         =======         =======         =========


Net income (loss) per common share - basic
    From on-going operations                                              $ (0.07)        $ (0.05)        $ (0.09)        $   (0.08)
    From discontinued operations                                          $  0.00         $  0.00         $  0.00         $    0.02
    From assets sold                                                      $  0.00         $  0.33         $  0.00         $    0.34
                                                                          -------         -------         -------         ---------
    Net income (loss)                                                     $ (0.07)        $  0.28         $ (0.09)        $    0.28
                                                                          =======         =======         =======         =========

Net income (loss) per common share - diluted
    From on-going operations                                              $ (0.07)        $ (0.04)        $ (0.09)        $   (0.06)
    From discontinued operations                                          $  0.00         $  0.00         $  0.00         $    0.02
    From assets sold                                                      $  0.00         $  0.26         $  0.00         $    0.24
                                                                          -------         -------         -------         ---------
    Net income (loss)                                                     $ (0.07)        $  0.22         $ (0.09)        $    0.20
                                                                          =======         =======         =======         =========

Weighted average common shares outstanding -basic                           4,106           3,686           4,105             3,558
                                                                          =======         =======         =======         =========
Weighted average common shares outstanding -diluted                         4,106           4,773           4,105             5,011
                                                                          =======         =======         =======         =========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                       4
<PAGE>
                         Human Pheromone Sciences, Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)

                                                       Six months ended June 30,
                                                       -------------------------
(in thousands)                                             2004         2003
                                                         -------      -------


Cash flows from operating activities
Net loss from on-going operations                        $  (362)     $  (298)

 Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
  Depreciation and amortization                                3            2
  Changes in operating assets and liabilities:
    Accounts receivable                                      (41)          41
    Inventories                                              (22)          40
    Other current assets                                     (27)         (30)
    Accounts payable and accrued liabilities                 (12)         (79)
                                                         -------      -------
Net cash used in on-going operating activities              (461)        (324)
Net cash provided by operations of assets sold              --            156
                                                         -------      -------
Net cash used in operating activities                       (461)        (168)


Cash flows provided by (used in) investing activities
Sale of Realm assets                                        --          1,342
Acquisition of fixed assets                                  (16)          (6)
                                                         -------      -------
Net cash provided by (used in) investing activities          (16)       1,336


Cash flows used in financing activities
Purchase of Series BB preferred stock                       --           (505)
                                                         -------      -------
Net cash used in financing activities                       --           (505)


Net increase in cash and cash equivalents                   (477)         663
Cash and cash equivalents at beginning of period           1,950        1,394
                                                         -------      -------
Cash and cash equivalents at end of period               $ 1,473      $ 2,057
                                                         =======      =======

See accompanying notes to financial statements.

                                       5
<PAGE>

                         Human Pheromone Sciences, Inc.
                          Notes to Financial Statements
                                   (unaudited)
                                  June 30, 2004


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(R)
fragrance   products   and  in  April  2003  the  Company  sold  the  REALM  and
innerREALM(R) brands and trademarks to Niche Marketing Group, Inc. The Company's
strategic  focus  is now on  expanding  the  market  for its  existing  patented
pheromones  to  other  consumer  product  and  fragrance  companies  and  to the
development of its internally developed brand of pheromone-based  products under
the Natural  Attraction(R)  brand,  and mood based  products  under the licensed
Demeter Natural  Attraction label. The Company will seek to add to this group of
products  with new,  patented  compounds  that might be  developed  through  the
research efforts that the Company is now directly managing.

Basis of Presentation

         The accompanying  unaudited 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 and six months  ended June 30,
2004 are not necessarily  indicative of the results that may be expected for the
calendar year ending  December 31, 2004. 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, 2003.
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  potential  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 June 30, 2004  consists of finished  goods
inventory valued at $18,000 and raw materials of $56,000.  At December 31, 2003,
these balances were $13,000 and $39,000, respectively.

Earnings (Loss) Per Share

         The Company follows the provisions of SFAS No. 128, Earnings Per Share.
SFAS No. 128 provides for the  calculation  of "Basic" and Diluted"  earning per
share.  Basic earnings  (loss) per share is computed using the  weighted-average
number  of common  shares  outstanding.  Diluted  earnings  (loss)  per share is
computed using the weighted-average  number of common shares and dilutive common
shares  outstanding  during the period.  For the three and six months ended June
30, 2004, options to purchase 80,001 shares of common stock,  respectively,  and
46,323 and 46,331 shares of  convertible  preferred  stock,  respectively,  were
excluded from the  computation of diluted  earnings per share since their effect
would be antidilutive.

                                       6
<PAGE>

As of June 30,  2004 and 2003,  the  unaudited  components  of basic and diluted
earnings per share are as follows (all amounts are in thousands):

                                                                2004      2003
                                                               -------   -------
Net income (loss) available to common shareholders             $  (362)  $ 1,007
                                                               =======   =======

Weighted-average common shares outstanding during the period     4,105     3,558

Incremental shares from assumed conversions of convertible
preferred stock and stock options                                 --       1,453
                                                               -------   -------
Fully diluted weighted-average common shares and potential
commons stock (unaudited)                                        4,105     5,011
                                                               =======   =======


Capital Stock and Stock Options

         The  Company  converted  the  remaining  100,000  shares  of  Series AA
Preferred  Stock into 46,838  shares of common stock as required by the terms of
the  offering.  As  of  June  30,  2004  the  Company  has  no  Preferred  Stock
outstanding. During the quarter 6,666 stock options expired and no stock options
were issued.


2.    SEGMENT INFORMATION

         Revenues by geographic  markets for the three and six months ended June
30, 2004 and 2003 were as follows:

                                        Three months ending    Six months ending
                                              June 30,              June 30,
                                           --------------        --------------
                                           2004      2003        2004      2003
                                           ----      ----        ----      ----
         Markets:
          U.S Markets                      $132      $ 60        $350      $278
          International Markets              17         1          58         1
                                           ----      ----        ----      ----

          Net Sales                        $149      $ 61        $408      $279
                                           ====      ====        ====      ====



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.


CRITICAL ACCOUNTING POLICIES

         Our discussion and analysis of our financial  conditions and results of
operations are based upon our 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


                                       7
<PAGE>

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 judgments.  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.  104.  The  majority  of the
Company's sales are to distributors  and licensees,  and these  distributors and
licensees have no right to return products.


COMPANY OVERVIEW

         On April 14, 2003,  the Company sold to Niche Marking  Group,  Inc. the
assets and  worldwide  ownership  rights to the  REALM(R)  Women,  REALM Men and
innerREALM(R)  product lines. All REALM and innerREALM financial activities have
been  classified as income from  operations  sold as a result of 2003 sale.  The
Company's  operations are focused 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.

         On July 13,  2004 the  Company  signed a  Research  Agreement  with the
University  of Utah to conduct  research  and  provide  services.  The five year
agreement,  which became  effective July 15, 2004,  provides that the University
will provide  professional  research and services for specific research programs
mutually  initiated  by the Company and  accepted by the  University.  While the
University  shall own any  inventions and  improvements  conceived or reduced to
practice from the work performed,  the Company  retains the exclusive  option to
license any  inventions  or  improvements  conceived  or reduced to practice and
market the products developed from the research results.

Results of Operations

Three Months ended June 30, 2004 compared to the Three Months ended
-------------------------------------------------------------------
June 30, 2003
-------------

         Net revenues for the second quarter of 2004 were $149,000, representing
an increase  of 144% from  revenues  of $61,000  for the prior  year's  quarter.
Domestically, revenues were $72,000 greater than the prior year, attributable to
the launch of the Demeter Natural  Attraction(R) product line in April 2004, and
increased  pheromone  sales in the same  quarter.  International  revenues  were
$16,000  greater than the prior year and  represents  sales for both our Natural
Attraction  products and private label  manufacturing  for a new  licensee.  The
increased  international  revenues is  attributable  to increased  private label
sales in 2004 and reduced  sales in 2003 due to  manufacturing  delays caused by
the conversion to new Natural Attraction bottles .

         Net  revenue  for the  quarters  ended  June 30,  2004 and 2003 were as
follows (in thousands):

                                                       2004        2003
                                                       ----        ----
         Markets:
          U.S Markets                                  $132        $ 60
          International Markets                          17           1
                                                       ----        ----
          Net Revenue                                  $149        $ 61
                                                       ====        ====


         Gross  profit for the  quarter  ended June 30, 2004 of $116,000 is 176%
higher than last year's gross profit of $42,000. As a percentage of sales, gross
profit  of 77% was more  than  last  year's  of 68% due to lower  product  costs
realized in the current period.

         Research and  Development  expenses for the second quarters of 2004 and
2003 were $7,000 and $4,000,  respectively.  The Company  incurred  very minimal
expenses  during both periods  since its  independent  research and  development
operations  had not commenced.  Effective  July 15, 2004 the Company's  recently


                                       8
<PAGE>

completed  Research  Agreement  with the  University  of Utah became  effective.
Research and development spending has been limited pending the execution of this
agreement with the University.

         Selling,  general and administrative  expenses of $388,000 are $124,000
more than last years $264,000. Selling, marketing and distribution expenses were
$85,000 more than the prior year as the Company initiated a program to introduce
its  Natural   Attraction(R)  from  Demeter  line  of  fragrances  in  the  U.S.
marketplace.  Sales and  marketing  expenses  incurred  in the  current  quarter
exceeded  the  initial  customer's  shipments.  General and  administrative  and
facility  costs  increased by $36,000,  primarily  as a result of the  Company's
efforts to expand new investment potential and increase its shareholder base.

         The Company earned $4,000 and $5,000 in net interest  income in both of
the periods, respectively.

         The Company  recorded no income tax provision in 2004 and an income tax
benefit for 2003. No provision was recorded in 2004 due 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 June 30, 2004, the Company's  gross deferred tax asset,  which
relates  primarily  to net  operating  losses  carried  forward was  $6,506,000.
However, a full valuation allowance is provided for the gross deferred tax asset
as management can 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 from these product lines have
been  classified  as net income  from  operations  sold and  accounted  for as a
separate line item on the financial statements.

Six Months ended June 30, 2004 as compared to the Six Months ended June 30, 2003
--------------------------------------------------------------------------------

         Net revenues for the six months ended June 30, 2004 were $408,000. This
was a 46%  increase  from net  revenues of $279,000  for the first half of 2003.
Domestically,  revenues were $72,000 greater than the prior year with the launch
of the Natural  Attraction(R)  from Demeter  product line,  increased  pheromone
sales  and  lower  sales  of  the  original  Natural   Attraction(R)   products.
International  revenues were $57,000  greater than the prior year as a result of
higher sales to distributors of private label products.

         Net  revenues  for the six months  ended June 30, 2004 and 2003 were as
follows:

                                                       2004        2003
                                                       ----        ----
         Markets
          U.S Markets                                  $350        $278
          International Markets                          58           1
                                                       ----        ----
          Net Revenues                                 $408        $279
                                                       ====        ====


         Gross profit for the first half of 2004  increased 71% to $335,000 from
$195,000 in 2003.  The  increase  is the result of the higher  sales  levels,  a
favorable  sales mix and reduced  product costs.  Gross margin  increased to 82%
compared to 70% in 2003 as a result of the reduced product costs.

         Research and  Development  expenses for the first half of 2004 and 2003
were $16,000 and $7,000,  respectively.  Effective  July 15, 2004 the  Company's
recently  completed  Research  Agreement  with  the  University  of Utah  became
effective.  Research  and  development  spending  has been  limited  pending the
execution of this agreement with the University.

         Selling, general and administrative expenses for the first half of 2004
were $689,000 and $527,000 for the comparable period of 2003. Selling, marketing
and  distribution  expenses are $120,000 more than the prior year as the Demeter
Natural Attraction product line was launched in April 2004 and the Company began
efforts to license the Natural  Attraction brand.  Selling,  administrative  and
facilities  expense were $ 41,000 more than last year primarily due to increased
investor relation costs and general cost increases.

         The Company's  cash balances  generated  $8,000 in net interest  income
during the first half of 2004,  as compared to $9,000 in 2003.  The  decrease is
due to reduced cash balances.

                                       9
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         At  June  30,  2004,  the  Company  had  cash  of  $1,473,000  with  no
outstanding  bank  borrowings.  At December 31, 2003,  it had cash of $1,950,000
with no outstanding bank borrowings and working capital of $1,886,000.  Net cash
used in  on-going  activities  for the  second  quarter of 2004 of  $254,000  is
consistent with last years $243,000.

         On April 26, 2004, the Company renewed its Business Loan Agreement with
Mid-Peninsula  Bank  of Palo  Alto,  California  (the  "Bank")  providing  for a
revolving  line of credit.  The Company may borrow up to $500,000 at an interest
rate equal to the Bank's prime rate plus 0.75% with borrowings secured primarily
by the Company's trade receivables and inventory.  The agreement,  which expires
on May 3, 2005,  contains certain  debt-to-equity and working capital covenants.
At June 30, 2004 the Company was in  compliance  with such  covenants and had no
amounts outstanding under this agreement.

         The  Company  converted  the  remaining  100,000  shares  of  Series AA
Preferred  Stock into 46,838  shares of common stock as required by the terms of
the  offering.  As  of  June  30,  2004  the  Company  has  no  Preferred  Stock
outstanding.

         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.


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, beginning
in May 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,  it has not to date, and the Company's license
based business model may not be successful in the future.

         The  Company  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 with which they 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 fragrances  and toiletries 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 Company's or its  licensees/distributors  product
lines.

         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 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  royalty  income and could
cause significant fluctuations in its quarterly results.

         The Company may 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


                                       10
<PAGE>

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  and  its  distributors/licensees  rely  upon  other  companies  to
manufacture its pheromones,  supply  components,  and to blend, fill and package
its fragrance products.  The Company and its  distributors/licensees  may not be
able to obtain or  retain  pheromones  manufacturers,  fragrance  suppliers,  or
component  manufacturers  on  acceptable  terms.  This  would  adversely  affect
operating results.


Item 3.  Controls and Procedures
--------------------------------

         Evaluation  of  Disclosure  Controls  and  Procedures.  Based  on their
evaluation as of the end of the period covered by this Quarterly  Report on Form
10-QSB,  our chief executive  officer and chief financial officer have concluded
that our disclosure  controls and procedures (as defined in Rules  13a-15(e) and
15d-15(e) of the  Securities  Exchange Act of 1934) are effective to ensure that
information  required to be  disclosed  by us in reports  that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.

         Changes in Internal  Control Over  Financial  Reporting.  There were no
changes  in  our  internal  control  over  financial  reporting   identified  in
connection  with our evaluation  that occurred  during our second fiscal quarter
that have materially  affected,  or are reasonably likely to materially  affect,
our internal control over financial reporting.



                                       11
<PAGE>
                                     PART II
                                OTHER INFORMATION



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

     a.   Exhibits

               Exhibit 10.30    Promissory  Note with  Mid-Peninsula  Bank dated
                                April 26, 2004

               Exhibit 10.31    Research   Agreement  with  University  of  Utah
                                effective July 15, 2004

               Exhibit 31.1     Certification  Pursuant  to  Section  302 of the
                                Sarbanes-Oxley Act

               Exhibit 31.2     Certification  Pursuant  to  Section  302 of the
                                Sarbanes-Oxley Act

               Exhibit 32       Certification  of Chief  Executive  Officer  and
                                Chief  Financial  Officer  Pursuant to 18 U.S.C.
                                1350

     b.   Reports on Form 8-K

               None




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<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.





Date:  August 11, 2004                     /s/ William P. Horgan
                                           -------------------------------------
                                           William P. Horgan
                                           Chairman and Chief Executive Officer




Date:  August 11, 2004                     /s/ Gregory S. Fredrick
                                           -------------------------------------
                                           Gregory S. Fredrick
                                           Chief Financial Officer





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