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, 2001
                                            --------------

     [ ]  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

              46750 Fremont Boulevard, Suite 200, Fremont, CA 94538
              -----------------------------------------------------
          (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
[ ]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         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 5, 2001.


<PAGE>


<TABLE>
                         HUMAN PHEROMONE SCIENCES, INC.
<CAPTION>
                                      INDEX
                                                                                                               Page
<S>                                                                                                               <C>
PART I
FINANCIAL INFORMATION

         Item 1. Financial Statements

                  Consolidated Balance Sheets as of March 31, 2001 (Unaudited)
                  and December 31, 2000............................................................................3

                  Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the
                  Three Months Ended March 31, 2001 and 2000.......................................................4

                  Consolidated Statements of Cash Flows (Unaudited) for the Three Months
                  Ended March 31, 2001 and 2000....................................................................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

PART II
OTHER INFORMATION

         Item 3. Quantitative and Qualitative Diclosures about Market Risk........................................11

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

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

                                       1
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Financial Statements


                                       2
<PAGE>

<TABLE>
                         Human Pheromone Sciences, Inc.
                           Consolidated Balance Sheets
<CAPTION>
                                                                  March 31, December 31,
(in thousands except share data)                                    2001        2000
------------------------------------------------------------      --------    --------
                                                                (unaudited)
<S>                                                               <C>         <C>
Assets
Current assets:
  Cash and cash equivalents                                       $  1,012    $    982
   Accounts receivable, net of allowances at each period               657         754
  Inventories                                                          341         347
  Other current assets                                                 187         105
                                                                  --------    --------
Total current assets                                                 2,197       2,188

Property and equipment, net                                             13          16
                                                                  --------    --------
                                                                  $  2,210    $  2,204
                                                                  ========    ========

Liabilities, Convertible Redeemable Preferred Stock and
Shareholders' Deficiency

Current liabilities:
 Accounts payable                                                 $     90    $     85
 Accrued professional fees                                              62          83
 Accrued vacation                                                       32          24
 Other accrued expenses                                                 67          60
 Deferred income                                                      --            20
                                                                  --------    --------
Total current liabilities                                              251         272
                                                                  --------    --------

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                                              (19,347)    (19,377)
  Foreign currency translation                                         (67)        (64)
                                                                  --------    --------
Total shareholders' deficiency                                      (1,747)     (1,774)
                                                                  --------    --------
                                                                  $  2,210    $  2,204
                                                                  ========    ========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


                                       3
<PAGE>
<TABLE>
                         Human Pheromone Sciences, Inc.

      Consolidated Statements of Operations and Comprehensive Income (Loss)
                                   (unaudited)
<CAPTION>
                                                                   Three months
                                                                   ended March 31,
-----------------------------------------------------------      ------------------
(in thousands except per share data)                              2001       2000
                                                                 -------    -------
<S>                                                              <C>        <C>
Net sales ( including license fees of $325 and $245
    in 2001 and 2000, respectively.)                             $   629    $ 1,533
Cost of goods sold                                                   226        546
                                                                 -------    -------
Gross profit                                                         403        987
                                                                 -------    -------

Operating expenses:
    Research and development                                          85         80
    Selling, general and administrative                              295      1,188
                                                                 -------    -------

Total operating expenses                                             380      1,268
                                                                 -------    -------

Income (loss) from operations                                         23       (281)
                                                                 -------    -------

Other income (expense):
    Interest income (expense)                                          8        (22)
    Other (expense)                                                   (1)        (2)
                                                                 -------    -------
Total other income (expense)                                           7        (24)

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

Net income (loss) available to common shareholders                    30       (305)

Other comprehensive loss - translation adjustment                     (3)        (7)
                                                                 -------    -------

                                                                 $    27    $  (312)
                                                                 =======    =======

                                                                 $   .01    $ (0.09)
                                                                 =======    =======


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

Convertible redeemable preferred stock                             1,604       --
                                                                 -------    -------

Weighted average common shares outstanding - diluted               5,034      3,430
                                                                 =======    =======
</TABLE>

                                       4
<PAGE>
                         Human Pheromone Sciences, Inc.

                      Consolidated Statements of Cash Flows
                                   (unaudited)

                                                            Three months
                                                           ended March 31,
                                                          ------------------
(in thousands)                                             2001      2000
                                                          -------    -------

Cash flows from operating activities                      $    30    $  (305)
Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
  Depreciation and amortization                                 3          4
  Changes in operating assets and liabilities:
    Accounts receivable                                        97      1,119
    Inventories                                                 6        329
    Other current assets                                      (82)         5
    Accounts payable and accrued liabilities                  (21)      (634)
                                                          -------    -------
Net cash provided by operating activities                      33        518
                                                          -------    -------

Cash flows from investing activities
  Purchase of property and equipment                         --           (2)
                                                          -------    -------

Cash flows from financing activities
  Proceeds from bank borrowings                              --          150
  Repayment of bank borrowings                               --
  Proceeds from issuance of convertible preferred stock      --          260
                                                          -------    -------
Net cash provided by financing activities                    --          440
                                                          -------    -------

Effect of exchange rate changes on cash                        (3)        (7)
                                                          -------    -------

Net increase in cash and cash equivalents                      30         69
Cash and cash equivalents at beginning of period              982        108
                                                          -------    -------
Cash and cash equivalents at end of period                $ 1,012    $   177
                                                          =======    =======

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>



                         Human Pheromone Sciences, Inc.

                   Notes to Consolidated Financial Statements
                                   (unaudited)

                                 March 31, 2001

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. The Company currently
sells its REALM  fragrance  lines through  distributors  in selected  markets in
South East Asia,  and licenses and sells its human  pheromones  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 Rule 10-01 of
Regulation  S-X.  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, 2001 are
not necessarily  indicative of the results that may be expected for the calendar
year  ending  December  31,  2001.  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, 2000.
Certain prior period  balances have been  reclassified to conform to the current
period presentation.

Inventories

         Inventories  are  stated  at the  lower of cost  (first  in - first out
method) or market.  The inventory at March 31, 2001  consists of finished  goods
inventory valued at $247,000,  work in process of $16,000,  and raw materials of
$78,000.  At December  31,  2000,  these  balances  were  $263,000,  $13,000 and
$71,000, respectively.

Income Taxes

         The Company recorded no income tax provision in 2001 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,  2001,  the  Company's  gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,677,000.  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.

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,  2001 no common or  preferred
stock was issued,  no common stock  options  were granted and no issued  options
were exercised.


                                       6
<PAGE>
2. SUBSEQUENT EVENT

The Company  entered into a new three year  operating  lease  agreement  for its
office facility  effective April 1, 2001. The lease provides for initial monthly
payments of $5,036,  subject to annual minimum  increases  based on the consumer
price index,  and the payment of common area  maintenance  fees.  Annual minimum
payments required under the lease are as follows:

                  Year ended December 31,
                      2001                      $45,300
                      2002                       60,400
                      2003                       60,400
                      2004                       15,100
                                               --------
                                               $181,200
                                               ========


                                       7
<PAGE>

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.

Risk Factors

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

         During the three months ended March 31, 2001, the Company has sustained
its first  quarterly  operating  profit since 1997.  Effective May 1, 2000,  the
Company  refocused  its business  model based on product  licensing  agreements.
While the Company had  profitable  operations  during the first quarter of 2001,
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 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.

         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 by 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.

         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


                                       8
<PAGE>
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  Pherin  and  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.

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 is 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.  Accordingly, the data for the three months ended March 31, 2001 would
not  include  this  business  while the data for the prior  year  quarter  would
reflect the  department  store  operations for the entire  periode,  making some
line-by-line comparisons between both periods difficult.

Three Months  ended March 31, 2001  compared to the Three Months ended March 31,
2000

         Net sales and  revenues  for the first  quarter of 2001 were  $629,000,
representing  a decrease of 59% from sales of  $1,533,000  for the prior  year's
quarter.  This  decrease is due to the  absence of sales to the U.S.  department
stores and selected overseas  markets,  the business licensed to Niche marketing
in April 2000. The sales of pheromones under license agreements increased by 29%
to $325,000 in the current year period.

         The $176,000,  or 138%,  increase in sales to International  markets in
the current  period is a result of the  Company's  focus on  building  its REALM
business in Southeast  Asia. Net sales for the quarters ended March 31, 2001 and
2000 were as follows (in thousands).

                                                    2001              2000
--------------------------------------------------------------------------------
 Markets:
  U.S. Retail & Distributor Markets              $     --        $     1,153
  License and Supply Revenues                          325               252
  International Markets                                304               128
                                                    -------         ---------

  Net Sales                                      $     629       $     1,533
                                                    =======         =========


         Gross  profit for the quarter  ended March 31, 2001  declined by 59% to
$403,000 from  $987,000 in the prior year due to the reduced sales volume.  As a
percentage of sales, gross profit of 64% was comparable with last year of 64%.

         Research and  Development  expenses for the first  quarters of 2001 and
2000 were $85,000 and $80,000,  respectively.  These costs  principally  reflect
payments and costs under the Company's consulting agreements in this area.


                                       9
<PAGE>
         Selling,  general and  administrative  expenses  decreased  $893,000 to
$295,000 in the first  quarter of 2001 from  $1,188,000  in the first quarter of
2000.  Advertising,  selling, and marketing expenses were $870,000 less than the
prior year as a result of the license of the U.S.  department  store business in
April 2000. General and  administrative  costs were $23,000 lower in the current
year's quarter, primarily as a result of lower staffing levels.

         The Company  earned  $8,000 in net interest  income in the current year
quarter and incurred $22,000 in net interest expense during the first quarter of
2000. The Company had average cash balances of approximately  $1,000,000  during
the first quarter of 2001, while having outstanding borrowings under its line of
credit in the prior year quarter.

         The Company recorded no income tax provision in 2001 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,  2001,  the  Company's  gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,677,000.  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.

LIQUIDITY

         At  March  31,  2001,  the  Company  had  cash  of  $1,012,000  with no
outstanding  bank  borrowings and working  capital of  $1,946,000;  at March 31,
2000, it had outstanding  borrowings of $200,000  against its $3,000,000 line of
credit and working  capital was  $2,002,000.  For the first quarter of 2001, net
cash generated from operating  activities was $33,000.  For the first quarter of
2000, net cash generated from operating activities was $518,000.

         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 June 1998, the FASB issued SFAS No. 133,  "Accounting for Derivative
Instruments  and  Hedging  Activities".  SFAS  No.  133  requires  companies  to
recognize  all  derivatives  contracts as either  assets or  liabilities  in the
balance sheet and to measure them at fair value. If certain  conditions are met,
a derivative may be specifically  designated as a hedge,  the objective of which
is to match the timing of gain or loss  recognition  on the  hedging  derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are  attributable  to the hedged risk or (ii) the earnings effect
of the hedged  forecasted  transaction.  For a derivative  not  designated  as a
hedging  instrument,  the gain or loss is  recognized in income in the period of
change.  SFAS No. 133, as amended by SFAS No. 137, is  effective  for all fiscal
quarters of fiscal quarters of fiscal years beginning after June 15, 2000.

The Company has not entered into derivatives  contracts either to hedge existing
risks or for  speculative  purposes.  Accordingly,  there was no material impact
from the adoption of the new standard on January 1, 2001.

         In December 1999, the SEC staff issued Staff Accounting  Bulletin (SAB)
No.  101,   Revenue   Recognition  in  Financial   Statements,   which  provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in financial statements.  SAB No. 101 must be applied to financial statements no
later than the quarter ended  September 30, 2000.  There was no material  impact
from the application of SAB 101 on the Company's financial position,  results of
operations, or cash flows.

         In  March  2000,  the  FASB  issued  Interpretation  No.  44 (FIN  44),
Accounting  for  Certain   Transactions   Involving   Stock   Compensation,   an
interpretation  of APB  Opinion  No. 25. FIN 44  clarifies  the  application  of
Opinion No. 25 for (a) the  definition  of an employee  for purposes of applying
Opinion No. 25, (b) the criteria for  determining  whether a plan qualifies as a
non-compensatory plan, (c) the accounting  consequences of various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business  combination.  FIN 44
became  effective July 2, 2000, but certain  conclusions  cover specific  events
that occur after either  December 15, 1998, or January 12, 2000.  FIN 44 did not
have  a  material  impact  on  the  Company's  financial  position,  results  of
operations, or cash flows.


                                       10
<PAGE>

Item 3A.  Quantitative and Qualitative Disclosures about Market Risk

Foreign  Currency  Exchange Risk. All of the Company's  sales are denominated in
U.S.  dollars,  and as a result  the  Company  has  little  exposure  to foreign
currency  exchange risk. The effect of an immediate 10% change in exchange rates
would not have a material impact on the Company's  future  operating  results or
cash flows.


                                       11
<PAGE>
PART II

                                OTHER INFORMATION

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


                                       12
<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 11, 2001                        /s/ William P. Horgan
                                           -------------------------------------
                                           William P. Horgan
                                           Chairman and Chief Executive Officer




Date:  May 11, 2001                        /s/ Gregory S. Fredrick
                                           -------------------------------------
                                           Gregory S. Fredrick
                                           Vice President Finance