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, 2002
                                            --------------

       [ ]       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 [ ]

                   (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 3, 2002.

<PAGE>
                         HUMAN PHEROMONE SCIENCES, INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
PART I
FINANCIAL INFORMATION
<S>                                                                                                              <C>
         Item 1. Financial Statements

                  Consolidated Balance Sheets as of March 31, 2002 (Unaudited)
                  and December 31, 2001...........................................................................4

                  Consolidated Statements of Operations and Comprehensive Income
                  /Loss (Unaudited) for the For the Three Months Ended
                  March 31, 2002 and 2001.........................................................................5

                  Consolidated Statements of Cash Flows (Unaudited) for the Three Months
                  Ended March 31, 2002 and 2001...................................................................6

                  Notes to Consolidated Financial Statements (Unaudited)..........................................7

         Item 2. Management's Discussion and Analysis

                  Management's Discussion and Analysis of Financial Condition and Results of Operations..........10

         Item 3. Quantitative and Qualitative Disclosures about Market Risk......................................14

PART II
OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K  ..............................................................15

SIGNATURES.......................................................................................................16
</TABLE>


                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

                                       3
<PAGE>

                         Human Pheromone Sciences, Inc.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                           March 31,      December 31,
(in thousands except share data)                                             2002             2001
----------------------------------------------------------------------     --------         --------
                                                                         (unaudited)
<S>                                                                        <C>              <C>
Assets

Current assets:
  Cash and cash equivalents                                                $  1,461         $  1,355
  Accounts receivable, net of allowances of $6,000
   and $6,000 in 2002 and 2001, respectively                                    382              803
  Inventories                                                                   406              378
  Other current assets                                                          195               31
                                                                           --------         --------
Total current assets                                                          2,444            2,567
Property and equipment, net                                                       7                8
Product licenses                                                                204               50
                                                                           --------         --------
                                                                           $  2,655         $  2,625
                                                                           ========         ========

Liabilities, Convertible Redeemable Preferred Stock and
Shareholders' Deficiency

Current liabilities:
 Accounts payable                                                          $    250         $    230
 Deferred income                                                                315              315
 Accrued professional fees                                                       26               53
 Accrued vacation                                                                35               32
 Accrued sales returns                                                           44               44
 Other accrued expenses                                                          14               14
                                                                           --------         --------
Total current liabilities                                                       684              688
                                                                           --------         --------
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                                                      (19,334)         (19,368)
         Foreign currency translation                                           (68)             (68)
                                                                           --------         --------
Total shareholders' deficiency                                               (1,735)          (1,769)
                                                                           --------         --------
                                                                           $  2,655         $  2,625
                                                                           ========         ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                        4
<PAGE>

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

<TABLE>
<CAPTION>
                                                          Three months ended March 31,
                                                          ----------------------------
(in thousands except per share data)                         2002            2001
-----------------------------------------------------       -------         -------
<S>                                                         <C>             <C>
Net revenue                                                 $   642         $   629
Cost of goods sold                                              237             226
                                                            -------         -------
Gross profit                                                    405             403
                                                            -------         -------
Operating expenses:
  Research and development                                       80              85
  Selling, general and administrative                           291             295
                                                            -------         -------
Total operating expenses                                        371             380
                                                            -------         -------
Income from operations                                           34              23
                                                            -------         -------
Other income (expense):
  Interest income (net)                                           6               8
  Amortization of intangibles                                    (6)           --
  Other (expense)                                              --                (1)
                                                            -------         -------
Total other income                                             --                 7
                                                            -------         -------
Net income available to common shareholders                      34              30
Other comprehensive loss - translation adjustment              --                (3)
                                                            -------         -------
Comprehensive income                                        $    34         $    27
                                                            =======         =======
Net income per common share-basic and fully diluted         $  0.01         $  0.01
                                                            =======         =======

Weighted average common shares outstanding                    3,430           3,430
Convertible redeemable preferred stock                        1,706           1,604
                                                            -------         -------
Weighted average common shares outstanding - diluted          5,136           5,034
                                                            =======         =======
</TABLE>

See accompanying notes to consolidated financial statements.


                                        5
<PAGE>

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

<TABLE>
<CAPTION>
                                                               Three months ended March 31,
                                                               ----------------------------
(in thousands)                                                     2002            2001
--------------------------------------------------------        -------         -------
<S>                                                             <C>             <C>
Cash flows from operating activities
Net income                                                      $    34         $    30
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Depreciation and amortization                                       7               3
  Changes in operating assets and liabilities:
  Accounts receivable                                               421              97
  Inventories                                                       (28)              6
  Other current assets                                             (164)            (82)
  Accounts payable and accrued liabilities                           (4)            (21)
                                                                -------         -------
Net cash provided by operating activities                           266              33
                                                                -------         -------

Cash flows used in investing activities
         Acquisition of licenses                                   (160)           --
                                                                -------         -------

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

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

Net increase in cash and cash equivalents                           106              30
Cash and cash equivalents at beginning of period                  1,355             982
                                                                -------         -------
Cash and cash equivalents at end of period                      $ 1,461         $ 1,012
                                                                =======         =======
</TABLE>

See accompanying notes to consolidated financial statements.


                                        6
<PAGE>

                         Human Pheromone Sciences, Inc.

                   Notes to Consolidated Financial Statements
                                   (unaudited)

                                 March 31, 2002

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 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, 2002 are
not necessarily  indicative of the results that may be expected for the calendar
year  ending  December  31,  2002.  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, 2001.
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, 2002  consists of finished  goods
inventory valued at $108,000,  work in process of $35,000,  and raw materials of
$263,000.  At December 31,  2001,  these  balances  were  $119,000,  $36,000 and
$223,000, respectively.

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.


                                        7
<PAGE>
         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 2002 or 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, 2002, the Company's gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,183,000.  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, 2002 and  2001(unaudited),  the  components of basic
and diluted earnings per share are as follows (all amounts are in thousands):

<TABLE>
<CAPTION>
                                                                     2002          2001
                                                                    ------        ------

<S>                                                                 <C>           <C>
Net income available to common shareholders                         $   34        $   30
                                                                    ======        ======

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

Incremental shares from assumed conversions of convertible
preferred stock                                                      1,706         1,604
                                                                    ------        ------
Fully diluted weighted-average common shares and potential
commons stock (unaudited)                                            5,136         5,034
                                                                    ======        ======
</TABLE>

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,  2002 no common or  preferred
stock was issued,  no common stock  options  were granted and no issued  options
were exercised.


                                        8
<PAGE>

Recent Accounting  Pronouncements

         In June  2001,  the FASB  issued  SFAS No.  143,  Accounting  for Asset
Retirement  Obligations.  This statement applies to legal obligations associated
with the  retirement  of  long-lived  assets that  result from the  acquisition,
construction,  development,  and/or the normal  operation of long-lived  assets,
except for certain  obligations of lessees.  This statement is not applicable to
the Company.

         In July 2001, the FASB issued SFAS NO. 141, Business Combinations. This
statement addresses financial accounting and reporting for business combinations
and supersedes  Accounting Principles Bulleting ("ABP") Opinion No. 16, Business
Combinations,  and SFAS No. 38, Accounting for Pre-Acquisition  Contingencies of
Purchased Enterprises.  All business combinations in the scope of this statement
are to be accounted for using one method, the purchase method. The provisions of
this statement apply to all business combinations initiated after June 30, 2001.
Use of the  pooling-of-interests  method  for  those  business  combinations  is
prohibited.  This statement also applies to all business combinations  accounted
for using the purchase  method for which the date of acquisition is July 1, 2001
or later. This statement is not applicable to the Company.

         In July  2001,  the  FASB  issued  SFAS No,  142,  Goodwill  and  Other
Intangible Assets. This statement  addresses financial  accounting and reporting
for acquired goodwill and other intangible assets and supersedes APB Opinion No.
17,  Intangible  Assets.  It addresses how  intangible  assets that are acquired
individually  or with a group  of other  assets  (but not  those  acquired  in a
business combination) should be accounted for in financial statements upon their
acquisition.  This statement  also  addresses how goodwill and other  intangible
assets should be accounted for after they have been initially  recognized in the
financial statements.  It is effective for fiscal years beginning after December
15,  2001.  Early  application  is  permitted  for  entities  with fiscal  years
beginning  after  March 15,  2001,  provided  that the first  interim  financial
statements have not been issued previously. This statement was not applicable to
the Company in 2001, and has been adopted for 2002.

         In August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets.  This statement addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
This  statement  replaces  SFAS  No.  121,  Accounting  for  the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of, the accounting
and reporting  provisions  of APB No. 30,  Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual, and Infrequently Occurring Events and Transactions, for the disposal of
a segment  of a  business,  and  amends  Accounting  Research  Bulletin  No. 51,
Consolidated  Financial Statements,  to eliminate the exception to consolidation
for a subsidiary  for which control is likely to be  temporary.  The adoption of
SFAS No. 144 has not had a material impact, if any, on its financial position or
results of operations.

         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.

2. RELATED PARTY TRANSACTION

         On March 1,  2002,  the  Company  renewed a  research  and  development
agreement with Pherin Pharmaceuticals  Corporation ("Pherin"), a company related
by  common   shareholders,   whereby  Pherin  supplies  HPS  with  its  required
synthesized  human  pheromones and also provides to HPS research and development
and  scientific  public  relations  services.  This renewal has been extended to
expire  on  February  28,  2003.  The total  expense  incurred  pursuant  to the
Company's research and development agreement with Pherin during the three months
ended March 31, 2002 and 2001 was $60,000 in each year.


                                        9

<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, 2002, the Company has sustained
its fourth quarterly  operating profit during the last five quarters.  Effective
May 1, 2000, the Company refocused its business model based on product licensing
agreements and recorded its first quarterly operating profit since 1997 on March
31, 2001.  While the Company has returned to 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 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.


                                       10
<PAGE>

         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  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. On March 8, 2002 the company reacquired from Niche Marketing, Inc. the
rights to additional international territories.

Three Months  ended March 31, 2002  compared to the Three Months ended March 31,
2001

         Net sales and  revenues  for the first  quarter of 2002 were  $642,000,
representing  an  increase  of 2% from sales of  $629,000  for the prior  year's
quarter. The $118,000, or 39%, 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.  License and pheromone revenues decreased by 36% to $204,000.
for the quarter.  This  decrease  was expected as none of the current  licensees
have  introduced  new products  containing the patented  pheromones,  and no new
licenses were signed during the quarter.

         Net  sales  for the  quarters  ended  March  31,  2002 and 2001 were as
follows (in thousands).

                                          2002        2001
----------------------------------------------------------
 Markets:
  International Markets                   $422        $304

  License and Supply Revenues              204         317
  U.S. Retail & Distributor Markets         16           8
                                          ----        ----

  Net Sales                               $642         629
                                          ====        ====

         Gross  profit for the  quarter  ended  March 31,  2002 of  $405,000  is
comparable to last years $403,000. As a percentage of sales, gross profit of 63%
was also comparable with last year of 64%.


                                       11
<PAGE>

         Research and  Development  expenses for the first  quarters of 2002 and
2001 were $80,000 and $85,000,  respectively.  These costs  principally  reflect
payments and costs under the Company's consulting agreements in this area.

         Selling,   general  and   administrative   expenses  of  $291,000  were
consistent  with last years first  quarter  expenses of $295,000.  Selling,  and
marketing and  distribution  expenses were $17,000 more than the prior year as a
result of increased sales activities in the Southeast Asia markets.  General and
administrative  and  facility  costs were  $21,000  lower in the current  year's
quarter  primarily as a result of cost reduction  efforts  initiated  since last
year.

         The Company  earned  $6,000 in net interest  income in the current year
quarter and earned  $8,000 in net interest  income  during the first  quarter of
2001. The decrease is due to reduced  interest rates.  The fee paid to reacquire
the Realm  and  innerRealm  rights  for  international  territories  from  Niche
Marketing,  Inc.  is being  amortized  over the  remaining  term of the  license
agreement.

         The  Company  recorded  no income tax  provision  in 2002 or 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, 2002, the Company's gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,183,000.  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 March 8,  2002,  the  Company  and  Niche  Marketing,  Inc.
entered into an Amendment to the License  Agreement  and a Settlement  Agreement
under which the Company  regained the rights to  manufacture  Realm products for
sale to its Southeast Asia  Distributors,  repurchased  the rights to sell Realm
products in an Asian market  previously  licensed to Niche,  released Niche from
its  obligation  to  manufacture  REALM  products  for sale to the  Company  and
withdrew a breach of contract  notice  against Niche in connection  with Niche's
failure to deliver product. In addition,  Niche agreed to be responsible for any
product  returns or requests  for credit for  destroyed  products by  department
stores.  The  Company  recorded  the license  fee paid to Niche  Marketing  as a
non-current  asset and is  amortizing  the cost over the  remaining  life of the
license with Niche Marketing.

LIQUIDITY

         At  March  31,  2002,  the  Company  had  cash  of  $1,461,000  with no
outstanding  bank  borrowings and working  capital of  $1,760,000;  at March 31,
2001, it had cash of $1,012,000 with no outstanding  bank borrowings and working
capital of  $1,946,000.  For the first quarter of 2002,  net cash generated from
operating  activities  was  $266,000.  For the first  quarter of 2001,  net cash
generated from operating activities was $33,000.

         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  2001,  the FASB  issued  SFAS No.  143,  Accounting  for Asset
Retirement  Obligations.  This statement applies to legal obligations associated
with the  retirement  of  long-lived  assets that  result from the  acquisition,
construction,  development,  and/or the normal  operation of long-lived  assets,
except for certain  obligations of lessees.  This statement is not applicable to
the Company.

         In July 2001, the FASB issued SFAS NO. 141, Business Combinations. This
statement addresses financial accounting and reporting for business combinations
and supersedes  Accounting Principles Bulleting ("ABP") Opinion No. 16, Business
Combinations,  and SFAS No. 38, Accounting for Pre-Acquisition  Contingencies of
Purchased Enterprises.  All business combinations in the scope of this statement
are to be accounted for using one method, the purchase method. The provisions of
this statement apply to all business combinations initiated after June 30, 2001.
Use of the  pooling-of-interests  method  for  those  business  combinations  is
prohibited.  This statement also applies to all business combinations  accounted
for using the purchase  method for which the date of acquisition is July 1, 2001
or later. This statement is not applicable to the Company.


                                       12
<PAGE>

         In July  2001,  the  FASB  issued  SFAS No,  142,  Goodwill  and  Other
Intangible Assets. This statement  addresses financial  accounting and reporting
for acquired goodwill and other intangible assets and supersedes APB Opinion No.
17,  Intangible  Assets.  It addresses how  intangible  assets that are acquired
individually  or with a group  of other  assets  (but not  those  acquired  in a
business combination) should be accounted for in financial statements upon their
acquisition.  This statement  also  addresses how goodwill and other  intangible
assets should be accounted for after they have been initially  recognized in the
financial statements.  It is effective for fiscal years beginning after December
15,  2001.  Early  application  is  permitted  for  entities  with fiscal  years
beginning  after  March 15,  2001,  provided  that the first  interim  financial
statements have not been issued previously. This statement was not applicable to
the Company in 2001, and has been adopted for 2002.

         In August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets.  This statement addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
This  statement  replaces  SFAS  No.  121,  Accounting  for  the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of, the accounting
and reporting  provisions  of APB No. 30,  Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual, and Infrequently Occurring Events and Transactions, for the disposal of
a segment  of a  business,  and  amends  Accounting  Research  Bulletin  No. 51,
Consolidated  Financial Statements,  to eliminate the exception to consolidation
for a subsidiary  for which control is likely to be  temporary.  The adoption of
SFAS No. 144 has not had a material impact, if any, on its financial position or
results of operations.

         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.

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


                                       13
<PAGE>

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.

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.


                                       14
<PAGE>

                                     PART II

                                OTHER INFORMATION

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

         Exhibit 10.25  Admendment to License and Purchase  Agreement with Niche
         Marketing, Inc. dated March 8, 2002.


                                       15
<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 10, 2002                         /s/ William P. Horgan
---------------------------------           ------------------------------------
                                            William P. Horgan
                                            Chairman and Chief Executive Officer


Date:  May 10, 2002                         /s/ Gregory S. Fredrick
                                            ------------------------------------
                                            Gregory S. Fredrick
                                            Vice President Finance


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