HORGAN DRAFT OF NOVEMBER 5 W/SLGG CHANGES
                     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 September 30, 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
                                               --------------


         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 November 2, 2001.

                                       1
<PAGE>



                         HUMAN PHEROMONE SCIENCES, INC.

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

         Item 1. Financial Statements

                  Consolidated Balance Sheets as of September 30, 2001 (Unaudited)
                  and December 31, 2000............................................................................ 4

                  Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the
                  Three and Nine Months Ended September 30, 2001 and 2000.......................................... 5

                  Consolidated Statements of Cash Flows (Unaudited) for the Nine Months
                  Ended September 30, 2001 and 2000................................................................ 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...........  9

         Item 3A. Quantitative and Qualitative Disclosures about Market Risk ..................................... 13

PART II
OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K................................................................ 14

SIGNATURES........................................................................................................ 15
</TABLE>
                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements







                                       3
<PAGE>

                         Human Pheromone Sciences, Inc.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                          September 30,                December 31,
(in thousands except share data)                                               2001                        2000
----------------------------------------------------------------------   -----------------            --------------
Assets                                                                     (unaudited)
<S>                                                                           <C>                         <C>
Current assets:
  Cash and cash equivalents                                                   $  1,092                    $    982
  Accounts receivable, net of allowances of $132,000
   and $125,000 in 2001 and 2000, respectively                                     931                         754
  Inventories, net                                                                 452                         347
  Other current assets                                                              84                         105
                                                                              --------                    --------
Total current assets                                                             2,559                       2,188

Property and equipment, net                                                         10                          16
                                                                              --------                    --------
                                                                              $  2,569                    $  2,204
                                                                              ========                    ========
Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                                                            $    220                    $     85
  Accrued professional fees                                                         35                          83
  Accrued advertising                                                               13                          13
  Accrued vacation                                                                  40                          24
  Other accrued expenses                                                            65                          47
  Deferred revenue                                                                 210                          20
                                                                              --------                    --------
Total current liabilities                                                          583                         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
     on each date; total liquidation value $2,150                                2,146                       2,146
    Series BB 17448 convertible shares issued and outstanding
     on 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 on each date                                         17,667                      17,667
  Accumulated deficit                                                          (19,319)                    (19,377)
  Accumulated other comprehensive loss                                             (68)                        (64)
                                                                              --------                    --------
Total shareholders' deficiency                                                  (1,720)                     (1,774)
                                                                              --------                    --------
                                                                              $  2,569                    $  2,204
                                                                              ========                    ========
<FN>
The  accompanying  notes  are an  integral  part of the  consolidated  financial statements.
</FN>
</TABLE>

                                       4
<PAGE>

                         Human Pheromone Sciences, Inc.

          Consolidated Statements of Operations and Comprehensive Loss
                                   (unaudited)


<TABLE>
<CAPTION>
                                                      Three months ended   Nine months ended
                                                        September 30,        September 30,
                                                      -----------------    ------------------
(in thousands except per share data)                    2001      2000      2001       2000
                                                      -------   -------    -------    -------
<S>                                                       <C>       <C>      <C>        <C>
Net revenues                                              724       501      1,912      2,785
Cost of goods sold                                        277       170        701        856
                                                      -------   -------    -------    -------
Gross profit                                              447       331      1,211      1,929

Operating Expenses:
   Research and development                                86        80        251        241
   Selling, general and administrative                    352       330        921      2,108
                                                      -------   -------    -------    -------

Total operating expenses                                  438       410      1,172      2,349
                                                      -------   -------    -------    -------

Income (Loss) from operations                               9       (79)        39       (420)

Other income and (expense)
   Interest income (expense)                                7         6         23        (16)
   Other income (expense)                                   1        (6)        (4)        (4)
                                                      -------   -------    -------    -------
Total other income and (expense)                            8      --           19        (20)
                                                      -------   -------    -------    -------

Net income (loss) available to common shareholders         17       (79)        58       (440)

Other comprehensive loss - translation adjustment        --         (18)        (4)       (28)
                                                      -------   -------    -------    -------

Comprehensive income (loss)                           $    17   $   (97)   $    54    $  (468)
                                                      =======   =======    =======    =======

Net income (loss) per common share-basic and  fully
diluted                                               $  --     $  (.02)   $   .02    $  (.13)
                                                      =======   =======    =======    =======

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

<FN>

The  accompanying  notes  are an  integral  part of the  consolidated  financial statements.
</FN>
</TABLE>

                                       5
<PAGE>

                         Human Pheromone Sciences, Inc.

                      Consolidated Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             Nine months ended
                                                              September 30,
                                                            -------------------
(in thousands)                                                2001       2000
-------------------------------------------------------     -------    -------
<S>                                                         <C>        <C>
Cash flows from operating activities
Net profit (loss)                                           $    58    $  (440)
Adjustments to reconcile net loss
  to net cash provided by (used in) operating activities:
  Depreciation and amortization                                   7         10
  Provision for sales returns and allowances                      7       (284)

  Changes in operating assets and liabilities:
    Accounts receivable                                        (184)     1,366
    Inventories                                                (105)     1,936
    Other current assets                                         21        (15)
    Deferred revenue                                            190         94
 Accounts payable and accrued liabilities                       121     (1,289)
                                                            -------    -------
Net cash provided by operating activities                       115      1,378

Cash flows from investing activities
  Purchase of property and equipment                             (1)       (15)
                                                            -------    -------
Net cash used in investing activities                            (1)       (15)

Cash flows from financing activities
  Proceeds from bank borrowings                                --          150
  Repayment of bank borrowings                                 --       (1,050)
  Proceeds from issuance of convertible preferred stock        --          410
                                                            -------    -------
Net cash (used in) provided by financing activities            --         (490)

Effect of exchange rate changes on cash                          (4)       (28)
                                                            -------    -------

Net increase in cash and cash equivalents                       110        845
Cash and cash equivalents at beginning of period                982        108
                                                            -------    -------
Cash and cash equivalents at end of period                  $ 1,092    $   953
                                                            =======    =======

Interest paid                                               $     3    $    24
                                                            =======    =======
<FN>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</FN>
</TABLE>

                                       6
<PAGE>


                         Human Pheromone Sciences, Inc.

                   Notes to Consolidated Financial Statements
                                   (unaudited)

                               September 30, 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, marketing and licensing 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  through  department  stores 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 and nine months ended September
30, 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 September  30, 2001  consists of finished
goods  inventory  valued  at  $199,000,  work in  process  of  $36,000,  and raw
materials of  $217,000.  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 September 30, 2001, the Company's  gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,655,000.

Earnings Per  Share

         Basic  earnings per share is computed by dividing net income or loss by
the  weighted  average  number of  shares  outstanding  for the year.  "Diluted"
earnings  per share is computed  by dividing  net income or loss by the total of
the weighted  average  number of shares  outstanding  plus, if  applicable,  the
dilutive effect of outstanding stock options.

                                       7
<PAGE>


Capital Stock and Stock Options

         During the three  months  ended  September  30,  2001,  no common stock
options were granted and no issued options were exercised.




                                       8
<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 nine  months  ended  September  30,  2001,  the  Company has
sustained its first  quarterly  operating  profits 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 nine
months of 2001, there is no assurance that the Company's  license based business
model will be successful.

         The  Company  and/or  Niche  Marketing  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 Company's products.

         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,  which the
Company and/or its U.S. distributor, Niche Marketing, 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 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.

                                       9
<PAGE>

         The Company has reported  operating  losses in past years. No assurance
can be given that the Company will produce operating income in the future.

         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
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  Pharmaceuticals,  Inc.  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
pheromones  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 its financial statements the revenues, costs
and expense  directly  attributable to the product sales to the U.S.  Department
stores;  the  Company  also  maintained   inventories,   recorded  the  accounts
receivable and reflected the accounts  payable/accrued  expenses attributable to
the  department  store  business.  Accordingly,  the data for the three and nine
months ended  September 30, 2001 and the quarter  ended  September 30, 2000 does
not  include  this  business  while the data for the  prior  years  nine  months
reflects  the  department  store  operations  for four  months of the nine month
period, making some line-by-line comparisons between both periods difficult.


Three  Months  ended  September  30,  2001  compared to the Three  Months  ended
September 30, 2000

          Net sales and revenues for the three months ended  September  30, 2001
were $724,000,  representing a 45% increase from sales of $501,000 for the prior
year's quarter.  This increase is due an increase in both pheromone sales and in
the sales of REALM  fragrances  lines to the oversees markets that the Company's
retained in its license agreement with Niche Marketing.

         The  Components  of net revenues for the quarters  ended  September 30,
2001 and 2000 were as follows (in thousands).

--------------------------------------------------------------------------------
Markets                                             2001            2000
--------------------------------------------------------------------------------

  U.S. Retail & Distributor Markets              $      5         $     55
  License and Supply Revenues                         455              281
  International Markets                               264              165
                                                 --------         --------
  Net Revenues                                   $    724         $    501


         The increase in licensing and supply  revenues is primarily a factor of
additional  sales of pheromones to Niche  Marketing for manufacture of the REALM
products under license.  The growth in the sales to  International  markets is a
factor of our  distribution  agreements  in South East  Asia,  which were not in
effect in the prior year.

                                       10
<PAGE>

The year 2000 international  sales included sales to European REALM distributors
who are now customers of Niche Marketing.

         Gross profit for the quarter ended  September 30, 2001 increased 35% to
$447,000  from  $331,000 in the prior year due to the  increased  revenue.  As a
percentage  of sales gross profit  declined to 62% of sales as compared with 66%
in the prior year period.  The decrease is due to higher costs  associated  with
the sale of REALM products to the South East Asia markets.

         Research and  Development  expenses were $86,000 in the quarter  ending
September 30, 2001 and $80,000 for the quarter ending  September 31, 2000. These
costs  principally  reflect  payments and costs under the  Company's  consulting
agreements with Pherin.

                   Selling,  general and administrative expenses increased 7% to
$352,000 in the three  months  ended  September  30,  2001 from  $330,000 in the
period ended September 30, 2000.  Distribution and facilities spending decreased
by $26,000,  while general and  administrative  expenses  spending  increased by
$48,000 in 2001. An additional reserve of $86,000 was established in the quarter
for department store receivables that we have not been able to collect since the
licensing of the REALM product lines to Niche  Marketing.  We are continuing our
collection efforts and any recoveries will be recorded at that time of receipt.

         The income from operations of $9,000 represented an $88,000 improvement
from the $79,000  loss  incurred  in the third  quarter of 2000.  The  Company's
licensing  of the Realm  brand,  which was  effective  May 1, 2000,  resulted in
reduced net revenues and gross profit, but the significant  savings in operating
expenses resulted in the favorable variance in operating income.

         The Company incurred interest income of $7,000 during the third quarter
of 2001 as compared to $6,000 in the prior year period. While cash balances were
higher, the effective interest rate paid was lower in the current year.

Nine Months  ended  September  30,  2001 as  compared  to the Nine Months  ended
September 30, 2000

         Net  revenues  for the  nine  months  ended  September  30,  2001  were
$1,912,000.  This was a 31%  decrease  from net revenues of  $2,785,000  for the
first nine months of 2000.  The lack of Realm brand products sales in the United
States as a result of the May 1, 2000  effective  date of the license  agreement
with Niche Marketing,  accounted for a $1,532,000 reduction.  License and supply
revenues  increased by $306,000 for the first nine months of 2001 to  $1,116,000
as a result of increased licensing and supply activities. Sales in International
markets  increased  by 95% to $755,000 as a result of the  Company's  efforts to
open the South East region to REALM  fragrances,  especially  the success of the
Japanese market.

         Net sales for the nine months ended September 30, 2001 and 2000 were as
follows:

--------------------------------------------------------------------------------
Markets                                             2001            2000
--------------------------------------------------------------------------------

  U.S. Retail & Distributor Markets              $       41         $  1,587
  License and Supply Revenues                         1,116              810
  International Markets                                 755              388
                                                 ----------         --------

  Net Sales                                      $    1,912         $  2,785


         Gross  profit  for  the  first  nine  months  of 2001  declined  42% to
$1,211,000  from $1,929,000 in 2000. The decrease is the result of reduced sales
volume and one-time  credits  associated  with the license to Niche Marketing in
May 2000. Gross profit as a percentage of revenues  decreased to 63% compared to
69% in 2000  reflecting  the impact of the larger  gross margin  retail  product
sales  (which  excludes  all  sales  and  marketing  expenses)  versus  the more
profitable license and supply business.

                                       11
<PAGE>

         Research and Development expenses for the first nine months of 2001 and
2000 were $251,000 and $241,000,  respectively, and are principally comprised of
payments under the Company's contract with Pherin Corporation.

         Selling, general and administrative expenses dropped to $921,000 in the
nine  months of 2001,  a 56%  reduction  from the $2,108  reflected  in the nine
months of last year. All categories of spending decreased, primarily as a result
of the licensing of the  Company's  REALM  fragrance  business in the New United
States and abroad.

         The Company  generated income from operations of $39,000 as compared to
a loss of $420,000 in the first nine months of 2000. The Company's  licensing of
the Realm  brand has  resulted  in  reduced  net  revenues  offset by savings in
operating  expenses that have eliminated the operating losses.  The unprofitable
department  store sales channel has been replaced with a minimum royalty revenue
source.

         The Company's cash balances  generated  $23,000 in net interest  income
during the first nine  months of 2001,  as  compared  to  $16,000  net  interest
expense in 2000 due to the repayment of the credit line borrowings in April 2000
and  positive  cash in the first nine months of 2001.  Miscellaneous  expense of
$4,000 was incurred in both 2001 and 2000.


LIQUIDITY

         At September 30, 2001, the Company had no outstanding  bank borrowings,
and cash balances of $1,092,000, an increase of $110,000 compared to the balance
of $982,000 at December 31, 2000.  Working  capital  increased to  $1,976,000 at
September 30, 2001 from $1,916,000 at December 31, 2000.

         Assuming the  Company's  activities  proceed as planned,  the Company's
cash proceeds from license revenues and anticipated  revenues from product sales
should be  adequate  to meet its  working  capital  needs  over the next  twelve
months.  Working capital  requirements  will primarily be for research,  product
development and administrative costs.

         Additional  working  capital may be required should the Company fail to
generate new products or new license revenues.  Furthermore,  additional working
capital may be required  should the Company  experience  a greater  than planned
success  with  its   products,   potential   products,   and  research   funding
requirements. Funds would be needed for inventory, accounts receivable financing
and staffing  purposes.  If the Company fails to achieve  revenues from its 2001
marketing efforts, or if product development proves to be more capital intensive
than planned, the Company may require additional funding.


RECENT ACCOUNTING PRONOUNCEMENTS

         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

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<PAGE>

March 15, 2001,  provided that the first interim  financial  statements have not
been issued previously. This statement is not applicable to the Company.


         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 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 Company does
not expect  adoption of SFAS No. 144 to have a material  impact,  if any, on its
financial position or results of operations.

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.










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<PAGE>


                                     PART II
                                OTHER INFORMATION


Item 6.  Exhibits and 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.
                                      Registrant




Date:  November 9, 2001               /s/ William P. Horgan
                                      -----------------------------------------
                                      William P. Horgan
                                      Chairman and Chief Executive Officer




Date:  November 9, 2001               /s/ Gregory S. Fredrick
                                      -----------------------------------------
                                      Gregory S. Fredrick
                                      Vice President Finance

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