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, 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 July 15, 2002.

                                       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, 2002 (Unaudited)
                  and December 31, 2001...........................................................................4

                  Consolidated Statements of Operations and Comprehensive Income / (Loss) (Unaudited)
                  for the Three and Nine Months Ended September 30, 2002 and 2001.................................5

                  Consolidated Statements of Cash Flows (Unaudited) for the Nine Months
                  Ended September 30, 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

         Item 4. Controls and Procedures.........................................................................15

PART II
OTHER INFORMATION


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

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

CERTIFICATIONS...................................................................................................18
</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)                                   2002          2001
--------------------------------------------------------------   --------       --------
                                                               (unaudited)
<S>                                                              <C>            <C>
Assets

Current assets:
  Cash and cash equivalents                                      $  1,114       $  1,355
  Accounts receivable, net of allowances of $27,000
   and $6,000 in 2002 and 2001, respectively                          213            803
  Inventories                                                         758            378
  Other current assets                                                 44             31
                                                                 --------       --------
Total current assets                                                2,129          2,567

Property and equipment, net                                             5              8
Product licenses                                                      167             50
                                                                 --------       --------
                                                                 $  2,301       $  2,625
                                                                 ========       ========
Liabilities, Convertible Redeemable Preferred Stock and
Shareholders' Deficiency

Current liabilities:
 Accounts payable                                                $    125       $    230
 Deferred income                                                      315            315
 Accrued professional fees                                             40             53
 Accrued vacation                                                      38             32
 Accrued sales returns                                               --               44
 Other accrued expenses                                                16             14
                                                                 --------       --------
Total current liabilities                                             534            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                                             (19,540)       (19,368)
  Foreign currency translation                                        (66)           (68)
                                                                 --------       --------
Total shareholders' deficiency                                     (1,939)        (1,769)
                                                                 --------       --------
                                                                 $  2,301       $  2,625
                                                                 ========       ========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                         Human Pheromone Sciences, Inc.

      Consolidated Statements of Operations and Comprehensive Income (Loss)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                       Three months ended            Nine months ended
                                                     ----------------------        -----------------------
                                                       September 30, 2002            September 30, 2002
                                                     ----------------------        -----------------------
(in thousands except per share data)                   2002           2001           2002           2001
                                                     -------         ------        -------         -------
<S>                                                  <C>             <C>           <C>             <C>
Net revenues                                             409            724          1,320           1,912
Cost of goods sold                                       133            277            421             701
                                                     -------         ------        -------         -------
Gross profit                                             276            447            899           1,211

Operating Expenses:
   Research and development                               80             86            242             251
   Selling, general and administrative                   283            352            815             921
                                                     -------         ------        -------         -------
Total operating expenses                                 363            438          1,057           1,172
                                                     -------         ------        -------         -------
Income (Loss) from operations                            (87)             9           (158)             39

Other income and (expense)
   Interest income (expense)                               6              7             17              23
   Other income (expense)                                 (7)             1            (31)             (4)
                                                     -------         ------        -------         -------
Total other income and (expense)                          (1)             8            (14)             19
                                                     -------         ------        -------         -------
Net income (loss) available to common shareholders       (88)            17           (172)             58

Other comprehensive income - translation adjustment     --             --                2              (4)
                                                     -------         ------        -------         -------
Comprehensive income (loss)                          $   (88)        $   17        $  (170)        $    54
                                                     =======         ======        =======         =======
Net income (loss) per common share-basic and fully
diluted                                              $  (.03)        $ --          $  (.05)        $   .02
                                                     =======         ======        =======         =======

Weighted average common shares outstanding             3,430          3,430          3,430           3,430
                                                     =======         ======        =======         =======
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                         Human Pheromone Sciences, Inc.

                      Consolidated Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 Nine months ended September 30,
                                                                 -------------------------------
(in thousands)                                                        2002             2001
------------------------------------------------------------         -------         -------
<S>                                                                  <C>             <C>
Cash flows from operating activities
Net profit (loss)                                                    $  (172)        $    58
Adjustments to reconcile net loss
  to net cash provided by (used in) operating activities:
  Depreciation and amortization                                           47               7
  Provision for sales returns and allowances                              21               7

  Changes in operating assets and liabilities:
    Accounts receivable                                                  569            (184)
    Inventories                                                         (380)           (105)
    Other current assets                                                 (13)             21
    Deferred revenue                                                    --               190
 Accounts payable and accrued liabilities                               (154)            121
                                                                     -------         -------
Net cash provided (used) by operating activities                         (82)            115

Cash flows from investing activities
  Purchase of property and equipment                                      (1)             (1)
  Acquisition of licenses                                               (160)           --
                                                                     -------         -------
Net cash used in investing activities                                   (161)             (1)

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

Effect of exchange rate changes on cash                                    2              (4)
                                                                     -------         -------
Net increase in cash and cash equivalents                               (241)            110
Cash and cash equivalents at beginning of period                       1,355             982
                                                                     -------         -------
Cash and cash equivalents at end of period                           $ 1,114         $ 1,092
                                                                     =======         =======


Interest paid                                                        $     2         $     3
                                                                     =======         =======

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                         Human Pheromone Sciences, Inc.

                   Notes to Consolidated Financial Statements
                                   (unaudited)

                               September 30, 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 and nine months ended September
30, 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 September  30, 2002  consists of finished
goods  inventory  valued  at  $220,000,  work in  process  of  $86,000,  and raw
materials of  $452,000.  At December 31, 2001,  these  balances  were  $119,000,
$36,000 and $223,000, respectively.

License Fees

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

         The Company continually  evaluates whether events or circumstances have
occurred that indicate the remaining  estimated value of the license  agreements
may not be  recoverable.  When factors  indicate  that the value

                                       7
<PAGE>

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 September 30, 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 September  30, 2002 and  2001(unaudited),  the  components  of
basic and diluted  earnings  (loss) per share are as follows (all amounts are in
thousands):

                                                                2002      2001
                                                              -------   ------

Net income (loss) available to common shareholders            $  (172)  $   58
                                                              =======   ======



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

Incremental shares from assumed conversions of convertible
preferred stock                                                  --      1,655
                                                              -------   ------

Fully diluted weighted-average common shares and potential
commons stock (unaudited)                                       3,430    5,085
                                                              =======   ======


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 September 30, 2002 no common or preferred
stock was issued,  common stock  options to purchase  20,000 shares were granted
and no issued options were exercised.







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,

                                       8
<PAGE>

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.  The Company  implemented  FAS No. 142 in the second quarter of fiscal
2002,  at which time the Company  determined  that no  impairment  of intangible
assets have occurred.


         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.

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

         In October  2002,  the FASB  issued  SFAS No.  147, "  Acquisitions  of
Certain  Financial  Institutions."  SFAS No. 147 removes the requirement in SFAS
No. 72 and Interpretation 9 thereto, to recognize and amortize any excess of the
fair  value  of  liabilities  assumed  over  the  fair  value  of  tangible  and
identifiable  intangible assets acquired as an unidentifiable  intangible asset.
This statement  requires that those  transactions be accounted for in accordance
with SFAS No. 141,  "Business  Combinations,"  and SFAS No. 142,  "Goodwill  and
Other  Intangible  Assets." In  addition,  this

                                       9
<PAGE>

statement  amends SFAS No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets," to include certain financial institution-related  intangible
assets. This statement is not applicable to the Company.



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 September 30, 2002 and 2001 was $60,000 in each year.


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:

         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

                                       10
<PAGE>

inventories,  reduced co-op advertising, and increased promotions. These tactics
may force the Company or its  distributors  to reduce its prices or increase the
cost of its promotions.

         The Company is subject to economic downturns, specifically in the Asian
markets.  Economic  downturns can lead to a reduction in consumer spending which
could  lead  to  reduced  demand  for  products  and  could  require  additional
promotional expenditures.

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

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

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

         The Company relies upon other  companies to  manufacture  its products.
The  Company  relies  upon  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

Three  Months  ended  September  30,  2002  compared to the Three  Months  ended
September 30, 2001

         Net sales and  revenues for the second  quarter of 2002 were  $409,000,
representing  a decrease  of 44% from  sales of  $724,000  for the prior  year's
quarter. The $149,000,  or 56%, decline in sales to International markets in the
current period is a result of a continued  soft  Southeast Asia market,  and the
higher  sales  volume in 2001 was due to the initial  launch into those  markets
last year.  The  Company  remains  focused on  building  its REALM  business  in
Southeast Asia.  License and pheromone revenues decreased by 43% to $259,000 for
the quarter.  This decrease was expected as none of the current  licensees  have
introduced new products  containing  the patented  pheromones.  Discussions  are
continuing  with  several  companies  at the  present  time with  respect to new
licensing opportunities.

         Net sales for the quarters  ended  September  30, 2002 and 2001 were as
follows (in thousands).

                                                               2002         2001
--------------------------------------------------------------------------------
Markets:
 International Markets                                         $115         $264
 License and Supply Revenues                                    259          455
 U.S. Retail & Distributor Markets                               35            5
                                                               ----         ----

 Net Sales                                                     $409         $724
                                                               ====         ====


         Gross profit for the quarter  ended  September  30, 2002 of $276,000 is
$171,000 less than last years $447,000.  As a percentage of sales,  gross profit
of 68% is greater than last years 62% due to the reduced product costs resulting
from the change in bottle manufacturers for the Asian market product.

         Research and  Development  expenses for the third  quarters of 2002 and
2001 were $80,000 and $86,000,  respectively.  These costs  principally  reflect
payments and costs under the Company's consulting agreements in this area.

                                       11
<PAGE>

         Selling,  general and administrative  expenses of $283,000 were $69,000
less than last years third quarter  expenses of $352,000.  In the prior year the
Company recorded a one time net charge of $64,000 for potential department store
claims.  Selling, and marketing and distribution expenses were $17,000 less than
the prior year as a result of decreased  sales  activities in the Southeast Asia
markets. General and administrative and facility costs, excluding last years net
adjustment,  were $12,000 more in the current year's quarter a result of general
increases in costs since last year and a $10,000  increase to the  allowance for
doubtful accounts reserve.

         The Company  earned  $7,000 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  conservatively  amortized over the remaining  initial
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 September 30, 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.


Nine Months  ended  September  30,  2002 as  compared  to the Nine Months  ended
September 30, 2001

         Net  revenues  for the  nine  months  ended  September  30,  2002  were
$1,320,000.  This was a 31%  decrease  from net revenues of  $1,912,000  for the
first nine months of 2001.  License and supply  revenues  decreased  by $425,000
from  the  first  nine  months  of 2001 to  $691,000  as a result  of  decreased
licensing and supply activities to Avon Products in 2002. Sales in International
markets  decreased by 26% to $555,000 as a result of the sluggish economy in the
South East Asia region,  and the fact that Realm was still being  launched  into
the Japanese market in the second quarter of 2001.

         Net sales for the nine months ended September 30, 2002 and 2001 were as
follows:

--------------------------------------------------------------------------------
Markets                                                      2002          2001
--------------------------------------------------------------------------------
International Markets                                       $  555        $  755
License and Supply Revenues                                    691         1,116
U.S. Retail & Distributor Markets                               74            41
                                                            ------        ------
Net Sales                                                   $1,320        $1,912



         Gross profit for the first nine months of 2002 declined 26% to $899,000
from  $1,211,000  in 2001.  The decrease is the result of reduced  sales volume.
Gross  profit as a  percentage  of revenues  increased to 68% compared to 63% in
2002 as a result of the highly  profitable  licensing  business  representing  a
larger percentage of sales.

         Research and Development expenses for the first nine months of 2002 and
2001 were $242,000 and $251,000,  respectively, and are principally comprised of
payments under the Company's contract with Pherin Corporation.

         Selling,  general and administrative expenses for the first nine months
of 2002 were $815,000 and $921,000 for the  comparable  period of 2001.  Year to
date  operating  expenses  have been reduced in all areas when  compared to 2001
spending,  with  selling,  marketing  and  distribution  reduction  of  $14,000,
facilities  of  $19,000  less than last year,  and  general  and  administrative
expenses are down by $41,000.

         The Company's cash balances  generated  $17,000 in net interest  income
during the first  nine  months of 2002,  as  compared  to  $23,000 in 2001.  The
decrease is due to reduced interest rates.  Miscellaneous expense of $31,000 was
incurred  in 2002 as compared  with  $4,000 of in the same  period of 2001.  The
amortization of licenses accounts for the majority of the expense in 2002.
LIQUIDITY

                                       12
<PAGE>

         At  September  30,  2002,  the Company had cash of  $1,114,000  with no
outstanding  bank  borrowings;  at September 30, 2001, it had cash of $1,092,000
with no outstanding bank borrowings,  this represents an increase of 2%. For the
nine months of 2002, net cash used in operating  activities was $82,000. For the
first nine months of 2001,  net cash  generated  from  operating  activities was
$115,000.

         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.

         On May 20, 2002,  the Company signed a new Business Loan Agreement with
Mid-Peninsula  Bank  of Palo  Alto,  California  (the  "Bank")  providing  for a
revolving  line of credit.  The Company may borrow up to $500,000 at an interest
rate equal to the Bank's prime rate plus 0.75% with borrowings secured primarily
by the Company's trade receivables and inventory.  The agreement,  which expires
on May 3, 2003,  contains certain  debt-to-equity and working capital covenants.
At September 30, 2002 the Company was in compliance with such covenants.


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

                                       13
<PAGE>

amended SFAS No. 4 and is no longer  necessary as SFAS No. 4 has been rescinded.
SFAS No. 44 has been rescinded as it is no longer necessary. SFAS No. 145 amends
SFAS No. 13 to require  that  certain  lease  modifications  that have  economic
effects  similar to  sale-leaseback  transactions  be accounted  for in the same
manner  as  sale-lease   transactions.   This  statement  also  makes  technical
corrections  to  existing  pronouncements.   While  those  corrections  are  not
substantive in nature, in some instances,  they may change accounting  practice.
This statement is not applicable to the Company.

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

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


CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

License Fees

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

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

                                       14
<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.




Item 4.  Controls and Procedures

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

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


                                       15
<PAGE>

                                     PART II
                                OTHER INFORMATION


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

         Exhibit 10.28 Certification Pursuant to 18 U.S.C. Section 1350


                                       16
<PAGE>


                                   SIGNATURES


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


                                           HUMAN PHEROMONE SCIENCES, INC.
                                           Registrant


Date:  November 14, 2002                   /s/ William P. Horgan
                                           ---------------------
                                           William P. Horgan
                                           Chairman and Chief Executive Officer




Date:  November 14, 2002                   /s/ Gregory S. Fredrick
                                           -----------------------
                                           Gregory S. Fredrick
                                           Chief Financial Officer



                                       17
<PAGE>


                                 CERTIFICATIONS


I ,William P. Horgan, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 14, 2002

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



                                       18
<PAGE>

I, Gregory S. Fredrick, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 14, 2002



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



                                       19