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 June 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 August 3, 2001.

                                       1
<PAGE>

                                           HUMAN PHEROMONE SCIENCES, INC.

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

         Item 1. Financial Statements

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

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

                  Consolidated Statements of Cash Flows (Unaudited) for the Six Months
                  Ended June 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    8

         Item 3A.  Quantitative and Qualitative Disclosures about Market Risk .........................   12


PART II
OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K .....................................................   13

SIGNATURES ............................................................................................   14

</TABLE>

                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements























                                       3
<PAGE>


<TABLE>
<CAPTION>
                                              Human Pheromone Sciences, Inc.
                                              Consolidated Balance Sheets

                                                                                         June 30,     December 31,
(in thousands except share data)                                                          2001           2000
-------------------------------------------------------------                            --------      --------
Assets                                                                                 (unaudited)
<S>                                                                                     <C>            <C>
Current assets:
  Cash and cash equivalents                                                             $  1,027       $    982
  Accounts receivable, net of allowances of $165,000
   and $125,000 in 2001 and 2000, respectively                                               769            754
  Inventories, net                                                                           352            347
  Other current assets                                                                       172            105
                                                                                        --------       --------
Total current assets                                                                       2,320          2,188

Property and equipment, net                                                                   11             16
                                                                                        --------       --------
                                                                                        $  2,331       $  2,204
                                                                                        ========       ========

Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                                                                      $     63       $     85
  Accrued professional fees                                                                   26             83
  Accrued advertising                                                                         13             13
  Accrued vacation                                                                            36             24
  Other accrued expenses                                                                      64             47
  Deferred liability                                                                          55           --
  Deferred revenue                                                                           105             20
                                                                                        --------       --------
Total current liabilities                                                                    362            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                                                                    (19,335)       (19,377)
  Accumulated other comprehensive loss                                                       (69)           (64)
                                                                                        --------       --------
Total shareholders' deficiency                                                            (1,737)        (1,774)
                                                                                        --------       --------

                                                                                        $  2,331       $  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 June 30,     Six months ended June 30,
                                                      -----------------------         -----------------------
(in thousands except per share data)                    2001            2000            2001           2000
                                                      -------         -------         -------         -------
<S>                                                       <C>             <C>           <C>             <C>
Net revenues                                              559             751           1,188           2,284
Cost of goods sold                                        198             140             424             686
                                                      -------         -------         -------         -------

Gross profit                                              361             611             764           1,598

Operating Expenses:
   Research and development                                81              81             165             161
   Selling, general and administrative                    272             590             569           1,778
                                                      -------         -------         -------         -------

Total operating expenses                                  353             671             734           1,939
                                                      -------         -------         -------         -------
Income (Loss) from operations                               8             (60)             30            (341)

Other income and (expense)
   Interest income (expense)                                8               0              16             (22)
   Other income (expense)                                  (4)              4              (5)              2
                                                      -------         -------         -------         -------
Total other income and (expense)                            4               4              11             (20)
                                                      -------         -------         -------         -------

Net income (loss) available to common shareholders         12             (56)             41            (361)

Other comprehensive loss - translation adjustment          (4)             (3)             (4)            (10)
                                                      -------         -------         -------         -------

Comprehensive income (loss)                           $     8         $   (59)        $    37         $  (371)
                                                      =======         =======         =======         =======

Net income (loss) per common share-basic and
  fully diluted                                       $  --           $  (.02)        $   .01         $  (.11)
                                                      =======         =======         =======         =======

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>
                                                            Six months ended June 30,
                                                            -------------------------
(in thousands)                                                 2001       2000
--------------------------------------------------------     -------    -------
<S>                                                          <C>        <C>
Cash flows from operating activities
Net profit (loss)                                            $    41    $  (361)
Adjustments to reconcile net loss
  to net cash provided by (used in) operating activities:
  Depreciation and amortization                                    6          7
  Provision for sales returns and allowances                      40       (300)

  Changes in operating assets and liabilities:
    Accounts receivable                                          (55)     1,165
    Inventories                                                   (5)     1,704
    Other current assets                                         (67)       (11)
    Deferred revenue                                              85        188
 Accounts payable and accrued liabilities                          5     (1,137)
                                                             -------    -------
Net cash provided by operating activities                         50      1,255

Cash flows from investing activities
  Purchase of property and equipment                              (1)        (2)
                                                             -------    -------
Net cash used in investing activities                             (1)        (2)

Cash flows from financing activities
  Proceeds from bank borrowings                                 --          150
  Repayment of bank borrowings                                  --       (1,050)
  Proceeds from issuance of convertible preferred stock         --          310
                                                             -------    -------
Net cash (used in) provided by financing activities             --         (590)

Effect of exchange rate changes on cash                           (4)       (10)
                                                             -------    -------

Net increase in cash and cash equivalents                         45        653
Cash and cash equivalents at beginning of period                 982        108
                                                             -------    -------
Cash and cash equivalents at end of period                   $ 1,027    $   761
                                                             =======    =======


Interest paid                                                $     1    $    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)

                                  June 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 n 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 six months  ended June 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 June 30, 2001  consists of finished  goods
inventory valued at $197,000,  work in process of $36,000,  and raw materials of
$119,000.  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 June 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 June 30,  2001,  common stock  options to
purchase 18,332 were granted and no issued options were exercised.


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 six months  ended June 30, 2001,  the Company has  sustained
its first  quarterly  operating  profit since 1997.  Effective May 1, 2000,  the
Company  refocused  its business  model based on product  licensing  agreements.
While the Company had profitable operations during the first half 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.

                                       8
<PAGE>

         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 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 six
months ended June 30, 2001 does not include this business while the data for the
prior year quarter  reflects the department  store  operations for one month and
for  four  months  of the  prior  year  six  months,  making  some  line-by-line
comparisons between both periods difficult.

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

         Net sales and  revenues  for the three  months ended June 30, 2001 were
$559,000,  representing  a 26%  decrease  from sales of  $751,000  for the prior
year's  quarter.  This  increase  is due to the  absence  of  sales  to the U.S.
department   stores  and  selected  oversees  markets  of  the  Company's  REALM
fragrances lines, the business licensed to Niche Marketing in April 2000.

         The Components of net revenues for the quarters ended June 30, 2000 and
1999 were as follows (in thousands).

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

  U.S. Retail & Distributor Markets    $           -          $            379
  License and Supply Revenues                      371                     277
  International Markets                            188                      95
                                      -----------------       -----------------
  Net Revenues                         $           559        $            751

                                       9
<PAGE>

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

         Gross  profit for the  quarter  ended  June 30,  2001  declined  41% to
$361,000  from  $611,000 in the prior year due to the reduced  sales  volume and
on-time credits associated with the license to Niche Marketing.  As a percentage
of sales gross profit declined to 65% of sales as compared with 81% in the prior
year period. In the prior year quarter, credits to cost of goods associated with
the license to Niche  Marketing  resulted in a one time  occurrence that reduced
cost of goods sold and inflated gross profit to an unusually high level.

         Research and Development  expenses were $81,000 in each of the periods.
These  costs  principally   reflect  payments  and  costs  under  the  Company's
consulting agreements with Pherin.

         Selling,  general and administrative expenses decreased 54% to $272,000
in the three months  ended June 30, 2001 from  $590,000 in the period ended June
30,  2000.  Selling  marketing  and  advertising  accounted  for $263,000 of the
decrease  with all other  operational  areas  spending less $54,000 less in 2001
than in the second  quarter of 2000.  The  reduction  in  operating  expenses is
directly  related  to the  Company's  decision  to license  the Realm  brand and
eliminate  the  expenses  associated  with  directly  to  distributing  with the
department store accounts.

         The income from operations of $8,000 represented a $68,000  improvement
from the $60,000  loss  incurred in the second  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 $8,000  during  the  second
quarter of 2001as  compared to none in the prior year period.  This was a result
of higher cash balances and the lack of bank borrowings in the current  quarter.
During the three months ended June 30, 2001, the Company incurred other expenses
of $4,000 as compared  with $4,000  generated  on the sale of  equipment  in the
prior year.

Six Months ended June 30, 2001 as compared to the Six Months ended June 30, 2000

         Net revenues  for the six months  ended June 30, 2001 were  $1,188,000.
This was a 48% decrease  from net revenues of  $2,284,000  for the first half 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
$167,000  for the first six months of 2001 to $696,000 as a result of  increased
licensing and supply  activities.  Sales in International  markets  increased by
120% to  $492,000  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 six  months  ended  June 30,  2001 and 2000 were as
follows:

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

  U.S. Markets                     $           -             $         1,532
  License and Supply Revenues                  696                       529
  International Markets                        492                       223
                                   ----------------          ----------------
  Net Sales                        $         1,188           $         2,284


         Gross profit for the first half of 2001  declined 52% to $764,000  from
$1,598,000  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 64% compared to 70% in
2000,  also  reflecting  the impact of the more  profitable  license  and supply
business  offset  by the  one-time  credit  associated  with the  Niche  license
agreement in 2000.

                                       10
<PAGE>

         Research and  Development  expenses for the first half of 2001 and 2000
were  $165,000 and  $161,000,  respectively,  and are  principally  comprised of
payments under the Company's contract with Pherin Corporation.

         The Company  generated income from operations of $30,000 as compared to
a loss of $341,000 in the first half 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  $16,000 in net interest  income
during the first half of 2001,  as compared to $22,000 net  interest  expense in
2000 due to the  repayment  of the  credit  line  borrowings  in April  2000 and
positive  cash in the first  half of 2001.  Miscellaneous  expense of $5,000 was
incurred in 2001 as compared  with  $2,000 of  miscellaneous  income in the same
period of 2000.


LIQUIDITY

         At June 30, 2001, the Company had no outstanding bank  borrowings,  and
cash balances of $1,027,000,  an increase of $45,000  compared to the balance of
$982,000 at December 31, 2000.  Working capital  increased to $1,958,000 at June
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  March 15,  2001,  provided  that the first  interim  financial
statements have not been issued previously.  This statement is not applicable to
the Company.


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<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.


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<PAGE>



                                     PART II
                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a) Report on Form 8-K dated June 15, 2001.
         (b) Report on Form 8-K dated June 29, 2001.



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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:  August 13, 2000                /s/ William P. Horgan
                                      ------------------------------------------
                                      William P. Horgan
                                      Chairman and Chief Executive Officer




Date:  August 13, 2000                /s/ Gregory S. Fredrick
                                      ------------------------------------------
                                      Gregory S. Fredrick
                                      Vice President Finance


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