UNITED STATES 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 quarterly period ended September 30, 2004


[ ]      TRANSITION REPORT UNDER SECTION 13 OR A5(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934


                         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 Identification No.)
    incorporation or organization)

 84 West Santa Clara Street, San Jose, California              95113
 -------------------------------------------------         --------------
         (Address of principal executive offices)            (Zip code)


                    Issuer's telephone number: (408) 938-3030


                                 Not applicable
            -------------------------------------------------------
          (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 [ ]



         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  4,151,954 shares of Common
Stock as of October 27, 2004.


<PAGE>


                         HUMAN PHEROMONE SCIENCES, INC.

                                      INDEX
                                                                            Page
PART I
FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Balance Sheets as of September 30, 2004
                 (Unaudited) and December 31, 2003 ............................3

                 Statements of Operations (Unaudited) for the Three and Nine
                 Months Ended September 30, 2004 and 2003 .....................4

                 Statements of Cash Flows (Unaudited) for the Nine
                 Months Ended September 30, 2004 and 2003 .....................5
..
                 Notes to Financial Statements (Unaudited) ....................6

         Item 2. Management's Discussion and Analysis

                 Management's Discussion and Analysis of
                 Financial Conditions and Results of Operations ...............7

         Item 3. Controls and Procedures ...................................  11


PART II
OTHER INFORMATION

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


SIGNATURES ...................................................................13

                                       2

<PAGE>


                                    PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                                                          September 30,  December 31,
(in thousands except share data)                                                              2004          2003
--------------------------------                                                            --------      --------
                                                                                         (unaudited)
<S>                                                                                         <C>           <C>
Assets

Current assets:
  Cash and cash equivalents                                                                 $  1,363      $  1,950
  Accounts receivable, net of allowances of $6,000 and $4,000, respectively                       93            38
  Inventories, net                                                                                83            52
  Other current assets                                                                            44            19
                                                                                            --------      --------
Total current assets                                                                           1,583         2,059

Property and equipment, net                                                                       20             9
                                                                                            --------      --------
                                                                                            $  1,603      $  2,068
                                                                                            ========      ========

Liabilities, Convertible Redeemable Preferred Stock and Shareholders' Equity
Current liabilities:
 Accounts payable                                                                           $     66      $     23
 Accrued professional fees                                                                        48            54
 Accrued employee benefits                                                                        34            39
 Accrued income tax                                                                                2            24
 Other accrued expenses                                                                           30            33
                                                                                            --------      --------
    Total current liabilities                                                                    180           173
                                                                                            --------      --------


Convertible redeemable preferred stock:
  Preferred stock, issuable in series, no par value, 10,000,000 shares
     authorized, Series AA 100,000 convertible shares issued and
     outstanding at December 31, 2003 (total liquidation
     value $150); none at September 30, 2004                                                    --             150
                                                                                            --------      --------
    Total liabilities                                                                            180           323

Commitments and Contingencies

Shareholders' equity:
   Common stock, no par value, 13,333,333 shares authorized, 4,151,954 and
    4,105,116 shares issued and outstanding at each date, respectively                        20,809        20,659
   Accumulated deficit                                                                       (19,386)      (18,914)
                                                                                            --------      --------
Total shareholders' equity                                                                     1,423         1,745
                                                                                            --------      --------
                                                                                            $  1,603      $  2,068
                                                                                            ========      ========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>


                                       3
<PAGE>



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

<TABLE>
<CAPTION>

                                                               Three months ended                Nine months ended
                                                              --------------------               -----------------
                                                                   September 30,                     September 30,
(in thousands except per share data)                         2004               2003              2004               2003
                                                         --------------    ---------------    --------------    ---------------
<S>                                                                <C>                <C>               <C>                <C>
Net revenues                                                       300                227               708                506
Cost of goods sold                                                  44                 73               117                157
                                                         --------------    ---------------    --------------    ---------------

Gross profit                                                       256                154               591                349

Operating Expenses:
   Research and development                                         27                 11                43                 18
   Selling, general and administrative                             364                276             1,053                803
                                                         --------------    ---------------    --------------    ---------------
Total operating expenses                                           391                287             1,096                821
                                                         --------------    ---------------    --------------    ---------------

Loss from operations                                              (135)              (133)             (505)              (472)

Other income
   Interest income (net)                                             5                  4                12                 12
   Other income (expense)                                           (1)                20                (1)                20
                                                         --------------    ---------------    --------------    ---------------
Total other income and (expense)                                     4                 24                11                 32

Income tax benefit from on-going operations                         --                  1                --                 34
                                                        --------------    ---------------    --------------    ---------------
Loss from on-going operations                                     (131)              (108)             (494)              (406)

Net income from discontinued operations                             --                 --                --                 79
Net gain from sale of assets                                        21                 (8)               22              1,218
                                                         --------------    ---------------    --------------    ---------------

Net income (loss)                                        $        (110)    $         (116)    $        (472)    $          891
                                                         ==============    ===============    ==============    ===============


Net income (loss) per common share - basic
    From on-going operations                             $       (0.03)    $        (0.03)    $       (0.12)    $        (0.11)
    From discontinued operations                         $        0.00     $         0.00     $        0.00     $         0.02
    From assets sold                                     $        0.01     $         0.00     $        0.01     $         0.33
                                                         --------------    ---------------    --------------    ---------------
    Net income (loss)                                    $       (0.02)    $        (0.03)    $       (0.11)    $         0.24
                                                         ==============    ===============    ==============    ===============

Net income (loss) per common share - diluted
    From on-going operations                             $       (0.03)    $        (0.03)    $       (0.12)    $        (0.09)
    From discontinued operations                         $        0.00               0.00              0.00               0.02
    From assets sold                                     $        0.01     $         0.00     $        0.01     $         0.26
                                                         --------------    ---------------    --------------    ---------------
    Net income (loss)                                    $       (0.02)    $        (0.03)    $       (0.11)    $         0.19
                                                         ==============    ===============    ==============    ===============

Weighted average common shares outstanding -basic                4,152              4,028             4,121              3,717
                                                         ==============    ===============    ==============    ===============
Weighted average common shares outstanding -diluted              4,152              4,028             4,121              4,731
                                                         ==============    ===============    ==============    ===============

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                       4

<PAGE>


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

                                                            Nine months ended
                                                              September 30,
                                                          ----------------------
(in thousands)                                              2004          2003
--------------                                              ----          ----

Cash flows from operating activities
Net (loss) from on-going operations                       $  (494)     $  (406)

 Adjustments to reconcile net loss to net
 cash provided by (used in) operating activities:
  Depreciation and amortization                                 5            3
  Changes in operating assets and liabilities:
    Accounts receivable                                       (55)        (165)
    Inventories                                               (31)          82
    Other current assets                                      (25)         (35)
    Accounts payable and accrued liabilities                   28          (92)
    Deferred revenue                                                         3
                                                          -------      -------
Net cash used in on-going operating activities               (572)        (610)
                                                          -------      -------
Net cash provided by operations of assets sold                  1          153
                                                          -------      -------
Net cash used in operating activities                        (571)        (457)


Cash flows provided by (used in) investing activities
Sale of Realm assets                                         --          1,435
Acquisition of fixed assets                                   (16)          (7)
                                                          -------      -------
Net cash provided by (used in) investing activities           (16)       1,428


Cash flows used in financing activities
Purchase of Series BB preferred stock                        --           (505)
                                                          -------      -------
Net cash used in financing activities                        --           (505)


Net increase (decrease) in cash and cash equivalents         (587)         466
Cash and cash equivalents at beginning of period            1,950        1,394
                                                          -------      -------
Cash and cash equivalents at end of period                $ 1,363      $ 1,860
                                                          =======      =======


See accompanying notes to financial statements.

                                       5

<PAGE>


                         Human Pheromone Sciences, Inc.
                          Notes to Financial Statements
                                   (unaudited)
                               September 30, 2004


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 synthesized
human pheromones and 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 and in April 2003 the Company sold the
REALM and innerREALM(R) brands and trademarks to Niche Marketing Group, Inc. The
Company's  strategic  focus is now on  expanding  the  market  for its  existing
patented pheromones to other consumer product and fragrance companies and to the
development of its internally developed brand of pheromone-based  products under
the Natural  Attraction(R)  brand,  and mood based  products  under the licensed
Demeter Natural  Attraction label. The Company will seek to add to this group of
products  with new,  patented  compounds  that might be  developed  through  the
research efforts that the Company is now directly managing.

Basis of Presentation

         The accompanying  unaudited financial  statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America 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, 2004 are not  necessarily  indicative of the results
that may be expected for the calendar year ending December 31, 2004. 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, 2003. 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  potential  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, 2004  consists of finished
goods inventory valued at $13,000 and raw materials of $70,000.  At December 31,
2003, these balances were $13,000 and $39,000, respectively.

Earnings (Loss) Per Share

         The Company follows the provisions of SFAS No. 128, Earnings Per Share.
SFAS No. 128 provides for the  calculation of "Basic" and Diluted"  earnings per
share.  Basic earnings  (loss) per share is computed using the  weighted-average
number  of common  shares  outstanding.  Diluted  earnings  (loss)  per share is
computed using the weighted-average  number of common shares and dilutive common
shares  outstanding  during  the  period.  For the three and nine  months  ended
September  30,  2004,  options  to  purchase  140,001  shares of  common  stock,
respectively,  were excluded from the computation of diluted  earnings per share
since their effect would be antidilutive.

As of September 30, 2004 and 2003, the unaudited components of basic and diluted
earnings per share are as follows (all amounts are in thousands):


                                       6
<PAGE>

<TABLE>
<CAPTION>


                                                                               2004            2003
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
    Net income (loss) available to common shareholders                     $     (472)     $       891
                                                                           ===========     ===========

    Weighted-average common shares outstanding during the period                4,105            3,717

    Incremental shares from assumed conversions of convertible
    preferred stock and stock options                                              --            1,014
                                                                           -----------     -----------

    Fully diluted weighted-average common shares and potential common
    stock (unaudited)                                                           4,105            4,731
                                                                           ===========     ===========
</TABLE>


Capital Stock and Stock Options

         During the three  months  ended  September  30, 2004 no common stock or
preferred stock was issued. During the quarter options to purchase 60,000 shares
of common  stock under the 2003  Non-Employee  Directors  Stock Option Plan were
granted,  no issued options were exercised and 8,333 stock options expired under
the initial Non-Employee Directors Stock Option Plan.


2.    SEGMENT INFORMATION

         Revenues by  geographic  markets  for the three and nine  months  ended
September 30, 2004 and 2003 were as follows:

                              Three months ending          Nine months ending
                                 September 30,                September 30,
                           ------------------------    ------------------------
                              2004         2003           2004         2003
                           -----------  -----------    -----------  -----------
 Markets:
  U.S. Markets             $       278  $       204    $       628  $       482
  International Markets             22           23             80           24
                           -----------  -----------    -----------  -----------

  Net Sales                $       300  $       227    $       708  $       506
                           ===========  ===========    ===========  ===========



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.

CRITICAL ACCOUNTING POLICIES

         Our discussion and analysis of our financial  conditions and results of
operations are based upon our financial statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of


                                       7
<PAGE>


America.  The  preparation of financial  statements  require  management 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 judgments. 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.  104.  The  majority  of the
Company's sales are to distributors  and licensees,  and these  distributors and
licensees have no right to return products.


COMPANY OVERVIEW

         On April 14, 2003,  the Company sold to Niche Marking  Group,  Inc. the
assets and  worldwide  ownership  rights to the  REALM(R)  Women,  REALM Men and
innerREALM(R)  product lines. All REALM and innerREALM financial activities have
been  classified as income from  operations  sold as a result of 2003 sale.  The
Company's  operations are focused on the marketing of its patented technology to
companies with established  consumer product  franchises while directly managing
the on-going development of identified compounds for potential new products.

         On July 13,  2004 the  Company  signed a  Research  Agreement  with the
University  of Utah to conduct  research  and  provide  services.  The five year
agreement,  which became  effective July 15, 2004,  provides that the University
will provide  professional  research and services for specific research programs
mutually  initiated  by the Company and  accepted by the  University.  While the
University  shall own any  inventions and  improvements  conceived or reduced to
practice from the work performed,  the Company  retains the exclusive  option to
license any  inventions  or  improvements  conceived  or reduced to practice and
market the products developed from the research results.

Results of Operations

Three  Months  ended  September  30,  2004  compared to the Three  Months  ended
September 30, 2003

         Net revenues for the third quarter of 2004 were $300,000,  representing
an increase  of 33% from  revenues of  $227,000  for the prior  year's  quarter.
Domestically, revenues were $74,000 greater than the prior year, attributable to
the Demeter Natural  Attraction(R) product line which was launched in the second
quarter of the current year and  pheromone  sales with a 20% increase  over last
years third quarter sales. International revenues were consistent with the prior
year and represents sales for both our Natural  Attraction  products and private
label  manufacturing  for  a  new  licensee.   The  international   revenues  is
attributable to both new and existing customers with an increasing private label
preference.

         Net revenues for the quarters ended September 30, 2004 and 2003 were as
follows (in thousands):

                                       2004          2003
                                       ----          ----
 Markets:
  U.S Markets                       $     278     $     204
  International Markets                    22            23
                                    ----------    ----------
  Net Revenue                       $     300     $     227
                                    ==========    ==========


         Gross profit for the quarter  ended  September  30, 2004 of $256,000 is
66% higher than last year's gross profit of $154,000.  As a percentage of sales,
gross profit of 85% was more than last year's of 68% due to lower  product costs
realized in the current period.

         Research and  Development  expenses for the third  quarters of 2004 and
2003  were  $27,000  and  $11,000,  respectively.  The  Company  began  research
activities  during the current year quarter  based on the July 15, 2004 Research
Agreement with the University of Utah.


                                       8
<PAGE>

         Selling,  general and  administrative  expenses of $364,000 are $88,000
more than last years $276,000. Selling, marketing and distribution expenses were
$53,000  more than the prior year as the Company  incurred  marketing  and sales
promotion expenses for the Natural Attraction(R) from Demeter line of fragrances
in the U.S.  marketplace  which was launched in the second quarter of this year.
General and administrative and facility costs increased by $35,000, primarily as
a result  of the  Company's  efforts  to expand  new  investment  potential  and
increase its shareholder base.

         The Company earned $5,000 and $4,000 in net interest  income in each of
the periods, respectively.

         The Company  recorded no income tax provision in 2004 and an income tax
benefit for 2003. No provision was recorded in 2004 due 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, 2004,  the Company's  gross  deferred tax asset,
which relates  primarily to net operating losses carried forward was $6,506,000.
However, a full valuation allowance is provided for the gross deferred tax asset
as management can not determine whether its realization is more likely than not.

         On April 14, 2003 the Company  sold to Niche  Marking  Group,  Inc. the
assets  and  worldwide  ownership  rights  to the  REALM  Women,  REALM  Men and
innerREALM  product lines.  The operating  results from these product lines have
been  classified  as net income  from  operations  sold and  accounted  for as a
separate line item on the financial statements.


Nine Months  ended  September  30,  2004 as  compared  to the Nine Months  ended
September 30, 2003

         Net  revenues  for the  nine  months  ended  September  30,  2004  were
$708,000.  This was a 40%  increase  from net  revenues of $506,000 for the nine
months of 2003. Domestically, revenues were $146,000 greater than the prior year
with the launch of the Natural  Attraction(R)  from  Demeter  product  line,  an
increase in  pheromone  sales,  somewhat  offset by lower sales of the  original
Natural Attraction  products.  International  revenues were $56,000 greater than
the prior year as a result of higher  sales to  distributors  of  private  label
products containing human pheromones.

         Net revenues for the nine months ended September 30, 2004 and 2003 were
as follows:


        Markets                                    2004          2003
        -------                                    ----          ----

        U.S Markets                            $     628     $     482
        International Markets                         80            24
                                               ----------    ----------
        Net Revenues                           $     708     $     506
                                               ==========    ==========

         Gross  profit  for the  first  nine  months  of 2004  increased  69% to
$591,000 from  $349,000 in 2003.  The increase is the result of the higher sales
levels, a favorable sales mix and reduced product costs.  Gross margin increased
to 83%  compared  to 69% in 2003 as a result of the  reduced  product  costs and
favorable sales mix.

         Research and development expenses for the first nine months of 2004 and
2003 were $43,000 and $18,000, respectively. Effective July 15, 2004 the Company
completed  a  Research  Agreement  with the  University  of Utah  and has  begun
research activities from these facilities.

         Selling,  general and  administrative  expenses  for the nine months of
2004 were  $1,053,000 and $803,000 for the comparable  period of 2003.  Selling,
marketing and distribution expenses are $173,000 more than the prior year as the
Company  incurred the expenses  associated with the Demeter  Natural  Attraction
product line launched in the second quarter of 2004,  and the Company  continued
efforts to license its Natural  Attraction brand.  Administrative and facilities
expense were $ 77,000 more than last year  primarily  due to increased  investor
relations costs and basic cost increases in other areas.

         The Company's cash balances  generated  $12,000 in net interest  income
during the first nine months of 2004 and 2003.


                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         At  September  30,  2004,  the Company had cash of  $1,363,000  with no
outstanding  bank  borrowings.  At December 31, 2003,  it had cash of $1,950,000
with no outstanding  bank borrowings.  Net cash used in on-going  activities for
the nine months of 2004 of $572,000 is slightly  better than last years $610,000
despite the increased spending on sales and marketing.

         On April 26, 2004, the Company renewed its 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, 2005,  contains certain  debt-to-equity and working capital covenants.
At  September  30, 2004 the Company  was in  compliance  with all but one of the
covenants  for which the  Company  has  received a waiver  from the bank.  As of
September 30, 2004 there were no amounts outstanding under this agreement.

         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.

Risk Factors

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

         The Company has not had  sustained  profitable  operations  since 1997.
Since 1997, the Company has incurred losses from operations.  However, beginning
in May 2000 the Company  refocused its business model based on product licensing
agreements.  While the Company anticipates that this change in its business will
result in profitable  operations,  it has not to date, and the Company's license
based business model may not be successful in the future.

         The  Company  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 with which they 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 fragrances  and toiletries 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 or its  licensees/distributors  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 products.  The Company or its  distributors may not have sufficient funds to
successfully  market its  products  if the  current  marketing  strategy  is not
successful.

         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  royalty  income and could
cause significant fluctuations in its quarterly results.

         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.


                                       10
<PAGE>

         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  and  its  distributors/licensees  rely  upon  other  companies  to
manufacture its pheromones,  supply  components,  and to blend, fill and package
its fragrance products.  The Company and its  distributors/licensees  may not be
able to obtain or  retain  pheromones  manufacturers,  fragrance  suppliers,  or
component  manufacturers  on  acceptable  terms.  This  would  adversely  affect
operating results.


Item 3.  Controls and Procedures

         Evaluation  of  Disclosure  Controls  and  Procedures.  Based  on their
evaluation as of the end of the period covered by this Quarterly  Report on Form
10-QSB,  our chief executive  officer and chief financial officer have concluded
that our disclosure  controls and procedures (as defined in Rules  13a-15(e) and
15d-15(e) of the  Securities  Exchange Act of 1934) are effective to ensure that
information  required to be  disclosed  by us in reports  that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.

         Changes in Internal  Control Over  Financial  Reporting.  There were no
changes  in  our  internal  control  over  financial  reporting   identified  in
connection  with our evaluation  that occurred  during our second fiscal quarter
that have materially  affected,  or are reasonably likely to materially  affect,
our internal control over financial reporting.


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<PAGE>


                                     PART II
                                OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K


     a. Exhibits


               Exhibit 31.1  Certification   Pursuant  to  Section  302  of  the
                             Sarbanes-Oxley Act

               Exhibit 31.2  Certification   Pursuant  to  Section  302  of  the
                             Sarbanes-Oxley Act

               Exhibit 32    Certification of Chief Executive Officer  and Chief
                             Financial Officer Pursuant to 18 U.S.C. 1350

     b. Reports on Form 8-K

               None


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<PAGE>


                                   SIGNATURES


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


                                         HUMAN PHEROMONE SCIENCES, INC.





Date:  November 9, 2004                  /s/ William P. Horgan
                                         ---------------------
                                         William P. Horgan
                                         Chairman and Chief Executive Officer




Date:  November 9, 2004                  /s/ Gregory S. Fredrick
                                         -----------------------
                                         Gregory S. Fredrick
                                         Chief Financial Officer



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