Mail Stop 0510
April 22, 2005
via U.S. mail and facsimile
Gregory S. Fredrick
Chief Financial Officer
Human Pheromone Sciences, Inc.
84 W Santa Clara St. Suite 720
San Jose, California 95113
RE: Human Pheromone Sciences, Inc.
Form 10-KSB for the fiscal year ended December 31, 2004
Filed March 30, 2005
File No. 0-23544
Dear Mr. Fredrick:
We have reviewed your filings and have the following
comment.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
disclosures in future filings in response to these comments. If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. We have asked you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the year ended December 31, 2004
MD&A
1. We note that your accounts receivable balance as of December
31,
2004 has increased 582% when compared to your balance as of
December
31, 2003, which significantly impacted your cash flows used in
operations. We further note that net revenue increased by 76% for
fiscal year 2004 as compared to fiscal year 2003 and that your
receivable day sales outstanding has increased to 54.6 days as of
December 31, 2004 from 24.7 days as of December 31, 2003. Due to
the
significant impact of your receivables on your cash flows used in
operations, your historical cash flows used in operations, and the
volatility of timing in collecting accounts receivable, please
provide the following information, at a minimum, in future filings
of
your Form 10-KSB and Forms 10-QSB:
* Historical sources of cash (e.g., operations, sale of REALM
product
line, financing, etc.);
* Trends and uncertainties related to your cash flows and
liquidity
o For fiscal year 2004, you stated that you expected your 2004
sales
to decline due to maturing fragrance lines with shortening life
cycles; however, your fiscal year 2004 sales increased by 76%.
Your
results of operations and liquidity discussion should provide a
comprehensive analysis of known trends and uncertainties related
to
revenue, including your expectations of the impact of maturing
product lines and new operating focus of licensing your human
pheromone patents on future sales.
o Your gross profit margin increased to 81% in fiscal year 2004 as
compared to 73% in fiscal year 2003 and your SG&A as a percentage
of
net revenue decreased to 124% in fiscal year 2004 as compared to
164%
in fiscal year 2003. Due to the significance of the changes
between
periods presented, please provide a comprehensive analysis of
these
significant trends. For example, provide more specifics for why
pheromone costs decreased in fiscal year 2004.
* Detailed discussion and analysis regarding the trends and
uncertainties surrounding the collectibility of accounts
receivable,
including why your day sales outstanding significantly increased
when
compared to the prior period.
* Detailed discussion and analysis regarding your ability to meet
your short-term and long-term cash requirements. Specifically,
discuss how you intend to generate or obtain cash (e.g., business
operations, asset sales, debt issuances, stock issuances, etc.)
and
how you intend to maintain your operations.
Note that this is not meant to represent an all-inclusive list of
where your MD&A could be improved. You should provide
quantification
of amounts and further clarification and analysis throughout your
discussion. Refer to Item 303 of Regulation S-B and the SEC
Interpretive Release No. 33-8350 dated December 19, 2003 for
further
guidance.
In your supplemental response, please tell us, in detail, how you
intend to revise your future filings to address the above points.
* * * *
As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your response to our comment and
provides any requested supplemental information. Detailed
response
letters greatly facilitate our review. Please file your response
letter on EDGAR. Please understand that we may have additional
comments after reviewing your response to our comment.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:
? the company is responsible for the adequacy and accuracy
of
the disclosure in the filing;
? staff comments or changes to disclosure in response to
staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
? the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Tracey Houser, Staff Accountant, at (202)
942-
1989, or me at (202) 942-2923 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Nili Shah
Accounting Branch Chief
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Mr. Fredrick
Human Pheromone Sciences, Inc.
April 22, 2005
Page 1 of 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE