UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~June~~ May 2016, ~~2007~~2011

HUMAN PHEROMONE SCIENCES, INC.

(Exact name of Registrant as specified in its charter)

CALIFORNIA	0-23544	094-~~23544~~3107202	~~94-3107202~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
84 W. SANTA CLARA STREET, SUITE 720, SAN JOSE, CALIFORNIA 95113
of incorporation)	File Number)	Identification No.)
Address of principal executive offices, including zip code
Registrant’s telephone number, including area code: (408) 938-3030
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

84 W. SANTA CLARA STREET, SUITE 720, SAN JOSE, CALIFORNIA	95113
(Address of principal executive offices)	(Zip code)

Registrant’s ¨ telephone number, including area code: (408) 938-3030

~~Written~~(Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, ~~425~~if ~~under~~Changed ~~the~~Since ~~Securities~~Last ~~Act (17 CFR 230.425~~Report)

Check ¨ the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Soliciting~~|_| ~~material~~Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

|_| ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(Bb))

|_| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Pre-commencement~~Item ~~communications~~1.01. ~~pursuant~~Entry tointo ~~Rule~~a ~~13e-4(c))~~Material ~~under~~Definitive ~~the Exchange Act (17 CFR 240~~Agreement.~~13e-4c))~~

~~ITEM~~On 5May 16, 2011 the Human Pheromone Sciences, Inc.02 (‘Company”) and CrowdGather, Inc. (“CrowdGather”) entered into an Asset Purchase and License Agreement (the “Agreement”). Pursuant to the Agreement, the Company sold to CrowdGather the EROX registered trademark in the United States, Hong Kong and Switzerland and the erox.com domain name in exchange for an aggregate advance payment of $100,000.

~~Departure~~In ofaddition, ~~Directors~~CrowdGather obtained the exclusive license to make, use, sell, distribute, or ~~Certain~~other ~~Officers;~~wise ~~Election~~commercially exploit rights for product containing a combination of ~~Directors;~~the ~~Appointment~~Company compounds (the “EROX Product”) marketed to adults solely through adult sex-based Internet distribution channels worldwide, with the exception of ~~Certain~~Taiwan, ~~Officers;~~for ~~Compensatory~~the ~~Arrangements~~five-year term, which may be extended for an additional five (5) year period(s) upon mutual agreement of ~~Certain~~both ~~Officers~~parties.

OnPursuant ~~June~~to ~~20,~~the ~~2007~~Agreement, the ~~Board~~Company ofreceived ~~Directors~~a $100,000 payment upon execution of ~~Human~~the ~~Pheromone~~Agreement, ~~Sciences~~$50,000 ~~Inc.~~as (compensation for the ~~Registrant,~~assets acquired by CrowdGather and for the “consulting services the Company” orwill ~~“HPS”)~~provide ~~elected~~for Mrproduct development, manufacturing and fulfillment facilitation. ~~Carson~~The ~~Tang~~remaining as$50,000 advance payment received will be applied, at a ~~director~~future date, to acquire restricted common stock of the Company. Within to30 ~~serve~~days ~~until~~of receipt of the EROX Product from the Company’s, ~~2008~~CrowdGather ~~meeting~~shall accept the EROX Product or request changes to the EROX Product; not later than 60 days from the end of ~~shareholders. Mr.~~such ~~Tang~~thirty ~~serves~~(30) day period CrowdGather agrees to apply $50,000 of the advance payment as the ~~Managing~~payment ~~Partner~~for the purchased assets and paid up development fee and the remaining $50,000 of the ~~Renovatio~~advanced ~~Global~~payment ~~Fund,~~fee awill ~~technology-based~~be ~~fund~~converted ~~based~~into inrestricted ~~San~~common ~~Jose,~~stock ~~California~~of the Company. ~~Renovatio~~ The ~~Global~~number ~~Fund~~of ~~currently~~shares ~~holds~~of ~~approximately~~the ~~655~~Company’s common stock to be issued to CrowdGather shall be calculated by dividing $50,000 ~~shares~~by ~~(16%)~~the closing price of the Company’s ~~Common~~common ~~Stock~~stock on such sixtieth (60) day. ~~Mr.~~ If ~~Tang~~such ~~also~~day ~~was~~is ~~appointed~~not a ~~member~~trading ofday (a day on which the ~~Board’s~~New ~~compensation~~York ~~committee~~Stock toExchange ~~fill~~is ~~the~~open ~~seat~~for ~~previously~~business) ~~held~~it byshall ~~Mrs.~~be ~~Helen~~calculated ~~Leong,~~by ~~who~~using ~~will~~the ~~continue~~closing asprice the ~~Audit~~next ~~Committee~~such ~~chairperson~~trading day.

AsThe aAgreement ~~non-employee~~contains ~~director~~typical ofrepresentation ~~the~~and ~~company,~~warranties ~~Mr. Tang~~and ~~received~~indemnification anprovisions. The ~~initial~~foregoing ~~stock~~description ~~option grant~~ of ~~20,000~~the ~~shares~~Agreement ofis ~~Common~~not ~~Stock,~~complete ~~which will vest~~ and ~~become~~is ~~exercisable~~qualified atin ~~the~~its ~~rate~~entirety ofby ~~one-twelfth~~reference ofto the ~~number~~full text of ~~shares covered by~~ the ~~option each month following the grant date~~Agreement, sowhich ~~long as Mr. Tang~~ is ~~serving~~attached as aExhibit ~~director, with full vesting on June 20, 2008~~10. ~~The~~1 ~~option~~to ~~exercise~~this ~~price~~Current isReport ~~$0.82 per share, which was the closing price of the Company’s common stock~~ on ~~the~~Form ~~day~~8-K ofand ~~the~~is ~~grant.~~incorporated ~~Mr. Tang~~herein ~~will~~by ~~receive automatic annual option grants on the same terms as other non-employee directors~~reference.

~~ITEM~~Item 92.01. Completion of Acquisition or Disposition of Assets.

~~Financial~~The ~~Statements~~information ~~and~~set ~~Exhibits~~forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The full text of the Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference

~~(d)~~Item 3.02. Unregistered Sales of Equity Securities.

~~Exhibits~~The issuance of the Company’s common stock to CrowdGather pursuant to the Agreement will not be registered under the Securities Act of 1933, as amended. Such shares will instead be issued in reliance upon the exemption for transactions by an issuer not involving a public offering under Section 4(2) of the Securities Act.

99Item 8.101. Other Events.

~~Press~~In ~~Release~~connection ~~dated~~with ~~June~~the 25above transaction, ~~2007~~the Company changed its corporate web site to www.hpsna.com.

-Item 29.01. -Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits

~~Pursuant~~10.1 toAsset ~~the~~Purchase ~~requirements~~and ofLicense ~~the~~Agreement ~~Securities~~with ~~Exchange~~CrowdGather ~~Act~~Inc. ofdated ~~1934~~May 16, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2011

~~HUMAN~~- ~~PHEROMONE~~2 ~~SCIENCES, INC.~~-

~~Date: June 25, 2007~~SIGNATURE

~~By:~~Pursuant ~~/s/~~to ~~William~~the P.requirements ~~Horgan~~ of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

William P. Horgan, Chief Executive Officer

	HUMAN PHEROMONE SCIENCES, INC.


Date: May 18, 2011	By:	/s/ William P. Horgan
		William P. Horgan, Chief Executive Officer

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EXHIBIT INDEX

9910.1 Asset Purchase and License Agreement with CrowdGather Inc. dated May 16, 2011

~~Press~~- ~~Release~~4 ~~dated June 25, 2007.~~ -

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