SC 13D/A 1 hps_13da-123005.txt AMENDMENT NO. 2 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) HUMAN PHEROMONE SCIENCES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 44485Q203 (CUSIP Number) CHIEN-KANG YANG 2221 OLD OAKLAND ROAD, SAN JOSE, CA 95131 (408) 456-0897 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 20, 2005 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ CUSIP No. 44485Q203 ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chien-Kang Yang ================================================================================ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ================================================================================ 3 SEC USE ONLY ================================================================================ 4 SOURCE OF FUNDS PF ================================================================================ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ================================================================================ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Taiwan (Republic of China) ================================================================================ NUMBER OF 7 SOLE VOTING POWER SHARES 657,723 BENEFICIALLY OWNED BY ================================================ EACH REPORTING 8 SHARED VOTING POWER PERSON WITH None ================================================ 9 SOLE DISPOSITIVE POWER 657,723 ================================================ 10 SHARED DISPOSITIVE POWER None ================================================================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 657,723 ================================================================================ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES ================================================================================ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8 % ================================================================================ 14 TYPE OF REPORTING PERSON IN ================================================================================ ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this statement relates is Common Stock ("Issuer Common Stock") of Human Pheromone Sciences, Inc., a California corporation (the "Issuer"). The principal executive offices of the Issuer are located at 84 West Santa Clara Street, Suite 720, San Jose, CA 95113. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the person filing this statement is Chien-Kang Yang, hereinafter sometimes referred to as the "Reporting Person." (b) The principal business address and the principal office of the Reporting Person is: 2221 Old Oakland Road, San Jose, CA 95113. (c) The Reporting Person's principal occupation or employment is as the chief executive officer of a telecom/data entry services company, with a business address at 2221 Old Oakland Road, San Jose, CA 95113. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States Federal or State securities laws or finding any violations with respect to such laws. (f) Taiwan (Republic of China) ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person originally acquired 657,723 shares of Issuer Common Stock on December 20, 2005 for aggregate consideration consisting of $328,861.50 in cash, in accordance with an accord and satisfaction agreement (the "Agreement") dated December 20, 2005. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the Issuer Common Stock held by him for investment purposes in connection with the Agreement described in Item 3. Except as described in this Item 4, the Reporting Person has no plans or proposals that would result in any of the transactions described in items (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) See Rows 11 and 13 of the Cover Page. (b) See Rows 7 through 10 of the Cover Page. The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the shares reported by him in Item 5(a). (c) During the past sixty days, the only transactions by the Reporting Person involving the Issuer's Common Stock are described in Item 3 above. (d) To the best knowledge of the Reporting Person, no other person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of Issuer Common Stock reported in Item 5(a). (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth in Items 3 and 4 of this Schedule 13D is incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None ================================================================================ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. REPORTING PERSON: Date: December 29, 2005 By: /s/ Chien-Kang Yang ------------------------------ Name: Chien-Kang Yang