FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bernstein Joel E. 		2. Issuer Name and Ticker or Trading Symbol

Winston Pharmaceuticals, Inc. [ WPHM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O WINSTON PHARMACEUTICALS, INC., 100 N. FAIRWAY DRIVE, SUITE 134 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2010
(Street)

VERNON HILLS, IL 60061
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/19/2010     P    18399271   (1) A   (2) 18399271   (1) I   By LLC  
Common Stock                  13027133   D    
Common Stock                  12709386   I   By Spouse  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants   $0.39   5/19/2010     A      8958975   (3)      5/18/2010   11/13/2012   Common Stock   8958975   (3)   (2) 8958975   (3) I   By LLC  

Explanation of Responses:
( 1)  Reported amount represents 18,399,271 shares of the Company's common stock owned by Pharmaceutical Financial Syndicate, LLC ("PFS"), an entity managed by the reporting person and in which the reporting person holds a 31% interest, and excludes 13,027,133 shares of the Company's common stock directly beneficially owned by the reporting person and 12,709,386 shares of the Company's common stock beneficially owned by the reporting person's spouse. Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of all of the shares beneficially owned by his spouse, as well as the 12,695,497 shares beneficially owned by PFS in which the reporting person has no pecuniary interest.
( 2)  On May 19, 2010, PFS purchased 18,399,271 shares of the Company's common stock and warrants to purchase 8,958,975 shares of the Company's common stock for $789,500 in cash and non-recourse promissory notes in the amount of $10,263,500.
( 3)  Reported amount excludes the following securities directly beneficially owned by the reporting person: options to purchase 100,000 shares of the Company's common stock, vesting in five equal installments, initially exercisable on 04/07/2010 and expiring on 04/07/2019. Reported amount represents warrants to purchase 8,958,975 shares of the Company's common stock beneficially owned by PFS. Pursuant to Rule 13d-4, the reporting person disclaims beneficial ownership of the 6,181,693 warrants beneficially owned by PFS in which the reporting person has no pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bernstein Joel E.
C/O WINSTON PHARMACEUTICALS, INC.
100 N. FAIRWAY DRIVE, SUITE 134
VERNON HILLS, IL 60061 		X X President and CEO

Signatures
/s/ Joel E. Bernstein 5/21/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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