- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * HALPRYN GLENN L	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                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O WINSTON PHARMACEUTICALS, INC., 100 N. FAIRWAY DRIVE, SUITE 134	3. Date of Earliest Transaction (MM/DD/YYYY) 9/24/2009
(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	9/24/2009		C		229000   (1) (2)	A	(1)	354781   (2)	D

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
Series B Convertible Preferred Stock	$0.00	9/24/2009		C			229   (1) (2)	(1)	(1)	Common Stock	229000   (1) (2)	$0	0	D

Explanation of Responses:
( 1)	Effective September 24, 2009, each outstanding share of Winston Pharmaceuticals, Inc. (the "Company") Series B Convertible Preferred Stock, par value $0.001 per share, automatically converted into 1,000 shares of the Company's common stock, par value $0.001 per share.
( 2)	Reported amounts reflect share ownership subsequent to the effectuation by the Company on December 15, 2008 (the "Reverse Split Date") of a 1-for-8 reverse stock split whereby each eight shares of the Company's common stock and preferred stock either issued and outstanding or held as treasury shares immediately prior to the Reverse Split Date were automatically reduced and continued as one share of the Company's common stock or preferred stock, as applicable. All of the Company's outstanding securities were adjusted accordingly to reflect such reverse split.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HALPRYN GLENN L C/O WINSTON PHARMACEUTICALS, INC. 100 N. FAIRWAY DRIVE, SUITE 134 VERNON HILLS, IL 60061	X

Signatures
/s/ Halpryn, Glenn L.		9/28/2009
** 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).
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