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Filing Details

Accession Number:: 0001209191-10-029677
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-05-21 13:00:00
Reporting Period:: 2010-05-19

Filing Date:: 2010-05-21
Accepted Time:: 2010-05-21 16:09:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1302554	Winston Pharmaceuticals Inc.	WPHM	Pharmaceutical Preparations (2834)	300132755

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1447384	E. Joel Bernstein	C/O Winston Pharmaceuticals, Inc. 100 N. Fairway Drive, Suite 134 Vernon Hills IL 60061	President And Ceo	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-05-19	18,399,271	$0.00	18,399,271	No	4	P	Indirect	By LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Warrants	Acquisiton	2010-05-19	8,958,975	$0.00	8,958,975	$0.39

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,958,975	2010-05-18	2012-11-13	No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	13,027,133	Direct
Common Stock	12,709,386	Indirect	By Spouse

Footnotes

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.
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.
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.