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 *

UPPALURI SUBBARAO V 		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    127000   (1) (2) A   (1) 209449   (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 A Convertible Preferred Stock   $0.00   9/24/2009     C         229   (1) (2)     (1)   (1) Common Stock   229000   (1) (2) $0   0   D    
Warrants to purchase Common Stock   $0.39   9/24/2009     C      89589   (2) (3)      9/25/2008   11/13/2012   Common Stock   89589   (2) (3) $0   89589   (2) (3) D    
Warrants to purchase Series A Convertible Preferred Stock   $392.72   9/24/2009     C         89.589   (2) (3)   9/25/2008   11/13/2012   Series A Convertible Preferred Stock   89.589   (2) (3) $0   0   (2) (4) D    

Explanation of Responses:
( 1)  Effective September 24, 2009, each outstanding share of Winston Pharmaceuticals, Inc. (the "Company") Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), automatically converted into 1,000 shares of the Company's common stock, par value $0.001 per share ("Common Stock").
( 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.
( 3)  Effective September 24, 2009, in connection with the automatic conversion of each outstanding share of Series A Preferred Stock into 1,000 shares of Common Stock, each outstanding warrant to purchase shares of Series A Preferred Stock, automatically converted into a warrant to purchase 1,000 shares of Common Stock at an exercise price of $0.39 per share.
( 4)  Reported amounts exclude warrants reported elsewhere in this Form 4.

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



Signatures
/s/ Uppaluri, Subbarao V. 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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