UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~October 2315, 2009

Winston Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)


Delaware	000-51314	30-0132755
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


100 North Fairway Drive, Suite 134 Vernon Hills, Illinois		60061
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 362-8200

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.0201 ~~Termination~~Other ~~of a Material Definitive Agreement~~Events

OnWinston ~~July 23~~Laboratories, ~~2009~~Inc. (“Winston Labs”), ~~Joel~~a E.wholly-owned ~~Bernstein~~subsidiary of Winston Pharmaceuticals, MInc.D. ~~notified~~(OTC BB: WPHM) (the ~~Board~~“Company”), announced that it has received a Notice of ~~Directors~~Non-compliance (~~the~~ “~~Board~~NON”) offrom ~~Winston~~the Therapeutics Drug ~~Pharmaceuticals~~Directorate, ~~Inc.~~Health Canada (the “~~Company~~Directorate”) offor ~~his~~its ~~resignation~~New asDrug ~~President,~~Submission ~~Chief~~(NDS) for ~~Executive~~CIVANEX ~~Officer~~(zucapsaicin ~~and~~cream ~~Chairman~~0.075%) for of the ~~Board~~ treatment of the ~~Company,~~signs ~~effective~~and ~~September 22,~~symptoms ~~2009,~~of ~~while~~osteoarthritis. ~~remaining~~The asDirectorate aremarked ~~member~~that of the ~~Board.~~analysis ~~The~~of ~~Company~~the ~~anticipates entering~~pivotal ~~into~~trial adid ~~consulting~~not ~~agreement~~support ~~with~~the Drrequested indication. ~~Joel~~ ~~Bernstein~~Winston onLabs has ora ~~prior~~period toof ~~September 22,~~ninety ~~2009.~~days ~~The~~to ~~terms~~submit ofa ~~such consulting~~response ~~agreement~~to ~~have~~the ~~not~~Directorate’s ~~yet~~NON, ~~been~~which ~~negotiated~~it orintends ~~determined~~to do.

~~Pursuant~~A tocopy ~~the Employment Agreement between the Company and Dr. Bernstein dated as~~ of ~~September 25, 2008, and filed as exhibit 10.2 to~~ the Company’s ~~current~~press ~~report~~release onannouncing ~~Form~~such ~~8-K~~notice asis filed ~~with~~herewith ~~the~~as ~~Securities and Exchange Commission on October~~Exhibit 99.1~~, 2008 (the “Employment Agreement”), Dr~~. ~~Bernstein’s employment with the Company will terminate effective~~ ~~September 22, 2009, with the customary confidentiality, non-compete, and intellectual property ownership provisions,~~ ~~that survive termination as more fully described in the Employment Agreement, surviving such termination.~~

Item 59.0201. ~~Departure~~Financial ofStatements ~~Directors~~and ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Exhibits

(bd) On July 23, 2009, Joel E. Bernstein, M.D. notified the Board of his resignation as President, Chief Executive Officer and Chairman of the Board of the Company, effective September 22, 2009, while remaining as a member of the Board. The Company anticipates entering into a consulting agreement with Dr. Joel Bernstein on or prior to September 22, 2009. The terms of such consulting agreement have not yet been negotiated or determined. Robert A. Yolles, a Director of the Company since 2008, will succeed Dr. Joel E. Bernstein as the Chairman of the Board. Exhibits

~~(c) On July 24, 2009, the Board elected Jeffrey R~~99.1 ~~Bernstein,~~Press ~~Ph.D.~~Release ~~to the position~~ of ~~President~~Winston ~~and Chief Executive Officer~~Pharmaceuticals, ~~effective September 22, 2009~~Inc. ~~Dr. Jeffrey Bernstein is a son of Dr. Joel Bernstein~~, ~~who,~~dated asOctober ~~described in Item 5.02(b) above~~19, ~~has resigned as President, Chief Executive Officer and Chairman of the Board of the Company, effective September 22,~~ 2009. ~~Dr. Jeffrey Bernstein is 39 years old.~~

~~Dr. Jeffrey Bernstein graduated Amherst College summa cum laude, was a Fulbright Scholar resident in~~2 ~~Japan, and received an A.M. and Ph.D. in Business Economics from Harvard University. Following stints as an~~ ~~Advanced Research Fellow at Harvard and an academic position in public affairs and applied economics at the~~ ~~University of Wisconsin – Madison, Dr. Jeffrey Bernstein joined Winston Laboratories, Inc. (“Winston Labs”) in~~ ~~2001 where he moved through a succession of positions culminating in Chief Operating Officer from 2005 – 2007.~~ On September 30, 2007, Dr. Jeffrey Bernstein resigned from Winston Labs, and entered into a consulting agreement with such company, effective as of October 1, 2007. He has served as a consultant to Winston Labs since 2007, and to the Company since the consummation of its merger transaction with Winston Labs on September 25, 2008.

2SIGNATURES

~~The~~Pursuant ~~Company~~to ~~anticipates~~the ~~entering~~requirements ~~into~~of anthe ~~employment~~Securities ~~agreement~~Exchange ~~with~~Act ~~Dr. Jeffrey~~of ~~Bernstein~~1934, onthe orRegistrant ~~prior~~has ~~to September 22,~~duly ~~2009.~~caused ~~The~~this ~~terms~~report ofto be ~~such~~signed ~~employment~~on ~~agreement~~its ~~have~~behalf ~~not~~by ~~yet~~the ~~been~~undersigned ~~negotiated~~thereunto orduly ~~determined~~authorized.

Item 9.01. Financial Statements and Exhibits


Date: October 19, 2009	WINSTON PHARMACEUTICALS, INC.

	By:	/s/ Joel E. Bernstein

		Joel E. Bernstein, M.D.
		Chief Executive Officer

~~(d) Exhibits~~3

3EXHIBIT INDEX

399.1 Press Release of Winston Pharmaceuticals, Inc., dated October 19, 2009.

~~SIGNATURES~~4

Date: July 28, 2009	WINSTON PHARMACEUTICALS, INC.
	By:	/s/ Joel E. Bernstein
		Joel E. Bernstein, M.D.
		Chief Executive Officer

EXHIBIT INDEX

99.1 Press Release of Winston Pharmaceuticals, Inc., dated July 28, 2009.

Filing Compare · Winston Pharmaceuticals, Inc.