SEC FORM 4/A

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

UPPALURI SUBBARAO V

(Last)

(First)

(Middle)

C/O WINSTON PHARMACEUTICALS, INC.

100 N. FAIRWAY DRIVE, SUITE 134

(Street)

VERNON HILLS

60061

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/28/2009

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽¹⁾	$0.00	09/24/2009		C			127⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	127,000⁽¹⁾⁽²⁾⁽³⁾	$0	0	D

Explanation of Responses:

1. This Form 4 is being filed to amend a line of transaction information appearing on a previously-filed Form 4, which was previously filed on September 28, 2009, in which (i) column 5 of Table II inadvertently and erroneously indicated that Mr. Uppaluri had disposed of 229 shares of Series A Convertible Preferred Stock and (ii) column 7 of Table II inadvertently and erroneously indicated 229,000 shares of Common Stock (as defined below) underlying such Series A Convertible Preferred Stock. This Form 4 amends such line of transaction information as follows: (i) column 5 of Table II has been amended to indicate that Mr. Uppaluri disposed of 127 shares of Series A Convertible Preferred Stock; and (ii) column 7 of Table II has been amended to indicate 127,000 shares of Common Stock (as defined below) underlying such Series A Convertible Preferred Stock.

2. 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").

3. 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.

	/s/ Uppaluri, Subbarao V.	03/10/2010
	** Signature of Reporting Person	Date
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