WPHM Winston Pharmaceuticals Inc (CE)

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		975657107

(1) Includes 18,399,271 shares of common stock and 8,958,975 warrants to purchase common stock.

CUSIP No.		975657107

Item 1. Security and Issuer.

This statement relates to shares of common stock, par value $.001 per share, of Winston Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 100 North Fairway Drive, Suite 134, Vernon Hills, IL 60061.

Item 2. Identity and Background.

This statement on Schedule 13D is filed by Pharmaceutical Financial Syndicate, LLC, a Delaware limited liability company (“PFS”).

Dr. Joel E. Bernstein owns a 31% equity interest in PFS and is its manager. The address of Dr. Bernstein is c/o Winston Pharmaceuticals, Inc., 100 North Fairway Drive, Suite 134, Vernon Hills, IL 60061. Dr. Bernstein is a citizen of the United States

During the past five years, neither PFS nor Dr. Bernstein has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

During the past five years, neither PFS nor Dr. Bernstein has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds and Other Consideration.

On May 19, 2010, an aggregate of 18,399,271 outstanding shares of the Issuer’s common stock and warrants to purchase an aggregate of 8,958,975 shares of the Issuer’s common stock (collectively, the “Acquired Securities”) were sold by Frost Gamma Investments Trust (“Frost Gamma”), Subbarao Uppaluri, a director of the Company, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group”) to Pharmaceutical Financial Syndicate, LLC (“PFS”) pursuant to a Stock Purchase Agreement (the “SPA,” and such transaction, the “Acquisition”).

As consideration for the Acquired Securities, PFS paid the Frost Group an aggregate amount of cash equal to $789,500 and executed non-recourse promissory notes in favor of each of the members of the Frost Group in the aggregate principal amount of $10,263,500 (the “Promissory Notes”). 92.857% of the Acquired Securities (the “Escrowed Securities”) were placed in escrow pursuant to the SPA and an escrow agreement by and among PFS, the Frost Group and an escrow agent (the “Escrow Agreement”) as security for the payment of the Promissory Notes. The Escrowed Securities are subject to release to PFS in proportion to its payment of principal under each of the Promissory Notes. The source of funds for this transaction was the working capital of PFS.

Item 4. Purpose of Transaction.

PFS purchased the Acquired Securities for general investment purposes, and retains the right to change its investment intent.

On May 19, 2010, as provided in the SPA, and simultaneous with the Acquisition, three of the Company’s directors, namely Subbarao Uppaluri, Glenn Halpryn and Curtis Lockshin, resigned as directors of the Company. Upon completion of the Acquisition, as the manager of PFS, Dr. Bernstein is deemed to be the beneficial owner of all of the Acquired Securities. These interests, together with Dr. Bernstein’s other equity interests in the Company, include an aggregate of 53,094,765 shares of common stock, options to purchase 100,000 shares of common stock (including 20,000 vested options), and warrants to purchase 8,958,975 shares of common stock, or approximately 61.5% of the Company. Pursuant to Rule 13d-4, Dr. Bernstein disclaims beneficial ownership of those Acquired Securities in which he does not have a pecuniary interest through PFS, consisting of 12,695,497 shares and 6,181,693 warrants.

Other than as set forth above, PFS does not currently have any plans or proposals, either individually or collectively with another person, which relates to or would result in any event enumerated in items (a) through (j) of Item 4.

Item 5. Interest in Securities of the Company.

(a) The aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by PFS may be found in rows 11 and 13 of the Cover Page of this Schedule 13D, which hereby is incorporated by reference.

CUSIP No.		975657107

Upon completion of the Acquisition, as the manager of PFS, Dr. Bernstein is deemed to be the beneficial owner of all of the Acquired Securities. These interests, together with Dr. Bernstein’s other equity interests in the Company, include an aggregate of 53,114,765 shares of common stock, options to purchase 100,000 shares of common stock (including 20,000 vested options), and warrants to purchase 8,958,975 shares of common stock, or approximately 61.5% of the Company. Pursuant to Rule 13d-4, Dr. Bernstein disclaims beneficial ownership of those Acquired Securities in which he does not have a pecuniary interest through PFS, consisting of 12,695,497 shares and 6,181,693 warrants.

(b) The powers that PFS has relative to the shares of the Issuer’s common stock discussed herein may be found in rows 7 through 10 of the Cover Page of this Schedule 13D, which hereby is incorporated by reference.

The powers that Dr. Bernstein has relative to the shares of the Issuer’s common stock discussed herein may be found in paragraph (a) of Item 5 above, which is hereby incorporated by reference.

(c) On April 7, 2009, Dr. Bernstein was awarded options to purchase 100,000 shares of the Company’s common stock which options vest in five equal annual installments commencing on April 7, 2010. On May 19, 2010, the Acquired Securities consisting of an aggregate of 18,399,271 outstanding shares of the Issuer’s common stock and warrants to purchase an aggregate of 8,958,975 shares of the Issuer’s common stock were sold by the Frost Group to PFS.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

See Item 5(c). Simultaneous with the Acquisition, PFS entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with each of the members of the Frost Group and the Issuer, and Dr. Bernstein and his spouse, Carole Bernstein, entered a Standstill Agreement with the Issuer and the members of the Frost Group (the “Standstill Agreement”). Among other things, the Registration Rights Agreement grants PFS and each of the members of the Frost Group certain piggyback registration rights with respect to the Acquired Securities in the event that the Issuer proposes to register any class of its common stock under the Securities Act of 1933, as amended, for its own account or for the account of any holder of its securities. Among other things, under the Standstill Agreement, Dr. and Mrs. Bernstein have agreed, for so long as any of the Promissory Notes remain outstanding, that they shall not sell, offer to sell, transfer, assign, pledge or hypothecate any securities of the Issuer directly or indirectly owned by them, or deemed to be beneficially owned by them, including any securities of the Issuer obtained after the date of the Standstill Agreement. In the event of Dr. Bernstein’s death, such restrictions shall terminate immediately and Mrs. Bernstein shall be entitled to exercise full dispositive power with respect to any such securities. In addition, under the Standstill Agreement, Dr. and Mrs. Bernstein have agreed not to enter into any agreement with respect to the Issuer’s securities that is inconsistent with or violates the rights granted to the parties to the Standstill Agreement under the SPA or the Escrow Agreement. The foregoing descriptions of the Registration Rights Agreement and the Standstill Agreement are summaries and are qualified in their entirety by the terms and conditions of the Registration Rights Agreement and the Standstill Agreement, copies of which are attached as exhibits to this Schedule 13D.

Item 7. Materials to be Filed as Exhibits.

	1.		Stock Purchase Agreement by and among Pharmaceutical Financial Syndicate, LLC, Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao.
	2.		Escrow Agreement by and among Pharmaceutical Financial Syndicate, LLC, Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin, Jane Hsiao and Wells Fargo Bank, National Association.
	3.		Promissory Note made by Pharmaceutical Financial Syndicate, LLC in favor of Frost Gamma Investments Trust.
	4.		Promissory Note made by Pharmaceutical Financial Syndicate, LLC in favor of Subbarao Uppaluri.
	5.		Promissory Note made by Pharmaceutical Financial Syndicate, LLC in favor of Steven D. Rubin.
	6.		Promissory Note made by Pharmaceutical Financial Syndicate, LLC in favor of Jane Hsiao.

CUSIP No.		975657107

	7.		Registration Rights Agreement between Pharmaceutical Financial Syndicate, LLC, Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao, Ph.D.
	8.		Standstill Agreement between Joel E. Bernstein, Carole Bernstein, Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao.

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CUSIP No.		975657107

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Winston Pharmaceuticals (CE) (USOTC:WPHM)
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Winston Pharmaceuticals (CE) (USOTC:WPHM)
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