U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]      Quarterly  Report Under Section 13 or 15(d) Of The Securities  Exchange
         Act of 1934: For the quarterly period ended March 31, 1999.

[ ]      Transaction report under Section 13 or 15(d) of the Exchange
         Act for the transition period from _________ to __________

Commission File Number 1-9629

                             WINSTON RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                    13-3134278
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

535 Fifth Avenue, New York, New York 10017-3662
(Address of Principal Executive Offices)

                                                  (212) 557-5000
                                            (Issuer's telephone number)

                                                  NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                         Yes [X] No [ ]

          APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  3,233,521  shares of Common
Stock, par value $.01 per share, outstanding on August 6, 1999.

<PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES

<TABLE>
<S>                                                                                  <C>
                                                       Index

                                                                                                               Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

  The following financial statements of the Registrant
  are included:

  Condensed Consolidated Balance Sheets - June 30, 1999
  (unaudited) and December 31, 1998                                                                             3-4

  Condensed Consolidated Statements of Income
  (unaudited)  - Three Months Ended June 30, 1999 and 1998                                                        5

 Condensed Consolidated Statements of Income
  (unaudited)  - Six Months Ended June 30, 1999 and 1998                                                          6

 Condensed Consolidated Statements of Cash Flows
  (unaudited) - Three Months Ended June 30, 1999 and 1998                                                       7-8

  Notes to Condensed Consolidated Financial Statements
  (unaudited)                                                                                                  9-12

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations                                                              13-16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                                        17

Item 2. Changes in Securities                                                                                    17

Item 3. Defaults Upon Senior Securities                                                                          17

Item 4. Submission of Matters to a Vote of Security-Holders                                                      17

Item 5. Other Information                                                                                        18

Item 6. Exhibits and Reports on Form 8-K                                                                         18

</TABLE>

                                        2

<PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES

                                   ___________

                      Condensed Consolidated Balance Sheets
                                   (Unaudited)

                         PART I - FINANCIAL INFORMATION



Item 1.           FINANCIAL STATEMENTS

<TABLE>
<S>                                                                   <C>                           <C>

Assets                                                                   June 30, 1999                     December 31, 1998

                 Current Assets:
                  Cash and cash equivalents                                      $  2,617,000                   $  2,047,000


                  Accounts receivable, trade, net                                   8,298,000                      9,036,000


                  Prepaid expenses and other
                   current assets                                                     675,000                        118,000
                  Securities available for sale                                       477,000                        455,000
                  Total current assets                                             12,067,000                     11,656,000

                 Property and equipment, net                                          633,000                        649,000

                 Other Assets:
                  Security deposits and
                  other assets                                                        619,000                        614,000

                 Total Assets                                                     $13,319,000                    $12,919,000

</TABLE>


                      Condensed Consolidated Balance Sheets
                             Continued On Next Page.
                       SEE NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                                        3

                                     <PAGE>


                    WINSTON RESOURCES, INC. AND SUBSIDIARIES


                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
                                    <TABLE>
<S>                                                         <C>                                     <C>

                                                                  June 30, 1999                     December 31, 1998

Current liabilities:
 Accounts payable and accrued
  expenses                                                           $   4,980,000                          $  5,342,000
 Capital lease obligations                                                  19,000                                18,000
    Total current liabilities                                            4,999,000                             5,360,000


 Deferred rent                                                             230,000                               255,000
 Long-term portion of capital
  lease obligations                                                          7,000                                17,000
     Total liabilities                                                   5,236,000                             5,632,000

Stockholders' equity:
 Preferred stock - $100 par
   value; authorized 2,000,000
   shares, no shares issued

 Common stock - $.01 par
   value; authorized
   10,000,000 shares, issued
   and outstanding - 3,233,521
   shares at June 30, 1999
   and 3,228,121 shares at
   December 31, 1998                                                        32,000                                32,000
 Additional paid-in capital                                              4,462,000                             4,456,000
 Retained earnings                                                       3,389,000                             2,612,000
 Unrealized gain on securities
  available-for-sale, net                                                  200,000                               187,000
   Total stockholders' equity                                            8,083,000                             7,287,000
   Total liabilities and
   stockholders' equity                                              $  13,319,000                         $  12,919,000


</TABLE>

                       SEE NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS.

                                        4

<PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES



                   Condensed Consolidated Statements of Income
                                   (Unaudited)

                                    <TABLE>
<S>                                                                   <C>                      <C>
                                                                                      Three Months Ended
                                                                                          June 30

                                                                                   1999                   1998
Revenue:

  Placement fees and related income                                        $ 14,967,000             $15,098,000

Operating expenses:
  Compensation and other benefits                                            11,923,000              11,804,000
  Selling, general and administrative                                         2,271,000               2,486,000
                                                                             14,194,000              14,290,000

Income from operations                                                          773,000                 808,000

Interest expense (income), net                                                    2,000                 (16,000)
Income before provision for income taxes                                        771,000                 824,000

Provision for income taxes                                                      354,000                  379,000
Net income                                                                  $   417,000             $   445,000

Basic earnings per share                                                    $      0.13             $      0.14

Diluted earnings per share                                                  $      0.12             $      0.13

</TABLE>


                       SEE NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                                        5

                                     <PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES



                   Condensed Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<S>                                                                       <C>                       <C>
                                                                                           Six Months Ended
                                                                                                June 30

                                                                                      1999                    1998
Revenue:

  Placement fees and related income                                           $ 29,773,000             $29,506,000

Operating expenses:
  Compensation and other benefits                                               23,739,000              23,197,000
  Selling, general and administrative                                            4,592,000               4,857,000
                                                                                28,331,000              28,054,000

Income from operations                                                           1,442,000               1,452,000

Interest expense (income), net                                                       4,000                (30,000)
Income before provision for income taxes                                         1,438,000               1,482,000

Provision for income taxes                                                         661,000                 682,000
Net income                                                                     $   777,000             $   800,000

Basic earnings per share                                                       $      0.24             $      0.25

Diluted earnings per share                                                     $      0.23             $      0.23

</TABLE>

                       SEE NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                                        6

                                     <PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES


                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<S>                                                                                  <C>                    <C>
                                                                                            Six Months Ended
                                                                                                June 30

                                                                                          1999                    1998
Cash Flows from operating activities:

Net income                                                                           $777,000                 $800,000

Adjustments to reconcile net income
  to net cash provided by operating activities

Depreciation and amortization                                                          92,000                   93,000
Deferred rent                                                                         (25,000)                (24,000)
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable                                            738,000              (1,040,000)
(Increase) in prepaid
  expenses and other current assets                                                  (192,000)                (65,000)
(Increase) in security deposits and
  other assets                                                                         (5,000)                (37,000)
(Decrease) Increase in accounts payable and
  accrued expenses and income taxes payable                                          (362,000)               1,704,000


Net cash provided by  operating activities                                          1,023,000                1,431,000

Cash flows (used in) investing
   activities:

   Purchases of property and equipment                                                (85,000)               (231,000)

</TABLE>

                 Condensed Consolidated Statement of Cash Flows
                             Continued On Next Page.

                       SEE NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                                        7
                                     <PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES


                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<S>                                                                               <C>               <C>
                                                                                              Six Months Ended
                                                                                                  June 30

                                                                                          1999                        1998
Cash flows (used in) provided by  financing activities:
 Deferred expenses related to tender offer of common stock                             365,000                          --
 Proceeds from exercise of options                                                       6,000                       6,000
 Repayment of capital leases                                                           (9,000)                     (8,000)
Net cash (used in) provided by financing activities                                  (368,000)                     (2,000)
Net increase in cash                                                                   570,000                   1,198,000
Cash at beginning of period                                                          2,047,000                     445,000
Cash at end of period                                                               $2,617,000                 $ 1,643,000
Supplemental cash flows information:

   Cash paid during the period for:

    Interest                                                               $           11,000                     $  3,000
    Income taxes                                                                      753,000                      528,000

</TABLE>


                       SEE NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS.

                                        8

<PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES
                                _________________
              Notes To Condensed Consolidated Financial Statements
                                _________________

1.        In the opinion of management,  the  accompanying  unaudited  condensed
          consolidated financial statements contain all adjustments  (consisting
          only of  normal  recurring  accruals  and  adjustments)  necessary  to
          present  fairly the  financial  position of the Company as of June 30,
          1999 the results of its operations for the three months and six months
          ended  June 30,  1999 and 1998 and  changes  in its cash flows for the
          three months ended June 30, 1999 and 1998. The accompanying  unaudited
          condensed  consolidated  financial  statements  have been  prepared in
          accordance with generally accepted  accounting  principles for interim
          financial  information  and with the  instructions  for Form  10-Q and
          Article 10 of Regulation S-X and do not include all of the information
          and footnotes required by generally accepted accounting principles for
          complete  financial  statements.  Operating results for the six months
          ended  June  30,  1999 are not  necessarily  indicative  of  operating
          results  that may be expected  for the year ending  December 31, 1999.
          The accompanying condensed consolidated financial statements should be
          read in conjunction  with the Company's Annual Report on Form 10-K for
          the year ended December 31, 1998.

2.        Comprehensive Income

          Total  comprehensive  income was  $789,000  and  $864,000  for the six
          months ended June 30, 1999 and 1998.

          Total  comprehensive  income was  $441,000  and $504,000 for the three
          months ended June 30, 1999 and 1998.

3.        Earnings Per Share

          The following  table sets forth the  computation  of basic and diluted
          earnings  per share for the three and six months  ended June 30,  1999
          and 1998.

<TABLE>
<S>                                                               <C>                                 <C>
                                                                                           THREE   MONTHS
                                                                                       1999                  1998
                                                                   ------------------------------------------------
   Numerator:
         Net income                                                                $417,000              $445,000
                                                                   ------------------------------------------------
            Denominator
                  Denominator for basic earnings per
         share- weighted-average shares                                           3,231,978             3,220,620
         Effect of dilutive securities:
           Stock options                                                            216,724               336,067
                                                                   ------------------------------------------------
                  Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                           3,448,702             3,556,687
                                                                   ------------------------------------------------
   Basic earnings per share                                                            $.13                  $.14
                                                                   ================================================
   Diluted earnings per share                                                          $.12                  $.13



                                                             9

<PAGE>

                                                                                      SIX   MONTHS
                                                                                       1999                     1998
                                                                      ------------------------------------------------
   Numerator:
         Net income                                                                $777,000                 $800,000
                                                                      ------------------------------------------------
            Denominator
                  Denominator for basic earnings per
         share- weighted-average shares                                           3,230,222                3,219,301
         Effect of dilutive securities:
           Stock options                                                            204,153                  328,855
                                                                      ------------------------------------------------
                  Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                           3,434,375                3,548,156
                                                                      ------------------------------------------------
   Basic earnings per share                                                            $.24                     $.25
                                                                      ================================================
   Diluted earnings per share                                                          $.23                     $.23


</TABLE>
                                                             10

<PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES

                                _________________
              Notes To Condensed Consolidated Financial Statements
                                _________________

4.        Segment Information

          The company derives all of its revenues from businesses located in the
          United States and classifies its business into two fundamental  areas:
          placement  services and recruitment  advertising.  Placement  services
          consist  of  the  placement  of  temporary  and  permanent  employees.
          Recruitment  advertising  consists  of the  placement  of  recruitment
          advertising on behalf of the Company, clients and other third parties.
          The Company  evaluates  performance  based on the segments'  profit or
          loss.

<TABLE>
<S>                                                         <C>                      <C>                 <C>
                                          Three Months ended June 30, 1999

                                                             Placement Services    Recruitment Advertising          Total
                                                           ---------------------------------------------------------------

Placement fees and related income                                    13,469,000            1,498,000          14,967,000
Inter-segment placement fees
  and related income                                                      9,000              188,000             197,000
Interest expense                                                          4,000                   --               4,000
Depreciation and amortization                                            44,000                3,000              47,000
Income Tax expense                                                      380,000             (26,000)             354,000
Segment profit                                                          441,000             (24,000)             417,000
Segment assets                                                       12,528,000              791,000          13,319,000
Expenditures to long-lived assets                                        33,000                8,000              41,000



                                          Three Months ended June 30, 1998

                                                             Placement Services  Recruitment Advertising     Total
                                                           ---------------------------------------------------------------

Placement fees and related income                                    13,265,000            1,833,000          15,098,000
Inter-segment placement fees
  and related income                                                     19,000              205,000             224,000
Interest expense                                                          1,000                   --               1,000
Depreciation and amortization                                            47,000                3,000              50,000
Income Tax expense                                                      369,000               10,000             379,000

Segment profit                                                          434,000               11,000             445,000


Segment assets                                                       11,080,000              913,000          11,993,000
Expenditures to long-lived assets                                       155,000                6,000             161,000



                                                             11

<PAGE>

                                            Six Months ended June 30, 1999

                                                             Placement Services  Recruitment Advertising      Total
                                                           ---------------------------------------------------------------

Placement fees and related income                                    26,599,000            3,174,000          29,773,000
Inter-segment placement fees
  and related income                                                     26,000              409,000             435,000
Interest expense                                                         11,000                   --              11,000
Depreciation and amortization                                            86,000                6,000              92,000
Income Tax expense                                                      693,000             (32,000)             661,000
Segment profit                                                          815,000             (38,000)             777,000
Segment assets                                                       12,528,000              791,000          13,319,000
Expenditures to long-lived assets                                        58,000               27,000              85,000



                                         Six Months ended June 30, 1998

                                                             Placement Services  Recruitment Advertising     Total
                                                           ---------------------------------------------------------------

Placement fees and related income                                    25,981,000            3,525,000          29,506,000
Inter-segment placement fees
  and related income                                                     31,000              424,000             455,000
Interest expense                                                          3,000                   --               3,000
Depreciation and amortization                                            88,000                5,000              93,000
Income Tax expense                                                      672,000               10,000             682,000
Segment profit                                                          789,000               11,000             800,000

Segment assets                                                       11,080,000              913,000          11,993,000
Expenditures to long-lived assets                                       225,000                6,000             231,000

</TABLE>


                                                           12
<PAGE>


                    WINSTON RESOURCES, INC. AND SUBSIDIARIES
                                  _____________

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Results of  Operations  for the Three Months ended June 30, 1999 compared to the
Three Months ended June 30, 1998.

Revenues

Revenues decreased by approximately $ 131,000 or 1%. The decrease in the quarter
ended June 30, 1999 is primarily due to a decrease in advertising  and placement
fees revenue offset by an increase in temporary staffing revenues as compared to
the corresponding period in 1998.

Operating Expenses

Operating expenses decreased approximately 1% in the quarter ended June 30, 1999
as compared to the corresponding period in 1998. Compensation and other benefits
increased approximately 1% mainly due to increased compensation and compensation
related  costs  associated  with the  increase in temporary  staffing  revenues.
Selling,  general and administrative  expenses decreased 9% primarily reflecting
decreased advertising costs as compared to the corresponding period in 1998.

Interest expense net of interest income  increased  slightly in 1999. There were
no borrowings under the Company's credit facility in 1999 and 1998.

Operating Results

Net income for the three  month  period  ended June 30,  1999 was  approximately
$417,000 or $.13 basic  earnings per common share and $.12 diluted  earnings per
common share as compared to net income of  approximately  $445,000 or $.14 basic
earnings  per common  share and $.13  diluted  earnings  per common share in the
quarter  ended June 30,  1998.  The results  reflect  decreased  revenues  being
partially offset by the decrease in operating expenses.


                                                        13

<PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES
                                  _____________


Results of Operations for the Six Months ended June 30, 1999 compared to the Six
Months ended June 30, 1998.

Revenues

Revenues  increased  by  approximately  $ 267,000 or 1%. The increase in the six
months  ended  June 30,  1999 is  primarily  due to the  increase  in  temporary
staffing  revenues  partially  offset by a decrease in advertising and placement
fees revenues as compared to the corresponding period in 1998.

Operating Expenses

Operating expenses  increased  approximately 1% in the six months ended June 30,
1999 as compared to the  corresponding  period in 1998.  Compensation  and other
benefits  increased  approximately  2% mainly due to increased  compensation and
compensation  related costs  associated with the increase in temporary  staffing
revenues.  Selling,  general and administrative  expenses decreased 5% primarily
reflecting  decreased  advertising costs as compared to the corresponding period
in 1998.

Interest expense net of interest income  increased  slightly in 1999. There were
no borrowings under the Company's credit facility in 1999 and 1998.

Operating Results

Net  income  for the six month  period  ended  June 30,  1999 was  approximately
$777,000 or $.24 basic  earnings per common share and $.23 diluted  earnings per
common share as compared to net income of  approximately  $800,000 or $.25 basic
earnings  per common  share and $.23  diluted  earnings  per common share in the
quarter  ended June 30,  1998.  The results  reflect  increased  revenues  being
partially offset by the increase in operating expenses.


                                                    14

<PAGE>


                    WINSTON RESOURCES, INC. AND SUBSIDIARIES
                                  _____________

Liquidity and Capital Resources

Cash provided by operating activities was $1,023,000 in 1999. In addition to net
income,  cash flow from  operating  activities  was  affected  by a decrease  in
accounts  receivable  offset by increases in prepaid  expenses and other current
assets,  and decreased  accounts  payable and accrued  expenses.  In 1998,  cash
provided by operating  activities was  $1,431,000.  Working  capital on June 30,
1999 was  approximately  $7,068,000  as compared to  $6,296,000  on December 31,
1998.  Cash used in  investing  activities  was $85,000  due to the  purchase of
property and equipment and financing activities used cash of $3,000 (exercise of
options offset by the repayment of capital lease obligations) in 1999.

The Company  recently  announced that,  subject to availability of financing and
satisfaction of certain other conditions,  it will make an offer to purchase all
outstanding shares of its common stock at a price of $4.625 per share. Excluding
shares held by the family of Seymour Kugler, the Company's Chairman and founder,
which are not being tendered,  there are  approximately  1,700,000 shares issued
and  outstanding.  Including  costs and expenses of the offer, it is anticipated
that approximately  $10,200,000 will be required to consummate such offer if all
such shares are tendered and all  outstanding  stock  options are retired at net
value. The Company has received a conditional commitment from its current lender
for a term loan of $6,500,000  and an increase in its secured  revolving  credit
facility  from a maximum  $6,000,000  to  $10,000,000,  which in the  aggregate,
together with the term loan,  should permit the Company to fund its requirements
in connection with the proposed offer. Furthermore,  such facility and cash from
operations should be sufficient to support current  operations and any currently
foreseeable increase in activity.  The Company has no other material commitments
for capital expenditures during 1999.

The Company's credit facility provides for short-term  advances,  based on up to
80% of  eligible  accounts  receivable,  as defined.  Currently,  no amounts are
outstanding.

Inflation

To date, the impact of inflation and changing  prices on the Company's  business
has been minimal. The Company charges its customers  percentages of the salaries
and wages of permanent and temporary  employees,  which causes its fee income to
increase proportionately as salaries and wages increase.

Forward-Looking Statements

This report contains forward-looking statements and information that is based on
management's beliefs and assumptions, as well as information currently available
to management.  Such beliefs and  assumptions  are based on, among other things,
the  Company's  operating and  financial  performance  over recent years and its
expectations  about its  business  for the current  fiscal  year.  Although  the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to be correct. Such statements are subject to certain risks, uncertainties

                                   15

<PAGE>

and  assumptions,  including,  but not  limited  to,  the  possibility  that (a)
prevailing economic conditions may significantly  deteriorate,  thereby reducing
the demand for the  Company's  services,  (b) the  Company  might  experience  a
significant  deterioration  in its  collection  of accounts  receivable  and (c)
regulatory or legal  changes might affect an employer's  decision to utilize the
Company's  services,  although none of such risks are anticipated at the present
time.  Should  one  or  more  of  these  or any  other  risks  or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may vary materially from those anticipated, estimated or expected.

Year 2000 Issues

The  Company  has  assessed  its  computer  information  systems  and has  taken
necessary  steps to ensure its systems are Year 2000  compliant.  The  Company's
computer systems consultants have represented to the Company in writing that, as
presently configured,  the Company's systems are Year 2000 compliant. No special
costs were  incurred  in order to make the  systems  compliant,  and the cost of
testing such  compliance,  which was  completed  at December  31, 1998,  was not
material.

The Company also is in the process of determining  the extent to which it may be
vulnerable  to any failures by its service  providers to resolve  their own Year
2000 issues. The Company has initiated formal communications with such providers
and, at this time, has received  formal written  responses from a number of such
providers indicating that their systems are Year 2000 compliant.  The Company is
continuing to collect such  responses and will be  developing  such  contingency
plans as it believes are warranted,  based on such responses.  At this time, the
Company is unable to estimate  the extent of any adverse  impact from failure by
these service  providers with regard to Year 2000 compliance,  and the nature by
which their problems might materially affect the Company's  business,  financial
condition or results of operations.

The Company has implemented a contingency  plan involving  creation of a back-up
computer  capability  as a result of which all of its  systems and files will be
redundant so that if its principal offices in New York City become inaccessible,
its  operations  may be  conducted  from other  Company  offices  located in New
Jersey. Such contingency plan was implemented in the first quarter of 1999.

Failure by the  Company to  eliminate  Year 2000  problems  within its  computer
systems  could  result  in  a  possible  failure  or  miscalculations,   causing
disruption of operations.  Under a worst case  scenario,  such problems would be
addressed by manually  processing  data and  transactions.  However,  this would
cause  delays  and  additional  costs  to the  administrative  process.  Further
contingency plans are being developed to address this issue.

Based upon the current information, the Company does not anticipate that, in the
aggregate,  costs  associated  with the Year 2000  issue  will  have a  material
financial  impact.  However there can be no assurances  that,  despite the steps
taken by the  Company to insure that it and its  customers  and vendors are Year
2000 compliant,  there will not be interruptions or other limitations of systems
functionality or that the Company will not incur significant costs to avoid such
interruptions  or  limitations.  The Company's  expectations  about future costs
associated  with the Year 2000  issue are  subject to  uncertainties  that could
cause  actual  results  to  have  a  greater  financial  impact  than  currently
anticipated.  Factors that could influence the amount and timing of future costs
include unanticipated vendor delays, technical difficulties, the impact of tests
of vendors' and customers' systems and similar events. If, despite the Company's
efforts under its Year 2000 planning,  there are Year 2000-related failures that
create substantial  disruptions to the Company's business, the adverse impact on
the business could be material.

                                                  16

<PAGE>

                    WINSTON RESOURCES, INC. AND SUBSIDIARIES

                                   ___________

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

             None

Item 2.  Changes in Securities

             None

Item 3.  Defaults Upon Senior Securities

             None

Item 4.  Submission of Matters to a Vote of Security-Holders

         The Company's  Annual Meeting of Stockholders  was held on May 19, 1999
         (the "Meeting").  At the Meeting, the Company's stockholders voted upon
         and approved the election of three  directors and the  ratification  of
         Ernst & Young,  LLP as the independent  auditors of the Company for the
         fiscal year ending  December  31,  1999.  The holders of the  Company's
         Common Stock voted on all matters  submitted for a vote at the Meeting.
         The  number of votes  cast for,  against  or  withheld,  as well as the
         number of abstentions, as to each such matter is set forth below:

Election of Directors
                             For                     Withheld
Seymour Kugler            2,490,252                     1,600
Alan Wolf                 2,490,252                     1,600
Gregg S. Kugler           2,490,252                     1,600


                            For                      Against           Abstain
Ratification of
Appointment of Auditors  2,489,852                     1,900             100


                                                 17

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Item 5.  Other Information

The Company  announced on June 16, 1999 that its Board of Directors has approved
and  authorized  the  Company to make a cash  tender  offer for all  outstanding
shares of its common  stock other than those held by the  Company's  Chairman of
the Board,  Seymour  Kugler,  and  members of his family,  who own  collectively
approximately  47% of the  issued and  outstanding  shares.  The offer  price is
$4.625 per share,  net to  sellers,  in cash.  On June 15,  1999,  the last full
trading day prior to the announcement of the tender offer, the Closing price per
share of the Company's  Common Stock was $2.875 per share.  The Company will pay
all fees and expenses  relating to the tender offer and  tendering  stockholders
will not be  required  to pay any  brokerage  fees or  commissions.  The Company
anticipates  following the tender offer with a cash merger at the same price per
share for any  remaining  untendered  shares.  The tender offer will commence as
soon as  practicable  following  all required  filings with the  Securities  and
Exchange Commission.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

             27.  Financial Data Schedule

         (b) Reports:

             None

                                                      18

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                                                    SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                              WINSTON RESOURCES, INC.

                                                    By: /s/ Seymour Kugler
                                                        ------------------------
                                                         Seymour Kugler
                                                         Chairman of the Board
                                                         and President


                                                    By: /s/ Jesse Ulezalka
                                                        ------------------------
                                                         Jesse Ulezalka
                                                         Chief Financial Officer


Dated:  August 6, 1999


                                                        19

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