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, 1998.

[ ]      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:  3,220,620  shares of Common
Stock, par value $.01 per share, outstanding on May 8, 1998.


                                                         1

<PAGE>



                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES


                                                       Index

 <TABLE>
               <S>                                                                          <C>
                                                                                           Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

  The following financial statements of the Registrant are included:

  Condensed Consolidated Balance Sheets - March 31, 1998
  (Unaudited) and December 31, 1997                                                          3-4

  Condensed Consolidated Statements of Income (unaudited)
  - Three Months Ended March 31, 1998 and 1997                                                 5

  Condensed Consolidated Statements of Cash Flow
  (unaudited) - Three Months Ended March 31, 1998 and 1997                                   6-7

  Notes to Condensed Consolidated Financial Statements
  (unaudited)                                                                                  8

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations                                             9-10

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                      11

Item 2. Changes in Securities                                                                  11

Item 3. Defaults Upon Senior Securities                                                        11

Item 4. Submission of Matters to a Vote of Security-Holders                                    11

Item 5. Other Information                                                                      11

Item 6. Exhibits and Reports on Form 8-K                                                       11

</TABLE>
                                                         2

<PAGE>




                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES



                                          PART I - FINANCIAL INFORMATION

                                       Condensed Consolidated Balance Sheets
                                                    (Unaudited)

<TABLE>

<S>                                                                         <C>                                <C>

Item 1.           FINANCIAL STATEMENTS


Assets                                                                  March 31, 1998                    December 31, 1997
                                                                        --------------                    -----------------


         Current Assets:

          Cash and Cash Equivalents                                         $   971,000                           $  445,000

          Accounts receivable, trade,                                         8,147,000                            7,341,000
           net

          Prepaid expenses and other                                            174,000                              227,000
           current assets

          Securities held available                                             502,000                              392,000
                                                                              ----------                           ----------
           for sale

          Total current assets                                                 9,794,000                            8,405,000



         Fixed Assets, net                                                       565,000                              540,000



         Other Assets:

          Security deposits and                                                  524,000                              506,000
                                                                               ----------                           ----------
           other assets



         Total Assets                                                         $10,883,000                           $9,451,000
                                                                              ===========                           ==========



</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>

                                                                    March 31, 1998                      December 31, 1997
                                                                    --------------                      -----------------
                    <S>                                                    <C>                                     <C>

         Current liabilities:

          Accounts payable and accrued                               $   4,363,000                           $  3,668,000
           expenses

          Capital lease obligations                                         17,000                                 16,000

          Income taxes payable                                             306,000                                25,000
                                                                       -------------                          ------------


             Total current liabilities                                   4,686,000                              3,709,000

          Deferred rent                                                    291,000                                303,000

          Long-term portion of capital
           lease obligations                                                31,000                                 35,000
                                                                        -------------                           ------------


              Total liabilities                                           5,008,000                              4,047,000
                                                                         =============                           ============



         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 - 3,220,620                                      32,000                                 32,000
            shares at March 31, 1998
            and 3,180,104 shares at
            December 31, 1997

          Additional paid-in capital                                      4,441,000                              4,435,000

          Retained Earnings                                               1,138,000                                783,000

          Unrealized gain on securities
           held available-for-sale, net                                     264,000                                154,000
                                                                         -------------                           ------------

            Total stockholders' equity                                    5,875,000                              5,404,000
                                                                         -------------                           ------------

            Total liabilities and
            stockholders' equity                                      $  10,883,000                           $  9,451,000
                                                                         =============                           ============


</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
                                                                                  March 31

                                                                                    1998                        1997
                                                                                    ----                        ----

Revenue:

  Placement fees and related income                                            $ 14,409,000                   $10,782,000
                                                                                ------------                   -----------

Operating expenses:

  Compensation and other benefits                                                11,393,000                     7,998,000

  Selling, general and administrative                                             2,372,000                     2,373,000
                                                                                ------------                   -----------

                                                                                 13,765,000                    10,371,000

Income from operations                                                              644,000                       411,000

Interest (income) expense                                                           (14,000)                        1,000
                                                                                ------------                   -----------

Income before provision for income
taxes                                                                               658,000                       410,000

Provision for income taxes                                                          303,000                       184,000
                                                                                ------------                   -----------

Net Income                                                                     $    355,000                   $   226,000
                                                                                ============                   ===========


Basic earnings per share                                                       $       0.11                   $      0.07
                                                                                ============                   ===========

Diluted earnings per share                                                     $       0.10                   $      0.07
                                                                                ============                   ===========

</TABLE>





                                      SEE NOTES TO CONDENSED CONSOLIDATED
                                            FINANCIAL STATEMENTS





                                                         5

<PAGE>



                      WINSTON RESOURCES, INC. AND SUBSIDIARIES


                   Condensed Consolidated Statements of Cash Flows
                                     (Unaudited)



<TABLE>
                                                                                                 Three Months Ended
                                                                                                      March 31
                                                                                       1998                           1997

 <S>                                                                                <C>                            <C>        
Cash Flows from operating activities:

Net income                                                                         $355,000                       $226,000

Adjustments to reconcile net income
to net cash provided by (used
in) operating activities

   Depreciation and amortization                                                     44,000                        28,000

   Provision for doubtful receivables                                                      -                      (14,000)

   Deferred rent                                                                    (12,000)                      (12,000)

   Changes in assets and liabilities:

     (Increase) in accounts receivable                                             (805,000)                     (534,000)

     Decrease (Increase) in prepaid
       expenses and other current assets                                             53,000                        (8,000)

     (Increase) in security
       deposits and other assets                                                    (18,000)                      (25,000)

     Increase (decrease) in liabilities                                              976,000                      (307,000)
                                                                                    ---------                    ----------


Net cash provided by (used in) operat-
   ing activities                                                                    593,000                      (646,000)
                                                                                    ---------                    ----------

Cash flows (used in) investing activities:

   Purchases of fixed assets                                                         (70,000)                      (90,000)
                                                                                     ---------                     ---------

</TABLE>  
                  Condensed Consolidated Statement of Cash Flows
                              Continued On Next Page.

                      SEE NOTES TO CONDENSED CONSOLIDATED
                        FINANCIAL STATEMENTS

                                     6

<PAGE>




                                 WINSTON RESOURCES, INC. AND SUBSIDIARIES


                                Condensed Consolidated Statements of Cash Flows
                                                    (Unaudited)


<TABLE>
                                                                                Three Months Ended
                                                                                    March 31
   
      <S>                                                                            <C>                                    <C>
                                                                                    1998                                 1997
                                                                                    ----                                 ----

Cash flows provided by (used in) financing activities:

 Proceeds from exercise of
   options                                                                         6,000                                1,000

 Repayment of capital leases                                                      (3,000)                             (15,000)
                                                                                -----------                            ---------

Net cash provided by (used in)
  financing activities                                                             3,000                              (14,000)
                                                                                ----------                           ----------

Net increase (decrease) in
 cash                                                                            526,000                            (750,000)

Cash at beginning of period                                                      445,000                            1,068,000
                                                                                -----------                           ---------

Cash at end of period                                                         $  971,000                            $ 318,000
                                                                                ===========                           =========

Supplemental cash flows
 information:

   Cash paid during the period for:

    Interest                                                                  $    1,000                            $   7,000
                                                                                -----------                           ---------

    Income taxes                                                                  22,000                               521,000
                                                                                -----------

</TABLE>







                      SEE NOTES TO CONDENSED CONSOLIDATED
                                FINANCIAL STATEMENTS.


                                        7

<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 March 31, 1998, the results of its
      operations for the three months ended March 31, 1998 and 1997
      and changes in its cash flows for the three months ended March
      31, 1998 and 1997.  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 three months ended March 31, 1998 are
      not necessarily indicative of operating results that may be
      expected for the year ending December 31, 1998. 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, 1997.

2.    In 1997, the Financial Accounting Standards Board issued
      Statement No. 128, Earnings per Share.  Statement 128 replaced
      the calculation of primary and fully diluted earnings per share
      with basic and diluted earnings per share.  Unlike primary
      earnings per share, basic earnings per share excludes any
      dilutive effects of options, warrants and convertible
      securities.  Diluted earnings per share is very similar to the
      previously reported fully diluted earnings per share.  All
      earnings per share amounts for all periods have been presented,
      and where appropriate, restated to conform to the Statement 128
      requirements.

      The  following  table  sets  forth the  computation  of basic and  diluted
      earnings per share for the three months ended March 31, 1998 and 1997.


   <TABLE>
        <S>                                                                                    <C>                  <C>    
                                                                               1998                  1997
                                                                             ----------------------------------------------
  Numerator:
         Net income                                                                        $355,000              $226,000
                                                                             ----------------------------------------------
  Denominator
                  Denominator for basic earnings per
         share- weighted-average shares                                                   3,217,965             3,177,638
         Effect of dilutive securities:
           Stock options                                                                    326,431               258,994
                                                                             ----------------------------------------------
         Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                                   3,544,396             3,436,632
                                                                             ----------------------------------------------
  Basic earnings per share                                                                     $.11                  $.07
                                                                             ==============================================
  Diluted earnings per share                                                                   $.10                  $.07
                                                                             ==============================================


</TABLE>
                                                         8

<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 March 31, 1998 compared to the
Three Months ended March 31, 1997.

Revenues

Revenues  increased  by  approximately  $3,627,000  or 34%.  The increase in the
quarter  ended  March 31 1998 is  primarily  due to the  increase  in  temporary
staffing and placement fees revenues of 48% and 10%, respectively as compared to
the corresponding period in 1997.

Operating Expenses

Operating  expenses  increased  approximately 33% in the quarter ended March 31,
1998 as compared to the  corresponding  period in 1997.  Compensation  and other
benefits  increased  approximately 42% mainly due to increased  compensation and
compensation  related costs  associated with the increase in revenues.  Selling,
general  and   administrative   expenses  remained  level  as  compared  to  the
corresponding period in 1997.

Net interest  expense  decreased  during 1998 due mainly to a lack of borrowings
under the Company's credit facility when compared to 1997.

Operating Results

Net income for the three month  period  ended  March 31, 1998 was  approximately
$355,000 or $.11 per common share and $.10 diluted  earnings per common share as
compared  to net income of  approximately  $226,000 or $.07 basic  earnings  per
common  share and $.07 diluted  earnings  per common share in the quarter  ended
March 31, 1997. The results reflect increased revenues partially being offset by
the increase in operating expenses.



                                                         9

<PAGE>



Liquidity and Capital Resources

Working  capital at March 31, 1998 was  approximately  $5,108,000 as compared to
$4,696,000 at December 31, 1997.  Cash provided in operating  activities  during
the three  months  ended  March 31, 1998 was  $593,000  primarily a result of an
increase in accounts  receivable  which was  partially  offset by an increase in
liabilities  and a cash  payment  of income  taxes.  The  increase  in  accounts
receivable  was  due  to  increased  revenues.   The  Company  has  no  material
commitments  for  capital  expenditures  during  1998.  Cash  used in  investing
activities,  purchase  of  fixed  assets  and  financing  activities,  primarily
repayment  of  capital  lease  obligations   amounted  to  $70,000  and  $3,000,
respectively. Management believes that the Company's $6,000,000 credit facility,
working capital and internally generated funds are sufficient to support current
operations and any currently foreseeable increase in activity.

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.

Company Outlook

The  current  fiscal  year is off to a strong  start and,  based on all  present
indicationns, 1998 should be another strong year for the Company, with growth in
line  with  1997's  results.  The  foregoing   statement,   as  well  any  other
forward-looking statements and information contained in this report, 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
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 these risks is 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.



                                        10

<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

             None

Item 5.  Other Information

         None

Item 6. Exhibits and Reports on Form 8-K

         (a) Exhibits:

             27.  Financial Data Schedule

         (b) Reports:

             None


                                                        11

<PAGE>



                                                    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:  May 12, 1998


                                                        12

<PAGE>