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 May 7, 1999.


<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, 1999
  (unaudited) and December 31, 1998                                                                             3-4

  Condensed Consolidated Statements of Income
  (unaudited)  - Three Months Ended March 31, 1999 and 1998                                                       5

  Condensed Consolidated Statements of Cash Flows
  (unaudited) - Three Months Ended March 31, 1999 and 1998                                                      6-7

  Notes to Condensed Consolidated Financial Statements
  (unaudited)                                                                                                   8-9

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations                                                              10-12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                                        13

Item 2. Changes in Securities                                                                                    13

Item 3. Defaults Upon Senior Securities                                                                          13

Item 4. Submission of Matters to a Vote of Security-Holders                                                      13

Item 5. Other Information                                                                                        13

Item 6. Exhibits and Reports on Form 8-K                                                                         13

</TABLE>

<PAGE>



                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES



                                          PART I - FINANCIAL INFORMATION



Item 1.  FINANCIAL STATEMENTS

                                       Condensed Consolidated Balance Sheets
                                                    (Unaudited)

<TABLE>
<S>                                                                                       <C>                     <C>
Assets                                                                                     March 31, 1999         December 31, 1998


                 Current Assets:

                  Cash and Cash Equivalents                                                  $  2,526,000              $  2,047,000



                  Accounts receivable, trade, net                                               8,512,000                 9,036,000



                  Prepaid expenses and other
                   current assets                                                                 209,000                   118,000

                  Securities available for sale                                                   432,000                   455,000

                  Total current assets                                                         11,679,000                11,656,000



                 Property and equipment, net                                                      649,000                   649,000



                 Other Assets:

                  Security deposits and
                  other assets                                                                    625,000                   614,000



                 Total Assets                                                                 $12,953,000               $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>

                                                                                    March 31, 1999                December 31, 1998
                 Current liabilities:
                  Accounts payable and accrued
                   expenses                                                          $   5,045,000                     $  5,342,000
                  Capital lease obligations                                                 19,000                           18,000
                     Total current liabilities                                           5,064,000                        5,360,000


                  Deferred rent                                                            242,000                          255,000
                  Long-term portion of capital
                   lease obligations                                                        12,000                           17,000
                      Total liabilities                                                  5,318,000                        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 - 3,228,521                                             32,000                           32,000
                    shares at March 31, 1999
                    and 3,228,121 shares at
                    December 31, 1998
                  Additional paid-in capital                                             4,456,000                        4,456,000
                  Retained earnings                                                      2,972,000                        2,612,000
                  Unrealized gain on securities
                   available-for-sale, net                                                 175,000                          187,000
                    Total stockholders' equity                                           7,635,000                        7,287,000
                    Total liabilities and
                    stockholders' equity                                             $  12,953,000                    $  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
                                                                                                        March 31

                                                                                       1999                          1998
Revenue:

  Placement fees and related income                                                        $14,806,000                 $14,409,000

Operating expenses:
  Compensation and other benefits                                                           11,816,000                  11,393,000
  Selling, general and administrative                                                        2,321,000                   2,372,000
                                                                                            14,137,000                  13,765,000
Income from operations                                                                         669,000                     644,000
Interest expense (income), net                                                                   2,000                     (14,000)
Income before provision for income taxes                                                       669,000                     658,000

Provision for income taxes                                                                     307,000                     303,000
Net income                                                                                 $   360,000                 $   355,000

Basic earnings per share                                                                   $      0.11                 $      0.11

Diluted earnings per share                                                                 $      0.11                 $      0.10


</TABLE>

                                        SEE NOTES TO CONDENSED CONSOLIDATED
                                               FINANCIAL STATEMENTS


                                                         5
<PAGE>

                                        WINSTON RESOURCES, INC. AND SUBSIDIARIES


                                Condensed Consolidated Statements of Cash Flows
                                                    (Unaudited)


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

                                                                                                        Three Months Ended
                                                                                                            March 31

                                                                                          1999                          1998
Cash Flows from operating activities:

Net income                                                                                      $360,000                   $355,000

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

Depreciation and amortization                                                                     45,000                     44,000
Deferred rent                                                                                    (13,000)                   (12,000)
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable                                                       524,000                   (805,000)
(Increase) Decrease in prepaid
  expenses and other current assets                                                              (91,000)                    53,000
(Increase) in security deposits and
  other assets                                                                                   (11,000)                   (18,000)
(Decrease) Increase in accounts payable and
  accrued expenses and income taxes payable                                                     (288,000)                   976,000


Net cash provided by  operating activities                                                       526,000                    593,000

Cash flows (used in) investing
   activities:

   Purchases of property and equipment                                                           (44,000)                   (70,000)

</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>
<S>                                                                                <C>                              <C>
                                                                                                        Three Months Ended
                                                                                                             March 31



                                                                                     1999                               1998

Cash flows (used in) provided by  financing
activities:

 Proceeds from exercise of options                                                                1,000                       6,000

 Repayment of capital leases                                                                     (4,000)                     (3,000)

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

Net increase in cash                                                                            479,000                     526,000

Cash at beginning of period                                                                   2,047,000                     445,000

Cash at end of period                                                                        $2,526,000                   $ 971,000

Supplemental cash flows information:

   Cash paid during the period for:

    Interest                                                                                 $    7,000                    $  1,000

    Income taxes                                                                                293,000                      22,000


</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, 1999 the
         results of its operations for the three months ended March 31, 1999 and
         1998 and changes in its cash flows for the three  months  ended  March,
         31, 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 three months ended March 31, 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  $348,000  and  $414,000 for the three
         months ended March 31, 1999 and 1998.

3.       Earnings Per Share

         The  following  table sets forth the  computation  of basic and diluted
         earnings per share for the three months ended March 31, 1999 and 1998.
<TABLE>
<S>                                                                                  <C>                    <C>
                                                                                       1999                  1998
                                                                             ----------------------------------------------
   Numerator:
         Net income                                                                        $360,000              $355,000
                                                                             ----------------------------------------------
   Denominator
         Denominator for basic earnings per
         share- weighted-average shares                                                   3,228,330             3,217,965
         Effect of dilutive securities:
           Stock options                                                                    195,967               326,431
                                                                             ----------------------------------------------
         Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                                   3,424,297             3,544,396
                                                                             ----------------------------------------------
   Basic earnings per share                                                                    $.11                  $.11
                                                                             ==============================================
   Diluted earnings per share                                                                  $.11                  $.10
                                                                             ==============================================

</TABLE>

                                                         8
<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>
                                                      Year ended March 31, 1999
                                                                 Placement           Recruitment
                                                                  Services           Advertising             Total
                                                           ---------------------------------------------------------------

Placement fees and related income                                    13,368,000            1,676,000          15,044,000
Inter-segment placement fees
  and related income                                                     16,000              221,000             238,000
Interest expense                                                          7,000                   --               7,000
Depreciation and amortization                                            42,000                3,000              45,000
Income Tax expense                                                      313,000               (6,000)            307,000
Segment profit                                                          374,000              (14,000)            360,000
Segment assets                                                       12,141,000              812,000          12,953,000
Expenditures to long-lived assets                                        25,000               19,000              44,000



                                                    Year ended March 31, 1998
                                                                 Placement           Recruitment
                                                                  Services           Advertising             Total
                                                           ---------------------------------------------------------------

Placement fees and related income                                    12,936,000            1,692,000          14,628,000
Inter-segment placement fees
  and related income                                                     12,000              207,000             219,000
Interest expense                                                          2,000                   --               2,000
Depreciation and amortization                                            41,000                3,000              44,000
Income Tax expense                                                      303,000                   --             303,000
Segment profit                                                          355,000               --                 355,000

Segment assets                                                       10,063,000              820,000          10,883,000
Expenditures to long-lived assets                                        64,000                6,000              70,000


</TABLE>

                                                         9
<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, 1999 compared to the
Three Months ended March 31, 1998.

Revenues

Revenues increased by approximately $ 397,000 or 3%. The increase in the quarter
ended March 31, 1999 is  primarily  due to the  increase in  temporary  staffing
revenues as compared to the corresponding period in 1998.

Operating Expenses

Operating  expenses  increased  approximately  3% in the quarter ended March 31,
1999 as compared to the  corresponding  period in 1998.  Compensation  and other
benefits  increased  approximately  4% mainly due to increased  compensation and
compensation  related costs  associated with the increase in revenues.  Selling,
general  and  administrative  expenses  decreased  slightly  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  March 31, 1999 was  approximately
$360,000 or $.11 basic  earnings per common share and $.11 diluted  earnings per
common share as compared to net income of  approximately  $355,000 or $.11 basic
earnings  per common  share and $.10  diluted  earnings  per common share in the
quarter  ended March 31, 1998.  The results  reflect  increased  revenues  being
partially offset by the increase in operating expenses.




                                                        10
<PAGE>

                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES


Liquidity and Capital Resources

Cash provided by operating  activities  was $526,000 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 $593,000. Working capital on March 31, 1999
was  approximately  $6,615,000  as compared to  $6,296,000 on December 31, 1998.
Cash used in  investing  activities  was $44,000 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 has
no material commitments for capital expenditures during 1999.

The Company has a secured credit facility providing for short-term advances to a
maximum of $6,000,000  based on up to 80% of eligible  accounts  receivable,  as
defined, under which no amounts are outstanding.

Management  believes  that the Company's  facility and cash from its  operations
will be 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.

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
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.


                                                        11
<PAGE>


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.


                                                        12
<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


                                                        13
<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 7, 1999


                                                        14

<PAGE>