UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report  (Date of Earliest Event Reported):  September 11, 2009
 
CNS RESPONSE, INC.
(Exact name of Company as specified in its charter)
 
Delaware
  
0-26285
  
87-0419387
(State or other
 jurisdiction of
incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
 
2755 Bristol Street, Suite 285
Costa Mesa, CA 92626
(Address of principal executive offices)
 
(714) 545-3288
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01                      Other Events.

On September 11, 2009, CNS Response, Inc. (the “Company”) commenced the delivery to Company stockholders of a letter from certain members of its management team and staff.

The text of the letter is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
 
Item 9.01                      Financial Statements and Exhibits.

(d)       Exhibits
 
The following exhibit is filed herewith:
 
   
99.1
Letter to stockholders from management and staff dated September 11, 2009.

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SIGNATURES
 
Pursuant to the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CNS Response, Inc.
   
 
By:
/s/ George Carpenter
 September 14, 2009
  
George Carpenter
   
Chief Executive Officer
 
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Exhibit Index
 
   
99.1
Letter to stockholders from management and staff dated September 11, 2009.