UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* CNS Response, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 12619C101 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen C. Suffin c/o Quest Diagnostics 8401 Fallbrook Avenue West Hills, CA 91304-3225 (818) 737-6266 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 7, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_| . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 9) - ---------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 12619C101 PAGE 2 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen C. Suffin - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) |_| (b) |_| - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS (see Instructions) OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,742,593 ---------- ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ---------- ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,742,593 ---------- ------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,742,593 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |_| - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) IN - ---------- --------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 12619C101 PAGE 3 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NuPharm Database, LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) |_| (b) |_| - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS (see Instructions) OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,042,513 ---------- ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ---------- ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,042,513 ---------- ------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,042,513 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) |_| - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) OO LIMITED LIABILITY COMPANY - ---------- --------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Schedule 13D (this "Schedule 13D") relates to the common stock, par value $.001 per share (the "Common Stock"), of CNS Response, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 2755 Bristol St., Costa Mesa, California 92626. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Stephen C. Suffin, a citizen of the United States ("Suffin") and NuPharm Database, LLC, a California limited liability company ("NuPharm"). The present principal occupation of Suffin is Director of Laboratory Operations at Quest Diagnostics. The principal business address of Suffin is 8401 Fallbrook Avenue, West Hills, California 91304-3225. The principal business of NuPharm is research neurophysiology and the address of the principal office of NuPharm is 13151 Chandler Boulevard, Sherman Oaks, CA 91401. Stephen C. Suffin is the President of NuPharm and has the power to vote and dispose of the Company's securities held by this entity. During the last five years, neither Suffin nor NuPharm has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. MERGER AGREEMENT The closing (the "Closing") of the transactions contemplated by that certain Merger Agreement dated January 16, 2007, as amended on February 23, 2007 (the "Merger Agreement"), by and among the Company, CNS Response, Inc., a California corporation ("CNSR California"), and CNS Merger Corporation, a California corporation and a wholly-owned subsidiary of the Company ("MergerCo") occurred on March 7, 2007. Pursuant to the Merger Agreement, the Company acquired CNSR California in a merger transaction wherein MergerCo merged with and into CNSR California, with CNSR California being the surviving corporation (the "Merger"). The Company issued an aggregate of 17,744,625 shares of its Common Stock to the stockholders of CNSR California in exchange for 100% ownership of CNSR California. Additionally, the Company assumed an aggregate of 8,407,517 options to purchase shares of Common Stock and warrants to purchase shares of Common Stock on the same terms and conditions as previously issued by CNSR California. Of these equity securities, as a former shareholder of CNSR California, Suffin received 405,186 shares of Common Stock, and options and warrants to purchase 294,894 shares of Common Stock, which are fully vested and exercisable as of the date hereof. As a former shareholder of CNSR California, NuPharm received 3,042,513 shares of Common Stock of the Company. After the Closing, CNSR California became the Company's wholly-owned subsidiary. On the same date, the Company changed its name from Strativation, Inc. to CNS Response, Inc. PRIVATE PLACEMENT TRANSACTION On March 7, 2007, simultaneous with the closing of the Merger, the Company received gross proceeds of approximately $7,008,450 in a private placement transaction (the "Private Placement") with institutional investors and other high net worth individuals ("Investors"). Pursuant to Subscription Agreements entered into with these Investors, the Company sold 5,840,374 Investment Units, at $1.20 per Investment Unit. Each "Investment Unit" consists of one share of the Company's Common Stock, and a five year non-callable warrant to purchase three-tenths of one share of the Company's Common Stock, at an 4 exercise price of $1.80 per share (the "Investor Warrant"). The Company may agree to sell additional Investment Units for a period of 45 days following March 7, 2007, so that the gross proceeds from the offering may be in excess of $7,008,450. The percentage ownership of Common Stock by each of Suffin and NuPharm in this report takes into account the Common Stock issued to the Investors in the Private Placement. The beneficial ownership of the Company's Common Stock reported in this Schedule 13D by Suffin is based on Suffin's ownership of 405,186 shares of Common Stock, NuPharm's ownership of 3,042,513 shares of Common Stock, and Suffin's ownership of options and warrants to purchase 294,894 shares of Common Stock, which are fully vested as of the date hereof, and assumes a total of 24,987,084 shares of the Company's Common Stock issued and outstanding as of March 19, 2007. The beneficial ownership of the Company's Common Stock reported in this Schedule 13D by NuPharm is based on NuPharm's ownership of 3,042,513 shares of Common Stock, and assumes a total of 24,692,190 shares of the Company's Common Stock issued and outstanding as of March 19, 2007. ITEM 4. PURPOSE OF TRANSACTION. Reference is made to the disclosure set forth under Item 3 of this Schedule 13D, which disclosure is incorporated herein by reference. All of the 405,186 shares of Common Stock, and options and warrants to purchase 294,894 shares of Common Stock held by Suffin, and to which this Schedule 13D relates, are held by Suffin as an investment. All of the 3,042,513 shares of Common Stock held by NuPharm, and to which this Schedule 13D relates, are held by NuPharm as an investment. Neither Suffin nor NuPharm is a member of a group relating to the Issuer. As a result of the Closing, and taking into account the Private Placement, Suffin and NuPharm beneficially own 15% and 12.3%, respectively, of the issued and outstanding shares of Common Stock of the Company, which is the only class of voting security which the Company has issued and outstanding as of the date hereof. Other than as described in this Schedule 13D, neither Suffin nor NuPharm has any plans or proposals which would result in the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company, including any place or proposals to change the number or term of directors or to fill any existing vacancies on the Company's Board; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; any changes in Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Reference is made to the disclosure set forth under Items 3 and 4 of this Schedule 13D, which disclosure is incorporated herein by reference. 5 As of March 19, 2007, Suffin beneficially owned 3,742,593 shares of the Company's Common Stock, which constitute approximately 15% of the shares of the Company's Common Stock issued and outstanding, assuming a total of 24,987,084 shares of the Company's Common Stock oustanding as of March 19, 2007. Suffin has the sole power to vote and dispose of the 405,186 shares of Common Stock, and options and warrants to purchase 294,894 shares of Common Stock, which he personally holds. As of March 19, 2007, NuPharm beneficially owned 3,042,513 shares of the Company's Common Stock (the "NuPharm Shares). Assuming a total of 24,692,190 shares of the Company's Common Stock outstanding as of March 19, 2007, the NuPharm Shares constitute approximately 12.3% of the shares of the Company's Common Stock issued and outstanding. Suffin, as President of NuPharm, beneficially owns the securities owned by NuPharm insofar as he has the power to direct the voting and disposition of such securities. Transactions by the Reporting Persons in the Company's Common Stock effected in the past 60 days are described in Item 3 above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No. 1 Joint Filing Agreement. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. NuPharm Database, LLC Dated: March 19, 2007 /s/ Stephen C. Suffin ----------------------------------- By: Stephen C. Suffin Its: President Stephen C. Suffin, an individual Dated: March 19, 2007 /s/ Stephen C. Suffin ----------------------------------- 7 EXHIBIT INDEX Exhibit No. 1 Joint Filing Agreement. 8 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. NuPharm Database, LLC Dated: March 19, 2007 /s/ Stephen C. Suffin ----------------------------------- By: Stephen C. Suffin Its: President Stephen C. Suffin, an individual Dated: March 19, 2007 /s/ Stephen C. Suffin ----------------------------------- 9