FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sail Venture Partners LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2007		 3. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [CNSO.OB]
(Last)
(First)
(Middle)
600 ANTON BOULEVARD, SUITE 1750		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

COSTA MESA, CA 92626		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,109,406
I
By Sail Venture Partners, LP (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (Right to Buy) 05/20/2005 05/20/2015 Common Stock 423,305 $ 0.01 I By Sail Venture Partners, LP (1)
Warrants (Right to Buy) 04/07/2006 04/07/2016 Common Stock 100,000 $ 0.01 I By Sail Venture Partners, LP (1)
Warrants (Right to Buy) 10/06/2006 10/06/2011 Common Stock 594,060 $ 1.51 I By Sail Venture Partners, LP (1)
Warrants (Right to Buy) 03/07/2007 03/07/2012 Common Stock 111,750 $ 1.8 I By Sail Venture Partners, LP (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sail Venture Partners LLC
600 ANTON BOULEVARD
SUITE 1750
COSTA MESA, CA 92626		     X    

Signatures

/s/ David B. Jones, Managing Member 03/19/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Sail Venture Partners, LLC is the General Partner of Sail Venture Partners, LP, formerly called Odyssey Venture Partners II, L.P., and makes investment decisions in relation to these securities. Sail Venture Partners, LLC expressly disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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