FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
JONES DAVID B
   2. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [CNSO.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CNS RESPONSE, INC., 85 ENTERPRISE, SUITE 410		 3. Date of Earliest Transaction (Month/Day/Year)
11/03/2010
(Street)

ALISO VIEJO, CA 92656		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (2) (3) (4) $ 0.56 11/03/2010   D     50,000 08/20/2010 08/19/2017 Common Stock 50,000 $ 0 50,000 I See Footnote (1)
Common Stock Warrant (2) (3) (4) $ 0.56 11/03/2010   D     50,000 08/20/2010 08/19/2017 Common Stock 50,000 $ 0 50,000 I See Footnote (1)
Common Stock Warrant (2) (3) (4) $ 0.3 11/03/2010   A   85,854   11/03/2010 11/02/2017 Common Stock 85,854 $ 0 85,854 I See Footnote (1)
Common Stock Warrant (2) (3) (4) $ 0.3 11/03/2010   A   85,854   11/03/2010 11/02/2017 Common Stock 85,854 $ 0 85,854 I See Footnote (1)
Common Stock Warrant (2) (3) (4) $ 0.3 11/03/2010   A   84,895   11/03/2010 11/02/2017 Common Stock 85,854 $ 0 84,895 I See Footnote (1)
Common Stock Warrant (2) (3) (4) $ 0.3 11/03/2010   A   84,895   11/03/2010 11/02/2017 Common Stock 85,854 $ 0 84,895 I See Footnote (1)
Call Option (Right to Buy) $ 0.3 11/03/2010   P   1,707,500 (5) (6)   11/03/2010   (5)(6) Common Stock 1,707,500 (5) (6) $ 512,250 (5) (6) 1,707,500 (5) (6) I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JONES DAVID B
C/O CNS RESPONSE, INC.
85 ENTERPRISE, SUITE 410
ALISO VIEJO, CA 92656		   X   X    
Sail Venture Partners LP
600 ANTON BOULEVARD
SUITE 1750
COSTA MESA, CA 92626		     X    
Sail Venture Partners LLC
600 ANTON BOULEVARD
SUITE 1750
COSTA MESA, CA 92626		     X    

Signatures

 /s/ David B. Jones   11/05/2010
**Signature of Reporting Person Date
 /s/ SAIL Venture Partners, LP, by David B. Jones, authorized signatory   11/05/2010
**Signature of Reporting Person Date
 /s/ SAIL Venture Partners, LLC, by David B. Jones, authorized signatory   11/05/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The reported securities are held directly by SAIL Venture Partners, LP ("SAIL Venture Partners"). SAIL Venture Partners, LLC is the general partner of SAIL Venture Partners. David B. Jones is a managing member of SAIL Venture Partners, LLC and is a member of the board of directors of CNS Response, Inc. (the "Issuer"). As such, each of the reporting persons may be deemed to beneficially own the securities reported herein and owned directly by SAIL Venture Partners. Each reporting person disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such reporting person's pecuniary interest therein.
(2) On November 3, 2010, SAIL Venture Partners surrendered to the Issuer two warrants that were previously issued on August 20, 2010, to SAIL Venture Partners (each providing SAIL Venture Partners the right to purchase 50,000 shares of common stock at $0.56 per share) in consideration of SAIL Venture Partners providing an unconditional guaranty to each of Deerwood Partners LLC and Deerwood Holdings LLC (the "Investors"), guaranteeing the prompt and complete payment when due of all principal, interest and other amounts under two unsecured promissory notes that the Issuer issued in the collective aggregate principal amount of $250,000 to the Investors (the "Original Guaranteed Notes"). (Continued in footnote 3)
(3) (Continued from footnote 2)The warrants that SAIL Venture Partners surrendered to the Issuer were exchanged for four new warrants, two of which provide SAIL Venture Partners the right to purchase 85,854 shares of common stock at $0.30 per share, and the remaining two of which provide SAIL Venture Partners the right to purchase 84,895 shares of common stock at $0.30 per share. The new warrants issued to SAIL Venture Partners are all exercisable at any time until November 2, 2017. The new warrants were issued to SAIL Venture Partners in consideration of the surrendered warrants, as well as SAIL Venture Partners providing on November 3, 2010, an unconditional guaranty to each of the Investors, guaranteeing the prompt and complete payment when due of all principal, interest and other amounts under two secured promissory notes that the Issuer issued to each of the Investors in the aggregate principal amounts of $128,781 and $127,344, respectively (Continued in footnote 4)
(4) (Continued from footnote 3) (i.e., the Issuer issued the two Investors a total of four secured promissory notes, representing a collective aggregate principal amount of $512,250 (collectively, the "Exchange Notes")). The Exchange Notes, as well as related warrants, were issued by the Issuer to the Investors on November 3, 2010 upon the surrender by the Investors of the two Original Guaranteed Notes and two additional unsecured promissory notes the Issuer had previously issued to the Investors (i.e., a total of four promissory notes, which represented a collective aggregate principal amount and accrued but unpaid interest as of November 3, 2010, of $512,250). The transactions were all effected as part of a subsequent closing pursuant to the terms of the Note and Warrant Purchase Agreement, dated as of October 1, 2010, between the Issuer and the investor parties who acquire securities from the Issuer pursuant thereto.
(5) On November 3, 2010, and in connection with the transactions described in Footnotes 2, 3 and 4 above, SAIL Venture Partners, the Investors and the Company entered into a Purchase Option Agreement pursuant to which SAIL Venture Partners has the option, which is exercisable at any time through March 31, 2011, to purchase any or all of the outstanding Exchange Notes from time to time from the Investors at a price equal to the aggregate principal amount thereof plus all accrued but unpaid interest at the time of sale. The Exchange Notes mature on October 1, 2011 (subject to earlier conversion or prepayment), earn interest equal to 9% per year with interest payable at maturity, and are convertible into shares of Issuer common stock at a conversion price of $0.30 per share. (Continued in footnote 6)
(6) (Continued from footnote 5) Additional information regarding the provisions of the Exchange Notes, as well as a copy of the form of promissory note, can be found in the Issuer's Current Report on Form 8-K filed on October 7, 2010. As of their issuance date the Exchange Notes were convertible into an aggregate of 1,707,500 shares of Issuer common stock. As a result of interest accrual on the Exchange Notes through the time of their repayment or other redemption, the number of shares that the Exchange Notes are convertible into will increase over time.

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