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 *
Buck Paul
  2. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [CNSO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O CNS RESPONSE, INC., 85 ENTERPRISE, SUITE 410
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2013
(Street)

ALISO VIEJO, CA 92656
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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
Common Stock 08/12/2013   C   114,000 A $ 0.25 236,083 D  
Common Stock 08/12/2013   M   245,450 A $ 0.25 481,533 D  

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
Convertible Promissory Note $ 1 08/09/2013   P   $ 25,000   08/09/2013 10/01/2014 Common Stock 25,000 (1) $ 75,000 D  
Convertible Promissory Note $ 0.25 08/12/2013   C   $ 25,000   08/09/2013 10/01/2014 Common Stock 114,000 (2) $ 50,000 D  
Convertible Promissory Note $ 0.25 08/12/2013   M   $ 50,000   02/15/2011 10/01/2014 Common Stock 245,450 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Buck Paul
C/O CNS RESPONSE, INC.
85 ENTERPRISE, SUITE 410
ALISO VIEJO, CA 92656
      Chief Financial Officer  

Signatures

 /s/ Paul Buck   08/13/2013
**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) Note purchased represents 50% of the aggregate principal amount of a $50,000 note originally issued in January 2012 to a third party and acquired for $25,000 by the reporting person.
(2) On August 12, 2013, the Reporting Person converted $25,000 in aggregate principal amount of the note acquired on August 9, 2013 with accrued interest thereon of $3,500.00 at a conversion price of $0.25 per share of common stock (reduced from the previous conversion price of $1.00).
(3) On August 12, 2013, the Reporting Person converted $50,000 in aggregate principal amount of a note acquired on February 15, 2011 with accrued interest thereon of $11,362.50 at a conversion price of $0.25 per share of common stock (reduced from the previous conversion price of $1.00).

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