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 *
  Zanett Opportunity Fund, Ltd.
 2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2012		 3. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [CNSO.OB]
(Last)
(First)
(Middle)
C/O APPLEBY SPURLING, CANON'S COURT, 22 VICTORIA ST. PO BOX HM 1179		 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)

HAMILTON, D0 HM 1179		 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 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)

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
Subordinated Secured Convertible Note due 2012 11/17/2011 11/17/2012 Common Stock 2,500,000 $ 0.1 D (1)  
Warrants 11/17/2011 11/17/2016 Common Stock 2,500,000 $ 0.1 D (1)  
Subordinated Secured Convertible Note due 2013 01/27/2012 01/27/2013 Common Stock 400,000 $ 0.1 D (1)  
Warrants 01/27/2012 01/27/2017 Common Stock 400,000 $ 0.1 D (1)  
Subordinated Unsecured Convertible Note due 2013 02/29/2012 02/28/2013 Common Stock 900,000 $ 0.1 D (1)  
Warrants 02/29/2012 02/27/2017 Common Stock 900,000 $ 0.1 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zanett Opportunity Fund, Ltd.
C/O APPLEBY SPURLING, CANON'S COURT
22 VICTORIA ST. PO BOX HM 1179
HAMILTON, D0 HM 1179		     X    
McAdoo Capital, Inc.
635 MADISON AVENUE
15TH FLOOR
NEW YORK, NY 10022		     X    

Signatures

/s/ Zachary McAdoo, President, McAdoo Capital, Inc., Investment Manager of Zanett Opportunity Fund, Ltd. 03/12/2012
**Signature of Reporting Person Date
/s/ Zachary McAdoo, President, McAdoo Capital, Inc. 03/12/2012
**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) Zanett Opportunity Fund, Ltd. (the "Fund") owns the reported securities directly. McAdoo Capital, Inc. ("McAdoo Capital") may be deemed to have an indirect interest in these securities as investment manager of the Fund. McAdoo Capital disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the reporting of these securities by it shall not be deemed to be an admission that McAdoo Capital has beneficial ownership in such securities for purposes of Section 16 of the Exchange Act of 1934, or for any other purposes.

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