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 *
  McAdoo Zachary
 2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2011		 3. Issuer Name and Ticker or Trading Symbol
CNS RESPONSE, INC. [CNSO.OB]
(Last)
(First)
(Middle)
C/O MCADOO CAPITAL, INC., 635 MADISON AVENUE, 15TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 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)

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 11/17/2011 11/17/2012 Common Stock 2,500,000 $ 0.1 I (1) By Zanett Opportunity Fund, Ltd.
Warrants 11/17/2011 11/17/2016 Common Stock 2,500,000 $ 0.1 I (1) By Zanett Opportunity Fund, Ltd.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McAdoo Zachary
C/O MCADOO CAPITAL, INC.
635 MADISON AVENUE, 15TH FLOOR
NEW YORK, NY 10022		   X      

Signatures

/s/ Zachary McAdoo 11/28/2011
**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 (the "Fund") owns the reported securities directly. Zachary McAdoo may be deemed to have an indirect interest in these securities in his capacity as President and owner of McAdoo Capital, Inc., the investment manager of the Fund. Mr. McAdoo disclaims beneficial ownership of the reported securities and the reporting of these securities by him shall not be deemed an admission that Mr. McAdoo has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act of 1934, or for any other purposes.

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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