X0304 4/A 2012-01-27 2012-01-31 0 0000822370 CNS RESPONSE, INC. CNSO.OB 0001474427 McAdoo Zachary C/O MCADOO CAPITAL, INC. 635 MADISON AVENUE, 15TH FLOOR NEW YORK NY 10022 1 0 0 0 Subordinated Secured Convertible Note 0.1 2012-01-27 4 P 0 40000 40000 A 2012-01-27 2013-01-27 Common Stock 400000 40000 I By Zanett Opportunity Fund, Ltd. Warrants 0.1 2012-01-27 4 P 0 400000 0 A 2012-01-27 2017-01-27 Common Stock 400000 400000 I By Zanett Opportunity Fund, Ltd. The purpose of this amendment is to remove as reporting persons Zanett Opportunity Fund, Ltd. and McAdoo Capital, Inc., which were inadvertently listed as reporting persons and beneficial owners of 10% of the Issuer's stock on the original Form 4. Accordingly, the footnote included on the original Form 4 is hereby amended and restated in its entirety as follows: Zanett Opportunity Fund, Ltd. (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. /s/ Zachary McAdoo 2012-02-06