UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 0-26285
-------
(Check one)
[X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form N-SAR [_] Form N-CSR
For period ended SEPTEMBER 30, 2008
----------------------------------------------
___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
___ Transition Report on Form N-CSR
For the transition period ended ___________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ________________________
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant CNS RESPONSE, INC.
Former name if applicable
------------------------------------------------------
Address of principal executive office (STREET AND NUMBER) 2755 BRISTOL STREET,
----------------------
SUITE 285
- --------------------------------------------------------------------------------
City, state and zip code COSTA MESA, CALIFORNIA, 92626
------------------------------------------------------
12b25-1
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
15th calendar day following the prescribed due date; or the
[X] subject quarterly report or transition report on Form 10-Q,
or subject distribution report on Form 10-D, or portion
thereof, will be filed on of before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, Form 20-F,
Form 11-K, Form 10-Q, Form N-SAR or Form N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time period. (Attach
extra sheets if needed.)
The Registrant's Form 10-K, for the fiscal year ended
September 30, 2008, could not be filed within the prescribed time
period because certain information and data relating to and necessary
for the completion of the Registrant's financial statements and
management's discussion and analysis of financial condition and results
of operations could not be obtained by Registrant within such time
period without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
LEONARD BRANDT (714) 545-3225
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s). [X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [_] No
12b25-2
If so attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
CNS RESPONSE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: DECEMBER 29, 2008 By: /S/ LEONARD BRANDT
------------------ -------------------------------------------
Name: Leonard Brandt
Title: Chief Executive Officer
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal
criminal violations (SEE 18 U.S.C. 1001).
PART IV - OTHER INFORMATION
(3) EXPLANATION OF ANTICIPATED CHANGE
The Registrant expects to report revenues of approximately $773,500 for the year
ended September 30, 2008; as compared to $238,400 for the year ended September
30, 2007.
For the year ended September 30, 2008, the Registrant expects to report a net
loss of $5.4 million as compared to a net loss of $3.3 million for the same
period in 2007.
12b25-3