SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PAPPAJOHN JOHN (Last) (First) (Middle) C/O MYND ANALYTICS, INC., 85 ENTERPRISE, SUITE 410 (Street) ALISO VIEJO CA 92656 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MYnd Analytics, Inc. [ CNSO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2015
	4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
5% Secured Convertible Note due December 2017(1)	$0.05	12/23/2015		A		$250,000		12/16/2017(2)	12/31/2017(3)	Common Stock	5,000,000	(4)	$550,000(5)	D
Common Stock Warrant	$0.05	12/23/2015		A		5,000,000		12/23/2015	12/31/2020(6)	Common Stock	5,000,000	(4)	5,000,000	D
Common Stock Warrant	$0.05	12/23/2015		A		6,000,000		12/23/2015	12/31/2020(6)	Common Stock	6,000,000	(7)	11,000,000	D

Explanation of Responses:

1. On December 23, 2015, the Issuer and the holders of the 5% Secured Convertible Notes due December 2017 (formerly due March 2016) (the "Notes") entered into a Second Amended and Restated Note and Warrant Purchase Agreement (the "Agreement"), which (i) extended the maturity date of the Notes to December 31, 2017; (ii) provided for the issuance of certain warrants to prior and current investors; (iii) extended the time during which Notes may be issued; and (iv) increased the aggregate principal amount of Notes issuable.

2. The Notes are convertible into shares of common stock either: (i) voluntarily, beginning 15 days prior to the December 31, 2017 maturity date of the Notes (the "Maturity Date"), by the holder or (ii) automatically, if, prior to the Maturity Date, the Issuer consummates a Qualified Financing (as defined in the Notes).

3. The Maturity Date of the Notes is December 31, 2017.

4. The Note and related warrant were issued in exchange for $250,000 in cash pursuant to the Agreement.

5. The number of derivate securities beneficially owned includes an aggregate of $300,000 of Notes acquired by the Reporting Person prior to the Agreement (the "Prior Notes"), the maturity date of which was extended pursuant to the Agreement. Excludes interest accrued at 5% per annum on the Notes.

6. The expiration date of the warrant is the earlier of (i) December 31, 2020 and (ii) the date that is forty-five (45) days following the date on which the daily closing price of the Issuer's shares of common stock listed on the OTCQB Venture Marketplace (or other bulletin board or exchange on which the Issuer's common stock is traded or listed) exceeds $0.25 for at least ten (10) consecutive trading days.

7. Pursuant to the Agreement, in consideration for extending the maturity date of the Notes, the Reporting Person received a warrant to purchase shares of the Issuer's common stock, exercisable at $0.05 per share, equal to the aggregate principal amount of the Prior Notes.

	/s/ John Pappajohn	12/28/2015
	** Signature of Reporting Person	Date
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