8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  September 3, 2004
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                                  VISEON, INC.
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             (Exact name of registrant as specified in its Charter)

Nevada                                 0-27106                 41-1767211
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(State or other                    (Commission File           (IRS Employer
jurisdiction of Incorporation)          Number)           Identification Number)


8445 Freeport Parkway, Suite 245, Irving, Texas                  75063
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(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:   (972) 906-6300
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                  (Former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[ ]      Pre-commencement communications pursuant to Rule 133-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c)).





ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

(b)      Resignation of Director.

         Viseon, Inc. accepted the resignation of W.R. Howell from its Board of
Directors effective September 3, 2004. To the knowledge of Viseon's executive
officers, Mr. Howell's resignation was not due to any disagreement with Viseon's
operations, policies or practices.

(d)      Appointment of Director.

         On September 8, 2004, Viseon appointed John O'Donnell to its Board of
Directors, effective immediately. It is anticipated that Mr. O'Donnell will be
appointed to Viseon's Compensation Committee.

Certain Relationships and Related Transactions

         Mr. O'Donnell is the majority owner and controlling member of Comlink
Technologies, LLC. From September 1, 2001 through June 30, 2003, Viseon
purchased an aggregate of approximately $1.7 million in inventory from Comlink,
consisting primarily of group videoconferencing equipment and related
peripherals. The purchases were made in the ordinary course of Viseon's
business. From September 1, 2002 through June 30, 2003, Viseon purchased
approximately $366,000 in equipment and peripherals from Comlink. No purchases
have been made since June 30, 2003. In December 2003, Viseon issued 20,869
shares of its common stock to Comlink in settlement of accounts payable of
$23,997 related to the purchases. Comlink's 20,869 shares of Viseon common stock
were registered for resale under Viseon's registration statement on Form SB-2/A,
which was declared effective by the Securities and Exchange Commission on August
13, 2004 (See the "Selling Stockholders" table in Amendment No. 3 to Form
SB-2/A, filed with the Commission on August 13, 2004).

         In December 2002, Viseon sold its existing service contracts and
service business to Comlink for a sales price of $1 plus the assumption by
Comlink of all liabilities under the service contracts. In conjunction with this
transaction, the Company recognized a gain in the amount of $314,712 which was
the unamortized deferred revenue associated with the service contracts.

         In January 2003, JOD Enterprises, LLC, an entity controlled and
majority-owned by Mr. O'Donnell, acquired warrants to acquire 250,000 shares of
Viseon common stock at $.70 per share from King Research, LLC in a private
transaction.

ITEM 7.01  REGULATION FD DISCLOSURE.

         On September 8, 2004, Viseon issued a press release announcing the
appointment of John O'Donnell to its Board of Directors, effective immediately,
following the resignation of Mr. Howell effective September 3, 2004. The press
release is attached as Exhibit 99.1 to this Report.

Limitation on Incorporation by Reference: In accordance with general instruction
B.2 of Form 8-K, the information in this report is furnished under Item 7.01 and
shall not be deemed to be "filed"




for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liability of that section.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.         The following is filed as an exhibit to this Report.

                  99.1     Viseon, Inc. Press Release, dated September 8, 2004

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       VISEON, INC.
                                       (Registrant)

Date: September 9, 2004                By:  /s/ John C. Harris
                                           -------------------------------------
                                           John C. Harris,
                                           President and Chief Executive Officer





                                  EXHIBIT INDEX




Number   Description
      
99.1     Viseon, Inc. Press Release dated September 8, 2004

EX-99.1

                                                                    EXHIBIT 99.1


[VISEON LOGO]
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VISEON ANNOUNCES THE APPOINTMENT OF JOHN O'DONNELL TO BOARD OF DIRECTORS
Wednesday September 8, 6:20 pm ET

DALLAS--(BUSINESS WIRE)--Sept. 8, 2004--Viseon, Inc. (OTCBB:VSNI - News), a
global developer of broadband personal video communications solutions, today
announced the appointment of Mr. John O'Donnell to its Board of Directors
following the resignation of W.R. Howell.

Commenting on the transition of its Board of Directors, Viseon's president and
chief executive officer John Harris stated, "We appreciate W.R.'s contribution
and regret his departure. We are excited that we were able to quickly attract a
qualified individual to fill the vacancy and welcome the addition of John
O'Donnell and the insight he will offer based upon his years of experience in
the video conferencing industry."

Mr. Howell stated, "I appreciate the opportunity to have been a part of
developing the early strategies of Viseon and feel confident in the leadership
of the Company as they move forward. I will watch their progress with keen
interest as a shareholder, and provide any assistance that I can."

John O'Donnell is the President of Avteq Inc., a provider of peripheral
equipment to the group visual communications market. Avteq's primary customers
include the United States Government and a significant number of large video
conferencing equipment resellers. Prior to his founding of Avteq, Mr. O'Donnell
was the co-founder of NuVision Technologies, and served as its president and CEO
through 1999. NuVision was acquired by Tandberg, ASA in early 1998. NuVision is
often credited with having launched the Tandberg video conferencing sales
efforts within the U.S. where it now has the number two market share position.
Under Mr. O'Donnell's leadership NuVision became the first reseller for
Polycom's entry into the video conferencing business in 1997. Polycom is now the
largest manufacturer of video conferencing equipment in the world.

"I am honored to serve on the Viseon Board of Directors. I have known the Viseon
management team for many years. Viseon's unique technologies and patents give
them an edge in what is likely to be a multimillion-unit market in the near
future. There are significant opportunities to provide visual communications
capabilities to consumers in conjunction with broadband and VOIP providers,"
said Mr. O'Donnell.

ABOUT THE VISIFONE

The VisiFone(TM) is the world's first low-cost broadband videophone. It is a
self-contained system that does not require a PC or any external equipment. The
VisiFone operates on any broadband connection and home or office network
including high-speed Internet connections via DSL or cable modem. The VisiFone
is H.323 or SIP compliant and delivers up to 30 frames per second video and
crisp audio quality utilizing 128k to 512k of bandwidth. It is compatible with
virtually all corporate video conferencing systems, yet at $599, the VisiFone
can be used by the over 20 million broadband connected U.S. homes.

ABOUT VISEON

Viseon has been developing, manufacturing and patenting video communication
technologies for use by corporations, universities and government agencies since
1994. Its products have been sold under various brand names around the world
including Philips, Canon, VTEL and Gentner. Viseon recently announced a strategy
to deliver TV-quality broadband videophones to consumers and businesses directly
and through relationships with broadband providers. Viseon currently owns U.S.
patent numbers 5,802,281, 6,073,192, 6,397,275, 6,519,662 and number 6,654,825.
Viseon also holds patents in 18 European and Asian countries and has additional
patents pending.


CONTACT
8445 Freeport Parkway
Suite 245
Dallas, Texas  75063
www.viseon.com

mbrownlee@viseon.com
972-906-6300

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:

Statements in this news release regarding Viseon's business that are not
historical facts are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All such
forward-looking statements involve risks and uncertainties that could cause
actual results to differ from those contained in the forward-looking statements,
including adverse business or market conditions, the ability to secure and
satisfy customers, the availability and cost of materials from suppliers,
adverse competitive developments, change in or cancellation of customer
requirements, and other risks described in the Company's Annual Report on Form
10-KSB for the most recently ended fiscal year.