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): August 23, 2005

VISEON, INC.

(Exact name of registrant as specified in its Charter)

Nevada (State or other jurisdiction of Incorporation)	0-27106 (Commission File Number)	41-1767211 (IRS Employer Identification Number)
8445 Freeport Parkway, Suite 245, Irving, Texas (Address of principal executive offices)		75063 (Zip Code)

Registrant’s telephone number, including area code: (972) 906-6300

N/A
(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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 7.01 Regulation FD Disclosure.

     On August 23, 2005, Viseon, Inc., a Nevada corporation, issued a press release reporting that it has completed the sale of an aggregate 376 units of convertible preferred stock and common stock warrants for an aggregate purchase price of $9,400,000, based upon a per unit purchase price equal to $25,000. The sale of the preferred stock units was made pursuant to a series of Securities Purchase Agreements, between the registrant and certain accredited investors, which were entered into on or about August 17, 2005. A copy of the August 23 press release, attached hereto as Exhibit 99.1, is being furnished pursuant to Regulation FD and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release of Viseon, Inc. dated August 23, 2005

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.
Date: August 23, 2005	By:	/s/ John C. Harris
		John C. Harris
		President and Chief Executive Officer

EXHIBIT INDEX

Number	Description of Exhibit
99.1	Press Release of Viseon, Inc. dated August 23, 2005

EX-99.1

EXHIBIT 99.1

$9.4 Million Private Placement FOR IMMEDIATE RELEASE

Viseon Completes $9.4 Million Private Placement

DALLAS – August 17—(BUSINESS WIRE)—Viseon, Inc. (OTCBB:VSNI — News), a global developer of broadband personal video communications solutions, today announced the completion of a private placement of $9.4 million of a new series of convertible preferred stock and warrants with several institutional and other accredited investors. ThinkEquity Partners LLC served as exclusive placement agent for the transaction.

The proceeds of this financing are expected to allow the Company to continue its marketing initiatives and technology development and to provide additional working capital.

Several institutional and other accredited investors purchased 376 units for $25,000 each. Each unit is comprised of one share of the Company’s recently created Series B Convertible Preferred Stock and one five-year warrant to purchase 25,000 shares of common stock for $1.15 per share. Each share of the preferred stock is convertible into 25,000 shares of common stock. Holders of the preferred stock are entitled to dividends at the rate of 10% per annum payable quarterly in either cash or common stock.

The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration requirements. Viseon has agreed to file a registration statement with the SEC covering the resale of the securities issuable upon conversion of the Series B Convertible Preferred Stock and exercise of the warrants sold in this private placement transaction and any shares issued in payment of dividends on the Series B Convertible Preferred Stock.

This notice is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

About Viseon, Inc.

Founded in 1993 with headquarters in Dallas, Viseon, Inc. (OTCBB:VSNI — News) is a leading developer and manufacturer of patented personal broadband communications solutions. Viseon products have been sold under various brand names around the world including Philips, VTEL, and Gentner. Viseon’s mission is to work with carriers to enhance the consumer telephone experience by positioning VoIP as a premium service versus Plain Old Telephone Service (POTS), and ultimately replacing the analog telephone by bringing digital telephony quality to the broader public. The target markets for Viseon’s VisiFone™ are the 150 million global consumers which are projected to switch to VoIP in the next five years. Other markets for the VisiFone include corporations, universities, and government agencies. Viseon holds broadband communication related patents in the U.S. and 18 European and Asian countries and has additional patents pending. For more information on the company, please visit the company’s website, http://www.viseon.com.

“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 Viseon’s Annual Report on Form 10-KSB for the most recently ended fiscal year.

VisiFone™ is a trademark of Viseon Inc. All other company and product names may be trademarks of the respective companies with which they are associated.

Contact:

Terpin Communications Group	Viseon, Inc.
Media Contact	Investor Relations Contact
Xenia von Wedel, 650-563-9130	Russ Yeager, 972-906-6300
xenia@terpin.com	ryeager@viseon.com