U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 FORM 10-QSB/A



(Mark One)

_XXX_    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.
_____    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM_____TO_____.



                         Commission File Number 0-27106


                                RSI Systems, Inc.
                                -----------------
        (Exact name of small business issuer as specified in its charter)


                Minnesota                                     41-1767211
                ---------                                     ----------
       (State or other jurisdiction                         (IRS Employer
    of incorporation or organization)                    Identification No.)


    5593 West 78th Street, Minneapolis, Minnesota                55439
    ---------------------------------------------                -----
      (Address of principal executive offices)                (Zip Code)

                                 (952) 896-3020
                                 --------------
                           (Issuer's Telephone Number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report), and (2) has been
subject to such filing requirements for the past 90 days. YES _X_ NO ___

This amendment is being filed to revise the balance sheet classification and
related footnote disclosure of 1,400,000 shares of common stock issued by the
Company, in accordance with generally accepted accounting principles.

The Company had 11,311,838 shares of Common Stock, $ 0.01 par value per share,
outstanding as of May 14, 2001.

Transitional Small Business Disclosure Format (Check one): Yes ___ No _X_


                                       1
<PAGE>


                        RSI SYSTEMS, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

                        March 31, 2001 and June 30, 2000

<TABLE>
<CAPTION>
                                                                     March 31,
                                                                        2001           June 30,
                                       Assets                       (Unaudited)          2000
-------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>
Current assets:
    Cash and cash equivalents                                      $    467,299           83,930
    Accounts receivable, net of allowance for doubtful
      accounts of $168,500 and $241,000, respectively                   424,028          799,832
    Inventories                                                         578,006          806,956
    Prepaid expenses                                                     56,015           65,010
-------------------------------------------------------------------------------------------------
            Total current assets                                      1,525,348        1,755,728
-------------------------------------------------------------------------------------------------

Property and equipment:
    Software                                                            400,710          310,049
    Furniture and equipment                                           1,290,726        1,272,714
    Leasehold improvements                                                4,444               --
      Less accumulated depreciation and amortization                 (1,356,283)      (1,120,702)
-------------------------------------------------------------------------------------------------
            Net property and equipment                                  339,597          462,061
-------------------------------------------------------------------------------------------------

Patents, net                                                             77,452               --
-------------------------------------------------------------------------------------------------

                                                                   $  1,942,397        2,217,789
=================================================================================================

                        Liabilities and Stockholders' Equity
-------------------------------------------------------------------------------------------------

Current liabilities:
    Revolving credit facility                                           571,079          573,801
    Current portion of capital lease obligations                         88,026          137,978
    Accounts payable                                                    774,494          792,786
    Accrued expenses                                                    225,847          265,149
    Deferred revenue                                                     70,632           75,759
-------------------------------------------------------------------------------------------------
            Total current liabilities                                 1,730,078        1,845,473
-------------------------------------------------------------------------------------------------

Long-term liabilities:
    Capital lease obligations, net of current portion                    21,824           72,053
-------------------------------------------------------------------------------------------------
            Total long-term liabilities                                  21,824           72,053
-------------------------------------------------------------------------------------------------

Redeemable common stock:
    Redeemable common stock ($560,000 redemption value),
            $.01 par value, 1,400,000 shares issued and outstanding     424,369               --
-------------------------------------------------------------------------------------------------
            Total redeemable common stock                               424,369               --
-------------------------------------------------------------------------------------------------

Stockholders' equity:
    Common stock ($.01 par value per share, 15,000,000 shares
            authorized, 9,482,266 issued and outstanding)                94,823           87,249
    Additional paid-in capital                                       18,892,836       18,615,457
    Accumulated deficit                                             (19,221,533)     (18,402,443)
-------------------------------------------------------------------------------------------------
            Total stockholders' equity                                 (233,874)         300,263
-------------------------------------------------------------------------------------------------

                                                                   $  1,942,397        2,217,789
=================================================================================================
</TABLE>

See accompanying notes to financial statements.


                                       2
<PAGE>


                            RSI SYSTEMS, INC. AND SUBSIDIARY

                          Consolidated Statements of Operations

               Three Months and Nine Months Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                      Three Months      Three Months
                                                                         Ended             Ended
                                                                       March 31,         March 31,
                                                                         2001              2000
                                                                      (Unaudited)       (Unaudited)
---------------------------------------------------------------------------------------------------
<S>                                                                   <C>                   <C>
Net sales                                                             $    713,074          741,234
Cost of goods sold                                                         366,498          374,812
Inventory writedown to lower of cost or market                                  --          320,000
---------------------------------------------------------------------------------------------------
         Gross profit                                                      346,576           46,422

Research and development                                                   129,680          164,862
Selling, general, and administrative                                       518,211          518,953
---------------------------------------------------------------------------------------------------
         Operating loss                                                   (301,315)        (637,393)

Other expense:
   Interest expense, net                                                   (46,811)         (52,838)
---------------------------------------------------------------------------------------------------
         Other expense, net                                                (46,811)         (52,838)
---------------------------------------------------------------------------------------------------

         Net loss                                                     $   (348,126)        (690,231)
===================================================================================================

         Net loss per common share - basic                            $      (0.04)           (0.09)
         Net loss per common share - diluted                          $      (0.04)           (0.09)
===================================================================================================

         Weighted average shares outstanding - basic (Note 1)            9,605,294        7,747,171
         Weighted average shares outstanding - diluted (Note 1)          9,605,294        7,747,171
===================================================================================================

<CAPTION>
                                                                      Nine Months       Nine Months
                                                                         Ended             Ended
                                                                       March 31,         March 31,
                                                                         2001              2000
                                                                      (Unaudited)       (Unaudited)
---------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>
Net sales                                                             $  2,708,751        3,489,988
Cost of goods sold                                                       1,360,429        1,764,097
Inventory writedown to lower of cost or market                                  --          320,000
---------------------------------------------------------------------------------------------------
         Gross profit                                                    1,348,322        1,405,891

Research and development                                                   420,575          650,218
Selling, general, and administrative                                     1,583,503        2,728,185
---------------------------------------------------------------------------------------------------
         Operating loss                                                   (655,756)      (1,972,512)

Other expense:
   Interest expense, net                                                  (163,334)        (155,739)
---------------------------------------------------------------------------------------------------
         Other expense, net                                               (163,334)        (155,739)
---------------------------------------------------------------------------------------------------

         Net loss                                                     $   (819,090)    $ (2,128,251)
===================================================================================================

         Net loss per common share - basic                            $      (0.09)           (0.29)
         Net loss per common share - diluted                          $      (0.09)           (0.29)
===================================================================================================

         Weighted average shares outstanding - basic (Note 1)            9,014,069        7,333,728
         Weighted average shares outstanding - diluted (Note 1)          9,014,069        7,333,728
===================================================================================================
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>


                        RSI SYSTEMS, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                    Nine Months Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                          Nine Months       Nine Months
                                                                             Ended             Ended
                                                                           March 31,         March 31,
                                                                              2001             2000
                                                                          (Unaudited)       (Unaudited)
-------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                <C>
Cash flows from operating activities:
    Net loss                                                             $   (819,090)      (2,128,251)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Depreciation and amortization                                         239,099          222,267
        Inventory writedown to lower of cost or market                             --          320,000
        Compensation expense - stock and warrant grants                        45,920               --
        Changes in operating assets and liabilities:
          Accounts receivable, net                                            375,804        1,146,651
          Inventories                                                         228,950         (147,236)
          Prepaid expenses                                                      8,995           22,673
          Accounts payable                                                    (18,292)        (373,868)
          Accrued expenses                                                    (28,269)         (43,735)
          Deferred revenue                                                     (5,127)          (3,064)
-------------------------------------------------------------------------------------------------------
            Net cash provided by (used in) operating activities                27,990         (984,563)
-------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
    Proceeds from sale of marketable securities                                    --          911,764
    Purchases of software, property and equipment                            (113,118)        (276,003)
    Payments for patent costs                                                 (80,969)              --
-------------------------------------------------------------------------------------------------------
            Net cash provided by (used in) investing activities              (194,087)         635,761
-------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
    Net proceeds from issuance of common stock                                  3,000          618,299
    Net proceeds from issuance of redeemable common stock                     424,369               --
    Net repayments on revolving credit facility                                (2,722)        (859,560)
    Proceeds from note payable-stockholder                                    425,000          300,000
    Repayment of note payable-stockholder                                    (200,000)              --
    Payments of capital lease obligations                                    (100,181)         (84,735)
-------------------------------------------------------------------------------------------------------
            Net cash provided by (used in) financing activities               549,466          (25,996)
-------------------------------------------------------------------------------------------------------

            Net change in cash and cash equivalents                           383,369         (374,798)

Cash and cash equivalents at beginning of period                         $     83,930          418,863
-------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                                    467,299           44,065
=======================================================================================================

Supplemental disclosure of cash flow information:

    Cash paid during period for interest                                 $    147,909     $    221,984
    Cash paid during period for income taxes                             $         --     $         --

Supplemental schedule of non-cash investing and financing activities:

    Note payable and accrued interest converted to common stock          $    236,034     $         --
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>


                        RSI SYSTEMS, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2001 and 2000
                                   (Unaudited)


1. BASIS OF PRESENTATION:

The unaudited interim financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in
the financial statements have been omitted or condensed pursuant to such rules
and regulations. The accompanying unaudited financial statements should be read
in conjunction with the Company's June 30, 2000 financial statements and related
notes included in the Company's Annual Report on Form 10-KSB.

The financial statements reflect all adjustments, of a normally recurring
nature, necessary to fairly present the results of operations and financial
position of the Company for the interim periods.

For purposes of computing net loss per common shares, weighted average shares
outstanding for the period ended March 31, 2001 include 1,400,000 shares of
redeemable common stock issued on February 23, 2001.

2. REVOLVING CREDIT FACILITY:

In August 2000, the Company modified its commercial loan agreement with a bank
for a $2,500,000 committed line of credit facility that matures on June 26,
2001. This agreement amended and restated the previous commercial loan agreement
dated September 3, 1999. The new facility is secured by all corporate assets and
provides working capital based on a borrowing base comprised of accounts
receivable, inventories and marketable securities. The new facility also
contains certain covenants and conditions, including minimum net worth plus
subordinated debt levels. Interest on outstanding borrowings accrues at the
prime rate plus 4% (12.0% at March 31, 2001). Outstanding borrowings were
$571,079 and $573,801 at March 31, 2001 and June 30, 2000, respectively.

3. REDEEMABLE COMMON STOCK:

On February 23, 2001, the Company received $424,369 net of offering costs as a
result of a private placement of 1,400,000 shares of redeemable common stock to
Digital Investors, LLC (Digital) ($.35 per share). The shares were sold in
connection with a Stock Purchase Agreement between the Company and Digital. The
redeemable common stock has voting rights identical to the Company's common
stock and the shares have not been registered with the Securities and Exchange
Commission.

Digital has the sole right to request redemption of the 1,400,000 shares for
$560,000 ($.40 per share) in the event a Registration Statement for the shares
has not been declared effective by the Securities and Exchange Commission (SEC)
by June 30, 2001. However, such repurchase requirement is not required if the
Company has used all reasonable efforts to effect such registration by June 30,
2001 and the failure of the Registration Statement to have been declared
effective by such date is due to circumstances beyond the Company's control
including, but not limited to, time required for review and approval by the SEC.

In such case, the repurchase requirement shall be required if a Registration
Statement for the shares has not been declared effective by the SEC as of August
31, 2001. However, in such case, Digital shall have the option (but not the
obligation) of purchasing additional shares for the Company in connection with
the Stock Purchase Agreement dated February 23, 2001 on or before September 30,
2001.

4. STOCKHOLDER'S EQUITY:

(a)      COMMON STOCK

         On January 31, 2001, the Company issued 75,000 shares of common stock
         to an employee for services provided. The shares have not been
         registered with the Securities and Exchange Commission.


                                       5
<PAGE>


         On March 31, 2001, the Company received net proceeds of $3,000 and
         issued 8000 shares of common stock upon the exercise of employee stock
         options ($.375 per share). The shares have been registered with the
         Securities and Exchange Commission.

(b)      STOCK WARRANTS

         On February 23, 2001, the Company granted warrants to Active
         Management, LLC (AM), a management and consulting firm, for the
         purchase of 500,000 shares of common stock at an exercise price of $.45
         per share. The warrants vest at a rate of 50,000 on February 23, 2001
         and 37,500 per quarter thereafter (or earlier, based on the achievement
         of certain earnings targets) and are exercisable for a period of five
         years from the date of issuance.

         On February 23, 2001, the Company granted warrants to RSI Marketing,
         LLC (RSIM), a sales and marketing firm affiliated with AM, for the
         purchase of 1,000,000 shares of common stock at an exercise price of
         $.45 per share. The warrants vest based on the achievement of certain
         sales targets by RSIM through December, 2002. The warrants are
         exercisable for a period of five years from the date of issuance.


                                       6
<PAGE>


5. COMMITMENTS AND CONTINGENCIES:

         MANUFACTURING AGREEMENT

         On August 28, 1996, the Company entered into a manufacturing agreement
         with a third party custom manufacturer (Manufacturer). Pursuant to this
         agreement, the Manufacturer agrees to produce the Company's
         videoconferencing products, and warrants that all products will be free
         from defects in material and workmanship for twelve months from the
         date the Company ships to the customer, or fifteen months from the date
         the Manufacturer ships to the Company, whichever comes first.

         The agreement may be terminated by either party upon failure of the
         other party to comply with any material term of the agreement after a
         30-day written notice and cure period. In the event of such
         termination, the Company would be obligated to pay for any goods
         accepted under the terms of the agreement. The Company may also
         terminate the agreement upon 30 days written notice. In such case, the
         Company would be obligated to pay for material and work in progress for
         products ordered by the Company. As of March 31, 2001, the Company's
         commitment for material and work in progress for products ordered was
         approximately $600,000.

6. RELATED PARTY TRANSACTIONS:

         NOTES PAYABLE TO RELATED PARTY

         In August 2000, the Company received $225,000 from Richard F. Craven,
         Chairman of the Company, in exchange for a convertible demand note
         payable. On February 26, 2001, the principal amount of the note,
         together with accrued interest at 10% per annum, ($236,034) was
         converted into 674,383 shares of common stock of the Company at a price
         of $.35 per share, in connection with a Stock Purchase Agreement
         between the Company and Digital and the terms of the Note Payable.

         On January 31, 2001, the Company received $200,000 in cash from Richard
         F. Craven, Chairman of the Company, in exchange for a convertible
         demand note payable. On or after February 5, 2001, the maturity date of
         the note, the principal amount of the note together with the accrued
         interest at 10% per annum was convertible into common stock at a price
         of $.45 per share, which was the market price of the Company's common
         stock on the date the note was signed. The note, together with accrued
         interest was repaid by the Company on February 26, 2001.

7.       SUBSEQUENT EVENTS:

(a)      ASSET PURCHASE

         On April 16, 2001, the Company purchased certain product rights,
         marketing and distribution rights and related intellectual property
         from an unrelated company (the


                                       7
<PAGE>


         Seller). As part of the agreement, the Seller is restricted from
         selling the product to current and previous customers, but may continue
         to distribute the product to certain new customers in the future. As
         consideration, the Company paid $275,000 cash and granted warrants to
         purchase 750,000 shares of RSI common stock at a price of $.70 per
         share, exercisable immediately. The Company also granted warrants to
         the Seller to purchase up to an additional 250,000 shares of RSI common
         stock at $.70 per share depending upon the level of the Company's sales
         of the product back to the Seller, in connection with the Seller's
         distribution of the product to new customers. The warrants are
         exercisable through April 12, 2006.

(b)      SALE OF COMMON STOCK

         On April 30, 2001, the Company received $150,000 net of offering costs
         as a result of a private placement of 428,572 shares of its common
         stock ($.35 per share). The shares were sold to Digital Investors LLC
         (Digital) in connection with the Stock Purchase Agreement between the
         Company and Digital. The 428,572 shares are considered an early partial
         closing of the additional 3,100,000 shares that Digital had agreed to
         purchase subsequent to February 23, 2001 in accordance with the terms
         of the Stock Purchase Agreement, therefore reducing the remaining
         number of shares to be purchased by Digital under the terms of the
         agreement to 2,671,428. The shares purchased on April 30, 2001 have not
         been registered with the Securities and Exchange Commission.

(c)      On May 25, 2001, the Company completed its reincorporation merger into
         Viseon, Inc., a Nevada corporation, in accordance with the Plan of
         Merger attached as Exhibit 10.40 to the Company's original Form 10-QSB
         for the period ended March 31, 2001. The Company trades under the
         symbol VSNI.

(d)      On June 25, 2001, the Company's bank extended the maturity date of its
         Line of Credit facility to July 26, 2001. The Company is actively
         seeking working capital financing from an alternative bank.


                                       8
<PAGE>


                                     PART II
                                OTHER INFORMATION


Item 1.           LEGAL PROCEEDINGS

On June 27, 2001, the Company initiated a suit in United States District Court,
District of Minnesota, against VTEL Corporation. The suit alleges infringement
of the Company's United States Patent Number 5,802,281 and 6,073,192.

On May 24, 2001, the Company initiated a suit in United States District Court,
District of Minnesota, against Picture Tel Corporation. The suit alleges
infringement of the Company's United States Patent Number 5,802,281 and
6,073,192.


Item 5.           OTHER INFORMATION

On May 25, 2001, the Company completed its reincorporation merger into Viseon,
Inc., a Nevada corporation, in accordance with the Plan of Merger attached as
Exhibit 10.40 to the Company's original Form 10-QSB for the period ended March
31, 2001. The Company trades under the symbol VSNI.


                                        9
<PAGE>


                                   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 thereunto duly authorized.


                                         RSI Systems, Inc.




Dated: July 17, 2001                     /s/ John C. Harris
                                         ------------------------
                                             John C. Harris
                                         Its President & Chief Executive Officer


                                         By: /s/  James D. Hanzlik
                                         ------------------------
                                             James D. Hanzlik
                                         Its Chief Financial Officer


                                       10