U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB



(Mark One)

  X          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.

____         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


                                  Viseon, Inc.

        (Exact name of small business issuer as specified in its charter)


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

545 E. John Carpenter Freeway, Suite 1430, Irving, Texas               75062
---------------------------------------------------------              -----
                (Address of principal executive offices)            (Zip Code)

                                 (214)-424-5700
                           (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 __

The Company had 16,905,590 shares of Common Stock, $ 0.01 par value per share,
outstanding as of May 11, 2003.

Transitional Small Business Disclosure Format (Check one): Yes __ No X



<PAGE>



                                  Viseon, Inc.

                                      INDEX


                                                                           Page
PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements

                Consolidated Balance Sheets - March 31, 2003
                (unaudited) And June 30, 2002 (audited)...................... 3

                Consolidated Statements of Operations - Three and
                nine Months ended March 31, 2003 and 2002 (unaudited).........4

                Consolidated Statements of Cash Flows - Three and
                nine Months ended March 31, 2003 and 2002 (unaudited) ........5

                Notes to Consolidated Financial Statements....................6

    Item 2.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations..........................13

    Item 3.     Control and Procedures.......................................17

PART II  OTHER INFORMATION............... ...................................19

    Item 1.     Legal Proceedings............................................19

    Item 2.     Changes in Securities........................................19

    Item 3.     Defaults upon senior securities..............................19

    Item 4.     Submission of Matters to a Vote of Security Holders..........20

    Item 5.     Other Information............................................21

    Item 6.     Exhibits and Reports on Form 8-K.............................21

Signatures and Certifications................................................22


Exhibit Index ...............................................................25


<PAGE>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements


                           VISEON, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets


                                              March 31,              June 30,
                                                2003                  2002
                    Assets                    (Unaudited)            (audited)
                                              -----------            -----------
Current assets:
    Cash and cash equivalents                  $ 185,388                $ -
    Accounts receivable, net of allowance
      for doubtful accounts of $92,000
      and $144,000, respectively                 143,760            1,314,131
    Inventories, net                             154,107            1,087,661
    Prepaid expenses                              35,138               39,984
                                              -----------           ------------
            Total current assets                 518,393            2,441,776
                                              -----------           ------------

Net property and equipment                       529,054              720,431
                                              -----------           ------------

Intangible assets, net                           134,869              204,529
                                              -----------           ------------

            Total assets                     $ 1,182,316          $ 3,366,736
                                              ===========         ==============

                 Liabilities and Stockholders' Equity (Deficit)


Current liabilities:
    Checks issued in excess of cash
      in bank                                       $ -              $ 51,919
    Revolving credit facility, net of
      original issue discount                   484,032             1,269,339
    Subordinated notes payable, net
      of original issue discount                373,000                    -
    Current portion of capital lease
      obligations                                     -                 4,017
    Accounts payable                          1,452,609             1,479,767
    Accrued expenses                            164,432               204,745
    Deferred revenue                                  -               298,708
                                              ---------             ------------

            Total current liabilities         2,474,073             3,308,495

Stockholders' equity (deficit):
      Preferred stock ($.01 par value
        per share, 5,000,000 shares
        authorized, no shares issued
        and outstanding)                              -                     -
      Common stock ($.01 par value
        per share, 50,000,000 shares
        authorized, 16,905,590 and
        14,172,066 issued and
        outstanding)                            169,056               141,720
      Additional paid-in capital             22,818,413            21,713,645
      Accumulated deficit                   (24,279,226)          (21,797,124)
                                            ------------          -----------
   Total stockholders' equity (deficit)      (1,291,757)               58,241
                                            ------------          -----------

Total liabilities and stockholders'
    equity (deficit)                        $ 1,182,316           $ 3,366,736
                                            ===========           ===========

See accompanying notes to consolidated financial statements.



<page>


                           VISEON, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations


                                         Three Months Ended   Three Months Ended
                                               March 31,          March 31,
                                                  2003              2002
                                              (Unaudited)       (Unaudited)
                                         ------------------   ------------------

Net sales                                         $ 94,587        $ 1,758,774
Cost of goods sold                                  31,483          1,405,812
Decrease of reserve for inventories               (276,600)                 -
                                        -------------------   ------------------
         Gross profit                              339,704            352,962

Research and development                            15,033             47,339
Selling, general, and administrative               699,777            210,244
                                        -------------------   ------------------
         Operating income (loss)                  (375,106)            95,379

Other income (expense):
   Interest expense                                (80,397)           (31,656)
   Other income (expense), net                       1,706             10,642
                                        ------------------    ------------------
         Other income (expense), net               (78,691)           (21,014)
                                        ------------------    ------------------

         Net income (loss)                      $ (453,797)          $ 74,365
                                        ===================   ==================

Net income (loss) per common share - basic         $ (0.03)            $ 0.01
Net income (loss) per common share - diluted       $ (0.03)            $ 0.00


Weighted average shares outstanding - basic     15,319,182         13,690,320
Weighted average shares outstanding - diluted   15,319,182         16,057,644



                                         Nine Months Ended     Nine Months Ended
                                                March 31,          March 31,
                                                  2003              2002
                                              (Unaudited)       (Unaudited)
                                         -----------------     -----------------

Net sales                                    $ 1,009,647        $ 6,018,866
Cost of goods sold                               959,294          4,370,154
Reserve for inventories                          323,400                  -
                                         ----------------       ----------------
         Gross profit (loss)                    (273,047)         1,648,712

Research and development                          60,239            220,849
Selling, general, and administrative           2,143,846          2,032,287
                                        ----------------        ----------------
         Operating loss                       (2,477,132)          (604,424)

Other income (expense):
   Interest expense                             (319,299)          (126,699)
   Gain on sale of deferred revenue contracts    314,712                  -
   Other income (expense), net                      (383)           113,265
                                        -----------------       ----------------
         Other Income/Expense                     (4,970)           (13,434)
                                        -----------------       ----------------

         Net loss                           $ (2,482,102)        $ (617,858)
                                        =================       ================

Net loss per common share - basic                $ (0.17)           $ (0.05)
Net loss per common share - diluted              $ (0.17)           $ (0.05)


Weighted average shares outstanding - basic   14,823,818         12,364,386
Weighted average shares outstanding - diluted 14,823,818         12,364,386



See accompanying notes to consolidated financial statements.

<page>
                           VISEON, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows


                                            Nine Months Ended  Nine Months Ended
                                                  March 31,       March 31,
                                                    2003             2002
                                                 (Unaudited)      (Unaudited)
                                            -----------------  -----------------

Cash flows from operating activities:
    Net loss                                     $ (2,482,102)      $ (617,858)
    Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation and amortization                 266,320          245,045
        Amortization of original issue discount       176,558           13,281
        Compensation related to stock options         (88,120)         (38,318)
        Compensation related to issuance of stock           -           86,400
        Warrants issued for services                  315,788           39,075
        Common stock issued for services              253,924                -
        Gain on sale of deferred revenue contracts   (314,712)               -
        Reserve for inventories                       323,400                -
        Changes in operating assets and liabilities:
          Accounts receivable, net                  1,170,371         (932,103)
          Inventories                                 610,154       (1,071,440)
          Prepaid expenses                              4,846          (98,250)
          Cash issued in excess of cash in bank       (51,919)               -
          Accounts payable                            (27,158)         740,350
          Accrued expenses                            (40,313)        (101,984)
          Deferred revenue                             16,003          217,604
                                                -------------        -----------
Net cash provided by (used in) operating
    activities                                        133,040       (1,518,198)
                                                -------------       ------------

Cash flows from investing activities:
    Proceeds from sale of deferred revenue
       contracts                                            1                -
    Purchases of software, property and
       equipment                                       (5,283)         (53,790)
    Payments for patent costs                               -          (26,858)
                                                -------------       ------------
Net cash used in investing activities                  (5,282)         (80,648)
                                                -------------       ------------

Cash flows from financing activities:
    Net borrowing (repayments) on revolving
       credit facility                               (811,865)         744,820
    Payments of capital lease obligations              (4,017)         (73,612)
    Payments of note payable - stockholder                  -         (800,000)
    Proceeds from subordinated notes payable          223,000                -
    Proceeds from issuance of common stock            610,000          855,725
    Proceeds from note payable-stockholder                  -          800,000
    Proceeds from exercise of common stock options     40,512                -
                                                -------------       ------------
Net cash provided by financing activities              57,630        1,526,933
                                                -------------       ------------

Net change in cash and cash equivalents               185,388          (71,913)


Cash and cash equivalents at beginning of period          $ -         $ 81,115
                                                -------------       ------------

Cash and cash equivalents at end of period          $ 185,388          $ 9,202
                                                =============       ============

Supplemental cash flow information:
    Cash paid for interest, net of original
        issue discount                               $ 88,902        $ 118,289
                                                =============       ============


See accompanying notes to consolidated financial statements.


<page>

                                  VISEON, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

1. DESCRIPTION OF THE BUSINESS:

Viseon, Inc., a Nevada corporation, (the Company) was founded in 1993, and
changed its name from RSI Systems, Inc. to Viseon, Inc. on May 23, 2001.
Historically, the Company had been a developer of its own video conferencing
systems primarily sold to corporate end users. Beginning with the third quarter
of the Company's fiscal 2002, the Company's profit margins were eroded by
intense competition. The Company recognized the need to modify its business
model to achieve higher margins and benefit from its portfolio of U.S. patents,
the fourth of which was issued in February 2003. In January 2003, the Company
decided to exit its corporate video conferencing systems business. This was
accomplished by the sale of its services contract portfolio and the liquidating
of the assets associated with the corporate video conferencing business.

 The Company intends to begin licensing its intellectual property to third
parties and developing proprietary consumer broadband videophone products and
services, some of which will be based on its existing intellectual property. The
Company plans on undertaking the development of these products and services
jointly with a suitable, established developer and manufacturer. The Company is
currently in the process of identifying and selecting the developer and
manufacturer and has also become a distributor in the U.S. of a broadband
videophone manufactured by an Asian partner. The Company also plans on
continuing to form new relationships with other companies to distribute their
products alongside its own products.

The Company's marketing strategy is to focus on residential consumers who have
historically not purchased video communications in the past. All of these
developments have affected and will continue to affect its financial model in
terms of margins, cash flow requirements, and other areas. The Company has a
limited history with respect to the direction its business is now taking. There
can be no assurance that the Company will be able to succeed in implementing its
strategy, or that the Company will be able to achieve positive cash flow or
profitable operations as a result of these changes in its business.


2. BASIS OF PRESENTATION:

The unaudited interim consolidated 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 consolidated financial statements have been omitted or condensed
pursuant to such rules and regulations. The accompanying unaudited consolidated
financial statements should be read in conjunction with the Company's June 30,
2002 consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-KSB.

The consolidated financial statements include the accounts of RSI Systems, Ltd.
a subsidiary in the United Kingdom, which is wholly owned by the Company.

The consolidated 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. Operating results for
the three and nine months ended March 31, 2003 are not necessarily indicative of
the results that may be expected for the year as a whole.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Capitalized Software Costs. Software costs have been accounted for in accordance
with Statement of Financial Accounting Standards (SFAS) No. 86 "Accounting for
the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed". Costs
associated with the planning and design phase of software development, including
coding and testing activities necessary to establish technological feasibility,
are classified as research and development and expensed as incurred. Once
technological feasibility has been determined, additional costs incurred in
development, including coding, testing and product quality assurance is
capitalized, when material. At March 31, 2003 and June 30, 2002, the Company had
$350,027 and $625,612 respectively of unamortized computer software costs,
including software acquired.

Liquidity. The Company has incurred losses from operations and negative cash
flows for the three and nine months ended March 31, 2003 and 2002. Together with
a working capital deficit at March 31, 2003, these conditions raise concerns
about the Company's ability to generate positive cash flows and fund operations
for the next twelve months.

         The Company is currently attempting to raise $2.5 million through a
private placement of its common stock to qualified investors. Of this amount,
$1.5 million will be used for product research and development, and $1,000,000
will be used for working capital. There can be no assurance that the Company
will be successful in raising the $2.5 million. If required financing is not
available on acceptable terms, the Company will be prevented from completing the
necessary development, commencing commercial operations and pursuing its
business plan. Completion and testing of the Company's products and services is
expected to be completed within nine to twelve months after the $2.5 million is
raised. Once the Company has completed development, hired and trained employees,
test marketing will commence. The Company does not expect any difficulty or
lengthy delay in the hiring and training of employees and completing its design
once funds have been raised.

           There are no expected purchases or sales of any plant or significant
equipment, other than the Company's proposed purchase of Appian service platform
components that are expected to cost approximately $200,000.

Intangible Assets. The Company amortizes patents over their estimated useful
lives of ten years using the straight-line method. Covenants not to compete are
being amortized using the straight-line method over the term of the covenants.
Accumulated amortization of intangible assets was $77,052 and $45,726 at March
31, 2003 and June 30, 2002, respectively.

Revenue Recognition. The Company records sales revenue at the time products are
shipped or services are provided. The Company ensures the transaction complies
with the seven conditions and the six considerations contained in Accounting and
Auditing Enforcement Release No. 108 of the Securities and Exchange Commission
(SEC).

 The SEC issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition."
SAB No. 101, as amended, sets forth the SEC staff's position regarding the point
at which it is appropriate for a registrant to recognize revenue. The staff
believes that revenue is realizable and earned when all of the following
criteria are met: persuasive evidence of an arrangement exists, delivery has
occurred or service has been rendered, the seller's price to the buyer is fixed
or determinable and collect ability is reasonably assured. The Company uses the
above criteria to determine whether revenue can be recognized, and therefore,
believes that the issuance of this bulletin does not have a material impact on
these consolidated financial statements.

Accounts Receivable reserves. The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of the Company's customers
declined, resulting in an impairment of their ability to make payments,
additional allowances may be required.

Inventory valuation. The Company writes down excess and obsolete inventory equal
to the difference between the cost of inventory and the estimated market value
based upon assumptions about product life cycles, demand for the Company's
products, market conditions and other pertinent factors. If actual product life
cycles, product demand and market conditions are less favorable than those
projected by management, additional inventory write-downs may be required in
future periods. The Company recorded a $323,400 reserve related to inventory for
the nine months ended March 31, 2003.

Net income (loss) per common share. Basic net income (loss) per common share is
computed by dividing the loss attributable to common stockholders by the
weighted average number of common shares outstanding for the reporting period.
Diluted net loss per common share is computed by dividing net loss by the sum of
the weighted average number of common shares outstanding plus all additional
common stock that would have been outstanding if potentially dilutive common
shares related to common share equivalents (stock options and stock warrants)
had been issued. All options and warrants outstanding during the three and nine
months ended March 31, 2003 and 2002 were anti-dilutive.

Stock-Based Compensation. In accordance with Accounting Principles Board (APB)
Opinion No. 25 and related interpretations, the Company uses the intrinsic
value-based method for measuring stock-based compensation cost which measures
compensation cost as the excess, if any, of quoted market price of the Company's
common stock at the grant date over the amount the employee must pay for the
stock. The Company's general policy is to grant stock options at fair value at
the date of grant.

Had compensation cost been recognized based on the fair values of options at the
grant dates consistent with the provisions of Statement of Financial Accouting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," the
Company's net income (loss) and basic and diluted net income (loss) per common
share would have been changed to the following pro forma amounts:

                            Three Months Ended            Nine Months Ended
                                 March 31,                      March 31,
                            2003           2002          2003             2002
                           -----------------------------------------------------
Net income (loss)
   As reported          $  (453,797)      74,365      (2,482,102)      (617,858)
   Pro forma               (507,030)      28,377      (2,581,471)      (789,098)

Basic net income (loss)
  per Common share:
   As reported                (0.03)        0.01           (0.17)         (0.05)
   Pro forma                  (0.03)        0.00           (0.17)         (0.06)

Diluted net income (loss)
  per Common share:
   As reported                (0.03)        0.00           (0.17)         (0.05)
   Pro forma                  (0.03)        0.00           (0.17)         (0.06)

Stock based compensation:
   As reported                1,820     (195,860)        (88,120)       (38,319)
   Pro forma                 53,233       45,988          99,369        171,240

In determining the compensation cost of options granted during the three andnine
months ended March 31, 2003 and 2002, as specified by SFAS No. 123, the fair
value of each option grant has been estimated on the date of grant using the
Black-Scholes option pricing model and the weighted average assumptions used in
these calculations are summarized as follows:

                                    Three Months Ended        Nine Months Ended
                                         March 31,                 March 31,
                                    2003          2002         2003       2002
Risk-free interest rate             4.38%            5%        4.38%         5%
Expected life of options
   granted                       5 years      10 years      5 years   10 years
Expected volatility                68.89%        68.89%       68.89%     68.89%
Expected dividend yield                0%            0%           0%         0%


4. REVOLVING CREDIT FACILITY:

In December 2001, the Company signed a commercial loan agreement with a bank for
a $3,000,000 revolving credit facility that matured in December 2002. The
facility is secured by all corporate assets and provided working capital based
on a borrowing base comprised of accounts receivable and inventories. Interest
on outstanding borrowings accrues at a 12% rate as of March 31, 2003.
Outstanding borrowings were $484,032 and $1,269,339 at March 31, 2003 and June
30, 2002 net of an original issuance discount of $0 and $26,558.

This line of credit matured on December 5, 2002, and the outstanding balance
owed under the line is now due and payable. The lender providing the line of
credit has notified the Company as to the expiration of the line, although the
lender has not demanded payment of the outstanding balance. The exercise of the
lender's rights with respect to the line of credit could materially adversely
affect our business. We are working with this lender with regard to the payment
of the outstanding balance, and the proceeds from sales of the collateral
securing this line of credit are being paid to reduce such balance. We will need
to renew our existing line of credit or pursue potential alternative financing
sources to provide working capital and financing for future operations. There
can be no assurance that an alternative line of credit will be available to the
Company on reasonable terms or at all. Because our existing line of credit is
secured by virtually all of our assets, demand for repayment of the outstanding
balance could lead to liquidation of our assets, and/or could cause us to cease
operations or cause the company to seek bankruptcy protection. In addition, any
alternative debt financing (if available and undertaken), like our existing
financing, will almost certainly involve restrictions limiting our operating
flexibility.

Pending the procurement of a definitive financing arrangement, the Company has
been obtaining funds in comparatively small amounts on an "as needed" basis from
various sources of debt financing pursuant to non-binding, informal arrangements
that include a conversion option to common stock at $.30 per share. There can be
no assurances that the Company will be able to continue to obtain funds from
these sources. Moreover, although we previously reached an informal,
interim-financing agreement with Digital Investors, LLC, further negotiations on
this financing arrangement are currently being postponed pending developments on
a more definitive financing arrangement with an institutional lender.

Subordinated notes payable. In June 2002, the Company borrowed $300,000 and
issued five-year warrants to the various lenders to purchase 545,454 common
shares at $0.55 per share through June 2003. The notes are subordinated to the
Company's senior lender, are due on demand and, mature June 2003. Interest on
the subordinated notes is due and payable monthly at an annual rate of 10%. The
subordinated notes are secured by substantially all assets of the Company. The
subordinated notes payable are convertible into common stock of the Company at a
conversion rate of $0.55 per share through June 2003. The proceeds of $300,000
were allocated between the notes and the warrants, which were valued using the
Black-Scholes pricing model. The resulting original issue discount of $300,000
(the fair value of the warrants and the beneficial conversion of the notes
payable into common stock as defined in Emerging Issues Task Force (EITF) 00-27
"Application of Issue No. 98-5 to Certain Convertible Instruments") is being
amortized over the life of the notes using the straight-line method, which
approximates the interest method. Amortization of the original issue discount
was $75,000 and $225,000 for the three and nine months ended March 31, 2003. The
notes may be converted based on the terms of the agreement. Outstanding
borrowings were $300,000 at March 31, 2003 and June 30, 2002, plus accrued
interest. The Company is currently in default on the subordinated notes and has
made no interest payments. The Company is currently in discussions with the
holders of the subordinated notes to extend and modify the payment terms.

6. COMMITMENTS AND CONTINGENCIES:

a)       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 agreed to produce the
              Company's videoconferencing products, and warrant 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 terms 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 may be obligated to pay for certain material and
              work in progress for products ordered. As of March 31, 2003, the
              Company's loss contingency for material and work in progress for
              products ordered amounted up to approximately $1,200,000.

              This amount represents the approximate cost to the manufacturer of
              goods purchased on behalf of the Company in support of the
              manufacturing of the Company's MediaPro product line that have not
              been incorporated into finished MediaPro products shipped and
              billed to the Company. This product line has not been the primary
              focus of the Company's sales and marketing activities during
              fiscal year 2002 or 2003 since the Company's efforts have been
              directed toward sales of well-known brand name products owned and
              manufactured by other companies in the marketplace. In addition,
              the MediaPro product line does not contain certain features
              (primarily the ability to operate over IP networks) demanded by
              many customers in North America, where the Company has
              concentrated its sales efforts. These factors, when viewed in
              conjunction with the level of inventory purchased on behalf of the
              Company by the Manufacturer, create a contingency that could
              result in the Manufacturer claiming the Company is obligated to
              pay for the inventory it has procured to build MediaPro products.

              In the fiscal year 2003, the Company did not sell any MediaPro
              products. In the event the Company cannot sell sufficient levels
              of MediaPro to utilize the inventory procured by the manufacturer
              within a reasonable amount of time, the Company and the
              manufacturer could enter into negotiations regarding ultimate
              responsibility for the goods. In such a case, and in the event an
              agreement is reached that obligated the Company to pay for all or
              a portion of the inventory, the Company could experience
              additional losses if such inventory costs were not subsequently
              recoverable through MediaPro product sales in the marketplace or
              other means. As of March 31, 2003 the Company has not reserved for
              this contingency in its consolidated financial statements, as it
              currently believes that financial loss related to the matter is
              not probable.


b)  Investor and Recruitment Agreement
a.           In February 2001, in connection with an agreement for seeking
             potential investors and recruiting and hiring senior management,
             the Company issued warrants to purchase 500,000 shares of its
             common stock at a price of $.45 per share.  50,000 warrants were
             issued and vested immediately and were valued at $10,315 using the
             Black-Scholes pricing model.  In addition, 450,000 warrants vest at
             a rate of 37,500 quarterly and may vest earlier based on the
             achievement of earnings criteria as defined in the agreement. In
             connection with the agreement, 37,500 warrants vested and were
             valued at $7,736 using the Black-Scholes pricing model during the
             third quarter of fiscal year 2003.  As of March 31, 2003, 300,000
             warrants vested and were valued at $61,888 using The Black-Scholes
             pricing method.  The warrants expire in February 2006.



7.  Stock Equity (Deficit)

         During August 2002, the Company sold 333,333 shares of Company's common
stock at $0.60 per share for proceeds of $200,000.

         During August and September 2002, the Company sold 249,999 shares of
         the Company's common stock at $0.60 per share for proceeds of $150,000.
         In connection with the sale of these shares of common stock, the
         Company issued 249,999 warrants to purchase common stock of the Company
         at $0.60 per share, which vest immediately with a term of five years.
         As of March 31, 2003 94,500 common stock options had been exercised for
         $40,512.

         During March 2003, the Company sold 1,040,000 shares of the Company's
         common stock at $.25 per share for proceeds of $260,000. In connection
         with the sale of these shares of common stock, the Company issued
         1,040,000 warrants to purchase common stock of the Company at $0.25 per
         share, which vest immediately with a term of five years..

         During January and March 2003, 1,015,692 shares had been issued
         pursuant to the 2003 Consultant Compensation Plan in payment of
         approximately $254,000 in services rendered.

8.       Subsequent Event

         On April 11, 2003 The Company was notified by the fourth Judicial
         District Court of Minnesota that a judgement was entered in favor of
         Simplex Time Recorder, Co for $69,626. These monies were due for the
         remaining lease term of the former location of the Corporate
         headquarters Minneapolis, MN.


<PAGE>


     CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS THAT COULD CAUSE THE
   COMPANY'S ACTUAL RESULTS TO DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING
                                   STATEMENTS

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document and any document
incorporated by reference herein, are advised that this document and documents
incorporated by reference into this document contain both statements of
historical facts and forward looking statements. The forward-looking statements
subject to certain risks and uncertainties, which could cause actual results to
differ materially from those, indicate forward-looking statements. Examples of
forward looking statements include, but are not limited to (i) projections of
revenues, income or loss, earnings or loss per share, capital expenditures,
dividends, capital structure and other financial items, (ii) statements of the
plans and objectives of the Company or its management or Board of Directors,
including the introduction of new products, or estimates or predictions of
actions by customers, suppliers, competitors or regulatory authorities, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about the Company or its business.

This document and any documents incorporated by reference herein also identify
important factors which could cause actual results to differ materially from
those indicated by the forward looking statements. These risks and uncertainties
include price competition, the decisions of customers, the actions of
competitors, the effects of government regulation, possible delays in the
introduction of new products, customer acceptance of products and services, and
other factors which are described herein and/or in documents incorporated by
reference herein. The cautionary statements made pursuant to the Private
Litigation Securities Reform Act of 1995 above and elsewhere by the Company
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Company prior to the effective date of such Act.
Forward looking statements are beyond the ability of the Company to control and
in many cases the Company cannot predict what factors would cause results to
differ materially from those indicated by the forward looking statements.


<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


Viseon, Inc., a Nevada corporation, (the Company) was founded in 1993, and
changed its name from RSI Systems, Inc. to Viseon, Inc. on May 23, 2001.
Historically, the Company had been a developer of its own video conferencing
systems primarily sold to corporate end users. Beginning with the third quarter
of the Company's fiscal 2002, the Company's profit margins were eroded by
intense competition. The Company recognized the need to modify its business
model to achieve higher margins and benefit from its portfolio of U.S. patents,
the fourth of which was issued in February 2003. In January 2003, the Company
decided to exit its corporate video conferencing systems business. This was
accomplished by the sale of its services contract portfolio and the liquidating
of the assets associated with the corporate video conferencing business.

The Company intends to begin licensing its intellectual property to third
parties and developing proprietary consumer broadband videophone products and
services, some of which will be based on its existing intellectual property. The
Company plans on undertaking the development of these products and services
jointly with a suitable, established developer and manufacturer. The Company is
currently in the process of identifying and selecting the developer and
manufacturer and has also become a distributor in the U.S. of a broadband
videophone manufactured by an Asian partner. The Company also plans on
continuing to form new relationships with other companies to distribute their
products alongside its own products.

The Company's marketing strategy is to focus on residential consumers who have
historically not purchased video communications in the past. All of these
developments have affected and will continue to affect its financial model in
terms of margins, cash flow requirements, and other areas. The Company has a
limited history with respect to the direction its business is now taking. There
can be no assurance that the Company will be able to succeed in implementing its
strategy, or that the Company will be able to achieve positive cash flow or
profitable operations as a result of these changes in its business.



RESULTS OF OPERATIONS

Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002.

Net Sales. Net sales for the third quarter of fiscal year 2003 were $94,587 down
94.6% from $1,758,774, in the third quarter of fiscal year 2002. The decrease in
sales in the third quarter of fiscal year 2003 was primarily a result of lower
sales volume associated with exiting the corporate videoconferencing segment and
focusing all of its efforts on consumer broadband videophone sales in North
America.

The Company had an exclusive sales and marketing arrangement with RSI Marketing,
LLC (RSIM) whereby RSIM sold and marketed the Company's products, as well as
those manufactured by others, exclusively in North America. The primary goal for
RSIM was to sell the Company's products directly to corporate video conferencing
end users. The current agreement expired December 31, 2002. The Company has
begun discussions with RSIM with respect to negotiating a new agreement for
future marketing of the Company's new consumer broadband videophone products. .

Gross Profit. Gross profit was $339,704 in the third quarter of fiscal year 2003
compared to a gross profit of $352,962 during the third quarter of fiscal year
2002. Cost of goods sold as a percentage of net sales in the third quarter of
fiscal year 2003 were 33% compared to 20% in the third quarter of fiscal year
2002. The gross profit reflects an adjustment to cost of goods sold of
$(773,508) due to lowering the inventory reserves to actual valuation after the
liquidation of remaining corporate video conferencing assets.

During the third fiscal quarter of 2003, the Company continued to focus the
majority of its efforts on its new Personal Broadband Videophone product. The
Company anticipates additional declines in revenue while finishing the
development of this new product and initial sales cycle times for the launching
of the new product.

Research and Development Expenses. Research and development expenses were
$15,033 for the third quarter of fiscal year 2003, or 19% of net sales, compared
to research and development expenses of $47,339 or 3% of net sales for the third
quarter of fiscal year 2002. Actual expenses decreased approximately $32,306 as
a result of a decrease in personnel in conjunction with the Company's
utilization of independent third parties to broaden its current product
offerings.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $699,777 or 865% of net sales for the third quarter
of fiscal year 2003 compared to $210,244 or 12% of net sales for the third
quarter of fiscal year 2002. The $489,533 increase in expenses was due primarily
to services rendered by consultants for both sales and management consulting.
Non-cash sales and marketing expense was $300,000. The percentage increase was a
result of decreased sales during the third quarter of fiscal year 2003.

Other Income (Expense). Other expense was $78,691 in the third quarter of fiscal
year 2003, compared to $21,014 in the third quarter of fiscal year 2002. The
increase in expense was primarily due to the increased interest being paid to
the Company's lender due to the expiration of the Company's line of credit.

As a result of the foregoing, net loss for the third quarter of fiscal year 2003
was $(453,797), or ($.03) per common share compared to net income of $74,365 or
$.01 per common share in the third quarter of fiscal year 2002.

Nine months Ended March 31, 2003 Compared to Nine months Ended March 31, 2002

Net Sales. Net sales for the nine-month period ended March 31, 2003 were
$1,009,647, down 83.2% from $6,018,866 for the nine-month period ended March 31,
2002. The decrease in sales during the nine-month period ended March 31, 2003
was a result of changes in the corporate videoconferencing business.

Gross Profit (Loss). Gross loss was $(273,047) for the nine-month period ended
March 31, 2003, compared to a gross profit of $1,648,712 during the nine-month
period ended March 31, 2002. Cost of goods sold as a percentage of net sales for
the nine-month period ended March 31, 2003 was 27% compared to 27% during the
nine-month period ended March 31, 2002. The decrease in gross profit and
increase in cost of goods sold was a result of the Company exiting the corporate
videoconferencing business. Additionally, a significant amount of inventory was
sold at below cost in order to reduce requirements for office and warehouse
space due to this change in business direction. The gross profit reflects an
adjustment to cost of goods sold of $(773,508) due to lowering the inventory
reserves to actual valuation after the liquidation of remaining corporate
videoconferencing assets.

Research and Development Expenses. Research and development expenses were
$60,239, or 6% of sales for the nine-month period ended March 31, 2003, compared
to research and development expenses of $220,849, or 4% of sales for the
nine-month period ended March 31, 2002. Actual expenses decreased approximately
$160,610 during the nine-month period ended March 31, 2003 as a result of lower
head count associated with the Company's overall strategy to exit the corporate
videoconferencing business.

Selling, General and Administrative Expenses. Selling, general, and
administrative expenses were $2,143,846 for the nine-month period ended March
31, 2003 or 215% of sales, compared to $2,032,287 or 34% of sales for the
nine-month period ended March 31, 2002. The increase in selling, general and
administrative expenses during the nine-month period ended March 31, 2003 was
primarily a result of non-cash expenses related to stock compensation for sales
and marketing related consulting.

LIQUIDITY, CAPITAL RESOURCES AND MATERIAL CHANGES IN FINANCIAL CONDITION

Net cash provided by operating activities in the nine-month period was $133,040
in the third quarter of fiscal year 2003, compared to net cash used of
$1,518,198 in the third quarter of fiscal year 2002. The decrease was primarily
due to a reduction in monthly expenditures, cash compensation and accounts
receivable as a result of exiting the corporate video conferencing business.
Accounts receivable decreased $1,170,371 during third quarter of fiscal year
2003 as a result of decreased sales during the quarter compared to the third
quarter of fiscal year 2002. The principal reason for decrease in revenues is
due to the exiting of the corporate video conferencing business and continuing
preparations for the launch of its new personal videophone product.

Inventory also decreased during the third quarter of fiscal year 2003 as a
result of the Company's strategy to exit the corporate videoconferencing
business. A significant amount of this inventory was sold at below cost in order
to reduce requirements for office and warehouse space. The Company recorded a
$323,400 reserve related to inventory for the nine months ended March 31, 2003.

The Company's existing line of credit expired on December 5, 2002, and the
outstanding balance owed is now due and payable. The lender has notified us as
to the expiration of the line of credit, although the lender has not demanded
payment of the outstanding balance. The exercise of the lender's rights with
respect to the line of credit could materially adversely affect our business. We
are working with this lender with regard to the payment of the outstanding
balance, and the proceeds from sales of the collateral securing this line of
credit are being paid to reduce the remaining outstanding loan balance. We will
need to renew our existing line of credit or pursue potential alternative banks
to provide working capital financing for future operations. There can be no
assurance that the alternative line of credit will be available to us on
reasonable terms or at all. Because our existing line of credit is secured by
virtually all of our assets, demand for repayment of the outstanding balance
could lead to liquidation of our assets, and/or could cause us to cease
operations or seek bankruptcy protection. In addition, any alternative debt
financing (if available and undertaken), like our existing financing, will
almost certainly involve restrictions limiting our operating flexibility.

Pending the procurement of a definitive financing arrangement, we have been
obtaining funds in comparatively small amounts on an "as needed" basis from
various sources of debt financing pursuant to non-binding, informal
arrangements. There can be no assurances that we will be able to continue to
obtain funds from these sources. Moreover, although we previously reached an
informal, interim-financing agreement with Digital Investors, LLC, further
negotiations on this financing arrangement are currently being postponed pending
developments on a more definitive financing arrangement with respect to an
institutional lender.

To attract and retain skilled consultants, the Board of Directors of the Company
adopted a consultant compensation plan pursuant to which the Company may issue
up to 5,000,000 shares of registered common stock pursuant to this plan. The
President of the Company has general authority to negotiate agreements with
consultants whereby shares are issued pursuant to this plan. As of March 31,
2003, 1,015,692 shares had been issued pursuant to this plan in payment of
approximately $254,000 in services rendered, leaving 3,984,308 shares for future
issuances. The purpose of the consultant compensation plan is to further the
interest of the Company, its subsidiaries and its stockholders by attracting and
retaining consultants to provide services to the Company who might not otherwise
provide such services in view of the Company's limited available cash.

Management believes that funds generated from operations will not be sufficient
to launch the company's new videophone products and is therefore actively
seeking additional equity capital, debt financing or some type of joint
arrangement with a company that could provide financing for the marketing launch
during the next twelve months. There can be no assurance that such financing
will be available to the Company on reasonable terms or at all.

Because the credit facility is secured by virtually all of the assets of the
Company, demand for such repayment could lead to liquidation of the Company's
assets, and/or could cause the Company to cease operations or seek bankruptcy
protection. The Company has negotiated a tentative agreement with an investor to
either purchase the company's obligation from the senior lender or to provide
additional collateral to the existing lender. The Company has received a
proposal from the lender and is currently preparing a response.



<PAGE>


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of net revenues and
expenses during the reporting period. We regularly evaluate our estimates and
assumptions related to net revenues, allowance for doubtful accounts, sales
return and allowances, inventory reserves, goodwill and purchased intangible
asset valuations, warranty reserves, restructuring cost, litigation and other
contingencies. We base our estimates and assumptions on historical experience
and on various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. To the extent there are material differences between our
estimates and the actual results, our future results of operations will be
affected.

Revenue Recognition
We believe the following critical accounting policies required us to make
significant judgments and estimates in the preparation of our consolidated
financial statements:

We do not recognize revenue until all of the following criteria are met:
persuasive evidence of an arrangement exists; delivery has occurred or services
have been rendered; our price to buyer is fixed or determinable; and
collectibility is reasonably assured.

When product sales revenue is recognized, we establish and estimated allowance
for future product returns based on historical returns experience; when price
reductions are approved, we establish an estimated liability for price
protection payable on inventories owned by product resellers. Should actual
product returns or pricing adjustments exceed our estimates, additional
reductions to revenue would result. Revenue from the licensing of patents is
recognized at the time of a patent agreement is executed and the goods, services
and/or cash are received. Revenue from post-contact customer support and any
other future deliverables is deferred and recognized over the support period or
as contact elements are delivered. Our product typically carries a ninety-day to
five-year warranty. Although we engage in extensive product quality programs and
processes, our warranty obligation is affected by product failure rates, use of
materials or service delivery cost that differ from our estimates. As a result,
additional warranty reserves could be required, which could reduce gross
margins.

Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. Our allowance for
doubtful accounts is based on our assessment of the collectibility of specific
customer accounts, the aging of accounts receivable, our history of bad debts
and the general condition of the industry. If a major customer's credit
worthiness deteriorates, or our customers' actual defaults exceed our historical
experience, our estimates could change and impact our reported results.

Inventory Valuation
Our policy is to value inventories at the lower of cost market on a part-by-part
basis. This policy requires us to make estimates regarding the market value of
our inventories, including an assessment of excess and obsolete inventories. We
determine excess and obsolete based on an estimate of the future sales demand
for our product within a specified time horizon, generally 24 months. The
estimates we use for demand are also used for near-term capacity planning and
inventory purchasing is consistent with our revenue forecast.

If our sales forecast is less than the inventory we have on hand at the end of
an accounting period, we may be required to take excess and obsolete inventory
charges, which will decrease gross margin and net operating results for that
period.

Item 3.           CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this quarterly report, the Company's Chief
Executive Officer and its Chief Financial officer evaluated the Company's
disclosure controls and procedures as required pursuant to Rule 13a-14 under the
Securities and Exchange Act of 1934, as amended. Based on this evaluation, the
Chief Executive Officer and its Chief Financial Officer determined that such
controls and procedures were effective. There were no significant changes in
internal controls that could significantly affect the disclosure controls and
procedures since the date of the evaluation.



<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.                      LEGAL PROCEEDINGS



                             On April 11, 2003, The Company was notified by the
                             fourth Judicial District Court of Minnesota that a
                             judgment was entered in favor of Simplex Time
                             Recorder, Co for $69,626. These monies were due for
                             the remaining lease term of the former location of
                             the Corporate headquarters in Minneapolis, MN. The
                             judgment amount is reflected in our accounts
                             payable.

                             We are routinely a party to ordinary litigation
                             incidental to our business, as well as to other
                             litigation of a nonmaterial nature, the outcome of
                             which we do not expect, individually or in the
                             aggregate, to have a material adverse effect on our
                             financial condition or results of operations.

Item 2.                      CHANGES IN SECURITIES

                             During March 2003, the Company entered into
                             agreements with two accredited investors whereby
                             these investors would purchase from the Company an
                             aggregate of 1,040,000 shares of common stock at a
                             per-share purchase price of $.25 for an aggregate
                             offering amount of $260,000. Each of these
                             investors also received a warrant to purchase one
                             share of common stock of the Company at a per-share
                             exercise price of $.25 for each share of common
                             stock purchased in this offering. The issuances of
                             the common stock and the warrants are claimed to be
                             exempt, and the issuance of the common stock
                             underlying the warrants will be claimed to be
                             exempt, pursuant to Sections 4(2) and 4(6) of, and
                             Regulation D under, the Securities Act of 1933, as
                             amended (the "Act").


Item 3.                      DEFAULTS UPON SENIOR SECURITIES
                             The credit facility provided by our lender, which
                             is secured by virtually all of the assets of the
                             Company, matured on December 5, 2002. As of March
                             31, 2003 the outstanding balance is $484,032 . The
                             Company has continued to work with its lender in
                             facilitating the repayment of its obligations. At
                             this time there is not an agreement with our lender
                             to extend or to restructure their credit facility
                             and the Lender could demand repayment at any time.
                             The Company does not have the funds to repay this
                             indebtedness. Because the credit facility is
                             secured by virtually all of the assets of the
                             Company, demand for such repayment could lead to
                             liquidation of the Company's assets, and/or could
                             cause the Company to cease operations or seek
                             bankruptcy protection. The Company has negotiated a
                             tentative agreement with an investor to either
                             purchase the Company's obligation from the senior
                             lender or to provide additional collateral to the
                             existing lender. The company has received a
                             proposal from the lender and is currently preparing
                             a response.


Item 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                             None

Item 5.                      OTHER INFORMATION

                             None

Item 6.                      EXHIBITS AND REPORTS ON FORM 8-K

                             (a) Reports on Form 8-K

                                      None








<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.


                                  VISEON, Inc.

Dated:   May 15, 2003             By:   /s/ John C Harris
                                        -----------------
                                        John C. Harris
                                        It's President & Chief Executive Officer


                                  By:  /s/ John C Harris
                                       John C. Harris
                                       It's Chief Financial Officer


<PAGE>



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                         SARBANES-OXLEY ACT SECTION 302

I, John Harris, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Viseon, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:   May 15, 2003                        /s/ John Harris
                                            John Harris
                                            Chief Executive Officer


<PAGE>


                                       25
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                         SARBANES-OXLEY ACT SECTION 302

I, John Harris, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Viseon, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 15, 2003                         /s/ John Harris
                                            ---------------
                                            John Harris
                                            Chief Financial Officer


<PAGE>


                                  VISEON, INC.
                                EXHIBIT INDEX TO
                FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2003

Item No.          Title of Document                       Method of Filing
--------   ---------------------------------              ----------------
99.1+      Chief Executive Officer Certification   Filed herewith electronically
99.2+      Chief Financial Officer Certification   Filed herewith electronically



----------------------------
+ Filed herewith.
* Denotes an exhibit that covers management contracts or compensatory plans or
arrangements.

The exhibits referred to in this Exhibit Index will be supplied to a shareholder
at a charge of $.25 per page upon written request directed to Secretary, Viseon,
Inc. at the executive offices of the Company.