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



(Mark One)

XXX          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934 FOR THE
---
             QUARTERLY PERIOD ENDED DECEMBER 31, 2002.

____         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 15,394,292 shares of Common Stock, $ 0.01 par value per share,
outstanding as of February 11, 2003.

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


<PAGE>


<Table>
                                  Viseon, Inc.

                                      INDEX



                                                                        Page


PART I.  FINANCIAL INFORMATION
<S>             <C>
         Item 1.  Financial Statements

                  Consolidated Balance Sheets - December 31, 2002
                    (unaudited) And June 30, 2002 ......................    3

                  Consolidated Statements of Operations (unaudited) -
                    Three and Six Months ended December 31, 2002 and 2001. .4

                  Consolidated Statements of Cash Flows (unaudited) -
                    Three and Six Months ended December 31, 2002 and 2001. .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

Signatures ................................................................22

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

</table>
<table>

                           VISEON, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
                       December 31, 2002 and June 30, 2002

                                                     December 31,
                                                        2002           June 30,
               Assets                                 (Unaudited)       2002

<S>                                                     <C>              <C>
Current assets:
   Cash                                                   $ 2,663     $       -
   Accounts receivable, net of allowance for doubtful
      accounts of $233,000 and $144,000 respectively      264,193     1,314,131
   Inventories                                             79,951     1,087,661
   Prepaid expenses                                        35,138        39,984
                                                        ---------     ---------
                       Total current assets               381,945     2,241,776

Net property and equipment                                591,406       720,431

Intangible assets, net                                    144,798       204,529
                                                          -------       -------

                       Total assets                    $1,118,149    $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                                          616,876     1,269,339
   Subordinated notes payable, net of original issue
        discount                                          216,000             -
   Current portion of capital lease obligations                 -         4,017
   Accounts payable                                     1,504,586     1,479,767
   Accrued expenses                                       184,503       204,745
   Deferred revenue                                             -       298,708
                                                        ---------    -----------
                  Total current liabilities             2,517,965     3,308,495

Stockholders' equity (deficit):
   Preferred stock ($.01 par value per share.
        5,000,0000 shares authorized, no shares
        issued and outstanding)                                 -            -
   Common stock ($.01 par value per share,
        50,000,000 shares authorized, 14,849,898
        and 14,172,066 issued and outstanding)            144,499       141,720
   Additional paid-in capital                          22,277,115    21,713,645
   Accumulated deficit                                (23,825,430)  (21,797,124)
                                                      ------------  ------------
             Total stockholders' equity (deficit)      (1,399,816)       58,241
                                                      ------------  ------------

             Total liabilities and stockholders'
                equity (deficit)                       $1,118,149    $3,366,736
                                                      ===========    ==========



See accompanying notes to consolidated financial statements.

</table>
<table>

                           VISEON, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
              Three and Six Months Ended December 31, 2002 and 2001

                                                 Three Months      Three Months
                                                     Ended             Ended
                                                 December 31,      December 31,
                                                     2002             2001
                                                 (Unaudited)      (Unaudited)

<C>                                                     <C>           <C>
Net sales                                   $       282,534         $ 2,643,472
Cost of goods sold                                  358,382           1,954,762
Reserve for inventories                             600,000                   -
                                                ------------     --------------
                     Gross profit                  (675,848)            668,710
Research and development                             20,017              64,604
Selling, general and administrative                 407,034           1,149,643
                                                ------------     --------------
                  Operating loss                 (1,102,899)          (525,537)
Other expense:
   Interest expense                                (152,882)           (42,828)
   Gain on sale of deferred revenue contracts       314,172                  -
   Other income (expense), net                        1,081                  -
                                                 -----------      -------------
   Other expense, net                               162,911            (42,428)
                                                 -----------      -------------
   Net loss                                  $     (939,988)    $     (567,965)
                                             ===============    ===============

    Net loss per common share - basic        $        (0.06)    $         (0.05)
    Net loss per common share - diluted      $        (0.06)    $         (0.05)
                                             ===============    ================
    Weighted average shares outstanding - basic  14,849,137          11,762,681
    Weighted average shares outstanding-diluted  14,849,137          11,762,681
                                             ==============        ============

</table>
<table>

                           VISEON, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
              Three and Six Months Ended December 31, 2002 and 2001

                                                 Six Months         Six Months
                                                   Ended               Ended
                                                 December 31,       December 31,
                                                    2002               2001
                                                (Unaudited)        (Unaudited)

<C>                                                     <C>             <C>
Net sales                                   $       915,060         $ 4,360,071
Cost of goods sold                                  927,811           2,964,340
Reserve for inventories                             600,000                   -
                                               -------------        -----------
                     Gross profit                  (612,751)          1,395,731
Research and development                             45,206             173,511
Selling, general and administrative              1, 444,070           1,822,043
                                               -------------          ---------
                  Operating loss                 (2,102,027)           (599,823)
Other expense:
   Interest expense                                (238,902)            (92,400)
   Gain on sale of deferred revenue cont            314,172                   -
   Other income (expense), net                        2,089                   -
                                               -------------          ---------
     Other expense, net                              73,721             (92,400)
                                               -------------          ---------

     Net loss                               $    (2,028,306)     $     (692,223)
                                            ================      ==============
     Net loss per common share - basic      $         (0.14)     $        (0.06)
     Net loss per common share - diluted    $         (0.14)     $        (0.06)
                                            ================     ===============
     Weighted average shares outstanding
                - basic                          14,581,520          11,715,831
     Weighted average shares outstanding
                - diluted                        14,581,520          11,715,831
                                             ==============       =============
See accompanying notes to consolidated financial statements

</table>
<table>

                           VISEON, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                   Six Months Ended December 31, 2002 and 2001

                                                   Six Months        Six Months
                                                      Ended             Ended
                                                    December 31,    December 31,
                                                        2002             2001
                                                     (Unaudited)     (Unaudited)

                                                     <C>             <C>
Cash flows from operating activities:
   Net loss                                       $  (2,028,306)  $    (692,223)
   Adjustments to reconcile net loss to net cash
          Provided by (used in) operating activities:
                Depreciation                            194,039         159,352
                Amortization of original issue discount 176,558               -
                Compensation related to stock options   (89,940)        157,541
                Compensation related to issuance of stock     -          86,400
                Warrants issued for services            269,677          31,339
                Gain on sale of deferred revenue
                        contracts                      (314,712)              -
                Reserve for inventories                 600,000               -
          Changes in operating assets and liabilities:
                Accounts receivable, net              1,049,938      (1,529,226)
               Inventories                              407,710      (1,224,496)
                Prepaid expenses                          4,846         (48,323)
                Cash issued in excess of cash in bank   (51,919)              -
                Accounts payable                         24,819       1,182,389
                Accrued expenses                        (20,242)        344,744
                Deferred revenue                         16,003         (70,615)
                                                   ------------     ------------
   Net cash provided (used in) operating activities     234,471      (1,601,118)
                                                   ------------    -------------               -

Cash flows from investing activities:
     Purchases of software, property and equipment       (5,283)              -
     Proceeds from sale of furniture and equipment            -          35,473
     Proceeds from sale of deferred revenue contracts         1               -
                                                   -------------     ----------
 Net cash provided by (used in) investing activities     (5,282)         35,473

Cash flows from financing activities:
     Net borrowing (repayments) on revolving credit
                facility                               (682,021)        820,204
     Payments of capital lease obligations               (4,017)        (29,819)
      Proceeds from subordinated notes payable           66,000               -
      Proceeds from issuance of common stock            350,000          15,286
      Proceeds from note payable - stockholder                -         800,000
      Proceeds from exercise of common stock options     40,512               -
                                                  -------------      -----------
 Net cash provided by (used in) financing activities   (230,526)      1,606,211
                                                  -------------      -----------
            Net change in cash                            2,663          40,566
                                                  --------------     -----------
Cash at beginning of period                       $           -    $     81,115
                                                  --------------    ------------
Cash at end of period                             $       2,663    $    121,681
                                                  ==============   =============
Supplemental cash flow information:
   Cash paid for interest, net of original
                issue discount                    $      88,902    $     99,318
                                                  =============    =============
Non-financing activities:
   Warrants issued in connection with
                revolving credit facility         $           -    $     53,120
                                                  =============    =============
              See accompanying notes to consolidated financial statements


</table>

                                  VISEON, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

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 has 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 third of which was issued in May of 2002. In January 2003, the Company
decided to exit its corporate video conferencing systems business. This has been
partially accomplished by the sale of its services contract portfolio. The
Company will begin the process of liquidating the assets associated with the
corporate video conferencing business. The only substantial revenues the Company
will be receiving result from the liquidation of these assets, and most of the
proceeds from this liquidation will be paid to the Company's primary lender.
During the multi-year development efforts for its videoconferencing systems
business, the Company developed certain intellectual property, some of which is
protected by patents.

In the future, the Company intends to focus on 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 the exclusive
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 new 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 Viseon, Inc.

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 months ended December 31, 2002 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 December 31, 2002 and June 30, 2002, the Company
had $504,810 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 six months ended December 31, 2002 and 2001. Together
with a working capital deficit at December 31, 2002, 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 pursing its business
plan. Completion and testing of the Company's products and services is expected
to be completed within six to nine 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 Appian service platform components
that are expected to cost approximately $200,000. The Company anticipates
increasing its number of employees from 3 to 10 and plans to augment these
internal resources by outsourcing as many functions to third parties as
possible.


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 $67,124 and $45,726 at
December 31, 2002 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. The Company adopted SAB No. 101 during
the year ended June 30, 2001 and the effect of adopting was not material to the
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 $600,000 writedown related to inventory
for the three months ended December 31, 2002.
Basic net 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 six months ended December 31, 2002 and 2001
were anti-dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial  Institutions." SFAS No. 147 is effective October 1, 2002.  The
adoption of SFAS No. 147 did not have a material  effect on the  Company's
consolidated  financial  position or results of operations.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure." SFAS No. 148 is an amendment to SFAS
No. 123 providing alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee compensation
and also provides additional disclosures about the method of accounting for
stock-based employee compensation. Amendments are effective for financial
statements for fiscal years ending after December 15, 2002 and for the interim
periods beginning after December 15, 2002. The Company has currently chosen to
not adopt the voluntary change to the fair value based method of accounting for
stock-based employee compensation, pursuant to SFAS No. 148, which, if adopted,
could have a material effect on the Company's consolidated financial position
and results of operations.

In February 2003, the FASB issued SFAS No. 149, "Accounting for Certain
Financial Instruments with Characteristics of Liabilities and Equity," which is
effective at the beginning of the first interim period beginning after March 15,
2003. SFAS No. 149 establishes standards for the Company's classification of
liabilities in the financial statements that have characteristics of both
liabilities and equity. The Company believes the adoption of SFAS No. 149 will
not have a material effect on the Company's consolidated financial position or
results of operations.


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 December 31, 2002.
Outstanding borrowings were $612,876 and $1,269,339 at December 31, 2002 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
owned under the line is now due and payable. The lender providing the line of
credit has notified us 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 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 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, 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
that include a conversion option to common stock at $.30 per share. 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 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-Scoles 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 $150,000 for the three and six months ended December 31, 2002.
The notes may be converted based on the terms of the agreement. Outstanding
borrowings were $300,000 at December 31, 2002 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.

5. RELATED PARTY TRANSACTIONS:
              RSI Marketing, LLC
              In February 2001, in connection with a marketing agreement with
              RSI Marketing, LLC (RSIM) to market its products and services, the
              Company issued the rights to purchase warrants for 1,000,000
              shares of its common stock at an exercise price of $0.45. These
              warrants were valued at $206,300 using the Black-Scholes pricing
              model. Pursuant to the agreement, sales targets for the periods
              ending December 31, 2002 and December 31, 2001 were met and
              1,000,000 of the warrants are non-cancelable. The warrants expire
              in February 2006.

              The Company is obligated to pay commissions based on the terms
              outlined on the agreement. Commission expense paid to RSIM for the
              three months ending December 31, 2002 and 2001 were $98,437 and
              $111,754 respectively. Commission expense paid to RSIM for the six
              months ending December 31, 2002 and 2001 were $97,188 and $256,495
              respectively.



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 December 31, 2002,
              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 first and second quarter of 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 December 31, 2002 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 second quarter of fiscal year 2003.
         As of December 31, 2002, 262,500 warrants vested and were valued at
         $54,152 using The Black-Scholes pricing method.  The warrants expire in
         February 2006.


7.                Stockholders' 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 December 31, 2002 94,500 common stock options had been exercised
         for $40,512.

<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 has 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 third of which was issued in May of 2002. In December 2002, the Company
decided to exit its corporate video conferencing systems business. This has been
partially accomplished by the sale of its services contract portfolio. The
Company is now in the process of liquidating the assets associated with the
corporate video conferencing business. The only substantial revenues the Company
is now receiving result from the liquidation of these assets, and most of the
proceeds from this liquidation are being paid to the Company's primary lender.
During the multi-year development efforts for its videoconferencing systems
business, the Company developed certain intellectual property, some of which is
protected by patents.

In the future, the Company intends to focus on 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 the exclusive
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 new 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 December 31, 2002 Compared to Three Months Ended December 31,
2001.

Net Sales. Net sales for the second quarter of fiscal year 2003 were $282,534
down 89% from $2,643,472, in the second quarter of fiscal year 2002. The
decrease in sales in the second 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 (Loss). Gross loss was $(675,848) in the second quarter of fiscal
year 2003 compared to a gross profit of $688,710 during the second quarter of
fiscal year 2002. Cost of goods sold as a percentage of net sales in the second
quarter of fiscal year 2003 were 127% compared to 74% in the second quarter of
fiscal year 2002. The higher cost of goods sold as a percent of net sales during
the second quarter of fiscal year 2003 was due to change in the corporate
videoconference market and a significant amount of inventory was sold at below
cost in order to reduce requirements for office and warehouse space due to the
company's change in business direction. The Company recorded a $600,000
writedown related to inventory for the three months ended December 31, 2002.

During the second 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
$20,017 for the second quarter of fiscal year 2003, or 7% of net sales, compared
to research and development expenses of $64,604 or 2% of net sales for the
second quarter of fiscal year 2002. Actual expenses decreased approximately
$44,587 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 $407,034 or 144% of net sales for the second
quarter of fiscal year 2003 compared to $1,149,643 or 43% of net sales for the
second quarter of fiscal year 2002. The percentage increase was a result of
decreased sales during the second quarter of fiscal year 2003. The $742,609
decrease in expenses was due to the reduction of overhead associated with
exiting the corporate videoconferencing business.

Other Income (Expense). Other income (expense) was $162,911 in the second
quarter of fiscal year 2003, compared to $(42,428) in the second quarter of
fiscal year 2002. The increase in income was primarily due to a one-time
adjustment of $314,712 reducing our deferred income related to the selling of
our extended warranty obligation to a third-party.

As a result of the foregoing, net loss for the second quarter of fiscal year
2003 was $(939,988), or ($.06) per common share compared to a net loss of
$(567,965) or $(.05) per common share in the second quarter of fiscal year 2002.

Six Months Ended December 31, 2002 Compared to Six Months Ended December 31,
2001

Net Sales. Net sales for the six-month period ended December 31, 2002 were
$915,060, down 79% from $4,360,071 for the six-month period ended December 31,
2001. The decrease in sales during the six-month period ended December 31, 2002
was a result of changes in the corporate videoconferencing business.

Gross Profit (Loss). Gross loss was $(612,751) for the six-month period ended
December 31, 2002, compared to a gross profit of $1,395,731 during the six-month
period ended December 31, 2001. Cost of goods sold as a percentage of net sales
for the six-month period ended December 31, 2002 was (69%) compared to 68%
during the six-month period ended December 31, 2001. The decrease in gross
profit and the increase in cost of goods sold was a result of the change in the
corporate videoconferencing business. 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 Company recorded a $600,000 writedown
related to inventory for the six months ended December 31, 2002.

Research and Development Expenses. Research and development expenses were
$45,206, or 5% of sales for the six-month period ended December 31, 2002,
compared to research and development expenses of $173,511, or 4% of sales for
the six-month period ended December 31, 2001. Actual expenses decreased
approximately $128,305 during the six-month period ended December 31, 2002 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 $1,444,070 for the six-month period ended December
31, 2002 or 158% of sales, compared to $1,822,043 or 42% of sales for the
six-month period ended December 31, 2001. The lower level of spending on
selling, general and administrative expenses during the six-month period ended
December 31, 2002 was primarily a result of decreased sales and administrative
expenses associated with lower sales activity.

LIQUIDITY, CAPITAL RESOURCES AND MATERIAL CHANGES IN FINANCIAL CONDITION


Net cash provided by (used in) operating activities in the six-month period was
$238,471 in the second quarter of fiscal year 2003, compared to $ (1,601,118) in
the second quarter of fiscal year 2002. The increase was primarily due to
continued decreasing sales due to the changes in the videoconferencing business
and corresponding reduction of operating expenses.


Accounts receivable declined $1,049,938 during second quarter of fiscal year
2003 as a result of decreased sales during the quarter compared to the second
quarter of fiscal year 2002. The principal reason for decline in revenues is due
to the changes in the corporate videoconferencing segment and continuing
preparations for the launch of its new personal videophone product.

Inventory also decreased during the second quarter of fiscal year 2003 as a
result of the Company's strategy to exit the corporate videoconference 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 $600,000
writedown related to inventory for the three months ended December 31, 2002. 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
recently 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 February
14, 2003, 531,667 shares had been issued pursuant to this plan in payment of
approximately $186,083 in services rendered, leaving 4,468,333 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. 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 expects a response
from the lender on these proposals imminently.


<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.


<page>
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 August 14, 2002 the Company's subsidiary, RSI
                             Systems Ltd, received notice that the Bournemouth
                             County court rendered a judgment in the approximate
                             amount of $85,903 for a claim brought about by a
                             vendor in the United Kingdom for a past due
                             invoice, interest and related legal fees. The
                             Company is in the process of negotiating a
                             settlement with the plaintiff.

                             The Company has initiated suits against other
                             manufacturers of videoconferencing systems in order
                             to protect its intellectual property rights. The
                             following suits are all currently in progress:

                             (1) On May 14, 2001, the Company initiated a suit
                             in the United States District Court for the
                             District of Minnesota, Hennepin County, Minnesota
                             against Tandberg, Inc., Tandberg ASA, and NV
                             Holdings, Inc. for reasonable royalties and lost
                             profits associated with alleged infringement of the
                             Company's U.S. patents 6,073,192 and 5,802,281. In
                             conjunction with the issuance of our third patent,
                             in January 2003, the Company withdrew its suit
                             against Tandberg, Inc. and NV Holdings, Inc.

                             (2) On June 22, 2001, the Company initiated a suit
                             in the United States District Court for the
                             District of Minnesota, Hennepin County, Minnesota
                             against VTEL Corporation (now known as Forgent,
                             Inc.) for reasonable royalties and lost profits
                             associated with alleged infringement of the
                             Company's U.S. patents 6,073,192 and 5,802,281. The
                             United States District Court ruled in favor of VTEL
                             on its motion for summary judgment and Forgent and
                             the Company have entered pleadings regarding
                             dismissal of this litigation. The United States
                             District Court has yet to render a decision on
                             these pleadings.


Item 2.                      CHANGES IN SECURITIES

                             NONE

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
                             February 11, 2003 the outstanding balance is
                             approximately $571,000.
                             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 expects a response
                             from the lender on these proposals imminently.


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:   February 14, 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:   February 14, 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:  February 14, 2003                    /s/ John Harris
                                            ---------------
                                                     John Harris
                             Chief Financial Officer

<page>
<TABLE>
                                  VISEON, INC.
                                EXHIBIT INDEX TO
               FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2002

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

</TABLE>

----------------------------
+ Filed herewith.

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.