SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~Form 8-K~~Washington, D.C. 20549

~~CURRENT REPORT Pursuant to Section~~Form ~~13 or 15(d) of the~~8-K ~~Securities Exchange Act of 1934~~

~~Date~~CURRENT ~~of Report (Date of earliest event reported): August 17, 2005~~REPORT

~~VISEON,~~Pursuant ~~INC.~~to Section 13 or 15(d) of the

~~(Exact~~Securities ~~name~~Exchange Act of ~~registrant as specified in its Charter )~~1934

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

Date of Report (Date of earliest event reported): August 23, 2005

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

VISEON, INC.

~~Registrant’s~~(Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as ~~code:~~specified ~~(972~~in its Charter) ~~906-6300~~

N/A (Former address if changed since last report)


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

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

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see General Instruction A.2. below~~972): 906-6300

~~o Written communications pursuant to Rule 425 under the Securities Act~~ N/A (17Former ~~CFR~~address ~~230.425)~~if ochanged ~~Soliciting~~since ~~material~~last ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~report) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~Item 1.01.~~Check ~~Entry~~the ~~into~~appropriate abox ~~Material~~below ~~Definitive~~if ~~Agreement~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Ono ~~August 17,~~Written ~~2005,~~communications ~~the~~pursuant registrant, Viseon, Inc., a Nevada corporation, issued a press release reporting that it has entered into certain securities purchase agreements, between the registrant and certain accredited investors, in connection with a private placement of the registrant’s preferred stock and common stock warrants. The purchase agreements provide for the registrant to issue and sell 376 units of convertible preferred stock and common stock warrants for a purchase price equal to $25,000 per unit, representing an aggregate purchase price of $9,400,000. Each unit consists of one share of the registrant’s SeriesRule B425 ~~Convertible~~under ~~Preferred Stock, $0.01 par value, and one five year warrant exercisable for 25,000 shares of~~ the ~~registrant’s~~Securities ~~Common~~Act ~~Stock,~~(17 atCFR ~~an initial exercise price equal to $1~~230.~~15 per share. Each share of Series B Convertible Preferred~~425) Stock is convertible into twenty-five thousand shares of Common Stock. Each of the investors will be granted registration rights with respect to the Common Stock issuable upon the conversion of the preferred stock, the exercise of the warrants and payment of dividends on the preferred stock. The registrant expects to close the transaction and issue the preferred stock and warrant units on or about August 19, 2005.

~~Item~~o Soliciting material pursuant to Rule ~~9.01.~~14a-12 ~~Financial~~under ~~Statements~~the ~~and~~Exchange ~~Exhibits~~Act (17 CFR 240.14a-12)

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

4.1		Form of Securities Purchase Agreement dated August 17, 2005, by and among Viseon, Inc., and the Purchasers executing the signature pages thereto.
99.1		Press Release of Viseon, Inc. dated August 17, 2005

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

~~SIGNATURES~~ TABLE OF CONTENTS

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


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

	VISEON, INC.
Date: August 17, 2005	By:	/s/ JOHN C. HARRIS
		John C. Harris
		President and Chief Executive Officer

~~EXHIBIT~~Item 7.01 ~~INDEX~~Regulation FD Disclosure.

4.1		Form of Securities Purchase Agreement dated August 17, 2005, by and among Viseon, Inc., and the Purchasers executing the signature pages thereto.
99.1		Press Release of Viseon, Inc. dated August 17, 2005

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

Item 9.01. Financial Statements and Exhibits.

99.1

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

SIGNATURES

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


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

EXHIBIT INDEX


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

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