SecProbe.io

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						October 17, 2005

Room 4561

Mr. John C. Harris
President and CEO
Viseon, Inc.
8445 Freeport Parkway, Suite 245
Irving, TX 75063

	Re:	Viseon, Inc.
		Registration Statement on Form S-3
		Filed September 30, 2005
		File No. 333-128756

Dear Mr. Harris:

	We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement on Form S-3

General

1. Please explain why you believe you are eligible to register the
shares being offered on Form S-3.  In this regard, we note that
General Instruction B.3 of Form S-3 requires that shares being
offered for resale be part of a class of securities that are
listed
and registered on a national securities exchange or are quoted on
the
automated quotation system of a national securities association.
We
further note that Interp. H.54 of the July 1997 CF Manual of
Publicly
Available Telephone Interpretations indicates that the OTCBB is
not
an "automated quotation system" for purposes of Instruction B.3.
Please advise or revise accordingly.

Selling Shareholders, page 12

2. All material transactions between the company and the selling
shareholders should be disclosed in this section, including the
material terms of the transactions by which the selling
shareholders
received the shares being offered for resale.  See Item 507 of
Regulation S-K.  While we note that you have provided certain
information with respect to the shares underlying Series B
Preferred
Stock and Warrants, you should revise to provide more information
regarding the date, nature and value of the transactions in which
the
selling shareholders received the shares being registered.  For
example, while the front cover page of your prospectus indicates
that
you are registering shares that may be issued as dividends on the
preferred stock, the disclosure in your footnotes does not
indicate
the number of shares that are currently issuable under the
preferred
stock and warrants vs. the number of shares issuable as dividends.
Additionally, your disclosure does not provide all material terms
of
the preferred stock, including the rate at which dividends will
accrue.  Finally, it does not appear that you have provided the
material terms of the transactions other than the August 2005
private
placement.  For example, you should include a description of the
transaction in which shares were issued to your creditor and
descriptions of the transactions in which your other outstanding
warrants were issued.

3. Please disclose the individual or individuals who exercise the
voting and dispositive powers with respect to the shares to be
offered for resale by all selling shareholders who are non-
reporting
legal entities.  See Interpretation I.60 of the July 1997 manual
of
publicly available CF telephone interpretations, as well as
interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the CF telephone interpretation manual.  In this
regard, we note that disclosure indicating that a particular
individual beneficially owns the shares being registered is not
adequate.  Rather, you should specifically indicate who exercises
voting and dispositive power with respect to the shares being
offered
for resale.

4. It does not appear that any selling shareholders are registered
broker-dealers.  Please confirm.  Additionally, if any selling
shareholders are affiliates of broker-dealers, please disclose,
and
tell us whether the selling shareholders received their shares in
the
ordinary course of business and whether, at the time of
acquisition,
they had any understandings or arrangements with any other person,
either directly or indirectly, to distribute the shares.

Legal Opinion

5. We note that the legal opinion indicates that Viseon is a
Delaware
corporation, while the registration statement and description of
the
company indicates that Viseon is a Nevada corporation.
Accordingly,
please revise the legal opinion to reflect the correct state of
incorporation or advise.

Exhibits

6. Please ensure that you file with your next amendment or
incorporate by reference all agreements between the company and
the
selling shareholders.  For example, we note your reference to the
issuance of shares in consideration for the final settlement of a
disputed debt but you do not appear to have filed any of the
agreements regarding such settlement.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
of
the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions regarding these comments, you may
contact Sara Kalin at (202) 551-3454.  If you need further
assistance, you may contact me at (202) 551-3730.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Via Facsimile (214) 922-4142
	Mr. Lance M. Hardenburg, Esq.
	Hallett & Perrin, P.C.
	Telephone: (214) 953-0053

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Mr. John Harris
Viseon, Inc.
October 17, 2005
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