Viseon, Inc - On February 6, 2007, Viseon provided Virchow with a...

Viseon, Inc - Recent Material Event

Item 304(a)(1)(iv) of Regulation S-B.

On February 6, 2007, Viseon provided Virchow with a copy of the foregoing disclosures and requested that Virchow furnish Viseon with a letter addressed to the Securities and Exchange Commission stating whether it agrees with such disclosures. A copy of the letter Virchow furnished in response to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Viseon is obligated to pay dividends on its outstanding shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock on a quarterly basis, which may be paid in shares of Viseon common stock at the option of Viseon. Currently, the amount of dividends payable on the outstanding shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock is $235,000 per year and $940,000 per year, respectively.

On February 1, 2007, quarterly dividends for the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock, in the amount of $58,750 and $235,000, respectively, were due and payable by Viseon to the holders of those outstanding shares. However, Viseon has determined that it does not have sufficient funds at this time to pay the dividends in cash, nor a sufficient number of authorized shares of its common stock to pay those dividends by the issuance of shares. As a result, Viseon does not intend to make the required February 1 dividend payments for its outstanding shares of preferred stock. Viseon does not anticipate having sufficient funds available to make the February 1 dividend payment, or any upcoming dividend payments, in cash at any time in the foreseeable future. Additionally, Viseon and its board of directors have not requested that the Viseon shareholders approve the authorization of additional shares, and until additional shares of Viseon’s common stock are authorized for issuance, Viseon will not be able to pay any future preferred stock dividends through the issuance of its shares of common stock. Therefore, Viseon does not anticipate making any dividend payments, whether in cash or in shares of Viseon common stock, in the foreseeable future.

If Viseon fails to make two dividend payments to the holders of the outstanding shares Series A Convertible Preferred Stock, then those shareholders will have the right to elect their own director to serve on the board of directors of Viseon pursuant to the certificate of designation for the Series A Convertible Preferred Stock. The holders of Series B Convertible Preferred Stock do not have similar rights.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

16.1		Letter from Virchow, Krause & Company, LLC to the Securities and Exchange Commission, dated February 7, 2007.

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.