~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported) September 14, 2007~~1934

~~FOCUS ENHANCEMENTS, INC.~~______________

~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): June 16, 2008

Delaware	1-11860	04-3144936
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1370 Dell Avenue, Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

FOCUS ENHANCEMENTS, INC.

~~Registrant’s~~(Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as ~~code~~specified ~~(408)~~in ~~866-8300~~its charter)

DELAWARE	1-11860	04-3144936
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(Former~~1370 ~~name~~Dell ~~or former~~Ave., ~~address~~Campbell, ifCA ~~changed since last report.)~~95008

~~Check the appropriate box below if the Form 8-K filing~~(Address ~~is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant under~~executive ~~any of the following provisions~~ offices) (~~see General Instruction A.2. below~~Zip Code):

oRegistrant's ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule~~code: ~~425 under the Securities Act~~ (~~17 CFR 230.425~~408) 866-8300

oCheck the ~~Soliciting~~appropriate ~~material~~box ~~pursuant~~below toif ~~Rule~~the ~~14a~~Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the registrant under any of the following ~~240.14a-12)~~provisions:

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~ Securities Act (17 CFR ~~240~~ 230.~~14d-2(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Section~~ o Pre-commencement 1communications –pursuant ~~Registrant’s~~to ~~Business~~Rule ~~and~~14d-2(b) ~~Operations~~under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~ o Pre-commencement ~~1.01~~communications pursuant ~~Entry~~to ~~into~~Rule a13e-4(c) ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~September 14, 2007, Focus Enhancements Inc~~3. (the “Company”) entered into a transaction with certain investors pursuant to a securities purchase agreement (“Purchase Agreement”) between the Company and the investor signatories thereto that relate to the issuance and sale by the Company of 2,272,728 shares of common stock of the Company, par value $0.01~~, (“Common~~. ~~Stock”)~~Notice ~~at a purchase price~~ of ~~$0.88~~Delisting ~~per~~or ~~share,~~Failure ~~and warrants (“Warrants,” and with the Common Stock “Securities”)~~ to ~~purchase~~Satisfy ~~568,182~~a ~~shares of~~Continued ~~Common~~Listing ~~Stock~~Rule ator anStandard; ~~initial~~Transfer ~~exercise price~~ of ~~$1.05 per share.~~Listing

~~The~~On ~~Securities~~June 16, ~~were~~2008, ~~registered~~the ~~with~~Company ~~the~~received ~~Securities and~~a ~~Exchange~~letter ~~Commission~~from ~~(the~~The ~~“Commission”)~~Nasdaq inStock aMarket ~~shelf~~notifying the ~~registration~~Company ~~statement~~that ~~on Form~~it ~~S-3,~~fails ~~Registration~~to ~~Statement~~comply ~~No.~~with ~~333-139224,~~the ~~which~~market ~~was~~value ~~declared~~of ~~effective~~public listed ~~December~~securities ~~20,~~requirement ~~2006. The~~for ~~terms~~continued oflisting ~~the offering~~set ~~and~~forth ~~the~~in ~~Common~~Marketplace ~~Stock~~Rule 4310(c)(3)(B). ~~and~~Such ~~Warrants~~rule ~~are~~requires ~~described~~that in the Company’s ~~Prospectus~~ ~~dated~~market ~~December~~value ~~20,~~not ~~2006~~be ~~and~~below $35,000,000 ~~supplemented~~for byten aconsecutive ~~Prospectus~~trading ~~Supplement dated~~days. ~~September~~According 14to Nasdaq, ~~2007~~as ~~filed~~of ~~with~~June 13, 2008, the ~~Commission~~Company's onlisted ~~September~~securities ~~18,~~market ~~2007, pursuant~~value towas ~~Rule~~$30,214,960. ~~424(b)~~The Company ~~under~~has ~~the~~until ~~Securities~~July ~~Act~~16, ~~of 1933~~2008, asto ~~amended. The~~regain ~~form~~compliance ofwith ~~Purchase~~the ~~Agreement~~rule for ~~the~~a ~~offering~~minimum isof ~~attached~~ten ~~hereto~~consecutive asbusiness ~~Exhibit 10~~days.1 If tothe ~~this~~Company ~~report and~~ is ~~incorporated~~unable to ~~herein~~comply by ~~reference. A~~such ~~copy~~date, ofthe Nasdaq staff will notify the ~~form of~~Company ~~Warrant~~in iswriting ~~attached~~that the ~~hereto~~Company's assecurities ~~Exhibit~~will 4be de-listed.1 toThe ~~this~~Company ~~report~~may ~~and~~appeal isthe ~~incorporated~~Nasdaq ~~herein~~Staff’s bydetermination ~~reference~~at that time.

The June 16, 2008 letter also advised the Company ~~has~~that ~~recognized~~it ~~net~~had ~~proceeds~~failed ~~from~~to ~~the~~comply with ~~sale~~Marketplace Rule of4310(c)(3)(A) ~~the~~or ~~Common~~4310(c)(3)(C) ~~Stock~~which require minimum stockholders’ equity of $2,500,00 ~~after~~or ~~deducting~~net ~~estimated~~income ~~offering~~from ~~expenses~~continuing operations of $500,000 in the most recently completed fiscal year (ending December 31, 2007) ~~amount~~or in two of ~~$1.8~~the ~~million~~Company's three most recently completed fiscal years.

~~Crestline~~At ~~Consultancy Ltd. acted as a placement~~the ~~agent~~present intime, the ~~offering. As~~Company ~~compensation for~~intends ~~its~~to ~~services,~~pursue ~~Crestline~~all ~~Consultancy~~actions ~~Ltd.~~its ~~received~~Board ~~cash fee~~ of ~~$160,000. Attached as an exhibit to this report is a~~Directors ~~copy~~deems ofreasonably ~~the~~necessary ~~engagement letter entered into with Crestline Consultancy Ltd. with respect~~ to ~~the~~maintain ~~services~~its itNasdaq ~~provided~~listing, asincluding ~~placement agent~~an appeal.

~~Copies~~A ofcopy ~~the (1) form~~ of ~~Purchase Agreement, (2)~~ ~~form~~the ofpress ~~Warrant~~release ~~and~~announcing ~~(3)~~such ~~the~~notice ~~engagement~~is ~~letter,~~included ~~are attached~~ as ~~Exhibits~~Exhibit 1099.1, 4hereto.~~1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.~~

~~Section~~ Item 9 – .01. Financial Statements and Exhibits

~~Item~~(c) ~~9.01 Financial Statements and~~ Exhibits

~~(d) Exhibits~~99.1 Press release “Focus Enhancements Receives Nasdaq Non-Compliance Letter”

Exhibit Number		Exhibit Title or Description
4.1		Form of Warrant
5.1		Opinion of Manatt, Phelps & Phillips, LLP
10.1		Form of Securities Purchase Agreement between the Company and the investor signatories thereto
10.2		Engagement Letter, dated September 7, 2007, by and between the Company and Crestline Consultancy Ltd.

SIGNATURE

2Pursuant 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.

~~SIGNATURES~~FOCUS ENHANCEMENTS, INC.

~~Pursuant~~Date: June ~~to the requirements of the Securities Exchange Act of 1934~~20, ~~the Registrant has~~ ~~duly~~2008 By: /s/ ~~caused this report to be signed on its behalf by the undersigned hereunto~~Gary ~~duly authorized.~~Williams

	FOCUS ENHANCEMENTS, INC.
Date: September 18, 2007	By:	/s/ Gary L. Williams
	Gary L. Williams
	Vice President of Finance and Chief
	Financial Officer

Name: Gary Williams

3Title: Exec. VP of Finance and CFO

EXHIBIT INDEX

Exhibit Number		Exhibit Title or Description
4.1		Form of Warrant
5.1		Opinion of Manatt, Phelps & Phillips, LLP
10.1		Form of Securities Purchase Agreement between the Company and the investor signatories thereto
10.2		Engagement Letter, dated September 7, 2007, by and between the Company and Crestline Consultancy Ltd.

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