UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of

ofThe ~~the~~ Securities Exchange Act of 1934

~~______________~~Date of Report (Date of earliest event reported) June 30, 2008

~~Date~~FOCUS ~~of Report~~ENHANCEMENTS, INC. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): June~~specified ~~16,~~in ~~2008~~its charter)

FOCUS ENHANCEMENTS, INC.

Delaware	1-11860	04-3144936


(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

1370 Dell Avenue, Campbell, CA	95008
_______________________________________________________________________	______________________________
(Address of principal executive offices)	(Zip Code)

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

Registrant’s telephone number, including area code (408) 866-8300

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

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

~~Registrant's~~[ ] ~~telephone~~Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code:~~Rule 425 under the Securities Act (~~408)~~17 ~~866-8300~~CFR 230.425)

~~Check~~[ ~~the~~] ~~appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the registrant under any of the following~~CFR ~~provisions:~~240.14a-12)

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

o[ ] ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~o Pre-commencement~~Item ~~communications~~2.03 ~~pursuant~~Creation toof ~~Rule~~a ~~14d-2(b)~~Direct ~~under~~Financial ~~the~~Obligation ~~Exchange~~or ~~Act (17~~an ~~CFR~~Obligation ~~240.14d~~under an Off-~~2(b))~~Balance Sheet Arrangement of a Registrant

~~o Pre~~As previously disclosed in Item 1.01 of Form 8-~~commencement~~K ~~communications~~filed on February 15, 2008, which ~~pursuant~~disclosure tois ~~Rule~~incorporated ~~13e-4~~herein by reference, Focus Enhancements, Inc. (cthe “Company”) ~~under~~entered ~~the~~into ~~Exchange~~an ~~Act~~Amended and Restated Senior Secured Note Purchase Agreement (17the ~~CFR~~“Amended Agreement”). The Amended Agreement increased the amount ~~240~~outstanding under secured notes by $9.~~13e-4~~3 million to a total of $20.8 million (c“Notes”)). The Notes mature on January 1, 2011 and initially bear interest at a 12% annual rate, increasing to 15% on October 1, 2008, with payment dates on June 30 and December 30 of each year the Notes remain outstanding. The Amended Agreement provides that the Company may, at its sole option, elect to pay interest due on June 30, 2008 and December 30, 2008 in cash or by issuing additional Notes and warrants for the full amount of such interest payment, and the holders of such Notes previously agreed under the Amended Agreement to be contractually bound to accept such additional Notes in lieu of a cash interest payment.

~~Item~~On June 330, 2008, the Company issued an additional $1,098,371 in Notes and 1,372,963 warrants (“Warrants”) to purchase the Company’s common stock in lieu of a cash interest payment due on June 30, 2008 to fulfill its contractual commitment under the Amended Agreement.01 The Warrants are exercisable at the option of the holder at any time at the initial exercise price of $0.80 ~~Notice~~per Warrant share for one share of ~~Delisting~~Company’s orcommon ~~Failure~~stock subject to ~~Satisfy~~standard adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions. Additionally, with some exceptions, if the Company subsequently issues equity in a ~~Continued~~transaction, ~~Listing~~the ~~Rule~~primary orpurpose of ~~Standard;~~which ~~Transfer~~is raising capital, and the equity is issued on a common stock equivalent per share basis at less than $0.80/share, then the Warrant exercise price shall be adjusted to the greater of ~~Listing~~(i) the same price at which such equity was issued or (ii) $0.35 per share.

~~On June~~The ~~16,~~Warrants ~~2008,~~are ~~the~~redeemable ~~Company~~as ~~received~~follows. aBeginning ~~letter~~January 1, ~~from~~2009, ~~The~~if ~~Nasdaq Stock Market notifying~~ the average ~~Company~~closing ~~that~~price ~~it fails to comply with the market value~~ of ~~public listed securities requirement for continued listing set forth in Marketplace Rule 4310(c)(3)(B). Such rule requires that~~ the Company’s ~~market~~common ~~value~~stock ~~not~~is beabove ~~below~~ $~~35,000,000~~1.30 for ~~ten~~30 calendar ~~consecutive trading~~ days~~. According to Nasdaq~~, asthe ofCompany ~~June 13,~~may ~~2008,~~repurchase the ~~Company's~~Warrants ~~listed~~for ~~securities~~one ~~market~~cent ~~value was~~ ($~~30,214,960~~0.01) ~~The~~in ~~Company~~tranches ~~has~~of ~~until~~up ~~July 16, 2008,~~ to ~~regain~~2.6 ~~compliance~~million ~~with~~Warrants ~~the~~every ~~rule~~30 ~~for a minimum of ten consecutive business~~ days~~. If~~, ~~the~~subject ~~Company is unable~~ to ~~comply~~ bycertain ~~such date~~other conditions, ~~the~~including ~~Nasdaq staff will notify~~ the ~~Company~~exercise inof ~~writing~~such ~~that~~Warrants by the ~~Company's~~holders ~~securities~~thereof ~~will~~prior beto ~~de-listed. The Company may appeal~~ the ~~Nasdaq Staff’s~~repurchase ~~determination at that time~~date.

The ~~June~~ ~~16,~~Notes ~~2008~~are ~~letter~~redeemable, ~~also~~in ~~advised~~whole ~~the~~or ~~Company~~in ~~that~~part, itat ~~had~~any ~~failed~~time toat ~~comply~~the ~~with~~Company’s option ~~Marketplace Rule~~upon ~~4310(c)(3)(A)~~30 ordays’ ~~4310(c)(3)(C)~~prior ~~which~~written ~~require~~notice ~~minimum stockholders’~~to ~~equity~~the ofNote $2holders,~~500,00~~ orat ~~net~~a ~~income~~redemption ~~from~~price equal ~~continuing~~to ~~operations~~100% of ~~$500,000~~ in the ~~most~~principal ~~recently~~amount ~~completed fiscal year (ending December 31, 2007) or in two~~ of the ~~Company's~~Notes ~~three~~then ~~most~~outstanding ~~recently~~plus ~~completed fiscal~~accrued ~~years~~and unpaid interest.

AtItem ~~the present~~3.02 ~~time,~~Unregistered ~~the~~Sales ~~Company intends to pursue all actions its Board~~ of ~~Directors deems~~Equity ~~reasonably necessary to maintain its Nasdaq listing, including an appeal.~~ Securities

AThe disclosure ~~copy~~provided in Item 2.03 of this Form 8-K is hereby incorporated by reference with respect to the ~~press~~terms ~~release~~and ~~announcing~~sale ~~such~~of ~~notice~~the isNotes ~~included~~and Warrants. The sale of the Notes and Warrants was made pursuant to Section 4(2) of the Securities Act of 1933, as ~~Exhibit~~amended ~~99.1~~and Regulation ~~hereto~~D promulgated thereunder, based in part on the representations made by the Purchasers therein.

~~Item 9.01. Financial Statements and Exhibits~~SIGNATURES

99.1 Press release “Focus Enhancements Receives Nasdaq Non-Compliance Letter”

SIGNATURE

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.

FOCUS ENHANCEMENTS, INC.

Date: ~~June 20~~July 7, 2008 By: /s/ Gary L. Williams

~~Name:~~ Gary L. Williams

~~Title: Exec.~~ Vice VPPresident of Finance and ~~CFO~~Chief Financial Officer

Filing Compare · FOCUS ENHANCEMENTS INC