UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June~~September 3022, 2008

FOCUS ENHANCEMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11860	04-3144936


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

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

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if 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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 8.~~03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~01. Other Events.

As previously disclosed in Item 1.0103 of Form 8-K filed on ~~February~~September 1517, 2008, ~~which disclosure is incorporated herein by reference,~~ Focus Enhancements, ~~Inc.~~ (the “Company”) ~~entered~~filed ~~into an Amended and Restated Senior Secured Note Purchase Agreement (the “Amended Agreement”). The Amended Agreement increased the amount outstanding under secured notes by $9.3 million to~~ a ~~total~~voluntary ofpetition, ~~$20.8 million (“Notes”). The Notes mature~~ on ~~January 1, 2011~~September ~~and initially bear interest at a 12% annual rate~~16, ~~increasing to 15% on October 1,~~ 2008, for ~~with~~relief ~~payment~~under ~~dates~~Chapter on11 ~~June 30 and December 30~~ of ~~each~~ ~~year~~ the ~~Notes~~United ~~remain~~States ~~outstanding.~~Bankruptcy ~~The~~Code ~~Amended~~(“Chapter ~~Agreement provides that the~~11”) ~~Company may, at its sole option, elect to pay interest due on June 30, 2008 and December 30, 2008~~ in ~~cash~~the orUnited byStates ~~issuing~~Bankruptcy ~~additional~~Court ~~Notes and warrants~~ for the ~~full~~ ~~amount~~Northern ofDistrict ~~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~~California.

OnIn ~~June~~connection ~~30,~~with ~~2008,~~ the Company’s ~~issued~~reorganization anunder ~~additional~~Chapter $111,~~098,371~~ ~~in Notes and 1,372,963 warrants (“Warrants”) to purchase~~ the Company’s ~~common stock in lieu~~has oftaken aaction ~~cash interest payment due on June 30, 2008~~ to ~~fulfill~~reduce its ~~contractual commitment~~worldwide ~~under~~workforce ~~the~~by ~~Amended~~approximately ~~Agreement.~~45 The Warrants are exercisable at the option of the holder at any time at the initial exercise price of $0.80 per Warrant share for one share of Company’s common stock subject to standard adjustment for reverse and forward stock splitsemployees, ~~stock dividends, stock~~ ~~combinations~~primarily ~~and~~associated ~~other similar transactions. Additionally,~~ with ~~some~~its ~~exceptions, if~~Ultra ~~the~~Wideband ~~Company subsequently issues equity in a transaction, the primary purpose of which is raising capital, and the equity is issued on a common stock equivalent per share basis at less than $0~~development.~~80/share,~~ ~~then~~The ~~the~~Company ~~Warrant exercise~~expects ~~price~~its ~~shall~~worldwide beworkforce ~~adjusted~~ to ~~the~~be ~~greater~~approximately of100 ~~(i) the~~employees ~~same~~by ~~price~~October ~~at which such~~31, ~~equity was issued or (ii) $0~~2008.~~35 per share.~~

The Warrants are redeemable as follows. Beginning January 1, 2009, if the average closing price of the Company’s common stock is above $1.30 for 30 calendar days, the Company may repurchase the Warrants for one cent ($0.01) in tranches of up to 2.6 million Warrants every 30 days, subject to certain other conditions, including the exercise of such Warrants by the holders thereof prior to the repurchase date.

The Notes are redeemable, in whole or in part, at any time at the Company’s option upon 30 days’ prior written notice to the Note holders, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure provided in Item 2.03 of this Form 8-K is hereby incorporated by reference with respect to the terms and sale of the Notes and Warrants. The sale of the Notes and Warrants was made pursuant to Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder, based in part on the representations made by the Purchasers therein.

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.

FOCUS ENHANCEMENTS, INC.

Date: ~~July 7~~September 26, 2008 By: /s/ Gary L. Williams

Gary L. Williams

~~Vice~~ Executive ~~President~~VP of Finance and ~~Chief~~ChiefFinancial ~~Financial~~ Officer

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