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): May 12, 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 Ave., Campbell, CA

95008

(Address of principal executive offices)

(Zip Code)


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


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:

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))

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Item 2.02 Results of Operations and Financial Condition

On May 12, 2008, Focus Enhancements, Inc. issued a press release discussing its results of operations for the three months ended March 31, 2008. This press release is attached hereto as Exhibit 99.1 and is being furnished under Item 2.02 of this Form 8-K.

Item 7.01 Regulation FD Disclosure

On May 12, 2008, Focus Enhancements, Inc. issued a press release discussing, among other things, 2008 financial guidance. The information related to our expected future performance in this press release attached hereto as Exhibit 99.1 is being furnished under Item 7.01 of this Form 8-K and is not deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Focus Enhancements, Inc. earnings press release for the quarter ended March 31, 2008.

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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:

May 12, 2008

By:

/s/ Gary Williams

Name:

Gary Williams

Title:

Exec. VP of Finance and CFO

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