U.
S. SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q
 
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended March 31, 2008, or
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the transition period from __________ to __________.
  Commission
File Number 1-11860
  Focus
Enhancements, Inc.
 (Name of
Issuer in its Charter)
  Delaware
              
              04-3144936(State
      or Other Jurisdiction of
              
              (I.R.S.
      EmployerIncorporation
      or Organization)
              
              Identification
      No.)
 
 1370
Dell Ave
 Campbell,
CA 95008
 (Address
of Principal Executive Offices)
  (408)
866-8300
 (Issuer's
Telephone Number, Including Area Code)
  Check
whether the Issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such other shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes: xNo: o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company" in Rule 12b-2 of the Exchange Act.
 Large
      accelerated filer: o
              Accelerated
      filer: o
              
      Non-accelerated filer: x
              Smaller
      Reporting Company
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b02 of the Exchange Act).
 Yes: o  No:
x
 
 As of May
9, 2008, there were 85,112,564 shares of common stock outstanding.
  
  FOCUS ENHANCEMENTS, INC.
  INDEX
  PageNumberPART
      I - FINANCIAL INFORMATIONItem
      1.
              Financial Statements (unaudited):Condensed Consolidated Balance Sheets
              3Condensed Consolidated Statements of
    Operations
              4Condensed Consolidated Statements of Cash
    Flows
              5Notes to Condensed Consolidated Financial
      Statements
              6Item
      2.
              Management's Discussion and Analysis of Financial Condition
      and Results of Operations
              17Item
      3.
              Quantitative and Qualitative Disclosures about Market
      Risk
              22Item
      4T.
              Controls and Procedures
              22PART
      II - OTHER INFORMATIONItem
      1.
              Legal Proceedings
              23Item
      1A.
              Risk Factors
              23Item
      2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              24Item
      3.
              Defaults Upon Senior Securities
              25Item
      4.
              Submission of Matters to a Vote of Security
      Holders
              25Item
      5.
              Other Information
              25Item
      6.
              Exhibits
              25SIGNATURES
              27CERTIFICATIONS
  Index
  PART I - FINANCIAL INFORMATION
 Item
      1.
              Financial
      Statements
  Focus
Enhancements, Inc.
 Condensed
Consolidated Balance Sheets
 (In
thousands, except share and per share amounts)
 (Unaudited)
  March
      31,
              
              
              December
      31,2008
              
              
              2007AssetsCurrent
      assets:Cash
      and cash equivalents
              
              $
              7,601
              
              
              $
              1,841Restricted
      cash
              
              
              96
              
              
              
              90Accounts
      receivable, net of allowances of $159 and $253,
    respectively
              
              
              2,315
              
              
              
              4,318Inventories
              
              
              3,702
              
              
              
              3,957Prepaid
      expenses and other current assets
              
              
              1,277
              
              
              
              1,130Total
      current assets
              
              
              14,991
              
              
              
              11,336Property
      and equipment, net
              
              
              1,393
              
              
              
              1,240Other
      assets
              
              
              151
              
              
              
              153Goodwill
              
              
              13,191
              
              
              
              13,191$
              29,726
              
              
              $
              25,920Liabilities
      and Stockholders' Equity (Deficit)Current
      liabilities:Accounts
      payable
              
              $
              2,363
              
              
              $
              3,554Borrowings
      under line of credit
              
              
              6,461
              
              
              
              3,600Current
      portion of capital lease obligations
              
              
              93
              
              
              
              122Term
      loan
              
              
              -
              
              
              
              2,500Accrued
      compensation
              
              
              994
              
              
              
              872Accrued
      liabilities
              
              
              3,373
              
              
              
              2,722Total
      current liabilities
              
              
              13,284
              
              
              
              13,370Convertible
      notes
              
              
              -
              
              
              
              11,493Notes
      payable
              
              
              20,800Discount
      on notes payable
              
              
              (3,605
              )
              
              
              -Total
      liabilities
              
              
              30,479
              
              
              
              24,863Commitments
      and contingencies (note 8)Stockholders'
      equity (deficit):Preferred
      stock, $0.01 par value; authorized 3,000,000 shares; 3,161 shares issued
      and outstanding at March 31, 2008 and December 31, 2007, respectively
      (aggregate liquidation preference $3,917)
              
              
              -
              
              
              
              -Common
      stock, $0.01 par value; 150,000,000 shares authorized, 85,428,194 and
      85,248,194 respectively, shares issued at March 31, 2008 and December 31,
      2007, respectively
              
              
              843
              
              
              
              841Treasury
      stock at cost, 580,323 and 516,667 shares at March 31, 2008
      andDecember
      31, 2007, respectively
              
              
              (805
              )
              
              
              (775
              )Additional
      paid-in capital
              
              
              127,467
              
              
              
              123,392Accumulated
      other comprehensive income
              
              
              404
              
              
              
              257Accumulated
      deficit
              
              
              (128,662
              )
              
              
              (122,658
              )Total
      stockholders' equity (deficit)
              
              
              (753
              )
              
              
              1,057$
              29,726
              
              
              $
              25,920
  The
accompanying notes are an integral part of the condensed consolidated financial
statements.
  3
 Index
 
 Focus Enhancements, Inc.
 Condensed
Consolidated Statements of Operations
 (In
thousands, except per share amounts)
 (Unaudited)
 
 Three
      Months EndedMarch
      31, 2008
              
              
              March
      31, 2007Net
      revenue
              
              $
              3,872
              
              
              $
              7,087Cost
      of revenue
              
              
              2,374
              
              
              
              3,921Gross
      margin
              
              
              1,498
              
              
              
              3,166Operating
      expenses:Sales,
      marketing and support
              
              
              2,160
              
              
              
              2,125General
      and administrative
              
              
              1,037
              
              
              
              1,097Research
      and development
              
              
              3,584
              
              
              
              3,938Amortization
      of intangible assets
              
              
              -
              
              
              
              1056,781
              
              
              
              7,265Loss
      from operations
              
              
              (5,283
              )
              
              
              (4,099
              )Interest
      expense, net
              
              
              (687
              )
              
              
              (290
              )Other
      income (expense), net
              
              
              (10
              )
              
              
              3Loss
      before income tax expense
              
              
              (5,980
              )
              
              
              (4,386
              )Income
      tax expense
              
              
              24
              
              
              
              -Net
      loss
              
              $
              (6,004
              )
              
              $
              (4,386
              )Net
      loss per shareBasic
      and diluted
              
              $
              (0.07
              )
              
              $
              (0.06
              )Weighted
      average number of shares used in per share calculations:Basic
      and diluted
              
              
              83,686
              
              
              
              74,199
 
 The
accompanying notes are an integral part of the condensed consolidated financial
statements.
  4
 Index
  Focus Enhancements, Inc.
 Condensed
Consolidated Statements of Cash Flows
 (In
thousands)
 (Unaudited)
  Three
      Months EndedMarch
      31, 2008
              
              
              March
      31, 2007Cash
      flows from operating activities:Net
      loss
              
              $
              (6,004
              )
              
              $
              (4,390
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
              
              
              170
              
              
              
              311Stock-based
      compensation
              
              
              281
              
              
              
              228Amortization
      of discount on notes payble
              
              
              166
              
              
              
              -Accrued
      interest
              
              
              467
              
              
              
              277Amortization
      of debt issuance costs
              
              
              9
              
              
              
              2Changes
      in assets and liabilities:Accounts
      receivable
              
              
              2,055
              
              
              
              143Inventories
              
              
              338
              
              
              
              (3
              )Prepaid
      expenses and other assets
              
              
              (160
              )
              
              
              (212
              )Other
      assets
              
              
              2
              
              
              
              -Accounts
      payable
              
              
              (1,202
              )
              
              
              (638
              )Accrued
      liabilities
              
              
              317
              
              
              
              357Net
      cash used in operating activities
              
              
              (3,561
              )
              
              
              (3,925
              )Cash
      flows from investing activities:Purchases
      of property and equipment
              
              
              (312
              )
              
              
              (142
              )Net
      cash used in investing activities
              
              
              (312
              )
              
              
              (142
              )Cash
      flows from financing activities:Proceeds
      from issuance of  notes payable
              
              
              9,307
              
              
              
              -Net
      proceeds from private offerings of common stock
              
              
              -
              
              
              
              6,205Proceeds
      from exercise of common stock options and warrants, net issuance
      costs
              
              
              -
              
              
              
              55Borrowings
      under lines of credit
              
              
              6,461
              
              
              
              1,700Repayment
      of lines of credit
              
              
              (2,500
              )
              
              
              (5,090
              )Repayment
      of term loan
              
              
              (3,600
              )
              
              
              (2,500
              )Repurchase
      of common stock
              
              
              (30
              )
              
              
              (25
              )Payments
      under capital lease obligations
              
              
              (29
              )
              
              
              (37
              )Net
      cash provided by financing activities
              
              
              9,609
              
              
              
              308Effect
      of exchange rate changes on cash and cash equivalents
              
              
              24
              
              
              
              5Increase
      (decrease) in cash and cash equivalents
              
              
              5,760
              
              
              
              (3,754
              )Cash
      and cash equivalents at beginning of period
              
              
              1,841
              
              
              
              5,969Cash
      and cash equivalents at end of period
              
              $
              7,601
              
              
              $
              2,215
  The accompanying notes
are an integral part of the condensed consolidated financial
statements.
  5
 Index
  NOTESTO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
 (Unaudited)
 
 1.
              Description of
      Business
 
 Incorporated
in 1992, Focus Enhancements, Inc. and its subsidiaries (the "Company" or
"Focus") develop and market proprietary video technology in two areas:
semiconductor and systems. Focus markets its products globally to original
equipment manufacturers (“OEMs”), and dealers and distributors in the consumer
and professional channels. Semiconductor products include several series of
Application Specific Standard Products (“ASSPs”), which address the wireless
video and data market using Ultra Wideband (“UWB”) technology and the video
convergence market. The UWB chipsets are targeted for the wireless USB market
while the video convergence chips are deployed into portable media players,
video conferencing systems, Internet TV, media center and interactive TV
applications. Focus’ systems products are designed to provide solutions for the
professional video production market particularly for the video acquisition,
media asset management and digital signage markets. Focus markets its systems
products primarily through the professional channel. Focus production products
include video scan converters, video mixers, standard and high definition
digital video disk recorders, MPEG (Moving Picture Experts Group) recorders and
file format conversion tools. Focus media asset management systems products
include network-based video servers, long-duration program monitors and
capture/playout components. Focus digital signage and retail media solutions
products include standard and high definition MPEG players, servers
 
 
 2.
              Basis of Presentation
      – Interim Financial
Information
 
 The
accompanying unaudited condensed consolidated financial statements of Focus have
been prepared in conformity with accounting principles generally accepted in the
United States of America and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not contain all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. The year-end condensed
consolidated balance sheet data was derived from audited consolidated financial
statements, but does not include all disclosures required by accounting
principles generally accepted in the United States of America.
 
 In the
opinion of management, the condensed consolidated financial statements include
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of Focus’ financial position, operating results and cash
flows for the periods presented. The results of operations and cash flows for
the three months ended March 31, 2008 are not necessarily indicative of the
results that may be expected for any future period.
 
 The
condensed consolidated financial statements of Focus as of March 31, 2008 and
for the three month periods ended March 31, 2008 and 2007 are unaudited and
should be read in conjunction with the audited consolidated financial statements
for the year ended December 31, 2007 included in Focus’ Annual Report on Form
10-K for the year ended December 31, 2007.
 
 
 3.
              Equity-Based
      Compensation
 
 Focus
accounts for equity-based compensation in accordance with Statement of Financial
Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No.
123R”), which the Company adopted as of January 1, 2006 using the modified
prospective method.
  6
 Index
  The
share-based compensation recognized for the three months ended March 31, 2008
and 2007, respectively, was:
 
 (In
      thousands, except per share data)
              
              March
      31, 2008
              
              
              March
      31, 2007Stock-based
      compensation expense by type of award:Employee
      stock options
              
              $
              125
              
              
              $
              132Restricted
      stock awards
              
              
              101
              
              
              
              69Non
      - employee warrants
              
              
              55
              
              
              
              17Total
      stock-based compensation
              
              
              281
              
              
              
              218Tax
      effect on stock-based compensation
              
              
              -
              
              
              
              -Effect
      on net loss
              
              $
              281
              
              
              $
              218Effect
      on net loss per share - basic and diluted
              
              $
              0.00
              
              
              $
              0.00
 
 
 Stock
Options
 
 The
exercise price of each stock option equals the market price of Focus’ common
stock on the date of grant. Option grants generally vest over four years and
expire 10 years from the grant date. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option pricing model. The
weighted average assumptions used in the model are outlined in the following
table:
 
 Three
      Months EndedMarch
      31, 2008
              
              March
      31, 2007Average
      expected term of options
              5
      years
              
              4
      yearsRisk-free
      rate of interest
              2.36%
      - 2.64%
              
              4.56%Volatility
      of common stock
              80%
              
              81%Dividend
      yield
              0%
              
              0%
 
 The
zero dividend
yield is based on the fact that the Company has never paid cash dividends and
has no present intention to pay cash dividends. Expected volatility is based on
the combination of historical volatility of the Company’s common stock and the
expected moderation in future volatility over the period commensurate with the
expected life of the options and other factors. The risk-free interest rates are
taken from the Daily Federal Yield Curve Rates as of the grant dates as
published by the Federal Reserve and represent the yields on actively traded
Treasury securities for terms equal to the expected term of the options. The
expected term calculation is based on the Company’s observed historical option
exercise behavior and post-vesting forfeitures of options by
employees.
 7
 Index
  A summary
of activity related to Focus’ stock option incentive plans for the three months
ended March 31, 2008 is presented below:
 
 Shares
              
              
              Weighted
      Average Exercise Price
              
              
              Weighted
      Average Remaining Contractual Life
              
              
              Aggregate
      Intrinsic Value (000s)Options
      outstanding at January 1, 2008
              
              
              5,594,021
              
              
              $
              1.16Options
      granted
              
              
              134,687
              
              
              $
              0.42Options
      exercised
              
              
              -
              
              
              $
              -Options
      canceled
              
              
              (155,199
              )
              
              $
              1.15Options
      outstanding at March 31, 2008
              
              
              5,573,509
              
              
              $
              1.14
              
              
              
              5.7
              
              
              $
              20Options
      exercisable and expected to be exercisable at March 31,
    2008
              
              
              5,293,519
              
              
              $
              1.15
              
              
              
              5.7
              
              
              $
              18Options
      exercisable at March 31, 2008
              
              
              3,861,237
              
              
              $
              1.20
              
              
              
              5.2
              
              
              $
              3
 
 
 The
weighted average grant date fair value of options granted during the three
months ended March 31, 2008 was $0.27 per share. No options were exercised in
the three month period ended March 31, 2008. At March 31, 2008, Focus had
$844,000 of unrecognized compensation expense, net of estimated forfeitures,
related to unvested stock options, which will be recognized over the weighted
average period of 2.1 years.
 
 The
weighted average grant date fair value of options granted during the three
months ended March 31, 2007 was $0.81 per share. The intrinsic value of options
exercised during the three months ended March 31, 2007 was $7,000. Cash received
from stock option exercises was $25,000 for the three months ended March 31,
2007.
 
 The
options outstanding and exercisable at March 31, 2008 were in the following
exercise price ranges:
 
 Options
      Outstanding
              
              
              Options
      ExercisableRange
      of Exercise Prices
              
              
              Outstanding
              
              
              Weighted
      Average Remaining Life (Yrs)
              
              
              Weighted
      Average Exercise Price
              
              
              Exercisable
              
              
              Weighted
      Average Exercise Price$0.39-$0.97
              
              
              
              1,364,098
              
              
              
              6.1
              
              
              $
              0.70
              
              
              
              770,981
              
              
              $
              0.72$0.97-$1.43
              
              
              
              3,388,572
              
              
              
              6.0
              
              
              $
              1.19
              
              
              
              2,306,467
              
              
              $
              1.20$1.43-$1.97
              
              
              
              752,339
              
              
              
              3.7
              
              
              $
              1.62
              
              
              
              715,289
              
              
              $
              1.62$1.97-$2.22
              
              
              
              68,500
              
              
              
              5.6
              
              
              $
              2.08
              
              
              
              68,500
              
              
              $
              2.08Outstanding
      at March 31, 2008
              
              
              
              5,573,509
              
              
              
              5.7
              
              
              $
              1.14
              
              
              
              3,861,237
              
              
              $
              1.20
 
 
 At March
31, 2008, Focus had 2,792,735 shares of common stock available for grant under
its current stock option and incentive plans, which include restricted
stock.
  8
 Index
  Restricted Stock
Awards
 
 A summary
of activity related to Focus’ restricted stock awards for the three months ended
March 31, 2008 is presented below:
 
 Shares
                
                
                Weighted
      Average Grant Date Fair ValueNon-vested
      restricted stock shares outstanding at January 1, 2008
                
                
                1,167,067
                
                
                $
                1.07Restricted
      stock shares granted
                
                
                180,000
                
                
                $
                0.36Restricted
      stock shares vested
                
                
                (312,206
                )
                
                $
                1.07Restricted
      stock shares forfeited
                
                
                (26,747
                )
                
                $
                1.07Non-vested
      restricted stock shares outstanding at March 31, 2008
                
                
                1,008,114
                
                
                $
                0.95
 
 
 At March
31, 2008, Focus had $752,000 of unrecognized compensation expense, net of
forfeitures, related to restricted stock awards, which will be recognized over
the weighted average period of 2.8 years. During the three months ended March
31, 2008, 312,206 shares of restricted stock with a fair market value of
$149,000 vested.  During the three months ended March 31, 2007,
188,516 shares of restricted stock vested with a fair market value of
$246,000
 
 
 4.
              Net Loss per
      Share
 
 Basic net
loss per share was computed by dividing the net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted net loss
per share is computed by dividing the net loss by the weighted average number of
shares of common stock and potential common stock equivalents outstanding during
the period, if dilutive. Options to purchase 5,573,509 and 6,234,547 shares of
common stock, unvested shares of restricted stock of 1,008,114 and 1,093,009,
warrants to purchase 32,176,199 and 4,332,406 shares of common stock and 3,161
shares of preferred stock convertible into 3,161,000 shares of common stock were
outstanding at March 31, 2008 and 2007, respectively, but were not included in
the computation of diluted net loss per share as the effect would have been
anti-dilutive. In addition, promissory notes that were convertible into
10,946,000 shares of common stock were outstanding at March 31, 2007, but were
not included in the computation of diluted net loss per share as the effect
would have been anti-dilutive.
 
 
 5.
              Significant
      Customers
 
 No one
customer accounted for more than 10% of Focus’ revenue in the three months ended
March 31, 2008 or 2007.
 
 No one
customer had accounts receivable balance in excess of 10% of Focus’ total
accounts receivable at March 31, 2008. Two customers had an accounts receivable
balance in excess of 10% of Focus’ total accounts receivable at March 31, 2007.
These customers accounted for 23% of Focus’ total accounts receivable at that
date.
 
 
 6.
              Inventories
 
 Inventories
are stated at lower of cost (first-in, first-out) or market:
 
 (In
      thousands)
              
              March
      31, 2008
              
              
              December
      31, 2007Raw
      materials
              
              $
              710
              
              
              $
              732Work
      in process
              
              
              746
              
              
              
              783Finished
      goods
              
              
              2,246
              
              
              
              2,442$
              3,702
              
              
              $
              3,957
  9
 Index
  7.
                Borrowings
 
 (In
      thousands)
              
              March
      31, 2008
              
              
              December
      31, 2007Short-term
      debt:Accounts
      receivable-based line of credit
              
              $
              6,461
              
              
              $
              3,600Term
      loan
              
              
              -
              
              
              
              2,500$
              6,461
              
              
              $
              6,100Long-term
      debt:Convertible
      notes
              
              
              -
              
              
              
              11,493Notes
      payable
              
              
              20,800
              
              
              
              -Discount
      on notes payable
              
              
              (3,605
              )
              
              
              -17,195
              
              
              
              11,493$
              23,656
              
              
              $
              17,593
 
 
 Line of Credit – Heritage
Bank of Commerce
 
 On March
4, 2008, the Company finalized a Loan and Security Agreement dated February 22,
2008 (“Loan Agreement”) with Heritage Bank of Commerce (“Heritage Bank”). Under
the Loan Agreement, the Company may borrow up to $6.5 million through one or
more advances through February 21, 2009, which is the maturity date (the
“Maturity Date”).  On the Maturity Date, all advances must be repaid. Carl
Berg, a director of the Company, has personally guaranteed the Loan Agreement.
At March 31, 2008, there was an outstanding balance under this line of credit of
$6.5 million and $39,000 was available for future advances.
 
 Payment
terms under the Loan Agreement are interest only until maturity. Interest is
payable under the Loan Agreement at prime plus 1%.  Obligations under the
Loan Agreement are secured by the Company’s accounts receivable. In addition,
the Company issued a warrant to Heritage Bank to purchase 75,000 shares of the
Company’s common stock at $0.80 per share. The line of credit was subject to
ongoing covenants including a covenant based on operating results.
 
 The
warrant is immediately exercisable through February 22, 2013.The warrant was valued at
$25,000 using the Black-Scholes option pricing model and will be amortized to
interest expense over the term of the line of credit.
 
 In
connection with Mr. Berg’s extension of his personal guarantee, the Company
has agreed to continue Mr. Berg’s first priority security interest in all
of the Company’s assets, which he shares on a pro-rata basis with the Senior
Secured Note Holders (see below, “Notes Payable”), except for the security
interest in the Company’s accounts receivable, which have been subordinated to
Heritage Bank’s security interest in the accounts receivable. However the Senior
Secured Note Holders will not be bound by the intercreditor arrangement in
respect of any indebtedness of Company owing Heritage Bank in excess of $6.5
million. In partial consideration of this extension of the personal guarantee,
the Company issued to Mr. Berg a warrant to purchase 200,000 shares of
common stock at an exercise price of $0.40 per share. The warrant is immediately
exercisable through March 4, 2013. The warrant was valued at $50,000 using the
Black-Scholes option pricing model and was charged to general and administrative
expense at the time of issuance.
 
 
 Line of Credit and Term Loan
– Greater Bay Bank
 
 From
November 2004 through February 23, 2008, Focus had access to a $4.0 million line
of credit from Greater Bay Bank (“GBB Bank”) under which it could borrow up to
90% of its eligible outstanding accounts receivable. In addition, from June 2005
through February 23, 2008 Focus could also borrow an additional $2.5 million
from GBB Bank under a term loan agreement. Both the line of credit and term loan
were collateralized by a personal guarantee from Mr. Berg. In connection with
this credit line, GBB Bank obtained a first priority security interest in Focus’
accounts receivable through an agreement with Mr. Berg, which enabled Mr. Berg
to retain his existing security interest in all of Focus’ assets while
subordinating his pre-existing security interest in Focus’ accounts receivable
to GBB.
 
 The
credit line was subject to ongoing covenants including a covenant based on
operating results. Borrowings under the GBB Bank line of credit and term loan
were charged interest at a rate of prime plus 1%. At December 31, 2007, there
was $3.6 million outstanding on the credit line and $2.5 million outstanding
under the term loan. The GBB Bank line of credit and term loan expired on
February 23, 2008 and were repaid.
  10
 Index
  Notes
Payable
 
 On
February 11, 2008, Focus obtained new investments in the amount of approximately
$9.3 million through the sale of additional indebtedness under revised terms of
its existing January 24, 2006 Senior Secured Convertible Note Purchase Agreement
(the “Original Agreement”). Prior investors under the Original Agreement and new
investors amended the Original Agreement through an “Amended and Restated Senior
Secured Note Purchase Agreement” (the “Amended Agreement”). The Amended
Agreement increases the amounts outstanding under the Original Agreement from
$11.5 million (after amendments to date) to $20.8 million in new senior secured
notes (“Notes”), amends the terms of the Notes so they are no longer convertible
into Company common stock, and issues to the holders of the Notes a total of 26
million warrants under which the holders have the right to purchase one share of
the Company’s common stock for $0.80 per warrant share (“Warrant”). The Warrant
was valued at $3.8 million using the Black-Scholes option pricing model and was
recorded as a discount on notes payable and will be amortized to interest
expense through the maturity date of the 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 Notes are collateralized by all of the assets of
the Company. The transaction closed on February 11, 2008. No placement agent fee
or commissions were paid in connection with the Amended
Agreement.
  Under the
Amended Agreement, the Company may, in its discretion, elect to pay interest due
on June 30, 2008 and December 30, 2008 in cash or by issuing additional Notes in
the full amount of such interest payment, if there has been no event of default.
If the Company elects to make the interest payments by issuance of additional
Notes, this would result is the additional issuance of up to approximately
$2,600,000 of Note principal and approximately 3.3 million Warrants (at the same
exercise price of $0.80 per share).
  Under the
Amended Agreement, an event of default includes, but is not limited to, (i)
default in payment of interest or principal on the Notes; (ii) default in the
payment of other Company indebtedness in excess of $1,000,000, (iii)
commencement of any proceeding under federal bankruptcy law or any similar
federal or state proceeding or an assignment for the benefit of
creditors, (iv) breach by the Company of any obligation under the Amended
Agreement or other agreements entered into between the Company and the Note
purchasers pursuant to the Amended Agreement which breach is not cured within 30
days after receipt of a notice of default, and (v) termination of the Company’s
business or the liquidation or dissolution of the Company. Generally, upon the
occurrence of an event of default, the Notes will become immediately due and
payable in full, and the holders of the Notes will be entitled to enforce their
security interest in all of the assets of the Company.
  The
Amended Agreement includes various negative covenants. Among these are that the
Company has agreed that it will not (i) transfer a substantial amount of its
properties or assets outside the ordinary course of business, (ii) agree to be
acquired in a merger or other acquisition transaction involving the transfer of
a substantial amount of properties or assets of the Company, or (iii) incur
additional debt for borrowed money, in each case without the consent of Purchase
Agent (Ingalls & Snyder LLC) or the holders of a majority of the outstanding
Notes principal amount.
  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 the Company’s common
stock subject to 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 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 $0.80/share, then the
Warrant exercise price shall be adjusted to the greater of (i) the same price at
which such equity was issued or (ii) $0.35 per share.
  The
Warrants are redeemable, at the Company’s discretion, 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 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.
  11
 Index
  8.
              Commitments and
      Contingencies
 
 Research and Development
Agreements
 
 In
October 2004, Focus entered into a design services contract under which Focus
agreed to pay $2.9 million to a third party for the design and development of
high performance UWB integrated circuits. The contract amount was subsequently
increased to $3.2 million. Payments were made upon the completion of specific
milestones by the third party. The contract was completed in April
2007.
 
 For the
three months ended March 31, 2007, $58,000 was charged to research and
development based on the level of effort incurred by the third party. No amounts
related to this contract were included within the condensed consolidated balance
sheet at March 31, 2008 or December 31, 2007.
 
 In
September 2007, Focus entered into a design services contract under which Focus
agreed to pay approximately $1.3 million to a third party for the design and
development of new UWB integrated circuits. Payments will be made upon the
completion of specific milestones by the third party.
 
 For the
three months ended March 31, 2008, $291,000 was charged to research and
development expense based on the level of effort incurred by the third party. At
March 31, 2008, obligations related to this contract included in accrued
liabilities on the condensed consolidated balance sheet were $674,000. At
December 31, 2007, obligations related to this contract included in accrued
liabilities on the condensed consolidated balance sheet were
$515,000.
  Leases
 
 Focus
leases office facilities and certain equipment under operating and capital
leases. Under the lease agreements, Focus is obligated to pay for utilities,
taxes, insurance and maintenance.
 
 Minimum
lease commitments at March 31, 2008 were as follows:
 
 (In
      thousands)
              
              Operating
      Lease Commitments
              
              
              Capital
      Lease Commitments2008
              
              $
              490
              
              
              $
              972009
              
              
              602
              
              
              
              -2010
              
              
              444
              
              
              
              -2011
              
              
              -
              
              
              
              -$
              1,536
              
              
              
              97Less:
      amount representing interest
              
              
              
              
              
              
              (4
              )Present
      value of future minimum future lease payments
              
              
              
              
              
              $
              93
 
 
 Inventory Purchase
Commitments
 
 Under
contract manufacturing arrangements, contract manufacturers procure inventory to
manufacture products based upon a forecast of customer demand provided by Focus.
Focus is responsible for the financial impact on the contract manufacturer of
any reduction or product mix shift in the forecast relative to materials that
the contract manufacturer had already purchased, and is unable to return, under
a prior forecast. Such a variance in forecasted demand could require a cash
payment for finished goods in excess of current customer demand or for costs of
excess or obsolete inventory.
 
 At March
31, 2008, Focus had issued non-cancelable purchase orders for approximately $1.0
million for finished goods from its contract manufacturers, and had not incurred
any significant liability for finished goods in excess of current customer
demand or for the costs of excess or obsolete inventory.
  12
 Index
  Product Warranty
Costs
 
 Focus’
warranty period for its products is generally 90 days to one year. Focus accrues
for warranty costs, based on estimated warranty return rates and costs to
repair, at the time revenue is recognized. At March 31, 2008 and December 31,
2007, Focus’ reserves for warranty costs were $115,000 and $118,000,
respectively.
 
 Changes
in Focus’ product warranty liability during the three months ended March 31,
2008 and 2007 were as follows:
 
 Three
      Months Ended(In
      thousands)
              
              March
      31, 2008
              
              
              March
      31, 2007Balance
      at January 1
              
              $
              118
              
              
              $
              191Charged
      to operations
              
              
              48
              
              
              
              80Reductions
              
              
              (51
              )
              
              
              (83
              )Ending
      balance
              
              $
              115
              
              
              $
              188
 
 
 General
 
 From
time-to-time, Focus is party to certain claims and legal proceedings that arise
in the ordinary course of business which, in the opinion of management, will not
have a material adverse effect on Focus’ financial position or results of
operation.
 
 
 9.
              Stockholders'
      Equity
 
 As of
March 31, 2008, Focus was obligated under certain circumstances, to issue the
following additional shares of common stock pursuant to derivative securities,
instruments or agreements:
 
 (In
      thousands)
              
              Shares
      of Common StockOptions
      to purchase common stock
              
              
              5,574Warrants
      to purchase common stock
              
              
              32,176Preferred
      stock convertible into common stock
              
              
              3,16140,911
 
 
 During
the three months ended March 31, 2008 and 2007, Focus repurchased 63,656 and
19,612 shares of common stock for $30,000 and $25,000 and included the
repurchased shares in treasury stock at March 31, 2008 and 2007, respectively.
Such shares had originally been issued in connection with the Company’s stock
compensation plans as restricted stock.
 
 A summary
of activity related to Focus’ warrants for the three months ended March 31, 2008
is presented below:
  13
 Index
  Shares
              
              
              Weighted
      Average Exercise PriceWarrants
      outstanding at January 1, 2008
              
              
              5,732,447
              
              
              $
              1.29Warrants
      granted
              
              
              26,443,752
              
              
              $
              0.79Warrants
      exercised
              
              
              -
              
              
              $
              -Warrants
      canceled
              
              
              -
              
              
              $
              -Warrants
      outstanding at March 31, 2008
              
              
              32,176,199
              
              
              $
              0.88Weighted
      average fair value of warrants granted during the period
              
              
              
              
              
              $
              0.18
 
 
 Information
pertaining to warrants outstanding and exercisable at March 31, 2008 is as
follows:
 
 Warrants
      Outstanding
              
              
              Warrants
      ExercisableRange
      of Exercise Prices
              
              
              Outstanding
              
              
              Weighted
      Average Remaining Life (Yrs)
              
              
              Weighted
      Average Exercise Price
              
              
              Exercisable
              
              
              Weighted
      Average Exercise Price$0.05-$0.79
              
              
              
              634,464
              
              
              
              2.83
              
              
              $
              0.49
              
              
              
              482,589
              
              
              $
              0.57$0.80-$0.80
              
              
              
              26,075,002
              
              
              
              2.76
              
              
              $
              0.80
              
              
              
              26,075,002
              
              
              $
              0.80$0.85-$1.35
              
              
              
              4,046,319
              
              
              
              2.71
              
              
              $
              1.08
              
              
              
              4,046,319
              
              
              $
              1.08$2.00-$2.00
              
              
              
              1,420,414
              
              
              
              1.35
              
              
              $
              2.00
              
              
              
              1,420,414
              
              
              $
              2.0032,176,199
              
              
              
              2.70
              
              
              $
              0.88
              
              
              
              32,024,324
              
              
              $
              0.88
 
 
 During
the three months ended March 31, 2008, Focus issued 168,750 warrants in
connection with services. The warrants vest over 10 months from the date of
grant and are exercisable at prices between $0.05 and $0.50. These warrants have
a three year life and were valued using the Black-Scholes option pricing model.
Such warrants will be valued monthly, with the computed expense charged to
operating expense until such warrants are fully vested. During the three months
ended March 31, 2008 the Company recognized $4,000 as expense related to these
warrants.
 
 
 10.
              Related Party
      Transactions
 
 Carl
Berg
 
 In
December 2002, Mr. Berg provided Samsung Semiconductor Inc., one of Focus’
contracted ASIC manufacturers, with a personal guarantee to secure Focus’
working capital requirements for ASIC purchase order fulfillment. Mr. Berg
provided the personal guarantee without additional cost or collateral, as Mr.
Berg maintains a secured priority interest in substantially all of Focus’
assets. At March 31, 2008, Focus owed Samsung $15,000 under net 30
terms.
 
 In
February 2008, replacing his prior guarantee with respect to the Company’s
indebtedness to Greater Bay Bank, Mr. Berg agreed to personally guarantee the
Company’s line of credit with Heritage Bank. In connection with Mr. Berg’s
extension of his personal guarantee to Heritage Bank, the Company has agreed to
continue Mr. Berg’s first priority security interest in all of the
Company’s assets, which he shares on a pro-rata basis with the Senior Secured
Note Holders, except for the security interest in the Company’s accounts
receivable, which have been subordinated to Heritage Bank’s security interest in
the Company’s accounts receivable. However the Senior Secured Note Holders will
not be bound by the intercreditor arrangement in respect of any indebtedness of
Company owing Heritage Bank in excess of $6.5 million. In partial consideration
of this extension of the personal guarantee, the Company issued to Mr. Berg
a warrant to purchase 200,000 shares of common stock at an exercise price of
$0.40 per share. The warrant is immediately exercisable through March 4,
2013.
  14
 Index
  Dolby Laboratories
Inc.
 
 N.
William Jasper Jr., the Chairman of Focus’ Board of Directors, is also the
President and Chief Executive Officer of Dolby Laboratories, Inc. (“Dolby”), a
signal processing technology company located in San Francisco, California. Focus
is required to submit quarterly royalty payments to Dolby based on Dolby
technology incorporated into certain products. For the three months ended March
31, 2008 and 2007, Focus paid Dolby $6,000 and $12,000, respectively, in
royalties, which were recorded in cost of revenue. Focus’ arrangements with
Dolby are on standard commercial terms.
 
 Norman
Schlomka
 
 Norman
Schlomka, General Manager of COMO and an executive officer of Focus since
February 2006, owns one third of the building, located in Raisdorf, Germany,
that COMO occupies. For the three month periods ended March 31, 2008 and 2007,
Focus paid rent related to this building of approximately $25,000 and $22,000,
respectively. The rent is on commercial terms deemed to be fair market value and
comparable to other rents in the area.
 
 
 11.
              Business Segment
      Information
 
 Focus’
reportable segments are Systems and Semiconductor. These reportable segments
have distinct products – Systems consists of products designed to provide
solutions in video acquisition, media asset management and digital signage and
Semiconductor consists of ASICs. Focus’ chief operating decision maker is the
CEO.
 
 Focus
evaluates segment performance based on operating income (loss) and does not
allocate net interest, other income or taxes to operating segments.
Additionally, Focus does not allocate assets by operating segment.
  Three
      Months Ended March 31, 2008Systems
              
              
              Semiconductor
              
              
              TotalNet
      revenue
              
              $
              3,246
              
              
              $
              626
              
              
              $
              3,872Cost
      of revenue
              
              
              2,125
              
              
              
              249
              
              
              
              2,374Gross
      margin
              
              
              1,121
              
              
              
              377
              
              
              
              1,498Operating
      expenses:Sales,
      marketing and support
              
              
              1,350
              
              
              
              810
              
              
              
              2,160General
      and administrative
              
              
              651
              
              
              
              386
              
              
              
              1,037Research
      and development
              
              
              1,145
              
              
              
              2,439
              
              
              
              3,5843,146
              
              
              
              3,635
              
              
              
              6,781Loss
      from operations
              
              $
              (2,025
              )
              
              $
              (3,258
              )
              
              $
              (5,283
              )
  15
 Index
  Three
      Months Ended March 31, 2007Systems
              
              
              Semiconductor
              
              
              TotalNet
      revenue
              
              $
              5,853
              
              
              $
              1,234
              
              
              $
              7,087Cost
      of revenue
              
              
              3,361
              
              
              
              560
              
              
              
              3,921Gross
      margin
              
              
              2,492
              
              
              
              674
              
              
              
              3,166Operating
      expenses:Sales,
      marketing and support
              
              
              1,313
              
              
              
              812
              
              
              
              2,125General
      and administrative
              
              
              707
              
              
              
              390
              
              
              
              1,097Research
      and development
              
              
              1,100
              
              
              
              2,838
              
              
              
              3,938Amortization
      of intangible assets
              
              
              64
              
              
              
              41
              
              
              
              1053,184
              
              
              
              4,081
              
              
              
              7,265Loss
      from operations
              
              $
              (692
              )
              
              $
              (3,407
              )
              
              $
              (4,099
              )
 
 
 12.
              Comprehensive
      Loss
 
 Comprehensive
loss includes net loss and foreign currency translation adjustments. The
components of comprehensive loss are as follows:
  Three
      Months EndedMarch
      31, 2008
              
              
              March
      31, 2007(In
      thousands)Net
      loss
              
              $
              (6,004
              )
              
              $
              (4,386
              )Other
      comprehensive income (loss):Foreign
      currency translation adjustments
              
              
              147
              
              
              
              (21
              )Comprehensive
      loss
              
              $
              (5,857
              )
              
              $
              (4,407
              )
 
 
 13.
              Recent
      Accounting Pronouncements
 
 On
January 1, 2008, the Company adopted Statement of Financial Accounting
Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”)
which defines fair value, establishes a framework for using fair value to
measure assets and liabilities, and expands disclosures about fair value
measurements.  SFAS No. 157 applies whenever other statements require
or permit assets or liabilities to be measured at fair value.  SFAS
No. 157 is effective for fiscal years beginning after November 15,
2007, except for nonfinancial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis, for
which application has been deferred for one year. The adoption of SFAS No. 157
had no impact on the Company’s condensed consolidated financial
statements.
  On
January 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, Including and amendment of FASB
statement No. 115" ("SFAS 159"). SFAS 159 provides companies with an option to
report selected financial assets and liabilities at fair value, requires
companies to provide additional information that will help investors and other
users of financial statements to more easily understand the effect of the
Company's choice to use fair value on its earnings, and requires entities to
display the fair value of those assets and liabilities for which the Company has
chosen to use fair value on the face of the balance sheet. The Company did not
make any elections for fair value accounting and therefore, the adoption did not
have an impact on the Company's condensed consolidated financial statements.
 
 In
February 2008, the Financial Accounting Standards Board (“FASB”) issued
FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement
No. 157” (“FSP 157-2”), to partially defer Statement of Financial
Accounting Standard (“SFAS”) SFAS No. 157, “Fair Value Measurements” (“SFAS
157”). FSP 157-2 defers the effective date of SFAS 157 for
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually), to fiscal years, and interim periods within those
fiscal years, beginning after November 15, 2008. The Company is currently
evaluating the impact of FSP 157-2 on its consolidated financial position
and results of operations.
  16
 Index
  Item  2.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
 
 The
following information should be read in conjunction with the condensed
consolidated financial statements and notes thereto in Part I, Item 1 of this
Quarterly Report and with the financial statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations contained in
Focus’ Annual Report on Form 10-K for the year ended December 31, 2007 and Item
1A--"Risk Factors"--contained therein.
 
 Certain
Factors That May Affect Future Results
 
 Discussions
of certain matters in this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), and as such, may involve risks and
uncertainties.  Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, and expectations, are
generally identifiable by the use of words or phrases such as "believe", "plan",
"expect", "intend", "anticipate", "estimate", "project", "forecast", "may
increase", "may fluctuate", "may improve" and similar expressions or future or
conditional verbs such as "will", "should", "would", and "could".
 
 In
particular, statements contained in this document that are not historical facts
(including, but not limited to, statements concerning anticipated revenues,
anticipated operating expense levels, capital resources and needs and liquidity
outlook, potential new products and orders, and such expense levels relative to
our total revenues) constitute forward-looking statements and are made under the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Our actual results of operations and financial condition have varied and may in
the future vary significantly and materially from those stated in any
forward-looking statements. Factors that may cause such differences include,
without limitation, the availability of capital to fund our future cash needs,
reliance on major customers, history of operating losses, market acceptance of
our products, technological obsolescence, competition, successful integration of
acquisitions, component supply problems and protection of proprietary
information, the unpredictability of costs to develop new technologies, as well
as the accuracy of our internal estimates of revenue and operating expense
levels.  For a discussion of these factors and some of the factors
that might cause such a difference see also Item 1A of our Form 10-K under the
heading "Risk Factors" and those described from time to time in our other
reports filed with the Securities and Exchange Commission.  These
factors should be considered in evaluating the forward-looking statements, and
undue reliance should not be placed on such statements. We do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences or unanticipated events or circumstances after the date
of such statements except, as required by law.
  17
 Index
  RESULTS
OF OPERATIONS
 
 Net
revenue
 
 Three
      Months Ended(Dollars
      in thousands)
              
              March
      31, 2008
              
              
              March
      31, 2007
              
              
              Decrease
              
              
              %
      decreaseSystems
      products
              
              $
              3,246
              
              
              $
              5,853
              
              
              $
              (2,607
              )
              
              
              (44.5
              %)Semiconductor
      products
              
              
              626
              
              
              
              1,234
              
              
              
              (608
              )
              
              
              (49.3
              %)$
              3,872
              
              
              $
              7,087
              
              
              $
              (3,215
              )
              
              
              (45.4
              %)
 
 
 Revenue
for the three months ended March 31, 2008 was $3.9 million, a decrease of $3.2
million, or 45.4%, compared with the three months ended March 31,
2007.
 
 For the
three months ended March 31, 2008, net sales of systems products to
distributors, retailers and value added resellers, were approximately $3.2
million compared to $5.9 million for the same period in 2007, a decrease of $2.6
million. This decrease in sales of systems products is mainly due to reduced
sales of our direct to edit (“DTE”) disk recorders and conversion
products.
 
 Sales of
semiconductor products to distributors and OEM customers were approximately
$626,000 in the three months ended March 31, 2008, compared to $1.2 million for
the same period in 2007, a decrease of $608,000. This decrease is mainly due to
reduced sales of our TV-Out chips for the portable media player
market.
 
 As of
March 31, 2008, we had a sales order backlog of approximately $612,000, a
decrease of $217,000 compared to December 31, 2007.
 
 Sales to
no one customer accounted for more than 10% of our revenue in the three months
ended March 31, 2008 or 2007.
 
 
 Gross
margin
 
 Three
      Months Ended(Dollars
      in thousands)
              
              March
      31, 2008
              
              
              March
      31, 2007
              
              
              DecreaseGross
      margin
              
              $
              1,498
              
              
              $
              3,166
              
              
              $
              (1,668
              )Gross
      margin rate
              
              
              38.7
              %
              
              
              44.7
              %
              
              (6.0)
      percentage points
 
 
 Our gross
margin rate for the three months ended March 31, 2008 decreased to 38.7% from
44.7% when compared to the three months ended March 31, 2007, a decrease of 6.0
percentage points. The decrease is primarily due to lower sales available to
cover our fixed costs.
  18
 Index
  Operating
expenses
 
 (Dollars
      in thousands)
              
              Three
      Months EndedMarch
      31, 2008
              
              
              March
      31, 2007
              
              
              Increase
      / (Decrease)%
      of
              
              
              
              
              
              %
      of
              
              
              
              
              
              %
      ofrevenue
              
              
              
              
              
              revenue
              
              
              
              
              
              revenueSales,
      marketing and support
              
              $
              2,160
              
              
              
              55.8
              %
              
              $
              2,125
              
              
              
              30.0
              %
              
              $
              35
              
              
              
              25.8
              %General
      and administrative
              
              
              1,037
              
              
              
              26.8
              %
              
              
              1,097
              
              
              
              15.5
              %
              
              
              (60
              )
              
              
              11.3
              %Research
      and development
              
              
              3,584
              
              
              
              92.6
              %
              
              
              3,938
              
              
              
              55.6
              %
              
              
              (354
              )
              
              
              37.0
              %Amortization
      of intangible assets
              
              
              -
              
              
              
              -
              
              
              
              105
              
              
              
              1.5
              %
              
              
              (105
              )
              
              
              (1.5
              %)$
              6,781
              
              
              
              175.2
              %
              
              $
              7,265
              
              
              
              102.6
              %
              
              $
              (484
              )
              
              
              72.6
              %
 
 
 Sales, marketing and
support
 
 Sales,
marketing and support expenses for the three months ended March 31, 2008 were
$2.2 million, compared to $2.1 million for the three months ended March 31,
2007.The $35,000 increase between comparison periods was driven by
increased payroll and trade show expenses, partially offset by a decrease in
commissions and bonuses as a result of decreased
revenue.
 
 
 General and
administrative
 
 General
and administrative expenses for the three months ended March 31, 2008 were $1.0
million compared to $1.1 million for the three months ended March 31, 2007. The
decrease is primarily attributable to reduced investor relations fees.
 
 
 Research and
development
 
 Research
and development expenses for the three months ended March 31, 2008 were $3.6
million, a decrease of $354,000 from $3.9 million for the three months ended
March 31, 2007. The decrease in research and development expenses mainly
reflects a decrease in consultant fees of $439,000 and a decrease in material
and prototyping of $301,000 related to our UWB initiative. These decreases were
partly offset by an increase in payroll and payroll related expenses due to a
higher average headcount during the three months ended March 31, 2008 compared
to the three months ended March 31, 2007.
 
 
 Amortization
 
 Amortization
expense was recorded as follows:
  (In
      thousands)
              
              Three
      Months EndedMarch
      31, 2008
              
              
              March
      31, 2007
              
              
              DecreaseCost
      of revenue
              
              $
              -
              
              
              $
              24
              
              
              $
              (24
              )Operating
      expenses
              
              
              -
              
              
              
              105
              
              
              
              (105
              )$
              -
              
              
              $
              129
              
              
              $
              (129
              )
 
 
 There was
no amortization expense for the three months ended March 31, 2008. Amortization
expense for the three months ended March 31, 2007 was $129,000. The decrease in
amortization expense reflects no further amortization for certain intangibles
associated with our acquisition of COMO Computer & Motion GmbH in February
2004 and Visual Circuits Corporation in May 2004.
 19
 Index
  Interest expense, net and
Other income, net
 
 Three
      Months Ended(Dollars
      in thousands)
              
              March
      31, 2008
              
              
              March
      31, 2007
              
              
              Increase
      / (Decrease)Interest
      expense, net
              
              $
              (687
              )
              
              $
              (290
              )
              
              $
              397Other
      income/(expense), net
              
              $
              (10
              )
              
              $
              3
              
              
              $
              (13
              )
 
 
 Net
interest expense for the three months ended March 31, 2008 was $687,000,
compared to $290,000 in the three months ended March 31, 2007. The additional
interest expense is related to increased borrowings, including $9.3 million
borrowed on February 11, 2008, an increase of the interest rate on the notes
outstanding from 10% to 12% effective February 11, 2008 and interest expense
derived from the amortization of note discount of $168,000.
 
 Other
income (expense) for the three months ended March 31, 2008 consists mainly of
fluctuations associated with exchange rate differences related to transactions
denominated in Euros.
 
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 The
accompanying condensed consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. For the three
months ended March 31, 2008 and the year ended December 31, 2007, we incurred
net losses of $6.0 million and $17.4 million, respectively, and used cash in
operating activities of $3.6 million, and $14.6 million, respectively. Absent
continued access to capital from the sale of securities or other sources, we may
potentially be unable to continue as a going concern.
 
 The
condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should we
be unable to continue as a going concern. Continuing as a going concern depends
upon our ability to generate sufficient positive cash flows to meet our
obligations on a timely basis, to obtain additional financing as may be
required, and ultimately to return to profitability.
 
 Since
inception, we have financed our operations primarily through the public and
private sale of common stock and other convertible debt securities, lines of
credit and debt borrowings from financial institutions, proceeds from the
exercise of options and warrants, short-term borrowings or guarantees from
private lenders (including individuals) and credit arrangements with vendors and
suppliers.
 
 (Dollars
      in thousands)
              
              March
      31, 2008
              
              
              December
      31, 2007Cash
      and cash equivalents
              
              $
              7,601
              
              
              $
              1,841Working
      capital
              
              $
              1,707
              
              
              $
              (2,034
              )Three
      Months EndedMarch
      31, 2008
              
              
              March
      31, 2007Net
      cash used in operating activities
              
              $
              (3,561
              )
              
              $
              (3,925
              )Net
      cash used in investing activities
              
              $
              (312
              )
              
              $
              (142
              )Net
      cash provided by financing activities
              
              $
              9,609
              
              
              $
              308
 20
 Index
  Net cash used in operating
activities
 
 (In
      thousands)
              
              Three
      Months Ended,March
      31, 2008
              
              
              March
      31, 2007
              
              
              Change
      incash
      (used)
              
              
              cash
      (used)
              
              
              cash
      (used)provided
              
              
              provided
              
              
              providedNet
      loss
              
              $
              (6,004
              )
              
              $
              (4,390
              )
              
              $
              (1,614
              )Non-cash
      income statement items
              
              
              1,093
              
              
              
              818
              
              
              
              275Adjusted
      net loss
              
              
              (4,911
              )
              
              
              (3,572
              )
              
              
              (1,339
              )Changes
      in working capital
              
              
              1,350
              
              
              
              (353
              )
              
              
              1,703Net
      cash used in operating activities
              
              $
              (3,561
              )
              
              $
              (3,925
              )
              
              $
              364
 
 
 Net cash
used in operating activities for the three months ended March 31, 2008 and 2007
was $3.6 million and $3.9 million, respectively. The decrease in net cash used
in operating activities mainly reflects an increase in the net loss adjusted for
non-cash items, an increase in cash used by accounts payable, offset by an
increase in cash provided by accounts receivable and inventories. The increase
in cash provided by accounts receivable and inventories reflects our lower sales
run rate compared to prior year. The increase in cash used by accounts payable
mainly reflects the timing of payments related to our UWB investment and reduced
inventory purchases.
 
 No one
customer had accounts receivable balance in excess of 10% of our total accounts
receivable at March 31, 2008.
 
 We expect
that our operating cash flows may fluctuate in future periods as a result of
fluctuations in our operating results, shipment timetable, accounts receivable
collections, inventory management, and the timing of payments among other
factors.
 
 Net cash used in investing
activities
 
 Net cash
used in investing activities was $312,000 for the three months ended March 31,
2008, compared to $142,000 used in the three months ended March 31, 2007. The
increase in cash used in investing activities mainly reflects the timing of
purchases of equipment and design tools related to our investment in UWB
technology.
 
 Net cash provided by
financing activities
 
 Net cash
provided by financing activities was $9.6 million for the three months ended
March 31, 2008, compared to $308,000 for the three months ended March 31, 2007.
The net cash provided by financing activities in the three months ended March
31, 2008 mainly consists of net proceeds of $9.3 million from the issuance of
additional notes payable and an increase in net borrowings of $361,000
associated with our line of credit compared to cash provided from private
financing of $6.2 million partly offset by $5.9 million net repayment of our
line of credit and term loan for the three months ended March 31,
2007.
 
 Capital
Resources and Liquidity Outlook
 
 We have
incurred losses and used net cash in operating activities for the three months
ended March 31, 2008 and each of the two years in the period ended December 31,
2007, and as such, have been dependent upon raising money for short- and
long-term cash needs through the issuance of debt, proceeds from the exercise of
options and warrants, and the sale of our common stock in private
placements.
 
 We
received gross proceeds of $9.3 million from the issuance of secured notes and
warrants to a group of private investors in February 2008. These notes, along
with such terms affecting an additional $11.5 million in previously outstanding
notes, initially bear interest at a 12% annual rate, increasing to 15% on
October 1, 2008, with interest due on June 30 and December 30 of each year
the notes remain outstanding. We may elect to pay interest due on June 30, 2008
and December 30, 2008 in cash or by issuing additional notes in the full amount
of such interest payment, if there has been no event of default. We
received net proceeds of $6.2 million and $4.9 million from the issuances of
common stock and warrants to groups of private investors in February 2007
and September 2007, respectively.
  21
 Index
  In March
2008, we finalized a line of credit agreement with Heritage Bank of Commerce.
Under the line of credit, we may borrow up to $6.5 million in one or more
advances through February 21, 2009. At March 31, 2008, $39,000 was
available under this line of credit.
 
 In early
2008, we focused on reducing our expense base. In February 2008, we eliminated
eight positions or approximately five percent of our total workforce from our
operations, sales and marketing departments. Additionally, in February 2008 we
initiated a cash salary reduction plan for certain employees in consideration of
such employees receiving compensation through payments of our common stock under
our various stock plans. We estimate that this could save approximately $700,000
in cash in 2008.
 
 Our
expense reduction efforts are only part of overall efforts to reduce our
financial risks. We will need to raise additional amounts before September 30,
2008, to continue development and launch commercialization of our next
generation UWB products. The amount necessary will depend upon the results and
timing of ongoing UWB development efforts and the anticipated growth of our
Semiconductor and Systems businesses. Our future capital requirements will
remain dependent upon  these and other  factors, including
cash flow from operations, maintaining our gross margins at current or increased
levels, continued progress in research and development programs , and our
ability to market our new products successfully.
 
 Summary of Certain
Contractual Obligations as of March 31, 2008
 
 (In
      thousands)<
      1 year
              
              
              1-3
      years
              
              
              3-5
      years
              
              
              TotalCapital
      and operating leases (including interest)
              
              $
              738
              
              
              $
              895
              
              
              $
              -
              
              
              $
              1,633Inventory
      purchase commitments
              
              
              1,046
              
              
              
              -
              
              
              
              -
              
              
              
              1,046Line
      of credit
              
              
              6,461
              
              
              
              -
              
              
              
              -
              
              
              
              6,461Notes
      payable
              
              
              -
              
              
              
              20,800
              
              
              
              -
              
              
              
              20,800Interest
      on  notes payable
              
              
              2,577
              
              
              
              3,506
              
              
              
              -
              
              
              
              6,083$
              10,822
              
              
              $
              25,201
              
              
              $
              -
              
              
              $
              36,023
 
 
 Item 3.
              Quantitative
      and Qualitative Disclosures about Market
Risk
 
 Interest Rate
Risk
 
 At March
31, 2008, we did not hold any short-term investments that would be exposed to
market risk from adverse movements in interest rates.
 
 At March
31, 2008, our outstanding debt obligations consisted of secured notes payable of
$20.8 million – see Note 7, “Borrowings”. A fixed interest rate is applicable to
these debt obligations of 12.0% per annum through September 30, 2008 after which
the rate increases to 15% per annum until maturity (January 1,
2011).
 
 Foreign Currency
Risk
 
 Gains or
losses related to foreign exchange currency transactions were not material for
the periods ended March 31, 2008 and 2007.
 
 Item 4T. Controls and Procedures
 
 Management
of the Company, with the participation of the President and Chief Executive
Officer and the Chief Financial Officer (its principal executive officer and
principal financial officer, respectively), evaluated our disclosure controls
and procedures as of the end of the period covered by this Report. Based on that
evaluation, the President and Chief Executive Officer and the Chief Financial
Officer have concluded that, as of the end of the period covered by this Report,
our disclosure controls and procedures are effective.
 
 There was
no change in our internal control over financial reporting that occurred during
our first quarter of 2008 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.
  22
 Index
  PART
II - OTHER INFORMATION
 
 
 Item 1.
              Legal
      Proceedings
  From time
to time, Focus is party to certain claims and legal proceedings that arise in
the ordinary course of business of which, in the opinion of management, will not
have a material adverse effect on Focus’ financial position or results of
operations.
 
 Item1A.
              Risk
      Factors
  Except as
described below, there have been no material changes to our risk factors
disclosed in our Annual Report on Form 10-K for the year ended December 31,
2007. You should carefully consider the risks identified therein any of which
could materially affect our business, financial condition or future
results.
 
 We
will need to raise additional capital, which may not be available when we need
it.
 
 Historically,
we have met our short- and long-term cash needs through debt issuances, the sale
of common stock or other convertible securities in private placements, because
cash flow from operations has been insufficient to fund our
operations.
 
 We
received gross proceeds of $9.3 million from the issuance of secured notes and
warrants to a group of private investors in February 2008. We received net
proceeds of $6.2 million and $4.9 million from the issuances of common stock to
groups of private investors in February 2007 and September 2007,
respectively. We believe that we will need to raise additional amounts before
September 30, 2008 to continue development and launch commercialization of our
next generation UWB products. The amount necessary will depend upon the results
of ongoing UWB development efforts and our Semiconductor and Systems businesses.
Our future capital requirements will remain dependent upon these and other
factors, including cash flow from operations, maintaining our gross margins at
current or increased  levels, continued progress in research and
development programs, competing technological and market developments, and our
ability to market our new products successfully. There can be no assurance that
additional equity or debt financing, if required, will be available on
acceptable terms or at all. If we are unable to access equity or debt financings
when we need it, our business will be substantially harmed.
 
 Our
future capital raising activities may dilute the ownership of our existing
stockholders.
 
 We may
sell securities in the public and private equity markets if and when conditions
are favorable.  Raising funds through the issuance of common stock
will dilute the ownership of our existing stockholders.  Furthermore,
we may issue common stock, or securities convertible into or exercisable for our
common stock, at prices that represent a substantial discount to the market
price of our common stock, which could result in a decline in the trading price
of our common stock.
 
 Currently
we do not meet the requirements to remain listed on the Nasdaq Capital
Market.  If we are delisted, it could, among other things, decrease the
liquidity of our common stock, limit our ability to raise additional capital and
potentially accelerate the amounts due under our $20.8 million outstanding
principal amount of senior secured notes at the option of the holders of
such notes.
 
 Our
voting common stock is traded on the Nasdaq Capital Market. There are various
quantitative listing requirements for a company to remain listed on the Nasdaq
Capital Market, including maintaining a minimum bid price of $1.00 per share of
common stock and stockholders’ equity of $2.5 million or market capitalization
of at least $35 million. On August 15, 2007, the Nasdaq Stock Market notified us
that for the previous 30 consecutive business days, the bid price of our common
stock had closed below the minimum $1.00 per share price requirement for
continued inclusion under Nasdaq Marketplace Rules. We were initially given
until February 11, 2008 to regain compliance. On February 12, 2008, we were then
advised of an additional six months extension or until August 11, 2008 to attain
compliance with the Nasdaq Capital Market $1.00 minimum bid price rule. At March
31, 2008, we had total stockholders’ deficit of $753,000. If we do not maintain
a market value in our securities of at least $35 million, we would likely
receive an additional notification from the Nasdaq Capital Market that we were
not in compliance with its continued listing criteria.
 
 If we do
not regain compliance with the continued listing requirements within the
allotted compliance period (including the minimum bid price per share and the
market capitalization requirement), including any extensions that may be granted
by the Nasdaq Capital Market, the Nasdaq Capital Market would notify us that our
common stock will be delisted from the Nasdaq Capital Market, eliminating the
only established trading market for our shares. While we would then be entitled
to appeal this determination to a Nasdaq Listing Qualifications Panel and to
request a hearing, if we fail at such hearing in our efforts to retain our
listing, we would be delisted.
  23
 Index
  If we are
delisted from the Nasdaq Capital Market, our shares may be quoted on the OTC
Electronic Bulletin Board or some other quotation medium, such as the pink
sheets, depending on our ability to meet the specific listing requirements of
the specific quotation system and market makers willingness to quote our shares
on either of these mediums. As a result, an investor might find it more
difficult to trade, or to obtain accurate price quotations for, such shares.
Delisting might also reduce our ability to raise capital as well as the
visibility, liquidity, and price of our voting common stock. If our common stock
were not listed on the Nasdaq Capital Market or another established automated
over-the-counter trading market in the United States, all amounts outstanding
under our $20.8 million senior secured notes would become due and payable at the
option of the holders. We do not now have such capital, and we may not have
sufficient resources or access to additional capital at the time such demand is
made, to satisfy those note obligations at the time they would become due, which
would have a material adverse impact on our financial condition and results of
operations.
 
 We
have a significant number of outstanding securities that will dilute existing
stockholders upon conversion or exercise.
  At April
30, 2008, we had 3,161 shares of preferred stock issued and outstanding,
31,255,785 warrants and 5,560,771 options outstanding which are all exercisable
for or convertible into shares of common stock. The 3,161 shares of preferred
stock are convertible into 3,161,000 shares of our voting common stock.
Furthermore, at April 30, 2008, 2,642,771 additional shares of common stock were
available for grant to our employees, officers, directors and consultants under
our current stock option and incentive plans. We also may issue additional
shares in acquisitions. Any additional grant of options under existing or future
plans or issuance of shares in connection with an acquisition will further
dilute existing stockholders.
  Item 2.
              Unregistered
      Sales of Equity Securities and Use of
Proceeds
  On
February 22, 2008, we issued a warrant to Heritage Bank of Commerce, to purchase
75,000 shares of our common stock at a purchase price of $0.80 per share in
connection with its provision of a $6.5 million credit line. The warrant was
issued pursuant to section 4(2) of the Securities Act based on the nature of the
investor and certain representations made to us. The warrant was immediately
exercisable and expires five years from the date of grant
  On March
4, 2008, we issued a warrant to Carl Berg, to purchase 200,000 shares of our
common stock at a purchase price of $0.40 per share in partial consideration of
his extension of a personal guarantee to secure a line of credit for Focus with
Heritage Bank of Commerce. The warrant was issued pursuant to section 4(2) of
the Securities Act based on the nature of the investor and certain
representations made to us. The warrant was immediately exercisable and expires
five years from the date of grant.
  On March
1, 2008, we issued a warrant to FutureWorks, to purchase 60,000 shares of our
common stock at a purchase price of $0.05 per share for public relation
services. The warrant was issued pursuant to section 4(2) of the Securities Act
based on the nature of the investor and certain representations made to us. The
warrant vests over a 10 month period and expires three years from the date of
grant.
  On March
1, 2008, we issued a warrant to John Heilshorn, to purchase 37,500 shares of our
common stock at a purchase price of $0.50 per share for investor relation
services. The warrant was issued pursuant to section 4(2) of the Securities Act
based on the nature of the investor and certain representations made to us. The
warrant vests over a 10 month period and expires three years from the date of
grant.
  On March
1, 2008, we issued a warrant to Keith Lippert, to purchase 37,500 shares of our
common stock at a purchase price of $0.50 per share for investor relation
services. The warrant was issued pursuant to section 4(2) of the Securities Act
based on the nature of the investor and certain representations made to us. The
warrant vests over a 10 month period and expires three years from the date of
grant.
  24
 Index
  On March
4, 2008, we issued a warrant to Marketing by Design, to purchase 33,750 shares
of our common stock at a purchase price of $0.05 per share for marketing
services. The warrant was issued pursuant to section 4(2) of the Securities Act
based on the nature of the investor and certain representations made to us. The
warrant vests over a 10 month period and expires three years from the date of
grant.
  Although
we do not have any publicity announced programs or plans to repurchase our
securities, during the quarter ended March 31, 2008, we repurchased and
aggregate of 63,656 shares of our common stock which were originally issued as
restricted stock under our stock compensation plans for an aggregate purchase
price of $30,000.
  Item 3.
              Defaults
      Upon Senior Securities
  None.
 
 Item
      4.
              Submission of Matters to a Vote
      of Security Holders
  None.
 
 Item 5.
              Other
      Information
  None.
 
 Item 6.
              Exhibits
  4.1
              
              Common
      Stock Purchase Form of Warrant (Ingalls & Snyder), dated February 11,
      2008 (Exhibit to Form 8-K filed with the SEC on February 15, 2008, and
      incorporated herein by reference).4.2
              
              Amended
      and Restated Registration Rights Agreement by and among Focus, the
      Purchasers and Ingalls & Snyder LLC, dated as of February 7, 2008
      (Exhibit to Form 8-K filed with the SEC on February 15, 2008, and
      incorporated herein by reference.)4.3
              
              Warrant
      to Purchase Stock issued to Heritage Bank of Commerce, dated February 22,
      2008 (Exhibit to Form 8-K filed with the SEC on March 6, 2008, and
      incorporated herein by reference).4.4
              
              Common
      Stock Purchase Warrant issued to Carl Berg (in connection with Heritage
      Bank of Commerce), dated March 4, 2008 (Exhibit to Form 8-K filed with the
      SEC on March 6, 2008, and incorporated herein by
    reference).4.5
              
              Piggyback
      Registration Rights Agreement between Focus and Carl E. Berg, dated March
      4, 20084.6
              
              Common
      Stock Purchase Warrant issued to FutureWorks, dated March 1,
      20084.7
              
              Piggyback
      Registration Rights Agreement between Focus and FutureWorks, dated March
      1, 20084.8
              
              Common
      Stock Purchase Warrant issued to Keith Lippert, dated March 1,
      20084.9
              
              Common
      Stock Purchase Warrant issued to John Heilshorn, dated March 1,
      20084.10
              
              Piggyback
      Registration Rights Agreement between Focus and Lippert / Heilshorn, dated
      March 1, 20084.11
              
              Common
      Stock Purchase Warrant issued to Marketing By Design, dated March 1,
      20084.12
              
              Piggyback
      Registration Rights Agreement between Focus and Marketing By Design, dated
      March 1, 20084.13
              
              Amended
      and Restated Senior Secured Note issued to Ingalls and Snyder LLC, dated
      February 11, 2008 (Exhibit to Form 8-K filed with the SEC on February 15,
      2008, and incorporated herein by reference).10.1
              
              Affirmation
      of Guaranty and Security Agreement of October 26, 2000 between Focus and
      Carl Berg, dated February 22, 2008 (Exhibit to Form 10-K/A filed with the
      SEC on April 29, 2008, and incorporated herein by
    reference)10.2
              
              Amended
      and Restated Security Agreement by and among Focus, the Purchasers and
      Ingalls & Snyder LLC, dated as of February 7, 2008 (Exhibit to Form
      8-K filed with the SEC on February 15, 2008, and incorporated herein by
      reference).10.3
              
              Loan
      and Security Agreement between Heritage Bank of Commerce and Focus
      Enhancements, Inc., dated February 22, 2008 (Exhibit to Form 8-K filed
      with the SEC on March 6, 2008, and incorporated herein by
      reference).
  25
 Index
  10.4
              
              Amended
      and Restated Senior Secured Note Agreement by and among Focus and the
      purchasers, dated as of February 7, 2008 (Exhibit to Form 8-K filed with
      the SEC on February 15, 2008, and incorporated herein by
      reference).10.5
              
              Amendment
      No. 2 to Intercreditor Agreement by and among Carl Berg, Greater Bay
      Venture Banking, a division of Greater Bay Bank, N.A., the Purchasers and
      Ingalls & Snyder LLC, dated as of February 7, 2008 (Exhibit to Form
      8-K filed with the SEC on February 15, 2008, and incorporated herein by
      reference).10.6
              
              Amendment
      No. 3 to Intercreditor Agreement among Carl Berg, Heritage Bank of
      Commerce, the Purchasers, Ingalls & Snyder LLC and Thomas O. Boucher,
      Jr., as agent, dated February 22, 2008(Exhibit to Form 10-K/A filed with
      the SEC on April 29, 2008, and incorporated herein by
      reference).10.7
              
              Amended
      and Restated Intercreditor Agreement by and among Carl Berg, the
      Purchasers and Ingalls & Snyder LLC, dated as of February 7, 2008
      (Exhibit to Form 8-K filed with the SEC on February 15, 2008, and
      incorporated herein by reference).31.1
              
              Rule
      13a-14(a) Certification of CEO31.2
              
              Rule
      13a-14(a) Certification of CFO32.1
              
              CEO
      906 Certification32.2
              
              CFO
      906 Certification
 26
 Index
  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, thereunto
duly authorized.
 
 
 May 15,
      2008
              
              Focus Enhancements,
      Inc.Date
              
              
              RegistrantBy:   
      /s/ Brett A.
      MoyerBrett
      A. MoyerChief
      Executive Officer and President(Principal
      Executive Officer)By:   
      /s/  Gary
      L. WilliamsGary
      L. WilliamsExecutive
      Vice President of Finance,Chief
      Financial Officer(Principal
      Accounting Officer)






27