8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 --------------


                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                 --------------



       Date of Report (Date of earliest event reported): November 25, 2002



                            FOCUS ENHANCEMENTS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)


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


                       1370 Dell Ave., Campbell, CA       95008
                       -----------------------------      -----
               (Address of principal executive offices) (Zip Code)



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




Item 5. Other Events and Required FD Disclosure

On November 27, 2002, Focus Enhancements, Inc. issued a press release announcing
that it had closed a private  placement of 800,000 shares of FOCUS  Enhancements
common stock for gross  proceeds of $768,000.  The private  placement  closed on
November 25, 2002. Proceeds will be used to fund working capital. vFinance, Inc.
acted as  placement  agent in the  transaction.  A copy of the press  release is
attached hereto as Exhibit 99.1.


Exhibits

Exhibit Number   Description

99.1             Press Release "FOCUS Enhancements Completes Private Placement."




                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



         FOCUS ENHANCEMENTS, INC.




Date:  November 27, 2002                  BY:    /s/ Gary Williams
                                                 ---------------------

                                          Name:      Gary Williams
                                          Title:     Principal Financial Officer
                                                     Vice President of Finance
                                                     & CFO

EX-99.1

                                                                    Exhibit 99.1
FOCUS LOGO


FOR IMMEDIATE RELEASE

Investor Contacts:
FOCUS Enhancements:               IR Agency:
Steve Sheldon                     Kirsten Chapman / Lillian Armstrong
(781) 750-8053                    Lippert / Heilshorn & Associates, Inc.
www.FOCUSinfo.com                 (415) 433-3777
- -----------------



                 FOCUS Enhancements Completes Private Placement

                 Financing Bridges Working Capital Requirements

CAMPBELL, CA. - November 27, 2002 - FOCUS Enhancements,  Inc. (NASDAQ SC: FCSE),
a global leader in video conversion technology,  today announced it has closed a
private placement of 800,000 shares of FOCUS Enhancements common stock for gross
proceeds of $768,000.  Proceeds will be used to fund working  capital  including
anticipated  inventory growth for our  semiconductor  business  beginning in the
first quarter of 2003.

Brett Moyer,  president and CEO of FOCUS  Enhancements,  stated, "In our present
financial circumstance, and fragile capital markets, the Board has determined it
prudent to accept the additional capital from this private placement.  We remain
confident  that FOCUS  Enhancements  will  receive the  initial  chip order from
Microsoft Xbox shortly,  but with the  significant  production  lead times,  the
Board concluded that a modest  increase in our cash balance would  substantially
improve our  financial  flexibility.  These  proceeds are  independent  from the
personal guarantee Mr. Carl Berg, a FOCUS Enhancements director and shareholder,
agreed to provide to secure our initial working capital  requirements  needed to
fund Microsoft Xbox purchase order fulfillment."

About FOCUS Enhancements, Inc.

FOCUS Enhancements,  Inc. (NASDAQ SC: FCSE) is a leading designer of world-class
solutions in advanced, proprietary video technology.  Headquartered in Campbell,
CA, FOCUS  Enhancements  designs,  develops,  and markets video solutions in two
distinct markets: advanced,


proprietary  video  conversion ICs (Integrated  Circuits) and  affordable,  high
quality, digital-video conversion and video production equipment.  Semiconductor
products (ICs) include designs for PCs, Game Cards,  Internet TV, set-top boxes,
Internet appliances, and interactive TV applications, and they are sold directly
to  Original  Equipment  Manufacturers  (OEMs).  FOCUS'  complete  line of video
presentation  and video production  devices are sold globally through  resellers
and  distributors  to the broadcast,  education,  cable,  business,  industrial,
presentation,  Internet, gaming, home video production and Home Theater markets.
More  information on FOCUS  Enhancements  may be obtained from the company's SEC
filings,    or   by   visiting   the   FOCUS    Enhancements    home   page   at
http://www.FOCUSinfo.com.

This press release  contains  forward-looking  statements that involve risks and
uncertainties.  These statements relate to future events or our future financial
performance.  Statements  about  future  results  made  in  this  press  release
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation Reform Act of 1995. These statements are based on current
expectations  and the current  economic  environment.  FOCUS cautions that these
statements are not guarantees of future  performance.  Actual results may differ
materially  from those expressed or implied in the  forward-looking  statements.
Such  statements and any projections are based upon estimates and are inherently
subject to significant economic and competitive uncertainties and contingencies,
many of which are beyond the control of FOCUS.  Important  assumptions and other
factors  could  cause  actual  results  to differ  materially  from those in the
forward-looking  statements,  including  those  specified in the Company's  Form
10-KSB for the year ended  December  31, 2001 and other FOCUS  filings  with the
SEC.




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