FOCUS ENHANCEMENTS INC
8-K, 1996-06-24
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



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



         Date of Report (Date of earliest event reported): JUNE 18, 1996
                                                           -------------


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



  DELAWARE                                      1-11860               04-3186320
  --------                                      -------               ----------
  
(State or other jurisdiction of incorporation) (Commission         (IRS Employer
                                               File Number)       Identification
                                                                         Number)





         800 WEST CUMMINGS PARK, SUITE 4500, WOBURN, MASSACHUSETTS 01801
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)





        Registrant's telephone number, including Area Code:(617) 938-8088
                                                           --------------





                                 NOT APPLICABLE
                                 --------------
          (Former name or former address, if changed since last report)

                                                        Total number of pages: 3




ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         Not Applicable

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         Not Applicable

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

         Not Applicable

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On June 18, 1996, FOCUS Enhancements,  Inc. (the "Registrant") engaged Wolf
& Company, P.C. as independent  accountants to audit the consolidated  financial
statements of the Registrant for the year ending December 31, 1996. The decision
to engage  Wolf & Company,  P.C.  was  approved  by the Audit  Committee  of the
Registrant's Board of Directors. During the fiscal years ended December 31, 1994
and 1995,  and the  subsequent  interim period prior to the engagement of Wolf &
Company,  P.C., neither the Registrant nor any person on the Registrant's behalf
consulted  Wolf  &  Company,   P.C.  regarding  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of  audit  opinion  that  might be  rendered  on the  Registrant's  consolidated
financial statements,  or any matter that was the subject of a disagreement with
the previous independent  accountants (as defined in paragraph  304(a)(1)(iv) of
Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of
Regulation  S-K), and no written or oral advice  concerning same was provided to
the  Registrant  that was an important  factor  considered by the  Registrant in
making a decision as to any accounting, auditing or financial reporting issue.

ITEM 5.  OTHER EVENTS

         Not Applicable

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

         Not Applicable

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)      Financial statements of business acquired -- none.

         (b)      Pro forma financial information -- none.

         (c)      Exhibits -- none.


                                      -2-



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and 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.


                                                   By: /s/ Jeremiah J. Cole, Jr.
                                                   -----------------------------
                                                       Jeremiah J. Cole, Jr.
                                                       Vice President of Finance

Date:  June 24, 1996



                                      -3-


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