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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. __)
MARCH 3, 1998
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(Date of Event Which Requires Filing of this Statement)
FOCUS ENHANCEMENTS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
344159-10-8
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed
/ / Rule 13d - 1(b)
/X/ Rule 13d - 1(c)
/ / Rule 13d - 1(d)
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The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities,
and for any subsequent amendment containing information which could alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 5
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CUSIP No. 344159-10-8 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
JNC Opportunity Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5 SOLE VOTING POWER
NUMBER OF
SHARES 1,419,795
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
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REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,419,795
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,419,795
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2
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12 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 344159-10-8 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Focus Enhancements, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
142 North Road, Sudbury, MA 01776
Item 2(a). Name of Person Filing:
JNC Opportunity Fund Ltd. (the "Fund")
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o Olympia Capital (Cayman) Ltd., c/o Olympia Capital (Bermuda)
Ltd., Williams House, 20 Reid Street, Hamilton HM 11, Bermuda
Item 2(c). Citizenship:
Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share, of the Company
("Common Stock")
Item 2(e). CUSIP Number:
344159-10-8
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership.
(a) Amount beneficially owned:
1,419,795*
(b) Percent of Class:
9.2%
(c) Number of shares as to which such person has:
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(i) Sole power to vote or direct the vote:
1,419,795
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or to direct the disposition
of:
1,419,795
(iv) Shared power to dispose of or direct the disposition
of:
0
*Note to Item 4. On or about March 3, 1998, the Fund acquired from the
Company, for an aggregate purchase price of $3,000,000, (i) 1,092,150 shares
of the Company's Common Stock, and (ii) a warrant (the "Warrant") to acquire
an additional 327,645 shares of Common Stock. The Warrant becomes
exercisable only if the average of the closing bid prices for the Common
Stock on the Nasdaq SmallCap Market for any period of twenty (20) consecutive
trading days is less than or equal to 75% of $3.6625 ($2.7469) at any time
prior to August 25, 1999. To the extent the Warrant becomes exercisable, it
may be exercised at any time and from time to time prior to March 3, 2005.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported By the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of a Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having such purpose
or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: March 11 1998
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/s/
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Neil T. Chau
