NT 10-K, 2000-03-30
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                            Washington, D.C. 20549
                                  FORM 12b-25

                          Notification Of Late Filing
              Form 10-KSB for Fiscal Year Ended December 31, 1999

   Nothing in this form shall be construed to imply that the Commission has
                  verified any information contained herein.

                        Commission File Number 1-11860


                           FOCUS ENHANCEMENTS, INC.
                (Name of Small Business Issuer in its Charter)
              Delaware                                  04-3186320
       (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)                 Identification No.)

                              600 RESEARCH DRIVE
                        WILMINGTON, MASSACHUSETTS 01887
                   (Address of Principal Executive Offices)
                                (978) 388-5888
               (Issuer's Telephone Number, Including Area Code)

Part II. RULES 12B-25(B) AND (C).

The registrant hereby seeks relief under Rule 12b-25(b) and in support thereof
states that:

     (a)  The reasons for the late filing of the subject report that are
          described in Part III of this form could not be eliminated without
          unreasonable effort or expense; and

     (b)  The subject Annual Report on Form 10-KSB will be filed on or before
          the fifteenth calendar day following the due date.


     FOCUS Enhancements, Inc. (the "Company") is unable to meet its filing
     requirement for the Form 10-KSB for the year ended December 31, 1999,
     without unreasonable effort or expense.  The Company has been informed by
     its independent auditors that additional time is needed to complete the
     audit, the results of which will form the basis for the Company's Form 10-
     KSB and the financial disclosure to be contained therein.  Additional time
     is required for the auditors to obtain from the Company and analyze
     additional financial data and information that are necessary to confirm and
     support the Company's financial statements and related financial
     disclosures as of and for the year ended December 31, 1999 and to review
     management's business plans for 2000.  The additional data and information
     relate principally to the Company's inventory valuation.

     The Company experienced significant delays completing its year-end audit
     principally as a result of a Board of Directors-initiated review of
     financial control issues.  The review not only required the assistance of
     an additional law firm and an additional accounting firm, but also
     adversely affected the Company's human resources. In February and March,
     the Company temporarily lost key personnel who were responsible for
     financial reporting functions in an effort to maintain a sterile
     environment for the review process. This review and the temporary loss of
     personnel delayed the company's ability to finalize its 1999 financial
     statements and related financial disclosures


     (1) Name and telephone number of person to contact in regard to this

         Christopher P. Ricci  (978) 988-5888
         (Name)                (Area Code)(Telephone Number)

     (2) Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 during the preceding 12 months
         been filed?

         (X) Yes                                       ( ) No

     (3) Is it anticipated that any significant change in results of operations
         from the corresponding period for the last year will be reflected by
         the earnings statements to be included in the subject report?

         (X) Yes (see explanation below)           ( ) No

     If so, attach explanation of the anticipated change, both narratively and
     quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made:

     In fiscal year 1998, the Company had a loss $0.78 per share. In fiscal year
     1999, the Company expects that the loss will be significantly less and is
     anticipated that the loss will be approximately $0.06 per share.


     Focus Enhancements, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated: March 29, 2000         By /s/ WILLIAM COLDRICK
                                    William Coldrick
                                    Vice Chairman of the Board


                               AUDITOR'S LETTER

Wolf & Company, P.C.
One International Place
Boston, MA 02109

                                              March 29, 2000

Securities and Exchange Commission
450 Fifth Street, N.S.
Washington, D.C.  20549


This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities and Exchange Act of 1934 and in satisfaction of item (c) of Part
II of Form 12b-25.

We are the independent auditors of Focus Enhancements, Inc. (the "Registrant").
The Registrant has stated in Part III of its filing on Form 12b-25 that it is
unable to timely file, without unreasonable effort or expense, its Annual Report
on Form 10-KSB for the year ended December 31, 1999 because our Firm has not yet
completed our audit of the financial statements of the Registrant for the year
ended December 31, 1999 and is therefore unable to furnish the required opinion
on such financial statements.

We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing as we are still
in the process of obtaining and analyzing evidential matter pertaining to
valuation of the Registrant's inventory and management's business plans for the
fiscal year ending December 31, 2000. Therefore, we have not yet had sufficient
time to complete the auditing procedure which we consider necessary in these

Very truly yours,

/s/ Wolf & Company, P.C.

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