8-K

UNITED STATES
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):  September 29, 2005

InfoSonics Corporation

(Exact name of registrant as specified in its charter)

Maryland	005-79915		33-0599368
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
5880 Pacific Center Blvd., San Diego, CA		92121
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (858) 373-1600
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

InfoSonics Corporation’s (the “Company’s”) line of credit (the “Line of Credit”) with Comerica Bank allows the Company to borrow up to a maximum of $15,000,000 and expires on July 15, 2006.  On September 29, 2005, the Company and Comerica entered into an amendment to the Line of Credit (the “Amended Line of Credit”), that temporarily increased the Company’s credit facility to a maximum of $18,000,000 through October 7, 2005, at which time the credit limit will revert back to $15,000,000.

The Company sought to temporarily increase its credit limit because it had identified an opportunity to purchase additional inventory for distribution at favorable prices and it did not have sufficient available funds on its Line of Credit to take advantage of the opportunity.  All other terms of the Amended Line of Credit remain the same as those of the Line of Credit, except that any daily balance outstanding in excess of $15,000,000 shall bear interest at one-half (0.50%) percentage points above the Amended Line of Credit’s base rate until the indebtedness has been reduced to $15,000,000 or less.  The Amended Line of Credit requires that the outstanding indebtedness be reduced to an amount less than or equal to $15,000,000 on or before October 7, 2005.

Item 9.01.  Financial Statements and Exhibits

(c)Exhibits.

Exhibit No.	Description
10.1	First Modification to Amended and Restated Loan and Security Agreement (Accounts and Receivable) dated September 29, 2005.

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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 hereunto duly authorized.

		InfoSonics Corporation
		/s/ Jeffrey Klausner
		Chief Financial Officer
Dated:	October 5, 2005

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EX-10.1

Exhibit 10.1

FIRST MODIFICATION TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

(ACCOUNTS AND INVENTORY)

This First Modification to Amended and Restated Loan and Security Agreement (Accounts and Inventory) (this “Modification”) is entered into by and between INFOSONICS CORPORATION, a Maryland corporation (“Borrower”), and COMERICA BANK (“Bank”) as of this 29^th day of September 2005.

RECITALS

This Modification is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are acknowledged by the parties to be true and accurate:

Bank and Borrower previously entered into that certain Amended and Restated Loan and Security Agreement (Accounts and inventory) dated August 12, 2005, as may be modified, amended, supplemented or revised from time to time (the “Agreement”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.

AGREEMENT

1.Incorporation by Reference.  The Recitals and the documents referred to therein are incorporated herein by this reference.  Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Note or Agreement.

2.Modification to the Agreement.  The Agreement is hereby modified as set forth below:

A.Subsection 1.11 of the Agreement is hereby amended to provide that commencing September 29, 2005, the Credit Limit is hereby temporarily increased by Three Million and 00/100 Dollars ($3,000,000.00) from Fifteen Million and 00/100 Dollars ($15,000,000.00) to Eighteen Million and 00/100 Dollars ($18,000,000.00), and that effective October 8, 2005 and thereafter the Credit Limit shall revert back to Fifteen Million and 00/100 Dollars ($15,000,000.00).

B.Section 2.2 of the Agreement is hereby amended by adding the following provision to the end of the Section:

“Any daily balance outstanding in excess of $15,000,000 shall bear interest at the Base Rate plus one-half (0.50%) percentage points per annum for the period commencing September 29, 2005 through and including October 7, 2005 or the date which the indebtedness has been reduced to $15,000,000 or less.”

3.Legal Effect.

a.Except as specifically set forth in this Modification, all of the terms and conditions of the Agreement remain in full force and affect.  Except as expressly set forth herein, the execution, delivery and performance of this Modification shall not operate as a waiver of, or as an amendment of, any right, power or remedy of Bank under the Agreement, as in effect prior to the date hereof.  Borrower hereby ratifies and reaffirms the continuing effectiveness of all promissory notes, guarantee, security agreement, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement.

b.Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Modification, and that no Event of Default has occurred and is continuing.

c.The effectiveness of this Modification and each of the documents, instruments and agreements entered into in connection with this Modification is conditioned upon receipt by Bank of this Modification and any other documents which Bank may require to carry out the terms thereof.

4.Miscellaneous Provisions:

a.This is an integrated Modification and supersedes all prior negotiations and agreements regarding the subject matter hereof.  All amendments hereto must be in writing and signed by the parties.

b.This Modification may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have signed as of the date first set forth above.

INFOSONICS CORPORATION		COMERICA BANK
By:	/s/ Joseph Ram	By:	/s/ Tomas Schmidt
Title:			Tomas Schmidt
			Vice President-Western Division

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