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):  November 22, 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):

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

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

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

o  Pre-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

On November 22, 2005, InfoSonics Corporation (the “Company”) amended its Credit Agreement (the “Credit Agreement”) with Wells Fargo HSBC Trade Bank, N.A. (“Wells Fargo”) to increase the credit limit under the Credit Agreement from $20,000,000 to $25,000,000.  This Credit Agreement expires on October 1, 2006.  Subject to the credit limit, the amount of credit available at any time is the lesser of (a) the sum of the Company’s “Borrowing Base” (defined as an amount equal to 80% of the Company’s eligible domestic accounts receivable and 85% of its eligible foreign insured accounts), plus any outstanding amounts on a related Standby Letters of Credit subfacility from the date of the Amended Credit Agreement through February 28, 2006, or (b) the sum of the Borrowing Base, less the outstanding amounts on the Standby Letters of Credit subfacility from March 1, 2006 and thereafter.  The credit limit for the Standby Letters of Credit subfacility is $5,000,000 and is available to finance the Company’s working capital requirements.

All other terms of the Credit Agreement remain in full force and effect, without waiver or modification.

The description of the amendment to the Credit Agreement above does not purport to be complete and is qualified in its entirety by reference to the First Amendment to Credit Agreement, which is filed as an exhibit to this Current Report.

Item 9.01.  Financial Statements and Exhibits

(c)                   Exhibits.

Exhibit No.	Description
10.1	First Amendment to Credit Agreement by and between InfoSonics Corporation and Wells Fargo HSBC Trade Bank, N.A. entered into on November 22, 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:	November 29, 2005

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 22, 2005 by and between INFOSONICS CORPORATION, a Maryland corporation (“Borrower”), and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).

RECITALS

WHEREAS, Borrower is currently indebted to Trade Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Trade Bank dated as of October 6, 2005, as amended from time to time (“Credit Agreement”).

WHEREAS, Trade Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

I.Article I.  CREDIT FACILITY.  Section 1.2 Credit Extension Limit is hereby deleted in its entirety, and the following substituted therefor:

“1.2  Credit Extension Limit.  The aggregate outstanding amount of all Credit Extensions may at no time exceed the lesser of (a) Twenty-five Million Dollars ($25,000,000) or (b) the sum of Borrowing Base, plus any outstandings on the Standby Letters of Credit subfacility from the date hereof through February 28, 2006, or (c) the sum of Borrowing Base, less any outstandings on the Standby Letters of Credit subfacility from March 1, 2006 and thereafter (“Overall Credit Limit”).  The aggregate outstanding amount of all Credit Extensions outstanding at any time under the Revolving Credit Facility may not excess that amount specified as the “Credit Limit” in the Supplement for the Facility, and the aggregate outstanding amount of all Credit Extensions outstanding at any time under each Subfacilitiy (or any subcategory thereof) may not exceed that amount specified as the “Credit Sublimit” in the Supplement for the Facility.  An amount equal to 100% of each unfunded Credit Extension shall be used in calculating the outstanding amount of Credit Extensions under this Agreement.

The Subfacility of the Revolving Credit Facility is Sandby Letters of Credit.”

II.EXHIBIT B – REVOLVING CREDIT FACILITY SUPPLEMENT shall be deleted in its entirety, and the attached EXHIBIT B – REVOLVING CREDIT FACILITY

SUPPLEMENT, all terms of which are incorporated herein by this reference, shall be substituted therefor.

Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification.  All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment.  This Amendment and the Credit Agreement shall be read together, as one document.

Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

INFOSONICS CORPORATION			WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION
By:	/s/	Joseph Ram	By:	/s/ Dean Yasuda
		Joseph Ram		Dean Yasuda
Title:		Chief Executive Officer	Title:		Vice President