EXPLANATORY NOTE

By means of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-129777 (the “Original Registration Statement”), filed by InfoSonics Corporation (the “Registrant”) with the Securities and Exchange Commission on November 17, 2005, the Registrant hereby deregisters an aggregate of 174,102 shares of its common stock, par value $0.001 per share, which were originally registered in connection with shares authorized for issuance under the Registrant’s 2003 Stock Option Plan. The number of deregistered shares includes an aggregate of 90,000 shares previously subject to unexercised stock options granted under the Registrant’s 2003 Stock Option Plan to each of Messrs. Marx, Picow and Waldron. 45,000 shares subject to these options were included in the Reoffer Prospectus portion of the Original Registration Statement. The 174,102 shares now being deregistered will no longer be available for issuance under the 2003 Stock Option Plan. The contents of the Original Registration Statement are incorporated by reference into this Post-Effective Amendment No. 1, except to the extent amended by the foregoing information.

The deregistration of shares is being made in conjunction with the filing of a Form S-8 Registration Statement for shares authorized for issuance under the InfoSonics Corporation 2006 Equity Incentive Plan and also in conjunction with the filing of a Form S-8 Registration Statement for shares issuable upon exercise of options granted pursuant to individual Amended and Restated Stock Option Agreements between InfoSonics Corporation and Messrs. Marx, Picow and Waldron. Pursuant to the terms of the Amended and Restated Stock Option Agreements, such options are granted outside of the 2003 Stock Option Plan but, to the extent not inconsistent with the terms of the Amended and Restated Stock Option Agreements, are subject to the terms of the 2003 Stock Option Plan. Stockholders of the Registrant approved the 2006 Equity Incentive Plan and the stock option grants, as amended, to each of Messrs. Marx, Picow and Waldron at its Annual Meeting of Stockholders held on June 12, 2006.

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