8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 27, 2005

GLOBAL EPOINT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	001-15775	33-0423037
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

339 South Cheryl Lane,

City of Industry, California 91789

(Address of principal executive offices)

(909) 869-1688

(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions.

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

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

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

¨ 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 May 27, 2005, we entered into a non-binding letter of intent to acquire Astrophysics, Inc., a leading designer and manufacturer of X-ray scanning security systems. Pursuant to the letter of intent, we propose to acquire all of the assets, subject to all of the liabilities, of Astrophysics in exchange for $10 million of cash and issuance of our common shares in an amount equal to 50.1% of our issued and outstanding common shares after giving effect to the acquisition of Astrophysics and a proposed $25 million equity financing. Astrophysics will also receive, for no additional consideration, the right to receive additional common shares upon the exercise or conversion of our warrants, stock options and convertible securities that are outstanding as of the close of the transaction. The letter of intent requires us to raise $25 million of capital prior to the close of the Astrophysics acquisition, of which $10 million would be paid to Astrophysics, $10 million would be contributed to the business of Astrophysics and the balance would be applied to our general working capital.

The letter of intent states that prior to entering into a definitive agreement, we shall obtain an opinion from a independent valuation firm that the Astrophysics acquisition, including the $25 million equity financing, is fair from a financial point of view to the stockholders of Global ePoint. The letter of intent also states that the consummation of any acquisition of Astrophysics will require the approval of our stockholders. Pursuant to the letter of intent, Astrophysics has agreed not to solicit, engage in or encourage discussions concerning an acquisition transaction with another party until June 30, 2005. Notwithstanding the exclusivity agreement, neither we nor Astrophysics is obligated to continue any discussions or negotiations regarding a possible transaction or to pursue or enter into any transaction or relationship of any nature with the other party.

Our Chairman of the Board, Mr. John Pan, has loaned to Astrophysics approximately $1.75 million. All principal and interest owed to Mr. Pan is secured by a first priority lien on the assets of Astrophysics. Mr. Pan was previously a controlling shareholder of Astrophysics, however he sold his entire equity interest in the company in 2004.

Upon the execution of the letter of intent, we paid Astrophysics a non-refundable deposit of $500,000. Pursuant to the letter of intent, we have also agreed to loan Astrophysics up to $4.5 million, based on its working capital needs, subject to the execution and delivery of appropriate credit documents. We have agreed to advance $500,000 of the loan immediately following execution and delivery of the credit documents. We expect that all advances to Astrophysics will bear interest at the rate of ten percent (10%) per annum. In addition, we expect to enter into a security agreement with Astrophysics in order to secure its obligations with respect to the above-referenced loan, pursuant to which we will have a second priority lien on all of the assets of Astrophysics. In connection with the security agreement we also intend to enter into a subordination agreement with Astrophysics and the first lien holder, Mr. Pan, pursuant to which we will acknowledge and agree to certain rights and preferences in favor of Mr. Pan as the first lien holder on the assets of Astrophysics.

Subject to the completion of definitive agreements to acquire Astrophysics, we intend to file with the Securities and Exchange Commission a proxy statement, and other relevant documents in connection with the proposed acquisition. Investors and security holders are advised to read the proxy statement regarding the proposed acquisition, if and when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of the proxy statement, if and when available, and other documents filed by us at the Securities and Exchange Commission’s web site at www.sec.gov. The proxy statement and such other documents may be obtained, if and when available, from us by directing such request to Global ePoint, Inc. 339 S. Cheryl Lane, City of Industry, California 91789, Attention: Investor Relations. A description of any interests that our directors and executive officers have in the proposed acquisition is provided above and will be will be available in the proxy statement.

The foregoing description of the Astrophysics acquisition is qualified in its entirety by reference to the letter of intent, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A press release describing the proposed acquisition is attached hereto as Exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation

On May 27, 2005, we entered into a letter of intent with Astrophysics, Inc., pursuant to which we agreed to loan Astrophysics up to $4.5 million, based on its working capital needs, as more fully described in Item 1.01, above.

Item 9.01 Financial Statements and Exhibits

(c) The following exhibits are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.	Description	Method of Filing
10.1	Letter of Intent	Filed electronically herewith
99.1	Press Release	Filed electronically herewith

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.

June 3, 2005	GLOBAL EPOINT, INC.
	/s/ Toresa Lou
	Toresa Lou,
	Chief Executive Officer

EX-10.1

Exhibit 10.1

GLOBAL EPOINT, INC.

339 S. Cheryl Lane

City of Industry, CA 91789

May 27, 2005

Astrophysics, Inc.

21481 Ferrero Parkway

City of Industry, CA 91789

Attention: Francois Zayek, Chief Executive Officer

Re:     Proposed Acquisition of Astrophysics, Inc.

Gentlemen:

This letter is intended to confirm our mutual intent to pursue the proposed purchase by Global ePoint, Inc., a Nevada corporation, or one of its affiliates or subsidiaries, now existing or to be created (“Global”), of Astrophysics, Inc., a California corporation (“Astrophysics”), and to engage in certain related transactions, as more fully described in and subject to the terms and conditions set forth on Exhibit A (the “Term Sheet”) attached to and made a part of this letter, which we refer to as the “Letter of Intent.”

The parties acknowledge and understand that the Term Sheet does not constitute a legally binding obligation or commitment of the parties hereto and that no such legally binding obligation or commitment shall exist unless and until the execution and delivery of definitive and binding agreements by the parties (the “Definitive Agreements”). However, in consideration of the financial expense that has been and will continue to be devoted by the parties to pursuing the proposed transaction, this will confirm that the numbered provisions below, upon execution of this Letter of Intent, will constitute the legal and binding obligations of the parties.

1. The recipient of Confidential Information (as defined below) agrees that from the date of this Letter of Intent it will (i) keep the Confidential Information confidential, (ii) not use Confidential Information of the disclosing party except as is necessary to evaluate the transaction described herein and (iii) not disclose to third parties any of the Confidential Information, unless otherwise required by law or applicable SEC or Nasdaq reporting regulations. The parties acknowledge and agree that Global may publicly announce this Letter of Intent by way of press release and Current Report on Form 8-K filed with the Securities and Exchange Commission, including the filing of the Letter of Intent as an exhibit to such Form 8-K, subject to the approval of content by Astrophysics which shall not be unreasonably withheld. The receiving party may make the Confidential Information available only to its officers, directors, employees, advisors and, in the case of Global, investment bankers and potential investors involved in the proposed Financing (as defined in the Term Sheet) who have a need for such access; provided that the

Astrophysics, Inc.

May 27, 2005

Page 2

receiving party has informed all such persons of the provisions of this Letter of Intent and such persons have agreed in writing to be bound by these terms. The receiving party may make only the minimum number of copies of any Confidential Information required to evaluate the proposed transaction. All proprietary and copyright notices in the original must be affixed to copies or partial copies.

If a recipient of Confidential Information or any of its representatives is required by law (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the recipient shall and shall cause its representatives, as the case may be, to (i) immediately notify the disclosing party of the existence, terms and circumstances surrounding such request, (ii) consult with the disclosing party on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the disclosing party in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained or the disclosing party waives compliance with the provisions hereof, (i) the recipient or its representatives, as the case may be, may disclose only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information, and (ii) the recipient shall not be liable for such disclosure unless disclosure was caused by or resulted from a previous disclosure by the recipient or its representatives that was prohibited by this Letter of Intent.

“Confidential Information” means (i) the existence and terms of this Letter of Intent, the facts and content of all discussions relating to the proposed transaction (including the proposed terms and conditions), the fact the parties have made information available to each other and/or that discussions or negotiations have taken place concerning a possible transaction, and (ii) any information that is furnished orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as “confidential”.

The receiving party shall not be obligated to maintain any information in confidence or refrain from use, if: (a) the information was in the receiving party’s possession or was known to it prior to its receipt from the disclosing party; (b) the information is or becomes public knowledge other than as a result of a disclosure by the receiving party or its representatives in violation of this Letter of Intent; or (c) the information is or becomes rightfully available on an unrestricted basis to the receiving party from a source other than the disclosing party; provided that such source, to the receiving party’s knowledge, is not prohibited from disclosing such information to the receiving party by a contractual, legal or fiduciary obligation to the disclosing party or its representatives.

Within three (3) days of the Termination Date (as defined below), the receiving party shall immediately return to the disclosing party all copies of Confidential Information received by it or its representatives or, if the disclosing party requests, shall immediately destroy all such Confidential Information, and shall certify such destruction to the disclosing party.

Astrophysics, Inc.

May 27, 2005

Page 3

Astrophysics understands that in the course of the discussions regarding the proposed transaction it may come into possession of material non-public information concerning Global under U.S. securities laws and regulations and will not, and will use reasonable commercial efforts to cause its affiliates and personnel to not, effect any purchase or sale of Global’s common stock or effect any transaction involving a derivative security relating to Global’s common stock (including, but not limited to, options, warrants, puts, calls, collars and the like) so long as such person is in possession of or has access to Global material non-public information.

Each party hereto will not, without the written consent of the other party, for a period of two years from the date of this Letter of Intent directly or indirectly solicit for employment any person who is now employed by the other party in an executive or management level position; provided, however, nothing contained herein shall prohibit a party from soliciting or hiring any person provided that such solicitation and hiring results from a general employment solicitation made to the public.

2. Astrophysics agrees that from the date hereof until the earlier of (i) the date the parties mutually agree in writing to terminate this Letter of Intent, or (ii) June 30, 2005 (the earlier to occur of such dates is referred to as the “Termination Date”), Astrophysics will not solicit, initiate discussions, engage in or encourage discussions with, or enter into any agreement with, any party relating to the possible acquisition of Astrophysics (by way of merger, purchase of capital stock, purchase of assets, license, lease or otherwise) or any material portion of its capital stock or assets (collectively, a “Restricted Transaction”) or permit its employees, agents or shareholders to enter into such agreement. Further, in the event that during this period Astrophysics is contacted by any third party expressing an interest in discussing a Restricted Transaction with Astrophysics, Astrophysics will promptly (within one day of receipt) provide Global with the name of the potential acquirer and the terms and conditions of such proposed Restricted Transaction. Each of the parties will use reasonable commercial efforts to complete the acquisition or to terminate it as provided for herein, as promptly as practicable.

3. From the date hereof until either (i) the Termination Date, or (ii) the date that the Definitive Agreements are executed and delivered, Astrophysics will conduct its business in the normal and ordinary course, consistent with prior practices, and will also consult with Global on an on-going basis regarding any proposal to undertake business activities not in the ordinary course.

4. Each party represents and warrants to the other that neither it nor any of its affiliates is a party to and/or bound by any agreement which conflicts with this Letter of Intent or would prevent it from entering into Definitive Agreements upon the terms contemplated by the Term Sheet.

5. Each party acknowledges that a breach by it of its obligations under paragraphs 1 and 2 this Letter of Intent could cause irreparable harm to the other. Accordingly, each acknowledges that the remedy at law for breach of such obligations hereunder could be inadequate and agrees, in the event of a breach or threatened breach by a party of such provisions, that the other party shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate performance hereunder, without the necessity of showing economic loss, and without any bond or other security being required.

Astrophysics, Inc.

May 27, 2005

Page 4

6. Astrophysics represents and warrants that this Letter of Intent, and specifically paragraph 2 herein, has been unanimously approved by the stockholders of Astrophysics.

7. Each of the parties represents and warrants that this Letter of Intent has been approved by its board of directors.

8. This Letter of Intent shall be governed by the laws of the State of California, without giving effect to conflict of law principles. The parties agree that any claim or cause of action arising from or relating to this Letter of Intent and the transactions contemplated hereby shall be subject to the exclusive jurisdiction of the Federal or State courts located in Los Angeles County, California.

9. Upon the signing of this Letter of Intent, Global will provide a nonrefundable deposit to Astrophysics of $500,000 and a bridge loan of $500,000 to Astrophysics upon reasonable and customary terms. On or after June 1, 2005, Astrophysics may request an additional $1,000,000 loan, on the same terms as the initial $500,000 loan, based on its working capital requirements, to be funded by Global within 30 days from its receipt of the request and subject to the execution of the Definitive Agreements; provided, however, if the Definitive Agreements have not been executed by the parties as of June 30, 2005 as the direct result of Global’s failure to use good faith efforts to negotiate and execute the Definitive Agreements, then Global shall be required to fund the $1,000,000 loan in accordance with this Section. On or after the execution of the Definitive Agreements, Astrophysics may request an additional $4,000,000 loan, on the same terms as the initial $500,000 loan, based on its working capital requirements, to be funded by Global within 30 days from its receipt of the request

If you are in agreement with the terms and conditions set forth in this Letter of Intent and the attached Term Sheet and desire to proceed on that basis, please sign this Letter of Intent in the space provided below and return an executed copy to the undersigned no later than 5:00 p.m. (PST) May 31, 2005 or the proposal shall terminate. Upon receiving your signed reply, we will begin the remainder of our due diligence procedures.

Astrophysics, Inc.

May 27, 2005

Page 5

We look forward to concluding a mutually beneficial transaction.

Very truly yours,
GLOBAL EPOINT, INC.
By:	/s/ Owen Lee Barnett
	Owen Lee Barnett, Chairman of the Special Committee of the Board of Directors

Agreed to and accepted this

27th day of May 2005

ASTROPHYSICS, INC.
By:	/s/ Francois Zayek
	Francois Zayek, Chief Executive Officer
cc:	Global Board of Directors

EXHIBIT A TO LETTER OF INTENT

NON-BINDING CONFIDENTIAL TERM SHEET – FOR DISCUSSION PURPOSES ONLY

This term sheet summarizes the principal terms and conditions of the proposed transaction between Global ePoint, Inc. and Astrophysics, Inc. This term sheet is for discussion purposes only and is not intended to create legal rights or obligations. This term sheet does not constitute a binding agreement or commitment of either party and does not address all of the material terms of the proposed transactions, which will only be addressed after all due diligence has been completed and definitive agreements have been executed and delivered by the parties. Capitalized Terms used in this Term Sheet not otherwise defined have the meanings given in the Letter of Intent between Global ePoint, Inc. and Astrophysics, Inc. to which this Term Sheet is an Exhibit.

Transaction Structure	It is presently contemplated that the transaction will be structured as the acquisition by a subsidiary of Global (“Global Sub”) of all of the assets of Astrophysics and the assumption by Global Sub of all of Astrophysics’ liabilities, other than any liabilities specifically excluded by Astrophysics (the “Acquisition”). The parties will discuss the tax implications of this structure and will seek to achieve a tax-free transaction (other than with respect to the $10 million cash “boot” described below). Although the transaction is structured as an asset acquisition, the parties reserve the right to consider alternative structures, including a stock purchase or a merger, based on tax and legal due diligence or other reasons.
Consideration	In consideration for the Acquisition, at the closing of the Acquisition (the “Closing”), Global will deliver the cash and shares of its common stock set forth below:
		•	Cash – Global will deliver $10 million of cash to Astrophysics.
		•	Stock – Global will issue to Astrophysics a number of shares of Global common stock that will provide Astrophysics with 50.1% of the outstanding shares of Global common stock after the consummation of the Acquisition and the Financing.
		•	Rights – Global will issue to Astrophysics the right to receive, for no additional consideration, the number of shares of Global common stock equal to the number of additional shares of common stock that would have been issued to Astrophysics if the outstanding Global common stock at the Closing included the number of shares of common stock that are issued at any time in the future upon exercise or conversion of (i) any warrants, stock options, preferred stock or other securities that are convertible into or exercisable for shares of Global common stock that are outstanding at the Closing (including any warrants or other securities that are convertible into or exercisable for Global common stock issued in the Financing); (ii) Global stock options issued in replacement of Astrophysics options at the Closing; and (iii) 200,000 additional Global stock options.
	The Acquisition would be valued based on a 20-day moving average stock price.
Astrophysics Working Capital	At the Closing, Global will invest in Global Sub $10 million (less the amount of any bridge loans made to Astrophysics in excess of the initial $500,000 loan funded upon execution of the Letter of Intent) for working capital purposes.
Financing	In order to finance the cash consideration for the Acquisition and to provide Global and Astrophysics with additional working capital, Global shall issue not less than $30 million of its equity securities prior to the Closing (the

	“Financing”), inclusive of any equity financings consummated at or about the time of the execution of the Letter of Intent. The $30 million Financing proceeds shall be used as follows: (i) $10 million shall be paid as the cash consideration for the Acquisition as provided above; (2) $10 million shall be provided to Astrophysics for working capital as provided above; and (iii) $10 million shall be retained by Global for working capital purposes. The terms and conditions of the Financing and the purchasers of the Global equity securities shall be acceptable to Astrophysics in its reasonable discretion.
Shareholder Approval	The stockholders of Astrophysics shall approve the Acquisition and Definitive Agreements prior to their execution and delivery by Astrophysics. The Acquisition and Definitive Agreements shall be subject to the approval of the stockholders of Global and Global shall hold a special meeting of stockholders as soon as practicable following the execution of a Definitive Agreement. Astrophysics shall cooperate with Global in Global’s preparation of an appropriate proxy statement (“Proxy Statement”) to be filed with the Securities and Exchange Commission and delivered to Global’s stockholders.
Stock Options; Other Stock Rights	Any outstanding options, warrants or rights to purchase capital stock or other securities of Astrophysics will terminate as of the Closing to the extent that such warrants or other rights have not been exercised prior to the Closing; provided that employee stock options shall be converted into similar options to purchase Global common stock upon terms determined by the parties.
Representations and Warranties; Closing Conditions	Prior to entering into the Definitive Agreements, Global shall have received a fairness opinion from an independent valuation firm that the Acquisition, including the Financing, is fair from a financial point of view to the stockholders of Global. The Definitive Agreements shall include customary representations, warranties and covenants for an acquisition transaction of this nature. Global’s obligation to effect the Closing will be conditioned upon the following: (i) delivery to Global prior to the execution of the Definitive Agreements of two years of audited financial statements for the years ending December 31, 2004, 2003 and 2002 with unqualified audit opinions and the appropriate consents from Astrophysics’ auditors for inclusion of their audit opinions in Global’s SEC filings, (ii) interim unaudited financial statements for the quarter ended March 31, 2005, (iii) the representations and warranties of Astrophysics being true and correct in all material respects, (v) all covenants of Astrophysics having been complied with in all material respects, (vi) applicable regulatory clearance, no injunctions or restraints applicable to the Closing, and no litigation seeking such a result, (vii) requisite stockholder by Global, (viii) no material adverse change with respect to Astrophysics, (ix) the effectiveness of employment agreements, and the continued employment of the Specified Employees and the Retained Employees to be identified by Global and (x) receipt of all material third party consents. Astrophysics’ obligation to effect the Closing will be conditioned upon the following: (i) the terms and conditions of the New Financing shall be acceptable to Astrophysics in its reasonable discretion, (ii) the representations and warranties of Global being true and correct in all material respects, (iii) all covenants of Global having been complied with in all material respects, (iv) applicable regulatory clearance, no injunctions or restraints applicable to the Closing, and no litigation seeking such a result, (v) no material adverse change with respect to Global, (vi) receipt of all material third party consents.

Indemnity	Astrophysics and its stockholders will indemnify Global for claims, damages, costs and expenses related to breaches of representations, warranties and covenants, any litigation claims against Astrophysics, and for other matters agreed to by the parties. Such claims for indemnification arising out of representations and warranties will be subject to a deductible of $700,000 and a cap of $10 million. Claims under $10,000 shall not be reimbursable and shall not count against the deductible or the cap. This indemnity obligation will survive for a period of 15 months after the closing, except that indemnity for breach of Astrophysics’ representations regarding tax matters shall survive for the applicable statute of limitations plus 30 days. If any specific matter is identified in diligence, there may be an adjustment to the indemnity and escrow terms. The indemnity obligations under this paragraph shall terminate if the Astrophysics business generates revenue of $15 million or more on a trailing twelve months basis at any time after the closing of the Acquisition. Global will indemnify Astrophysics for claims, damages, costs and expenses related to breaches of representations, warranties and covenants, any litigation claims against Global, and for other matters agreed to by the parties. Claims for indemnification arising out of representations and warranties will be subject to a deductible of $700,000 and a cap of $10 million. Such claims under $10,000 shall not be reimbursable and shall not count against the deductible or the cap. This indemnity obligation will survive for a period of 15 months after the closing, except that indemnity for breach of Global’s representations regarding tax matters shall survive for the applicable statute of limitations plus 30 days. If any specific matter is identified in diligence, there may be an adjustment to the indemnity and escrow terms.
Operation of the Business	The Definitive Agreements will contain a covenant similar to that set forth in Paragraph 3 of the Letter of Intent, providing that until (i) cessation of discussions between Astrophysics and Global, or (ii) the date of the closing, each of the parties will conduct their respective businesses in the normal and ordinary course, consistent with prior practices, and will also consult with each other on an on-going basis regarding any business activities not undertaken in the ordinary course, including without limitation, any license agreements (other than standard end user license agreements), OEM agreements, “bundling” agreements, or other material contracts into which either party proposes to enter.
Termination Events	(i) By mutual agreement; (ii) by either party if the closing does not occur by August 30, 2005; (iii) by Global if it fails to obtain requisite Global stockholder approval; (iv) by Astrophysics if Global is unable to consummate the Financing on terms and conditions that are acceptable to Astrophysics in its sole discretion; (v) if the Acquisition is enjoined or becomes illegal; (vi) by either party if the other party is in material breach of the Definitive Agreements that is non-curable or is not cured following notice and a reasonable cure period; or (vii) by either party if a material adverse change occurs with respect to the other party.
Exclusivity	The Definitive Agreements will contain an exclusivity covenant similar to that set forth in Paragraph 2 of the Letter of Intent, subject to a standard fiduciary out in the case of Global. Each party will promptly inform the other of any alternative proposals or requests for information, including the identity of the party making such proposal or request, unless such disclosure would violate a currently existing confidentiality agreement.
Timing	Negotiation of final Definitive Agreements, completion of due diligence and receipt of all required Board and Astrophysics, stockholder approvals by June 25, 2005. Signing of Definitive Agreements by June 30, 2005 with closing on such date or as soon thereafter as all conditions to closing are either satisfied or waived. Definitive agreements for the Financing would be negotiated and executed concurrently with the Definitive Agreements for the Acquisition. The Financing will be closed concurrently with the Acquisition.

Fees and Expenses	Global and Astrophysics will each pay their own fees and expenses (including legal, accounting, investment banking and financial advisory fees and expenses) with respect to the proposed transactions.
Global Board of Directors	All members of Global’s board of directors will resign upon the closing and the former Astrophysics stockholders will elect new directors.

EX-99.1

Exhibit 99.1

GLOBAL ePOINT TO ACQUIRE LEADING MANUFACTURER OF

X-RAY SCANNING SYSTEMS

Acquisition of Astrophysics, Inc. Will Expand Portfolio of State-of-the-Art

Security Solutions

CITY OF INDUSTRY, Calif.—(BUSINESS WIRE)—June 3, 2005—Global ePoint, (NASDAQ: GEPT - News), a leading manufacturer of security technologies for the aviation, military, law enforcement, industrial and commercial markets, announced today that it has entered into a non-binding letter of intent to acquire Astrophysics, Inc.(www.astrophysicsinc.com), a leading developer and manufacturer of x-ray scanning security systems. The deal will enable the company to enter the multi billion dollar X-ray security market. The acquisition is subject to customary closing conditions, including satisfactory financing and shareholder approval. Global ePoint expects to finalize the definitive agreement within the next 30 days. The acquisition is expected to be completed in the third quarter.

Under the terms of letter of intent, Astrophysics will receive $10 million in cash and 50.1% of the outstanding Global ePoint common stock and options. Astrophysics has proprietary x-ray scanning technology that can be used for baggage inspection, scanning of air cargo and sea containers to detect explosives and other hazardous materials. Astrophysics introduced its technologically advanced detection systems to the market over two years ago. It has since achieved worldwide acceptance and continuously increases their customer base. Astrophysics has hundreds of installations in numerous countries worldwide.

Astrophysics is developing the next generation of x-ray security detection systems and is working closely with the US Transportation Security Administration to meet anticipated new and more stringent detection requirements for Homeland Defense. In the past, Astrophysics’ founder, Francois Zayek performed numerous research and development projects that received multi-million dollar funding from the FAA and the DOD relating to X-ray imaging and detection.

“The acquisition of Astrophysics marks the next step in our strategy to become a leading security technology company,” said Global ePoint CEO, Toresa Lou. “We are excited to add to our capabilities, not only through Astrophysics’ strong backlog of existing business but also the technology prowess of Astrophysics’ founder, Francios Zayek, who is widely respected in the industry. Global ePoint’s proven design, manufacturing and marketing expertise combined with Astrophysics’ technology will create powerful synergies among our respective customer bases.”

“We are excited to join the Global ePoint team,” said Mr. Zayek. “In just a short period of time, the company has built a solid base of customers in the digital video security marketplace particularly in the airline industry. We expect that there will be significant opportunities to market our technology to their customer base, and that many of our customers could deploy Global ePoint’s digital video security solutions . We look forward to working with the Global ePoint team to further penetrate this rapidly growing market.”

The security market is one of the fastest growing areas of the US economy today. Due to the events of September 11th, 2001, the US Government has increased security spending to secure the ports, borders, and airports on US soil through the Department of Homeland Defense. One of

the major issues facing the country’s homeland defense has been cargo container screening. There are over 200 million cargo containers transported between major seaports around the globe and over 16 million of those containers enter the U.S. Another 118 million passenger vehicles cross the US border annually.

X-ray surveillance technologies and products from companies like Astrophysics are a major weapon for Homeland Security.

Astrophysics delivers turnkey x-ray inspection systems to customers worldwide for use at airports, government buildings, customs, banks, courthouses, hospitals, prisons and many other locations. Astrophysics’ technology teams have developed leading proprietary products in baggage and cargo inspection.

Global ePoint designs, manufactures and markets security products and systems for the aviation, military, law enforcement and industrial markets. It’s contract manufacturing abilities not only provide a cost-advantage in the production of leading security technology products but also a steady stream of reliable revenue to help fund its expansion in to high growth, high technology markets related to security. It’s vertical integration allows it to maintain superior operating efficiencies and to provide cost-advantaged products. For more information please see www.globalepoint.com.

Subject to the completion of definitive agreements to acquire Astrophysics, the Global ePoint intends to file with the Securities and Exchange Commission a proxy statement, and other relevant documents in connection with the proposed acquisition. Investors and security holders are advised to read the proxy statement regarding the proposed acquisition, if and when available, because it will contain important information. Investors and security holders may obtain a free copy of the proxy statement, if and when available, and other documents filed by the company at the Securities and Exchange Commission’s web site at www.sec.gov. The proxy statement and such other documents may be obtained, if and when available, from the company by directing such request to Global ePoint, Inc. 339 S. Cheryl Lane, City of Industry, California 91789, Attention: Investor Relations. A description of any interests that any of Global ePoint’s directors and executive officers have in the proposed acquisition is included in a Current Report on Form 8-K filed with the SEC on June 3, 2005 and will be available in the proxy statement.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to, the risk that Astrophysics transaction may not be completed in 2005, or at all; risks related to the inability to obtain, or meet conditions to the consummation of the transaction, including approval by stockholders of Global ePoint; risks related to any uncertainty surrounding the transaction, and the costs related to the transaction; risks related to the integration of Global ePoint’s recently acquired operations; market acceptance of Global ePoint ‘s products; delays in the introduction of new products; production and/or quality control problems; further approvals of regulatory authorities and the denial, suspension or revocation of certifications and licenses by governmental authorities; and Global ePoint ‘s ability to obtain capital as and when needed. For a discussion of these and other factors which may cause actual events or results to differ from those projected, please refer to the Company’s most

recent annual report on Form 10-KSB and quarterly reports on Form 10-QSB, as well as other subsequent filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

Contact:

      Global ePoint, Inc.

      Toresa Lou, 909-869-1688

      tlou@globalepoint.com

      or

      CEOcast, Inc. for Global ePoint

      Ed Lewis, 212-732-4300

      elewis@ceocast.com