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): ~~June 8~~December 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 5.0103 ~~Entry~~Amendments ~~Into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws

On ~~June 8~~December 27, 2005, we ~~executed~~amended ~~a Secured Promissory Note with Astrophysics, Inc., pursuant to~~ our ~~obligation~~Articles ~~set forth in the Letter~~ of ~~Intent~~Incorporation ~~dated May 27,~~by ~~2005,~~filing ~~between~~an ~~Global~~amendment ~~ePoint and Astrophysics,~~ to ~~loan Astrophysics up to $4.5 million, based on its working capital needs. We advanced $500,000 of~~ the ~~loan~~Certificate ~~immediately following execution and delivery~~ of ~~the~~Designation ~~Note. All advances to Astrophysics under the Note will bear interest at the rate~~ of ~~ten~~Preferences percent (10%) per annum. The loans must be repaid upon the earlier to occur of (i) the execution by Astrophysics of a letter of intent relating to the sale of the assets of Astrophysics to, or the merger of Astrophysics with, a person other than Global ePoint, Inc., (ii) the thirtieth day following the termination of the letter of intent, or definitive agreements, if executed, between Astrophysics and ~~Global~~Rights ~~ePoint (unless the termination is due to the failure~~ of ~~Global~~Series ~~ePoint~~D toConvertible ~~use~~Preferred ~~commercially reasonable efforts to execute definitive agreements or to close the transaction, respectively) or (iii) November 30, 2005~~Stock.

InThe ~~connection~~amendment ~~with~~confirms ~~the~~that ~~execution~~our ofability ~~the~~to ~~Note~~pay dividends on, weor ~~entered~~redeem, ~~into~~the aSeries ~~Security~~D ~~Agreement~~preferred ~~with~~stock ~~Astrophysics~~by ~~that~~issuing ~~secures~~additional ~~its obligations~~shares ~~under~~of ~~the~~our ~~Note~~common bystock ~~granting~~is subject usto acompliance ~~second~~with ~~priority~~the ~~lien~~applicable onrules ~~all~~and regulations of the ~~assets~~Nasdaq ofStock ~~Astrophysics~~Market. WeThe amendment also ~~entered~~provides ~~into~~that awe ~~Subordination~~may ~~Agreement~~not ~~with~~issue ~~Astrophysics~~shares ~~and~~of ~~the~~our ~~first~~common ~~lien~~stock ~~holder,~~to ~~Mr.~~pay ~~John~~dividends ~~Pan~~on, ~~pursuant~~or toredeem, ~~which~~the weSeries ~~acknowledged~~D ~~and agreed~~preferred tostock ~~certain~~if ~~rights~~the ~~and~~effective price ~~preferences~~of inthe ~~favor~~issuance ofwould ~~Mr.~~be ~~Pan~~less asthan the ~~first~~closing ~~lien~~price ~~holder~~of onour ~~the~~common ~~assets~~stock ofon ~~Astrophysics.~~November 7, ~~Unless~~2005, the ~~amounts~~closing ~~due~~date toof ~~Mr.~~the ~~Pan~~Series ~~have~~D ~~been~~transaction. ~~accelerated~~Except oras ~~fully~~described ~~repaid~~above, the ~~Subordination~~Certificate ~~Agreement~~of ~~limits~~Designation ~~our~~for ~~ability to collect on amounts due under~~ the ~~Note~~Series ~~unless~~D wepreferred ~~provide~~stock Mrremains unchanged. ~~Pan with at least 5 days notice.~~

The foregoing description ofdoes ~~the~~not ~~above-referenced~~purport ~~transaction~~to be complete and is qualified in its entirety by reference to the ~~Note,~~Amendment ~~Security~~to ~~Agreement,~~the ~~and~~Certificate ~~Subordination~~of ~~Agreement,~~Designation ~~which~~of ~~are~~Preferences ~~attached~~and ~~hereto~~Rights asof ~~Exhibits~~Series ~~10.1,~~D ~~10.2 and~~Convertible ~~10.3,~~Preferred ~~respectively~~Stock, ~~and~~which ~~all~~is offiled ~~which~~as ~~are~~an exhibit to this report and incorporated herein by reference.

Subject to the completion of definitive agreements to acquire Astrophysics, as further described in the Letter of Intent filed with the Securities and Exchange Commission on June 3, 2005, 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.

Item 2.03 Creation of a Direct Financial Obligation

On June 8, 2005, we entered into a Secured Promissory Note, Security Agreement, and Subordination Agreement with Astrophysics, Inc., in connection with our obligation 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
ExhibitNo.	Description	Method of Filing
10.1	Secured Promissory Note	Filed electronically herewith
3(i).1	Amendment to the Certificate of Designation of Preferences and Rights of Series D Convertible Preferred Stock	Filed electronically herewith
10.2	Security Agreement	Filed electronically herewith
10.3	Subordination Agreement	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 14, 2005	GLOBAL EPOINT, INC.
		GLOBAL EPOINT, INC.
	/s/ Toresa Lou
January 3, 2006		/s/ Toresa Lou
	~~Toresa Lou,~~	Toresa Lou,
	~~Chief Executive Officer~~	Chief Executive Officer

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