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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



-OR-



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 001-15775



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GLOBAL EPOINT, INC.

(Name of small business issuer as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|NEVADA                                                         |  | 33-0423037                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer identification No.)



339 S. Cheryl Lane,
City of Industry, California 91789

(Address of principal executive offices)



(909) 869-1688

(Issuers telephone number)



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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ̈



Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



As of November 9, 2005, there were 14,945,925 shares of Common Stock ($.03 par value) outstanding.



Traditional Small Business Disclosure Format. Yes x    No ̈



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##### Table of Contents

LOGO



GLOBAL EPOINT, INC.

QUARTERLY REPORT ON FORM 10-QSB

FOR THE PERIOD ENDED SEPTEMBER 30, 2005



TABLE OF CONTENTS



|                                                                                                                |  |     
|--------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                |  | Page
|                                                                                                                | 
|Part I. FINANCIAL INFORMATION                                                                                   |  |     
|                                                                                                                | 
|Item 1. Interim Financial Statements (unaudited):                                                               |  |     
|                                                                                                                | 
|Condensed Consolidated Balance Sheet as of September 30, 2005                                                   |  | 1   
|                                                                                                                | 
|Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005 and 2004 |  | 2   
|                                                                                                                | 
|Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004           |  | 3   
|                                                                                                                | 
|Condensed Consolidated Statement of Stockholders Equity for the Nine Months Ended September 30, 2005           |  | 4   
|                                                                                                                | 
|Notes to Condensed Consolidated Financial Statements                                                            |  | 5   
|                                                                                                                | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                   |  | 15  
|                                                                                                                | 
|Item 3.
Controls and Procedures                                                                                 |  | 26  
|                                                                                                                | 
|Part II.
OTHER INFORMATION                                                                                      |  | 28  
|                                                                                                                | 
|Item 6.
Exhibits                                                                                                |  | 28  
|                                                                                                                | 
|SIGNATURES                                                                                                      |  | 29  
|                                                                                                                | 
|EXHIBIT INDEX                                                                                                   |  |     



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##### Table of Contents

GLOBAL EPOINT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)



AS OF SEPTEMBER 30, 2005



|                                                                                                                           |  |   |        |  
|-------------------------------------------------------------------------------------------------------------------------- |  | - | ------ | -
|ASSETS                                                                                                                     |  |   |        |  
|CURRENT ASSETS:                                                                                                            |  |   |        |  
|Accounts receivable, net                                                                                                   |  | $ | 2,838  |  
|Accounts receivable - related parties                                                                                      |  |   | 8,490  |  
|Inventory                                                                                                                  |  |   | 4,921  |  
|Other current assets                                                                                                       |  |   | 562    |  
|                                                                                                                           |  |   |        |  
|Total current assets                                                                                                       |  |   | 16,811 |  
|                                                                                                                           |  |   |        |  
|Property, plant and equipment, net                                                                                         |  |   | 751    |  
|Card dispensing equipment and related parts                                                                                |  |   | 885    |  
|Goodwill                                                                                                                   |  |   | 6,328  |  
|Other intangibles                                                                                                          |  |   | 1,513  |  
|Deposits and other assets                                                                                                  |  |   | 1,973  |  
|                                                                                                                           |  |   |        |  
|Total other assets                                                                                                         |  |   | 11,450 |  
|                                                                                                                           |  |   |        |  
|Total assets                                                                                                               |  | $ | 28,261 |  
|                                                                                                                           |  |   |        |  
|Liabilities and Stockholders equity                                                                                       |  |   |        |  
|Current Liabilities:                                                                                                       |  |   |        |  
|Accounts payable                                                                                                           |  | $ | 2,721  |  
|Accounts payable - related parties                                                                                         |  |   | 10,657 |  
|Accrued expenses                                                                                                           |  |   | 696    |  
|Customer deposits                                                                                                          |  |   | 66     |  
|Due to related parties                                                                                                     |  |   | 296    |  
|Due to stockholder                                                                                                         |  |   | 145    |  
|Loan payable                                                                                                               |  |   | 2,074  |  
|                                                                                                                           |  |   |        |  
|Total current liabilities                                                                                                  |  |   | 16,655 |  
|                                                                                                                           |  |   |        |  
|STOCKHOLDERS EQUITY:                                                                                                      |  |   |        |  
|Preferred stock, no par value, 2,000,000 aggregate shares authorized                                                       |  |   |        |  
|Series B Preferred stock 15,000 shares issued, 15,000 shares outstanding aggregate liquidation preference $1,500,000       |  |   | 1,025  |  
|Series C Preferred stock 1,250,004 shares issued, 1,250,004 shares outstanding aggregate liquidation preference $3,500,000 |  |   | 2,451  |  
|Common stock, $.03 par value, 50,000,000 shares authorized and 13,960,210 shares issued and outstanding                    |  |   | 419    |  
|Paid-in capital                                                                                                            |  |   | 17,607 |  
|Accumulated deficit                                                                                                        |  |   | (9,896 | )
|                                                                                                                           |  |   |        |  
|Total stockholders equity                                                                                                 |  |   | 11,606 |  
|                                                                                                                           |  |   |        |  
|Total liabilities and stockholders equity                                                                                 |  | $ | 28,261 |  
|                                                                                                                           |  |   |        |  



See accompanying notes
to condensed consolidated financial statements.



1



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##### Table of Contents

GLOBAL EPOINT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004



|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|------------------------------------------------ |  | -------------------------- | ------ | - | ------------------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | ------ | -
|                                                 |  | For the three months ended |        |   | For the nine months ended |  
|(Thousands of dollars, except per share amounts) |  | September 30,2005          |        |   | September 30,2004         |   |        | September 30,2005 |  |   | September 30,2004 |  
|Net sales                                        |  | $                          | 9,448  |   |                           | $ | 4,999  |                   |  | $ | 20,100            |   |  | $ | 13,981 |  
|Cost of sales                                    |  |                            | 8,461  |   |                           |   | 3,865  |                   |  |   | 17,142            |   |  |   | 10,805 |  
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Gross profit                                     |  |                            | 987    |   |                           |   | 1,134  |                   |  |   | 2,958             |   |  |   | 3,176  |  
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Operating Expenses:                              |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Selling and marketing                            |  |                            | 746    |   |                           |   | 669    |                   |  |   | 2,377             |   |  |   | 1,757  |  
|General and administrative                       |  |                            | 1,742  |   |                           |   | 1,344  |                   |  |   | 4,696             |   |  |   | 3,687  |  
|Research and development                         |  |                            | 290    |   |                           |   | 275    |                   |  |   | 970               |   |  |   | 781    |  
|Depreciation and amortization                    |  |                            | 102    |   |                           |   | 62     |                   |  |   | 299               |   |  |   | 126    |  
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Total operating expenses                         |  |                            | 2,880  |   |                           |   | 2,350  |                   |  |   | 8,342             |   |  |   | 6,351  |  
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Loss from operations                             |  |                            | (1,893 | ) |                           |   | (1,216 | )                 |  |   | (5,384            | ) |  |   | (3,175 | )
|Other income (expense)                           |  |                            | 19     |   |                           |   | (16    | )                 |  |   | 21                |   |  |   | 122    |  
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Loss before income tax provision                 |  |                            | (1,874 | ) |                           |   | (1,232 | )                 |  |   | (5,363            | ) |  |   | (3,053 | )
|Income tax provision                             |  |                            | 4      |   |                           |   |       |                   |  |   | 17                |   |  |   |       |  
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Net Loss                                         |  |                            | (1,878 | ) |                           |   | (1,232 | )                 |  |   | (5,380            | ) |  |   | (3,053 | )
|Preferred stock dividend                         |  |                            | (590   | ) |                           |   | (658   | )                 |  |   | (1,962            | ) |  |   | (658   | )
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Net Loss applicable to common stockholders       |  | $                          | (2,468 | ) |                           | $ | (1,890 | )                 |  | $ | (7,342            | ) |  | $ | (3,711 | )
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Loss per share - basic                           |  | $                          | (0.19  | ) |                           | $ | (0.17  | )                 |  | $ | (0.58             | ) |  | $ | (0.34  | )
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Loss per share- fully diluted                    |  | $                          | (0.19  | ) |                           | $ | (0.17  | )                 |  | $ | (0.58             | ) |  | $ | (0.34  | )
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  
|Weighted average shares and share equivalents    |  |                            | 13,288 |   |                           |   | 10,882 |                   |  |   | 12,672            |   |  |   | 10,857 |  
|                                                 |  |                            |        |   |                           |   |        |                   |  |   |                   |   |  |   |        |  



See accompanying notes
to condensed consolidated financial statements.



2



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GLOBAL EPOINT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 and 2004



|                                                                                             |  |      |        |   |      |   |        |  
|-------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|(Thousands of dollars)                                                                       |  | 2005 |        |   | 2004 |  
|CASH FLOWS PROVIDED/(USED) BY OPERATING ACTIVITIES:                                          |  |      |        |   |      |   |        |  
|Net loss                                                                                     |  | $    | (5,380 | ) |      | $ | (3,053 | )
|Adjustments to reconcile net loss to net cash flows provided/(used) by operating activities: |  |      |        |   |      |   |        |  
|Depreciation and amortization                                                                |  |      | 299    |   |      |   | 126    |  
|Provision for bad debt                                                                       |  |      | 65     |   |      |   | 63     |  
|Stock based compensation                                                                     |  |      | 131    |   |      |   |       |  
|Increase/(decrease) from changes in:                                                         |  |      |        |   |      |   |        |  
|Accounts receivable                                                                          |  |      | 22     |   |      |   | (2,275 | )
|Accounts receivable - related parties                                                        |  |      | (3,118 | ) |      |   | 1,820  |  
|Inventory                                                                                    |  |      | (1,107 | ) |      |   | 56     |  
|Other current assets                                                                         |  |      | (44    | ) |      |   | (52    | )
|Accounts payable                                                                             |  |      | 374    |   |      |   | 132    |  
|Accounts payable - related parties                                                           |  |      | 3,540  |   |      |   | (604   | )
|Accrued expenses                                                                             |  |      | 24     |   |      |   | 53     |  
|Customer deposits                                                                            |  |      | (59    | ) |      |   | 30     |  
|                                                                                             |  |      |        |   |      |   |        |  
|Net cash used by operating activities                                                        |  |      | (5,253 | ) |      |   | (3,704 | )
|                                                                                             |  |      |        |   |      |   |        |  
|CASH FLOWS USED BY INVESTMENT ACTIVITIES:                                                    |  |      |        |   |      |   |        |  
|Additions to property and equipment                                                          |  |      | (179   | ) |      |   | (564   | )
|Goodwill and other intangibles                                                               |  |      | (195   | ) |      |   | (3,875 | )
|Additions to other assets                                                                    |  |      | (1,412 | ) |      |   | (243   | )
|                                                                                             |  |      |        |   |      |   |        |  
|Net cash used in investing activities                                                        |  |      | (1,786 | ) |      |   | (4,682 | )
|                                                                                             |  |      |        |   |      |   |        |  
|CASH FLOWS PROVIDED/(USED) BY FINANCING ACTIVITIES:                                          |  |      |        |   |      |   |        |  
|Loan payable                                                                                 |  |      | 1,046  |   |      |   | 960    |  
|Borrowings/(Repayments) from related parties                                                 |  |      | (644   | ) |      |   | 850    |  
|Advances from stockholder                                                                    |  |      |       |   |      |   | (9     | )
|Proceeds from exercise of stock options                                                      |  |      | 1,083  |   |      |   | 96     |  
|Net proceeds from preferred stock offering                                                   |  |      | 3,476  |   |      |   | 4,321  |  
|Net proceeds from stock warrants                                                             |  |      | 1,141  |   |      |   | 591    |  
|Preferred stock dividend payments                                                            |  |      |       |   |      |   | (42    | )
|                                                                                             |  |      |        |   |      |   |        |  
|Net cash provided by financing activities                                                    |  |      | 6,102  |   |      |   | 6,767  |  
|                                                                                             |  |      |        |   |      |   |        |  
|NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS                                         |  |      | (937   | ) |      |   | (1,619 | )
|CASH AND CASH EQUIVALENTS, beginning of period                                               |  |      | 937    |   |      |   | 1,644  |  
|                                                                                             |  |      |        |   |      |   |        |  
|CASH AND CASH EQUIVALENTS, end of period                                                     |  | $    | 0      |   |      | $ | 25     |  
|                                                                                             |  |      |        |   |      |   |        |  
|SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:                      |  |      |        |   |      |   |        |  
|Beneficial conversion included in preferred stock dividend                                   |  | $    | 1,962  |   |      | $ | 616    |  
|                                                                                             |  |      |        |   |      |   |        |  



See accompanying notes
to condensed consolidated financial statements.



3



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##### Table of Contents

GLOBAL EPOINT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(UNAUDITED)



FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005



|                                                                          |  |                 |   |  |              |        |            |        |        |        |   |                |  |                    |        |  |                     |        |   |  |   |        |  
|------------------------------------------------------------------------- |  | --------------- | - |  | ------------ | ------ | ---------- | ------ | ------ | ------ | - | -------------- |  | ------------------ | ------ |  | ------------------- | ------ | - |  | - | ------ | -
|                                                                          |  | Preferred Stock |   |  | Common Stock |        | Additional |        |        |        |   | Total          | 
|(Thousands of dollars and shares)                                         |  | Shares          |   |  | Amount       |        |            | Shares |        | Amount |   | Paid inCapital |  | AccumulatedDeficit |        |  | StockholdersEquity |       
|Balances, December 31, 2004                                               |  | 34              |   |  | $            | 2,672  |            |        | 12,123 |        | $ | 363            |  | $                  | 12,635 |  | $                   | (4,517 | ) |  | $ | 11,153 |  
|Common stock issued upon options exercise                                 |  |                |   |  |              |       |            |        | 810    |        |   | 24             |  |                    | 1,059  |  |                     |       |   |  |   | 1,083  |  
|Common stock and option based compensation                                |  |                |   |  |              |       |            |        | 30     |        |   | 1              |  |                    | 130    |  |                     |       |   |  |   | 131    |  
|Series B Preferred stock issued May 20, 2005 net of $146 in related costs |  | 15              |   |  |              | 1,025  |            |        |       |        |   |               |  |                    |       |  |                     | 305    |   |  |   | 1,330  |  
|Series C Preferred stock issued June 8, 2005 net of $237 in related costs |  | 1,250           |   |  |              | 2,451  |            |        |       |        |   |               |  |                    |       |  |                     | 575    |   |  |   | 3,026  |  
|Warrants                                                                  |  |                 |   |  |              |        |            |        |        |        |   |                |  |                    |        |  |                     |        |   |  |   |        |  
|Issued with Series B Preferred Stock offering                             |  |                |   |  |              |       |            |        |       |        |   |               |  |                    | 329    |  |                     |       |   |  |   | 329    |  
|Issued with Series C Preferred Stock offering                             |  |                |   |  |              |       |            |        |       |        |   |               |  |                    | 812    |  |                     |       |   |  |   | 812    |  
|Preferred Stock Conversion                                                |  | (34             | ) |  |              | (2,672 | )          |        | 997    |        |   | 31             |  |                    | 2,642  |  |                     | 1,083  |   |  |   | 1,084  |  
|Net loss from operations                                                  |  |                |   |  |              |       |            |        |       |        |   |               |  |                    |       |  |                     | (5,380 | ) |  |   | (5,380 | )
|Preferred stock dividend                                                  |  |                |   |  |              |       |            |        |       |        |   |               |  |                    |       |  |                     | (1,962 | ) |  |   | (1,962 | )
|                                                                          |  |                 |   |  |              |        |            |        |        |        |   |                |  |                    |        |  |                     |        |   |  |   |        |  
|Balances, September 30, 2005                                              |  | 1,265           |   |  | $            | 3,476  |            |        | 13,960 |        | $ | 419            |  | $                  | 17,607 |  | $                   | (9,896 | ) |  | $ | 11,606 |  
|                                                                          |  |                 |   |  |              |        |            |        |        |        |   |                |  |                    |        |  |                     |        |   |  |   |        |  



See accompanying notes
to condensed consolidated financial statements.



4



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##### Table of Contents

GLOBAL EPOINT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



SEPTEMBER 30, 2005



1. Basis of presentation



The accounting and reporting
policies of Global ePoint, Inc. (Global, or Global ePoint or the Company) conform to accounting principles generally accepted in the United States of America. The condensed consolidated financial statements as of
September 30, 2005 and for the three and nine months ended September 30, 2005 and 2004 are unaudited and do not include all information or footnotes necessary for a complete presentation of financial condition, results of operations and
cash flows. The interim financial statements include all adjustments, consisting only of normal recurring accruals, which in the opinion of management are necessary in order to make the condensed consolidated financial statements not misleading.
These condensed consolidated financial statements should be read in conjunction with the Companys December 31, 2004 audited financial statements, which are included in the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2004. The results of operations for the three and nine months ended September 30, 2005 are not necessarily indicative of the results to be expected for the year ending December 31, 2005.



2. Summary of significant accounting policies



Nature of business Global ePoint, Inc. was incorporated under the laws of the state
of Nevada in March 1990 and is now headquartered in the City of Industry, California. The primary areas of our business are operated from three divisions: our digital technology division, aviation division and our contract manufacturing division.
Our digital technology division designs and markets digital video technology primarily for surveillance systems. Our aviation division provides surveillance and safety products and other electrical applications to the airline industry. Our contract
manufacturing division manufactures customized computing systems and digital video recorders for industrial, business and consumer markets, with the capability of specialized, custom-manufacture of other electronic products and systems.



Principles of consolidation The accompanying condensed consolidated financial
statements include 100% of the accounts of the Company and its wholly-owned subsidiaries, McDigit, which was incorporated under the laws of the state of California in November 2002, Best Logic LLC (Best Logic), which was organized in
California in November 2000, and Global Telephony, which was incorporated under the laws of Nevada in 2001, and are collectively referred to as the Company in these condensed consolidated financial statements. All significant
inter-company balances and transactions have been eliminated.



Merger and
basis of presentation On August 8, 2003, Global ePoint, McDigit, and Best Logic completed a reverse acquisition (the Merger) where the prior owner of McDigit and Best Logic received approximately 50.1% ownership
interest of Global ePoint in the transaction. Under reverse acquisition accounting, Global ePoint continues as the acquiring legal entity, but the historical financial statements of Global ePoint include only those of McDigit and Best Logic prior to
the Merger date, and those of the combination of all the companies subsequent to the Merger date. Additionally, the assets of the Perpetual division of Next Venture, Inc. d/b/a Sierra Group and the flight support business of Greenick, Inc. d/b/a
AirWorks, Inc. were acquired in April 2004 (see footnote 9).



Accounting for
stock options Global ePoint has adopted the disclosure-only provisions for employee stock options under SFAS No. 123. Accordingly, no compensation cost has been recognized for employee stock option plans under the intrinsic-value method
prescribed by APB No. 25 and related interpretations. Had compensation for Global ePoints other three stock option plans been determined based on the fair value at the grant date for awards, Global ePoints net loss and loss per
share would have increased to the pro forma amounts indicated below for the three and nine months ended September 30 (in thousands, except per share amounts):



|                                                                                                     |  |                                        |        |   |                                       |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ------ | - | ------------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                     |  | For the three monthsended September 30 |        |   | For the nine monthsended September 30 |  
|                                                                                                     |  | 2005                                   |        |   | 2004                                  |   |        | 2005 |  |   | 2004   |  
|As reported, net loss attributable to common stockholders                                            |  | $                                      | (2,468 | ) |                                       | $ | (1,890 | )    |  | $ | (7,342 | ) |  | $ | (3,711 | )
|Stock-based employee compensation determined under the fair value method, net of related tax effects |  |                                        |       |   |                                       |   |       |      |  |   |       |   |  |   | (112   | )
|                                                                                                     |  |                                        |        |   |                                       |   |        |      |  |   |        |   |  |   |        |  
|Pro forma                                                                                            |  | $                                      | (2,468 | ) |                                       | $ | (1,890 | )    |  | $ | (7,342 | ) |  | $ | (3,823 | )
|                                                                                                     |  |                                        |        |   |                                       |   |        |      |  |   |        |   |  |   |        |  
|Loss per common share, basic and fully diluted:                                                      |  |                                        |        |   |                                       |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                                                          |  | $                                      | (0.19  | ) |                                       | $ | (0.17  | )    |  | $ | (0.58  | ) |  | $ | (0.34  | )
|Pro forma                                                                                            |  | $                                      | (0.19  | ) |                                       | $ | (0.17  | )    |  | $ | (0.58  | ) |  | $ | (0.34  | )



5



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##### Table of Contents

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised
2004), Share-Based Payment, which is a revision of FASB Statement No. 123,Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25,Accounting for Stock Issued to Employees, and amends FASB
Statement No. 95,Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statements based on their fair values beginning with fiscal years beginning after December 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under
SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123(R), the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for
compensation cost and the transition method to be used at date of adoption. The permitted transition methods include either retrospective or prospective adoption. Under the retrospective option, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options at the beginning of the first quarter of adoption of SFAS No. 123(R), while the
retrospective methods would record compensation expense for all unvested stock options beginning with the first period presented. The Company is currently evaluating the requirements of SFAS No. 123(R) and expects that adoption of SFAS
No. 123(R) will have a material impact on the Companys consolidated financial position and consolidated results of operations. The Company has not yet determined the method of adoption or the effect of adopting SFAS No. 123(R), and
it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.



3. Inventories



Inventories consisted of the following as of September 30, 2005 (in thousands):



|                                                                  |  |   |      
|----------------------------------------------------------------- |  | - | -----
|Computer component parts                                          |  | $ | 2,182
|Video and data recording component parts                          |  |   | 1,672
|Cockpit door surveillance system and wire harness component parts |  |   | 1,067
|                                                                  |  |   |      
|Total                                                             |  | $ | 4,921
|                                                                  |  |   |      



4. Property and equipment



Property and equipment consisted of the following as of
September 30, 2005 (in thousands):



|                                |  |   |       |  
|------------------------------- |  | - | ----- | -
|Furniture and equipment         |  | $ | 374   |  
|Computer equipment and software |  |   | 286   |  
|Building improvements           |  |   | 407   |  
|Tooling and demo units          |  |   | 34    |  
|Vehicles                        |  |   | 30    |  
|                                |  |   |       |  
|Totals                          |  |   | 1,131 |  
|Less accumulated depreciation   |  |   | (380  | )
|                                |  |   |       |  
|Property and equipment, net     |  | $ | 751   |  
|                                |  |   |       |  



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5. Goodwill and Intangible Assets



As of September 30, 2005 the net amount of $7.8 million of goodwill and intangible assets represented 28% of total assets. Goodwill
represents the excess of costs over fair value of assets of businesses acquired. We adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, as of January 1, 2002. Goodwill and intangible assets acquired in a
purchase combination determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets
with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived
Assets.



The Company has accumulated a total of $6.3 million of goodwill;
$3.2 million resulted from the Merger, $2.8 million from the asset acquisition of Airworks and $.3 million from the asset purchase of Perpetual. The goodwill arising from the Merger, in August 2003, and the Airworks and Perpetual acquisitions, in
April 2004, have been subject to their annual impairment test. Application of the discounted cash flow methodology to management assumptions did not identify any impairment to the Merger goodwill. Management has reviewed the remaining accumulated
goodwill. No impairment to goodwill was identified therefore there was no loss charged to operations for 2005 or 2004. We continually monitor for any potential indicators of impairment of goodwill and intangible assets and we have determined that no
such indicators have arisen to date. Any impairment loss could have a material adverse impact on our financial condition and results of operations.



6. Business concentrations



Sales and purchases For the three months ended September 30, 2005 and 2004, three customers accounted for 84% and 61% of the Companys sales,
respectively. For the nine months ended September 30, 2005 and 2004, three customers, respectively, accounted for 66% and 61% of the Companys sales, respectively, and 77% of the accounts receivable as of September 30, 2005 and 2004,
respectively. For the three months ended September 30, 2005 and 2004, four vendors, accounted for 78% and 42% of the Companys purchases, respectively. For the nine months ended September 30, 2005 and 2004, four vendors accounted for
65% and 47% of the Companys purchases, respectively and 66% and 85% of the accounts payable as of September 30, 2005 and 2004, respectively. A substantial amount of sales and purchase transactions are conducted with related parties, as
discussed in Note 7.



7. Related party transactions



Pre-Merger Loans Mr. John Pan, the Companys Chairman, Chief Financial
Officer and principal stockholder, made pre-Merger advances to McDigit amounting to approximately $341,000, of which $196,000 was repaid during 2003. All of the loans relate to pre-Merger activities. As of September 30, 2005, the remaining
balance on these loans was $145,000. The loans are unsecured and, currently, payable on demand. However, the Company intends to replace these loans with convertible promissory notes with an interest rate and other terms subject to Board approval.



Rent agreement Mr. John Pan, the Companys Chairman, Chief
Financial Officer and principal stockholder, leases a facility to the Company and to Avatar Technologies, Inc. (Avatar), a Related Party (as defined below). Facility rental costs, including additional square footage to accommodate more
offices for administrative staff, equipment for production and assembly, and warehouse space, totaled $320,000 and $355,000 for the nine months ended September 30, 2005 and 2004, respectively. Rental costs for manufacturing and assembly
equipment were approximately $21,000 and $64,000 for the three and nine months ended September 30, 2005 and 2004.



Other arrangements The Company had various sales and purchase transactions with companies that are owned or controlled by the Companys Chairman, Chief
Financial Officer and principal stockholder, Mr. John Pan (Related Parties). Those types of transactions occurred with the Related Parties prior to the completion of the Merger and have continued subsequent to the Merger, although
there can be no assurances that these arrangements will continue given that the Related Parties are not obligated to continue dealing with the Company. Substantially all of our related party transactions are through our contract manufacturing
division. One of those transactions, a subcontracted purchase order, allowed the Company to manufacture computers for distribution into Latin America through one of the Related Parties. Another ongoing transaction allows the Company to use Related
Parties to globally source computer components for the Companys manufacturing business. The Related Parties can generally purchase components in greater quantity than the Company can on its own and thereby can provide the Company with more
favorable pricing due to volume discounts.



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The outstanding balances due from and to Related Parties as of September 30, 2005 were as follows:





|                                                   |  |                         |       
|-------------------------------------------------- |  | ----------------------- | ------
|(Thousands of dollars)                             |  | As of September 30,2005
|Balances due from Related Parties were as follows: |  |                         |       
|(B) (100% owned by CFO/Chairman)                   |  |                         | 7,506 
|(C) (100% owned by CFO/Chairman)                   |  |                         | 38    
|(D) (95% owned by CFO/Chairman)                    |  |                         | 946   
|                                                   |  |                         |       
|Total                                              |  | $                       | 8,490 
|                                                   |  |                         |       
|Balances due to Related Parties were as follows:   |  |                         |       
|(B) (100% owned by CFO/Chairman)                   |  |                         | 2,208 
|(C) (100% owned by CFO/Chairman)                   |  |                         |      
|(D) (95% owned by CFO/Chairman)                    |  |                         | 8,745 
|                                                   |  |                         |       
|Total                                              |  | $                       | 10,953
|                                                   |  |                         |       



|                                                        |  |                                        |       |                                       |   |       |  |      |       |  |   |      
|------------------------------------------------------- |  | -------------------------------------- | ----- | ------------------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                                                        |  | For the three monthsended September 30 |       | For the nine monthsended September 30
|(Thousands of dollars)                                  |  | 2005                                   |       | 2004                                  |   | 2005  |  | 2004
|Product purchases from Related Parties were as follows: |  |                                        |       |                                       |   |       |  |      |       |  |   |      
|(B) (100% owned by CFO/Chairman)                        |  |                                        | 4,779 |                                       |   | 160   |  |      | 6,024 |  |   | 548  
|(C) (100% owned by CFO/Chairman)                        |  |                                        |      |                                       |   | 1     |  |      |      |  |   | 5    
|(D) (95% owned by CFO/Chairman)                         |  |                                        | 1,442 |                                       |   | 720   |  |      | 2,725 |  |   | 2,765
|                                                        |  |                                        |       |                                       |   |       |  |      |       |  |   |      
|Total                                                   |  | $                                      | 6,221 |                                       | $ | 881   |  | $    | 8,749 |  | $ | 3,318
|                                                        |  |                                        |       |                                       |   |       |  |      |       |  |   |      
|Product sales to Related Parties were as follows:       |  |                                        |       |                                       |   |       |  |      |       |  |   |      
|(B) (100% owned by CFO/Chairman)                        |  |                                        | 6,662 |                                       |   | 1,479 |  |      | 9,307 |  |   | 4,027
|(C) (100% owned by CFO/Chairman)                        |  |                                        |      |                                       |   | 9     |  |      |      |  |   | 18   
|(D) (95% owned by CFO/Chairman)                         |  |                                        | 3     |                                       |   | 45    |  |      | 164   |  |   | 312  
|                                                        |  |                                        |       |                                       |   |       |  |      |       |  |   |      
|Total                                                   |  | $                                      | 6,665 |                                       | $ | 1,533 |  | $    | 9,471 |  | $ | 4,357
|                                                        |  |                                        |       |                                       |   |       |  |      |       |  |   |      



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8. Basic and fully diluted per share calculation



Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share requires presentation of
basic earnings per share and dilutive earnings per share.



The computation of
basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share gives the effect to all dilutive potential common
shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on losses.



The computations for basic and fully diluted loss per share are as follows
(in thousands, except per share amounts):



|                                               |  |                 |        |   |                                    |        |                 |   |       |  
|---------------------------------------------- |  | --------------- | ------ | - | ---------------------------------- | ------ | --------------- | - | ----- | -
|                                               |  | Loss(Numerator) |        |   | WeightedAverageShares(Denominator) |        | Per-shareAmount |  
|For the three months ended September 30, 2005: |  |                 |        |   |                                    |        |                 |   |       |  
|Basic and fully diluted loss per share         |  |                 |        |   |                                    |        |                 |   |       |  
|Loss available to common stockholders          |  | $               | (2,468 | ) |                                    | 13,288 |                 | $ | (0.19 | )
|                                               |  |                 |       
|For the nine months ended September 30, 2005:  |  |                 |        |   |                                    |        |                 |   |       |  
|Basic and fully diluted loss per share         |  |                 |        |   |                                    |        |                 |   |       |  
|Loss available to common stockholders          |  | $               | (7,342 | ) |                                    | 12,672 |                 | $ | (0.58 | )
|                                               |  |                 |       
|For the three months ended September 30, 2004: |  |                 |        |   |                                    |        |                 |   |       |  
|Basic and fully diluted loss per share         |  |                 |        |   |                                    |        |                 |   |       |  
|Loss available to common stockholders          |  | $               | (1,890 | ) |                                    | 10,882 |                 | $ | (0.17 | )
|                                               |  |                 |       
|For the nine months ended September 30, 2004:  |  |                 |        |   |                                    |        |                 |   |       |  
|Basic and fully diluted income per share       |  |                 |        |   |                                    |        |                 |   |       |  
|Income available to common stockholders        |  | $               | (3,711 | ) |                                    | 10,857 |                 | $ | (0.34 | )



9. Pending and Completed
Acquisitions



On April 5, 2004, the Company and Next Venture, Inc.
d/b/a Sierra Group, a California corporation (Next Venture) executed an Asset Purchase Agreement. Pursuant to that agreement the Company purchased substantially all of the assets used in Next Ventures Perpetual digital division
(Perpetual), including intellectual property and ongoing supply agreements. Perpetual is a systems integrator and supplier of digital video recording systems for commercial and industrial security surveillance. In consideration for the
assets, the Company paid $353,000 in cash. In addition to the cash, the Company agreed to forgive the collection of an account receivable from Next Venture in the amount of approximately $152,000. The Company was subject to a contingency payment of
up to $2,750,000 in Common Stock, subject to the acquired operations achieving certain sales targets in the 12-month period following the closing of the acquisition. The sales targets were not met and no contingent payment is due or payable. There
can be no assurance that this acquisition will be successfully integrated into the Companys operations.



On April 26, 2004, the Company acquired certain assets from Insolvency Services Group, Inc. (ISG), which had acquired those assets from Greenick, Inc. d/b/a AirWorks, Inc. (AirWorks)
pursuant to a general assignment. This assignment by AirWorks to ISG was part of an assignment for the benefit of creditors of AirWorks. Pursuant to the assignment from ISG, the Company acquired AirWorks flight support business including
aircraft electronic and communications assets and operations, including intellectual property, and contracts and purchase orders from major aircraft manufacturers. In consideration for the assets, the Company paid a total of approximately $3.3
million in cash, approximately $2.3 million of which was paid at closing and an additional $1 million was paid in June 2004. In addition to the purchase price the Company paid approximately $200,000 in acquisition costs and $346,000 relating to
subsequent amendments to the asset purchase agreement. The Company was subject to a contingency payment of up to $3,000,000 in cash for the assets subject to the



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attainment of certain financial performance benchmarks. The performance benchmarks were not attained therefore no contingent payment is due or payable.



The following table summarizes the estimated fair values of the assets
acquired at the date of acquisition (dollars in thousands).



|                          |  |          |       |           |   |       |  |   |      
|------------------------- |  | -------- | ----- | --------- | - | ----- |  | - | -----
|                          |  | Airworks |       | Perpetual |   | Total
|Current assets            |  | $        | 194   |           | $ | 221   |  | $ | 415  
|Plant and equipment       |  |          | 206   |           |   |      |  |   | 206  
|Intangible assets         |  |          | 550   |           |   |      |  |   | 550  
|Goodwill                  |  |          | 2,896 |           |   | 284   |  |   | 3,180
|                          |  |          |       |           |   |       |  |   |      
|Total assets acquired     |  |          | 3,846 |           |   | 505   |  |   | 4,351
|                          |  |          |       |           |   |       |  |   |      
|Current liabilities       |  |          |      |           |   |      |  |   |     
|Long term debt            |  |          |      |           |   |      |  |   |     
|                          |  |          |       |           |   |       |  |   |      
|Total liabilities assumed |  |          |      |           |   |      |  |   |     
|                          |  |          |       |           |   |       |  |   |      
|Net assets acquired       |  | $        | 3,846 |           | $ | 505   |  | $ | 4,351
|                          |  |          |       |           |   |       |  |   |      



The $550,000 of acquired intangible
assets was assigned to the Supplemental Type Certificates (STC) with a useful life of approximately five years. These certificates are required by the FAA to install equipment into aircraft. The goodwill was assigned to the aviation and digital
technology segments in the amounts of $2.896 million and $284,000.



The
following selected financial data reflects consolidated pro forma information as if the acquisition of Airworks had occurred January 1, 2004.



|                                                 |  |                                |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------ |  | ------------------------------ | ------ | - | ----------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                 |  | Three Months EndedSeptember 30 |        |   | Nine months endedSeptember 30 |  
|(Thousands of dollars, except per share amounts) |  | 2005                           |        |   | 2004                          |   |        | 2005 |  |   | 2004   |  
|Pro Forma Consolidated Net Sales                 |  | $                              | 9,448  |   |                               | $ | 4,999  |      |  | $ | 20,100 |   |  | $ | 14,612 |  
|Pro Forma Net Loss                               |  |                                | (2,468 | ) |                               |   | (1,890 | )    |  |   | (7,342 | ) |  |   | (4,078 | )
|Loss per share:                                  |  |                                |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted, pro forma                     |  | $                              | (0.19  | ) |                               | $ | (0.17  | )    |  | $ | (0.58  | ) |  | $ | (0.38  | )



On May 27, 2005, the Company
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, the Company proposes to acquire all of the assets, subject to all of
the liabilities, of Astrophysics in exchange for $10 million of cash and issuance of the Companys common shares in an amount equal to 50.1% of the 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 the Companys warrants, stock options and convertible
securities that are outstanding as of the close of the transaction. The letter of intent requires the Company 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 general working capital.



Upon the execution of the letter of intent, the Company paid Astrophysics a non-refundable deposit of $500,000 and loaned Astrophysics $500,000. The loan to Astrophysics
bears interest at the rate of ten percent (10%) per annum. In addition, the Company entered into a security agreement with Astrophysics in order to secure its obligations with respect to the above-referenced loan, pursuant to which the Company
has a second priority lien on all of the assets of Astrophysics. In connection with the security agreement the Company also entered into a subordination agreement with Astrophysics and the first lien holder, the Companys Chairman of the Board,
Mr. John Pan, pursuant to which the Company acknowledged and agreed to



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certain rights and preferences in favor of Mr. Pan as the first lien holder on the assets of Astrophysics. Mr. 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.



The letter of intent states that prior to
entering into a definitive agreement, the Company 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 the Companys stockholders. Notwithstanding the exclusivity agreement, neither the Company 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. The parties have been engaged in negotiations regarding the terms
of the definitive agreement for the acquisition. However, the parties have reached an impasse and it is currently uncertain whether the parties will be able to reach a definitive agreement. The Company is continuing its discussions with Astrophysics
in the hope of resolving the impasse. However, there can be no assurance the parties will reach a definitive agreement concerning the Companys acquisition of Astrophysics.



Subject to the completion of definitive agreements to acquire Astrophysics, the Company 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: Paul Goodson, Vice President,
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.



10. Segment reporting



The Company operates in three business segments; marketing, developing and distributing
advanced digital technology products related to digital video, audio and data transmission and recording products (digital technology), flight support business including aircraft electronics and communications systems (aviation) and the assembly and
distribution of computer systems, digital video recorders and computer related components (contract manufacturing). The Corporate category primarily relates to activities associated with income and expense of non-core continuing business of the
pre-merged public entity. The Company evaluates segment performance based on income from operations and total assets. All inter-company transactions between segments have been eliminated. Information with respect to the Companys operating
(loss) income by segment is as follows:



For the three months ended
September 30, 2005





|                                      |  |                   |       |   |          |   |       |                       |  |   |           |   |  |       |       |   |  |   |        |  
|------------------------------------- |  | ----------------- | ----- | - | -------- | - | ----- | --------------------- |  | - | --------- | - |  | ----- | ----- | - |  | - | ------ | -
|($ in thousands)                      |  | DigitalTechnology |       |   | Aviation |   |       | ContractManufacturing |  |   | Corporate |   |  | Total |      
|Net Sales                             |  | $                 | 224   |   |          | $ | 707   |                       |  | $ | 8,517     |   |  | $     |      |   |  | $ | 9,448  |  
|Cost of sales                         |  |                   | 154   |   |          |   | 450   |                       |  |   | 7,857     |   |  |       |      |   |  |   | 8,461  |  
|                                      |  |                   |       |   |          |   |       |                       |  |   |           |   |  |       |       |   |  |   |        |  
|Gross profit                          |  |                   | 70    |   |          |   | 257   |                       |  |   | 660       |   |  |       |      |   |  |   | 987    |  
|Operating Expenses                    |  |                   | 878   |   |          |   | 561   |                       |  |   | 742       |   |  |       | 699   |   |  |   | 2,880  |  
|                                      |  |                   |       |   |          |   |       |                       |  |   |           |   |  |       |       |   |  |   |        |  
|Income (loss) from operations         |  |                   | (808  | ) |          |   | (304  | )                     |  |   | (82       | ) |  |       | (699  | ) |  |   | (1,893 | )
|Other income (expense)                |  |                   | 1     |   |          |   |      |                       |  |   | 2         |   |  |       | 16    |   |  |   | 19     |  
|                                      |  |                   |       |   |          |   |       |                       |  |   |           |   |  |       |       |   |  |   |        |  
|Income/(Loss) from operations         |  | $                 | (807  | ) |          | $ | (304  | )                     |  | $ | (80       | ) |  | $     | (683  | ) |  | $ | (1,874 | )
|                                      |  |                   |       |   |          |   |       |                       |  |   |           |   |  |       |       |   |  |   |        |  
|Total assets as of September 30, 2005 |  | $                 | 3,761 |   |          | $ | 6,210 |                       |  | $ | 12,495    |   |  | $     | 5,795 |   |  | $ | 28,261 |  
|                                      |  |                   |       |   |          |   |       |                       |  |   |           |   |  |       |       |   |  |   |        |  



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|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|--------------------------------------------- |  | ----------------- | ------ | - | -------- | - | ------ | --------------------- |  | - | --------- | - |  | ----- | ------ | - |  | - | ------ | -
|For the three months ended September 30, 2004 |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                              |  |                   |        |   |         
|                                              |  | DigitalTechnology |        |   | Aviation |   |        | ContractManufacturing |  |   | Corporate |   |  | Total |       
|Net Sales                                     |  | $                 | 447    |   |          | $ | 946    |                       |  | $ | 3,606     |   |  | $     |       |   |  | $ | 4,999  |  
|Cost of sales                                 |  |                   | 280    |   |          |   | 627    |                       |  |   | 2,958     |   |  |       |       |   |  |   | 3,865  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Gross profit                                  |  |                   | 167    |   |          |   | 319    |                       |  |   | 648       |   |  |       |       |   |  |   | 1,134  |  
|Operating Expenses                            |  |                   | 768    |   |          |   | 627    |                       |  |   | 584       |   |  |       | 371    |   |  |   | 2,350  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income (loss) from operations                 |  |                   | (601   | ) |          |   | (308   | )                     |  |   | 64        |   |  |       | (371   | ) |  |   | (1,216 | )
|Other income (expense)                        |  |                   | (18    | ) |          |   |       |                       |  |   | 2         |   |  |       |       |   |  |   | (16    | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income/(Loss) from operations                 |  | $                 | (619   | ) |          | $ | (308   | )                     |  | $ | 66        |   |  | $     | (371   | ) |  | $ | (1,232 | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Total assets as of September 30, 2004         |  | $                 | 2,699  |   |          | $ | 5,197  |                       |  | $ | 6,726     |   |  | $     | 4,742  |   |  | $ | 19,364 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                              |  |                   |        |   |         
|For the nine months ended September 30, 2005  |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                              |  |                   |        |   |         
|                                              |  | DigitalTechnology |        |   | Aviation |   |        | ContractManufacturing |  |   | Corporate |   |  | Total |       
|Net Sales                                     |  | $                 | 966    |   |          | $ | 1,493  |                       |  | $ | 17,641    |   |  | $     |       |   |  | $ | 20,100 |  
|Cost of sales                                 |  |                   | 649    |   |          |   | 1,060  |                       |  |   | 15,433    |   |  |       |       |   |  |   | 17,142 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Gross profit                                  |  |                   | 317    |   |          |   | 433    |                       |  |   | 2,208     |   |  |       |       |   |  |   | 2,958  |  
|Operating Expenses                            |  |                   | 2,752  |   |          |   | 1,634  |                       |  |   | 2,202     |   |  |       | 1,754  |   |  |   | 8,342  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income (loss) from operations                 |  |                   | (2,435 | ) |          |   | (1,201 | )                     |  |   | 6         |   |  |       | (1,754 | ) |  |   | (5,384 | )
|Other income (expense)                        |  |                   | 4      |   |          |   |       |                       |  |   | 1         |   |  |       | 16     |   |  |   | 21     |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income/(Loss) from operations                 |  | $                 | (2,431 | ) |          | $ | (1,201 | )                     |  | $ | 7         |   |  | $     | (1,738 | ) |  | $ | (5,363 | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Total assets as of September 30, 2005         |  | $                 | 3,761  |   |          | $ | 6,210  |                       |  | $ | 12,495    |   |  | $     | 5,795  |   |  | $ | 28,261 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                              |  |                   |        |   |         
|For the nine months ended September 30, 2004  |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                              |  |                   |        |   |         
|                                              |  | DigitalTechnology |        |   | Aviation |   |        | ContractManufacturing |  |   | Corporate |   |  | Total |       
|Net Sales                                     |  | $                 | 727    |   |          | $ | 1,605  |                       |  | $ | 11,649    |   |  | $     |       |   |  | $ | 13,981 |  
|Cost of sales                                 |  |                   | 459    |   |          |   | 1,029  |                       |  |   | 9,317     |   |  |       |       |   |  |   | 10,805 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Gross profit                                  |  |                   | 268    |   |          |   | 576    |                       |  |   | 2,332     |   |  |       |       |   |  |   | 3,176  |  
|Operating Expenses                            |  |                   | 1,935  |   |          |   | 1,155  |                       |  |   | 2,198     |   |  |       | 1,063  |   |  |   | 6,351  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income (loss) from operations                 |  |                   | (1,667 | ) |          |   | (579   | )                     |  |   | 134       |   |  |       | (1,063 | ) |  |   | (3,175 | )
|Other income (expense)                        |  |                   | (20    | ) |          |   |       |                       |  |   | (3        | ) |  |       | 145    |   |  |   | 122    |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income/(Loss) from operations                 |  | $                 | (1,687 | ) |          | $ | (579   | )                     |  | $ | 131       |   |  | $     | (918   | ) |  | $ | (3,053 | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Total assets as of September 30, 2004         |  | $                 | 2,699  |   |          | $ | 5,197  |                       |  | $ | 6,726     |   |  | $     | 4,742  |   |  | $ | 19,364 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  



11. Preferred Stock and Common
Stock Warrants



Series A Preferred Stock



On August 5, 2004, Global ePoint, Inc. completed the private placement sale of
convertible preferred stock and common stock purchase warrants to three equity funds managed by M.A.G. Capital, LLC, formerly known as Mercator Advisory Group, LLC, of Los Angeles, California. The gross proceeds from the transaction were $5.5
million. Related issuance costs of $.6 million resulted in net proceeds of $4.89 million. The preferred stock is initially convertible into common shares at $4.55 per share. In the event of any conversions of the preferred stock after the
120thday from the closing date, if the market



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price of the Companys common stock is less than $4.76 per share, then the conversion price applicable to that particular conversion shall be adjusted
to a price that shall equal eighty-five percent (85%) of the market price on such conversion date; provided, that, in no event shall the adjusted conversion price be less than $3.00 per share. The Series A preferred stock had a $5.5 million
liquidation preference at issuance. As of September 30, 2005, the holders of the Series A preferred stock had converted all of their preferred shares into common shares. The conversion of the Series A preferred stock resulted in a beneficial
conversion of $2.1 million of which $492,000 and $590,000 was incurred in the first and third quarter of 2005, respectively, and the remaining $1 million was incurred in 2004. The beneficial conversion is treated as a non-cash preferred stock
dividend.



Series B Preferred Stock



On May 20, 2005, the Company completed the private placement sale of convertible
preferred stock and common stock purchase warrants to three equity funds managed by M.A.G. Capital, LLC. The gross proceeds from the transaction were $1.5 million. Related issuance costs of approximately $146,000 resulted in net proceeds of
approximately $1.35 million. The preferred stock is convertible into common shares at $2.80 per share. The Company also sold to the investors warrants to pursuant to an aggregate of 267,857 common shares at an exercise price of $3.50 per share over
a three year period. In accordance with applicable accounting guidelines, management allocated the net proceeds based on the relative fair values of the equity instruments. Management used the Black Scholes model to compute the fair value of the
warrants assuming 85.6% volatility and 3.72% risk free rate which resulted in a $353,000 fair value for the 267,857 warrants issued. The warrants have an exercise price $3.50 per share. The remaining $1.1 million was allocated to the Series B
preferred stock resulting in an effective conversion price for the embedded options contained within the Series B preferred stock of $2.06 per share. The effective conversion price resulted in the embedded options being in-the-money at issuance
creating a $305,000 beneficial conversion to the holders of the Series B preferred stock. The beneficial conversion is treated as a non-cash preferred stock dividend.



Series C Preferred Stock



On June 8, 2005, the Company completed the private placement sale to ten institutional investors of units consisting of shares of Series C Convertible Preferred
Stock and warrants to purchase shares of common stock for aggregate gross proceeds of $3.5 million. Related issuance costs of approximately $237,000 resulted in net proceeds of approximately $3.3 million. Pursuant to the Securities Purchase
Agreement, the Company collectively issued to the investors 1,250,004 shares of Series C preferred stock at a price of $2.80 per share. The Series C preferred stock is convertible into shares of common stock at $2.80 per share. The Company also
granted to the investors warrants to purchase 625,004 shares of common stock over a three year period at an exercise price of $3.50 per share. The $3.50 per share purchase price, the conversion ratio of the Series C preferred stock, and the exercise
price of the warrants are not subject to adjustment, except for standard anti-dilution relating to stock splits, combinations and the like. In accordance with applicable accounting guidelines, management allocated the net proceeds based on the
relative fair values of the equity instruments. Management used the Black Scholes model to compute the fair value of the warrants assuming 85.6% volatility and 3.60% risk free rate which resulted in an $869,000 fair value for the 687,504 warrants
issued. The warrants have an exercise price $3.50 per share. The remaining $2.4 million was allocated to the Series C preferred stock resulting in an effective conversion price for the embedded options contained within the Series C preferred stock
of $2.10 per share. The effective conversion price resulted in the embedded options being in-the-money at issuance creating a $575,000 beneficial conversion to the holders of the Series C preferred stock. The beneficial conversion is treated as a
non-cash preferred stock dividend.



Holders of the Series C preferred stock are
entitled to receive dividends in the amount of six percent (6%) per annum, payable semiannually starting December 31, 2005. The dividends may be paid in cash or, at the Companys option, in shares of its common stock. The accrued
dividend amounts to approximately $65 thousand as of September 30, 2005. The Company must redeem the Series C preferred stock beginning in March 2006, at a rate of 1/30th of the outstanding shares per month. The redemption price is equal to the
purchase price of the shares being redeemed, plus all related accrued and unpaid dividends and is payable in cash or, at the Companys option, shares of its common stock. In addition, the Company may choose to redeem the Series C preferred
stock at any time at a price equal to 105% of the purchase price, plus all related accrued and unpaid dividends. In accordance with SFAS No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity the Series C preferred stock has been classified as equity. The rights of the holders of the Series C preferred stock are senior to the rights of the holders of the Series B preferred stock, and junior to the rights of the holders of
the Series A preferred stock.



12. Other Financing Transactions



On March 9, 2005, the Companys wholly-owned subsidiary, Best
Logic, LLC, entered into a loan agreement with Far East National Bank pursuant to which the bank has agreed to loan Best Logic up to $1,000,000. Pursuant to a promissory note, dated March 9, 2005, executed in connection with the loan agreement,
interest on the outstanding principal balance of the



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loan will accrue at a variable rate equal to the lenders prime rate plus 1%. The initial interest rate is 6.5% per annum, subject to change each
time the lenders prime rate changes. Interest is payable monthly with all outstanding principal and accrued and unpaid interest due and payable in full on March 15, 2006. As of November 2005, a total of $1,000,000 has been advanced to
Best Logic pursuant to the loan agreement.



In connection with the loan
agreement, and as collateral for the loan, Best Logic executed a security agreement granting Far East National Bank a security interest in certain assets of Best Logic, including all inventory, accounts, equipment and general intangibles. In
addition, the loan is secured by a personal guaranty executed by John Pan, the Companys Chairman and Chief Financial Officer.



13. Subsequent Events



In October, 2005 the Company received notice from two of the Series C preferred stock holders to convert 75,000 preferred shares into common stock. Based on the conversion formula as described in the Certificate of
Designations of Preferences and Rights of Series C Convertible Preferred Stock, the Series C preferred stock has been converted into 75,000 of the Companys common shares.



On October 28, 2005 the Company received notice from the Series B preferred stock holders to convert all 15,000 preferred shares into
common stock. Based on the conversion formula as described in the Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock, all of the Series B preferred stock has been converted into 535,714 of the
Companys common shares.



On November 7, 2005 the Company completed
the sale of its Series D convertible preferred stock and warrants to purchase common stock to certain institutional investors for gross proceeds to the Company of $6 million. The shares of Series D Preferred Stock are convertible into shares of the
Companys common stock at the rate of $4.16 per share. The Company also issued warrants to purchase 721,157 shares of the Companys common stock at $4.33 per share. Neither the $4.16 per share conversion price in the Series D Preferred
Stock nor the exercise price of the warrants are subject to adjustment, except for standard anti-dilution relating stock splits, combinations and the like. Holders of the Series D Preferred Stock are entitled to receive dividends in the amount of
six percent (6%) per year. The dividends may be paid in cash or, at the Companys option, in shares of its common stock. In addition, the Company is required to begin redeeming the Series D Preferred Stock in August 2006. The redemption
price may be paid in cash, or, at the Companys option, in shares of its common stock, and will be equal to the purchase price of the shares being redeemed, plus all related accrued and unpaid dividends. The Company also granted the investors
the right to purchase, during the 90 business days following the registration of the common shares underlying the Series D Preferred Stock, 1,442,311 additional shares of common stock at the purchase price of $5.25 per share along with warrants to
purchase 721,157 shares of the Companys common stock at $6.00 per share. The Company has the right to redeem the Series D Preferred Stock at a price equal to 105% of the purchase price of the shares of Series D Preferred Stock. The Company has
agreed to file a registration statement to register the common stock underlying the Series D Preferred Stock and warrants. H.C. Wainwright & Co., Inc. acted as placement agent for the transaction.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



OVERVIEW



Our operations currently consist of three divisions:



| |  |  | digital technologyfocusing on designing, developing, manufacturing, and distributing complete secure network digital video systems and total solutions for law enforcement,
military, homeland security, commercial, industrial, and consumer markets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | aviation primarily providing surveillance and safety products and aircraft modification products and services to the commercial airline industry; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | contract manufacturing and sales of digital video recorders and customized computing systems for the commercial, industrial, and consumer sectors.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



We acquired the assets of the Perpetual division of Next Venture, Inc. d/b/a Sierra Group
and the flight support business of Greenick, Inc. d/b/a AirWorks, Inc in April 2004. The Perpetual business is a systems integrator and supplier of digital video recording systems for commercial and industrial security surveillance and is part of
our digital technology division. The Airworks business provides digital video surveillance solutions to the aircraft industry as well as other electronic and aircraft maintenance solutions and is part of our aviation division. The goal of these
acquisitions is to enhance our digital technology based product lines to expand our presence within the homeland security marketplace.



Our business strategy includes developing a full line of high value security products deploying the latest technologies. We have spent significant resources with our
research and development team developing a base platform for our security surveillance product line. Using this platform we hired additional offshore specialty engineers to supplement our existing core research and development team to enable faster,
cost effective product development focused on security application solutions. We have launched the first phase of our new digital video recorder product line, a four channel mobile digital video recorder and have begun marketing the product through
several channels.



To implement planned technology advances and new product
development, we continue to focus resources on new, proprietary digital compression technology, Internet protocol applications, and database management applications. We believe these elements are keys to developing the secure network digital video
technology that is expected to drive the development of our next generation of digital video surveillance products. High-end software for intelligent management of data transmitted from secure digital video networks is also planned as a component of
our total digital video technology solutions. Our strategy is to use our research and development expertise to create new proprietary technologies for digital video applications, and also seek to create intellectual properties for contract
manufacturing customers, thereby enabling us to engage in both original equipment manufacturing and original design manufacturing.



We believe our competitive advantages in parts and components pricing, quality control, just-in-time production capabilities, customer service, and scalable production
processes will support a planned extension of the operations of our contract manufacturing divisionprimarily the manufacture of specialized, custom-designed computers for industrial and commercial useto include designing and
manufacturing a broad range of products and systems, including digital video technology products. We intend to leverage our current contract manufacturing facilities to generate production-cost efficiencies for our digital video technology division.



RESULTS OF OPERATIONS  COMBINED



The following is a schedule showing the combined operations for our digital technology,
aviation and contract manufacturing divisions, with a corporate category primarily relating to activities associated with income and expense of non-core continuing business of the pre-reverse-acquisition company, as well as general overall corporate
expenses.



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For the three months ended September 30, 2005



|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|--------------------------------------------- |  | ----------------- | ------ | - | -------- | - | ------ | --------------------- |  | - | --------- | - |  | ----- | ------ | - |  | - | ------ | -
|($ in thousands)                              |  | DigitalTechnology |        |   | Aviation |   |        | ContractManufacturing |  |   | Corporate |   |  | Total |       
|Net Sales                                     |  | $                 | 224    |   |          | $ | 707    |                       |  | $ | 8,517     |   |  | $     |       |   |  | $ | 9,448  |  
|Cost of sales                                 |  |                   | 154    |   |          |   | 450    |                       |  |   | 7,857     |   |  |       |       |   |  |   | 8,461  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Gross profit                                  |  |                   | 70     |   |          |   | 257    |                       |  |   | 660       |   |  |       |       |   |  |   | 987    |  
|Operating Expenses                            |  |                   | 878    |   |          |   | 561    |                       |  |   | 742       |   |  |       | 699    |   |  |   | 2,880  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income (loss) from operations                 |  |                   | (808   | ) |          |   | (304   | )                     |  |   | (82       | ) |  |       | (699   | ) |  |   | (1,893 | )
|Other income (expense)                        |  |                   | 1      |   |          |   |       |                       |  |   | 2         |   |  |       | 16     |   |  |   | 19     |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income/(Loss) from operations                 |  | $                 | (807   | ) |          | $ | (304   | )                     |  | $ | (80       | ) |  | $     | (683   | ) |  | $ | (1,874 | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Total assets as of September 30, 2005         |  | $                 | 3,761  |   |          | $ | 6,210  |                       |  | $ | 12,495    |   |  | $     | 5,795  |   |  | $ | 28,261 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                             
|For the three months ended September 30, 2004 | 
|                                              |  | DigitalTechnology |        |   | Aviation |   |        | ContractManufacturing |  |   | Corporate |   |  | Total |       
|Net Sales                                     |  | $                 | 447    |   |          | $ | 946    |                       |  | $ | 3,606     |   |  | $     |       |   |  | $ | 4,999  |  
|Cost of sales                                 |  |                   | 280    |   |          |   | 627    |                       |  |   | 2,958     |   |  |       |       |   |  |   | 3,865  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Gross profit                                  |  |                   | 167    |   |          |   | 319    |                       |  |   | 648       |   |  |       |       |   |  |   | 1,134  |  
|Operating Expenses                            |  |                   | 768    |   |          |   | 627    |                       |  |   | 584       |   |  |       | 371    |   |  |   | 2,350  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income (loss) from operations                 |  |                   | (601   | ) |          |   | (308   | )                     |  |   | 64        |   |  |       | (371   | ) |  |   | (1,216 | )
|Other income (expense)                        |  |                   | (18    | ) |          |   |       |                       |  |   | 2         |   |  |       |       |   |  |   | (16    | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income/(Loss) from operations                 |  | $                 | (619   | ) |          | $ | (308   | )                     |  | $ | 66        |   |  | $     | (371   | ) |  | $ | (1,232 | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Total assets as of September 30, 2004         |  | $                 | 2,699  |   |          | $ | 5,197  |                       |  | $ | 6,726     |   |  | $     | 4,742  |   |  | $ | 19,364 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                             
|For the nine months ended September 30, 2005  | 
|                                              |  | DigitalTechnology |        |   | Aviation |   |        | ContractManufacturing |  |   | Corporate |   |  | Total |       
|Net Sales                                     |  | $                 | 966    |   |          | $ | 1,493  |                       |  | $ | 17,641    |   |  | $     |       |   |  | $ | 20,100 |  
|Cost of sales                                 |  |                   | 649    |   |          |   | 1,060  |                       |  |   | 15,433    |   |  |       |       |   |  |   | 17,142 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Gross profit                                  |  |                   | 317    |   |          |   | 433    |                       |  |   | 2,208     |   |  |       |       |   |  |   | 2,958  |  
|Operating Expenses                            |  |                   | 2,752  |   |          |   | 1,634  |                       |  |   | 2,202     |   |  |       | 1,754  |   |  |   | 8,342  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income (loss) from operations                 |  |                   | (2,435 | ) |          |   | (1,201 | )                     |  |   | 6         |   |  |       | (1,754 | ) |  |   | (5,384 | )
|Other income (expense)                        |  |                   | 4      |   |          |   |       |                       |  |   | 1         |   |  |       | 16     |   |  |   | 21     |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income/(Loss) from operations                 |  | $                 | (2,431 | ) |          | $ | (1,201 | )                     |  | $ | 7         |   |  | $     | (1,738 | ) |  | $ | (5,363 | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Total assets as of September 30, 2005         |  | $                 | 3,761  |   |          | $ | 6,210  |                       |  | $ | 12,495    |   |  | $     | 5,795  |   |  | $ | 28,261 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|                                             
|For the nine months ended September 30, 2004  | 
|                                              |  | DigitalTechnology |        |   | Aviation |   |        | ContractManufacturing |  |   | Corporate |   |  | Total |       
|Net Sales                                     |  | $                 | 727    |   |          | $ | 1,605  |                       |  | $ | 11,649    |   |  | $     |       |   |  | $ | 13,981 |  
|Cost of sales                                 |  |                   | 459    |   |          |   | 1,029  |                       |  |   | 9,317     |   |  |       |       |   |  |   | 10,805 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Gross profit                                  |  |                   | 268    |   |          |   | 576    |                       |  |   | 2,332     |   |  |       |       |   |  |   | 3,176  |  
|Operating Expenses                            |  |                   | 1,935  |   |          |   | 1,155  |                       |  |   | 2,198     |   |  |       | 1,063  |   |  |   | 6,351  |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income (loss) from operations                 |  |                   | (1,667 | ) |          |   | (579   | )                     |  |   | 134       |   |  |       | (1,063 | ) |  |   | (3,175 | )
|Other income (expense)                        |  |                   | (20    | ) |          |   |       |                       |  |   | (3        | ) |  |       | 145    |   |  |   | 122    |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Income/(Loss) from operations                 |  | $                 | (1,687 | ) |          | $ | (579   | )                     |  | $ | 131       |   |  | $     | (918   | ) |  | $ | (3,053 | )
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  
|Total assets as of September 30, 2004         |  | $                 | 2,699  |   |          | $ | 5,197  |                       |  | $ | 6,726     |   |  | $     | 4,742  |   |  | $ | 19,364 |  
|                                              |  |                   |        |   |          |   |        |                       |  |   |           |   |  |       |        |   |  |   |        |  



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RESULTS OF OPERATIONS  DIGITAL TECHNOLOGY DIVISION



We formed our digital technology division to focus on the development of digital products
and technologies for law enforcement, commercial and industrial security applications. On April 6, 2004, we acquired the assets of the Perpetual division of Next Venture, Inc. to continue the build out of product offerings within the commercial
and industrial security marketplace.



In the fourth quarter of 2004 we launched
the new Perpetual Digital product line of digital video surveillance security products to be marketed through wholesale distribution. We have initiated an advertising campaign to generate brand awareness for our Perpetual Digital products. We intend
to expand our advertising and promotional campaigns to continue the development of the Perpetual Digital brand and gain market acceptance for our product line.



Our mobile digital products are currently targeting law enforcement, commercial/industrial and military applications. Digital technology offers considerable advantages
over the analog tape technology currently in use by some police departments, and we believe our products offer major advantages over competing digital systems. For example, our wireless technology automatically uploads recordings into the police
departments central computer when the officer returns the patrol car to the station. This feature avoids having the officer handle recording disks or devices, thereby preserving the integrity of valuable trial evidence. Our products have been
adopted by several local police departments and are currently being evaluated by a number of other law enforcement customers, including a pilot program involving 6 patrol cars operated by the Chicago Police Department, but have not generated
significant revenues to date. We believe, the same advantages of digital technology, and our products in particular, are relevant in other mobile applications, including fire trucks, ambulances, mass transit, on-highway shipping and package
delivery, and in other applications. We believe that the recent terrorist attacks on subway systems will result in government mandates for the installation of surveillance systems, although such mandates have not yet materialized and we have not yet
penetrated these markets.



We are also developing additional stationary
applications for our digital surveillance technology within the retail, commercial/industrial sectors, and in other markets. We believe that demand in many of these markets will be driven by government mandates to install surveillance systems for
anti-terrorism or law enforcement measures, or as a result of cost savings available to business owners arising out of theft or loss reduction, lower insurance premiums, or other savings. In the banking sector, for example, a mandate has recently
been passed in Mexico requiring digital surveillance systems to be installed in all bank branches, with monitoring at a central location. We believe that new markets will be available for our digital surveillance products in support of homeland
security initiatives. Such new markets may include oil refineries, chemical plants, nuclear power plants, electric power transmission lines, oil, gas, chemical and water pipelines, and other critical facilities. We are also developing products for
retail establishments, manufacturing facilities, commercial locations, and small businesses. We believe the commercial and industrial sector to be a multi-billion dollar annual market that may provide us with an excellent growth opportunity.



The division is in its early stages of growth, and continues to concentrate on
developing and acquiring new products and technologies with an emphasis on security applications to target these high growth, high margin markets. The developmental nature of this division requires that we make investments in new products, staffing
our sales team and other parts of the organization, establishing our distribution channels, building relationships with customers and potential customers, marketing our products, and other investments. As such, our financial results continued to
show losses in the third quarter of 2005 and may continue to do so in future quarters.



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For the Three Months Ended September 30, 2005 Compared to September 30, 2004



Revenues for the three months ended September 30, 2005 totaled $224,000 compared to
$447,000 for the three months ended September 30, 2004. Gross margins for the quarter ended September 2005 were 30.9% compared to 37.2% in the quarter ended September 2004. The decline in revenues is the result of a decline in sales to one of
our major customers. We are currently refining our product offerings and recruiting key management and sales personnel to continue with the strategic initiatives for the division and move forward with our digital video surveillance product
offerings.



Research and development costs increased to $290,000 for the three
months ended September 30, 2005 from approximately $275,000 for the same three month period of 2004. The increase is due to an increase in departmental administrative expenses.



Selling expenses increased $96,000 for the three months ended September 30, 2005 to $321,000 from $225,000 for the same period of the
prior year. The increase is primarily due to the addition of the Perpetual Digital product line beginning in the fourth quarter of 2004 which required an additional $54,000 for sales personnel and related costs, $11,000 for travel and entertainment
expenses and $22,000 for advertising and promotion in the third quarter of 2005 compared to the third quarter of 2004



General and administrative expenses totaled $237,000 for the three months ended September 30, 2005 compared to $259,000 for the three month period ended
September 30, 2004. The reduction is primarily due to decline in outsourced personnel recruitment costs of $25,000 in the third quarter of 2005 from third quarter of 2004.



The decline in revenue along with costs related to the expansion of our sales force and our increased investment in R&D both of which
are intended to position the Digital Surveillance division to capture important market opportunities in the future, resulted in a loss of $812,000 for the digital technology division for the quarter ended September 2005 compared to a loss of
$619,000 for the quarter ended September 2004. Our investment in research and development has resulted in the launch of the first phase of our new digital video recorder product line, a four channel mobile digital video recorder and we have begun
marketing the product through several channels.



For the Nine Months Ended
September 30, 2005 Compared to September 30, 2004



Revenues for
the nine months ended September 30, 2005 totaled $966,000 compared to $728,000 for the nine months ended September 30, 2004. Substantially all of the revenue generated in both 2005 and 2004 was through the Perpetual product offerings which
were acquired in April 2004. Gross margins for the nine months ended September 2005 were 32.8% compared to 36.9% in the nine months ended September 2004.



Research and development costs increased to $970,000 for the nine months ended September 30, 2005 from approximately $781,000 for the same nine month period of 2004.
The increase is due to the addition of research and development resources in China totaling $135,000 offset by $47,000 decline in salaries and personnel related expenses for the domestic research and development staff and an increase in material and
other product development costs of $88,000. Our investment in research and development has resulted in the launch of the first phase of our new digital video recorder product line, a four channel mobile digital video recorder and we have begun
marketing the product through several channels.



Selling expenses increased
$533,000 for the nine months ended September 30, 2005 to $1.1 million from $547,000 for the same period of the prior year. The launch of the Perpetual Digital product line required additional sales personnel and related costs resulted in
$474,000 of the increase and $29,000 in additional advertising and promotion expenses.



General and administrative expenses totaled $702,000 compared to $608,000 for the nine month period ended September 30, 2004. The increase is due to a $46,000 increase in general liability and other insurance expenses and $57,000 for
property security services as no comparable expenses were allocated to the division in the nine months ended September 30, 2004.



The Perpetual digital product launch and expansion of our sales force along with our continued investment in research and development resulted in a loss of $2.4 million
for the digital technology division for the nine months ended September 2005 compared to a loss of $1.7 million for the equivalent period ended September 2004. The new Perpetual Digital products are in their early stage of development and have not
generated significant revenues to date. We expect to increase our investment in sales and marketing and believe this will result in substantive sales growth for our digital video surveillance products.



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RESULTS OF OPERATIONS  AVIATION DIVISION



Our aviation division, known as Global Airworks, is an aviation service company specializing in commercial aircraft surveillance systems and
interior modification, serving both domestic and international carriers as well as original equipment manufacturers and suppliers. Our products and services primarily relate to airline surveillance and security systems, new or upgraded communication
systems, in flight entertainment systems, and comfort and convenience systems. Our current products include Cockpit Door Surveillance Systems (CDSS) which uses digital video technology to allow the pilot to view activity behind the secured cockpit
door from the cockpit. We have also developed an Electronic Flight Bag that uses digital technology to store and retrieve flight manuals and procedures. In addition, we provide smoke detection and fire suppression systems, wire and harness solutions
for various electrical applications within an aircraft and interior modification products and services.



We are positioned to take advantage of the market opportunities that will be presented by the expected release of mandates from both the Federal Aviation Administration (FAA) and the European aviation regulatory
authorities, including the European Aviation Safety Agency (EASA) and the Joint Aviation Authority (JAA). The FAA has issued a Notice of Proposed Rule Making which, if enacted, would mandate CDSS systems for all commercial passenger aircraft
operating in the US. The comment period on this NPRM closes on November 21, 2005, and we believe a final rule could be adopted before the end of 2005. The FAA estimates that the market for CDSS systems is $185 million in the United States and
we believe the worldwide market to be larger than the United States. The agency identified Global ePoint as one of only three vendors with products currently certified by the FAA. We believe that our product has several key advantages over competing
systems, including having its display screen in front of the pilot and a rapid installation schedule that generally avoids revenue loss for the airline. We believe that we are well positioned to capture a significant share of the US market.



We have obtained all FAA Supplemental Type Certificates (STC) for the
installation of CDSS on a majority of the Boeing aircraft types and all Airbus aircraft (except the A380, their latest aircraft model). Therefore, any new orders will not require any engineering or certification work, but simply manufacturing and
shipping. As previously discussed, we have $2.8 million in contracts with a Scandinavian airline pending the EASA/JAA mandate for flight deck door monitoring systems.



We are also developing and marketing digital technology solutions such as our Electronic Flight Bag (EFB) and In Flight Entertainment (IFE)
systems. Generally, these systems provide increased aircraft operating efficiency and significant weight savings by replacing old heavier technology. One of the major costs for the airlines is fuel costs, these new solutions provide a return on
investment to the airlines as significant weight reduction leads to substantial savings by decreasing the fuel burn of the aircraft. Our EFB product provides electronic weather mapping, finds favorable wind patterns, and optimizes the trim of the
aircraft to make weight and balance adjustments, all of which contribute to fuel savings. Ours system automates flight information and is easier for pilots to use than paper records and supplemental calculations. In addition to these advantages, our
EFB eliminates over 70 pounds of charts and records carried on board, representing a considerable annual fuel savings for a typical jetliner. In addition to commercial passenger and cargo air transport, we believe the EFB is also attractive in
private aviation applications, where pilots generally have less automation available to them and where the ease and speed of accessing electronic records may offer safety advantages.



We believe that our IFE product is attractive to airlines due to the elimination of hundreds of pounds of weight in replacing old cathode
ray tube monitors with modern flat panel display systems. We believe the payback to the airline in fuel savings alone for the installation of our IFE systems is less than one year.



We received purchase orders for $11.8 million from a major Latin American airline for aircraft modification and retrofit services. We have,
and continue to, expand our aircraft modification services capabilities to support the initiative and began fulfilling the orders at the end of the third quarter. Our backlog as of September 30, 2005 was $11.3 million for the modification and
retrofit services. Our aircraft business is growing rapidly and provides Global ePoint with an attractive value added sales opportunity for surveillance, EFB and IFE products to the customer for installation while our maintenance work is being
performed.



The aviation divisions operations began on April 26,
2004. Accordingly, the following discussion of this divisions results of operations, for the three and nine months ended September 30, 2005, is compared to the results of operations for the period from April 26, 2004 through
September 30, 2004 (approximately five months).



For the Three Months
Ended September 30, 2005 Compared to September 30, 2004



Revenues for the quarter ended September 30, 2005 totaled $707,000 compared to $946,000 for the three months ended September 30, 2004. The reduction in revenue was primarily due to a $282,000 decline in CDSS sales and $313,000 for
wire and harness solutions offset by an increase in revenue of $382,000 relating to aircraft modification products and services. The



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decline in CDSS sales in 2005 reflects our significant sales success for CDSS systems in European markets during 2004, followed by the 3rdquarter of 2005, during which time other jurisdictions, including the US, are contemplating the establishment of regulations
requiring CDSS systems, but have not yet imposed such requirements on the airline industry. Cost of goods sold for the quarter ended September 30, 2005 was $450,000 compared to $627,000 for the same three month period of 2004. The decrease in
the cost of sales was due to $362,000 decline in materials and labor costs related to the CDSS and wire harness products due to the decline in sales offset by costs incurred for aircraft modification consisting of $160,000 in materials and labor and
$37,000 increase in travel expenses. The change in the mix of business resulted in an increase of gross margins to 36.4% compared to 33.7% for the quarter ended September 30, 2005 and 2004, respectively.



Operating expenses totaled $561,000 for the quarter ended September 30, 2005 compared to
$627,000 for the quarter ended September 30, 2004. The decrease in operating expenses was due to a reduction of administrative personnel resulting in a $111,000 decline in labor and related costs offset by an increase of $53,000 in sales
related travel and trade show expenses.



As a result, the aviation division
incurred a loss of $303,000 in the third quarter ended September 30, 2005 as compared to a loss of $308,000 in the third quarter ended September 30, 2004.



For the Nine Months Ended September 30, 2005 Compared to September 30, 2004



Revenues for the nine months ended September 30, 2005 totaled $1.5 million comprised of
sales of CDSS, wire and harness, and aircraft modification services compared to $1.6 million for the five month period ended September 30, 2004. Cost of goods sold was $1.1 million for the nine months ended September 30, 2005 compared to
$1 million for the five months ended September 30, 2004. Gross margins were 29% for the nine months ended September 30, 2005 compared to 35.8% for the period ended September 30, 2004. The decline in margins and increase in cost of
goods sold is the result of an increase in manufacturing overhead expenses of $327,000 based on nine months in 2005 compared to only five months of manufacturers overhead expenses in 2004 offset by a decrease of $296,000 in materials costs.



Operating expenses totaled $1.6 million for the nine months ended
September 30, 2005 compared to $1.2 million for the five months ended September 30, 2004. The increase is a result of a full nine months operating activity in 2005 compared to five months of operations in 2004. As a result, the aviation
division incurred a loss of $1.2 million in the nine months ended September 30, 2005 compared to a loss of $579,000 for the five months ended September 30, 2004.



RESULTS OF OPERATIONS  CONTRACT MANUFACTURING DIVISION



Our contract manufacturing division manufactures digital video recorders and customized computing systems for the industrial, business and
consumer markets, with the capability of specialized, custom-manufacture of other electronic products and systems. In addition to custom manufacturing the division also sources and distributes electronic components and parts. The high volumes we
produce in the contract manufacturing division allows us to obtain discounts on our raw materials, which we are able to use in lowering the manufacturing costs of our other divisions. In addition, since we control the manufacturing process for many
of our branded products, we can offer greater speed and flexibility to our customers than otherwise would be the case.



For the Three Months Ended September 30, 2005 Compared to September 30, 2004



Net sales for the third quarter ended September 30, 2005 increased to $8.5 million from $3.6 million in the third quarter ended
September 2004. The increase in net sales was due to the increase in sales of consumer computer products to $7.0 million from $1.9 million in the third quarter of 2004. Substantially all of the sales of consumer computer products are through related
parties for a large retailer in Mexico. Cost of sales was $7.9 million for the quarter ended September 30, 2005, or 92.2% of sales, compared to $3.0 million, or 82.0% of sales, for the corresponding quarter of 2004. The increase in cost of
sales is due to the increase in sales of low margin consumer computer products. As a result, gross margins for the third quarter of 2005 were 7.8% compared to 18.0% in the third quarter 2004.



Operating expenses for the quarter ended September 30, 2005 were $742,000, or 8.7% of
sales, compared to $584,000, or 16.2% of sales, in the quarter ended September 30, 2004. The increase in operating expenses is due to the increase in direct labor and other overhead related to the increased sales.



As a result, net loss for the contract manufacturing division was $80,000 for the three
months ended September 30, 2005 compared to net income of $65,000 for the three months ended September 30, 2004.



For the Nine Months Ended September 30, 2005 Compared to September 30, 2004



Net sales for the nine months ended September 30, 2005 increased to $17.6 million from $11.6 million in the nine months ended September
2004. The increase in net sales was primarily due to the increase in sales of consumer computer products to



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$9.3 million from $4.0 million in the nine months ended September 30, 2004. Sales of industrial computer products increased to $6.6 million from $5.9
million in the nine months ended September 30, 2004. Cost of sales was $15.4 million for the nine months ended September 30, 2005, or 87.5% of sales compared to $9.3 million, or 80.0% of sales for the corresponding nine months of 2004. The
increase in the cost of sales as a percentage of net sales was due to the increase in sales of low margin consumer computer products. As a result, gross margins for the first nine months of 2005 were 12.5% compared to 20.0% in the first nine months
of 2004.



Operating expenses for the nine months ended September 30, 2005
and 2004 were $2.2 million, or 12.5% and 18.9% of sales, respectively. Rent expense decreased $94,000 for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 due to the subleasing of excess of
warehouse and office space beginning the fourth quarter of 2004. These decreases were offset by $34,000 increase in commission expenses due to the increase in sales volume and $107,000 increase for administrative personnel related to quality control
and technical support due to the increase in sales volume.



As a result, net
income for the contract manufacturing division was $7,000 for the nine months ended September 30, 2005 compared to $131,000 for the nine months ended September 30, 2004.



RESULTS OF OPERATIONS - CORPORATE



Corporate activities primarily relate to activities associated with income and expense of non-core continuing business of the pre-reverse-acquisition company, as well as
general overall corporate expenses. During the nine months ended September 30, 2005, corporate general and administrative costs totaled $1.8 million compared to $1.1 million for the nine months ended September 30, 2004. Payroll expenses
increased $221,000 to $625,000 in the first nine months of 2005 compared to $404,000 in the first nine months of 2004. The increase is primarily due to the adjustment of management compensation to a competitive market based compensation structure
beginning in the second quarter of 2004. Professional fees associated with being a public company were $757,000 for the nine months ended September 30, 2005 compared to $420,000 for the nine months ended September 30, 2004. The increase
was primarily due to an increase in costs related to public relations and corporate promotion.



There was $16,000 of other income in the first nine months of 2005 compared to $146,000 of other income in the first nine months of 2004 which primarily related to earn-out revenue from contingent payments based on
performance of the company that acquired Global ePoints prior business.



The net result for corporate operations was a net loss of $1.7 million in the nine months ended September 30, 2005 compared to a net loss of $.9 million for the nine months ended September 30, 2004.



SUMMARY



As a net result of the combined operations of our digital technology division, aviation division, contract manufacturing division, and
corporate activities, Global ePoint incurred a loss from operations of $1.9 million for the three months ended September 30, 2005, or $(.14) per share, and a loss of $5.4 million, or $(.42) per share, for the nine months ended
September 30, 2005. The non cash preferred dividend relating to the issuance of our preferred stock generated a non-cash preferred dividend of $590,000 resulting in a loss applicable to common stockholders of $2.5 million, or $(.19) per share
for the three months ended September 30, 2005. The total non-cash preferred dividend for the first nine months ended September 30, 2005 was $2.0 million resulting in a loss applicable to common shareholders of $7.3 million, or $(.58) per
share compared to a loss of $1.9 million, or $(.17) per share for the three months ended September 30, 2004, and a loss of $3.7 million, or $(.34) per share for the nine months ended September 30, 2004.



LIQUIDITY AND CAPITAL RESOURCES



Net cash used by operations for the nine months ended September 30, 2005 was $5.1
million as compared to $3.7 million for the corresponding period of 2004. The primary use of cash was incurred to fund the $5.4 million net loss for the 2005 period.



Cash used in investing activities for the first nine months of 2005 consisted of $1.8 million compared to $4.7 million for the first nine
months of 2004. The cash was primarily used for a good faith deposit of $500,000 and other costs of $135,000 related to our potential acquisition of Astrophysics, Inc. and an additional $500,000 note provided to Astrophysics. Additional cash of
$390,000 was required for the acquisition of fixed assets and other intangibles.



Net cash provided by financing activities for the nine months ended September 30, 2005 totaled $5.9 million. In March 2005 our contract manufacturing division obtained a $1 million bank line of credit to assist in the funding of our
working capital requirements all of which was provided for operations as of September 30, 2005. In the second quarter of 2005, we



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completed the private placement sale of Series B and Series C preferred stock resulting in net proceeds of $4.6 million. An additional $1.1 million was
received through the exercise of previously issued stock options. This was offset by a reduction in borrowings from related parties in the amount of $800,000. As of September 30, 2005, the total outstanding balance on loans from related parties
was $1.0 million. Cash provided by financing activities for the nine months ended September 30, 2004 was $6.8 million of which $4.9 million was the net proceeds from the private placement sale of Series A preferred stock with the remaining $1.9
million was provided through borrowings from related parties. As a result of the total cash activities, net cash decreased $.9 million from December 31, 2004 to September 30, 2005.



As of September 30, 2005, we had net working capital totaling $156,000. As a means of
increasing our returns on capital and avoiding the dilution and costs associated with financings, we generally attempt to minimize the amount of working capital our business requires. However, in order to finance our operations and expected growth
opportunities, we completed a private placement sale of Series D preferred stock and warrants in November 2005. The gross proceeds on the transaction were $6 million with net proceeds of approximately $5.7 million (see Subsequent Events). We believe
due to the increase in our backlog of orders we will require additional working capital financing of approximately $3 million in addition to the proceeds of the Series D financing and cash generated by operations, to meet our working capital needs,
capital expenditures, and commitments over the next 12 months.



If we are to be
successful in acquiring Astrophysics, we will require an additional $15 million of funding. If we are successful in acquiring Astrophysics or if we otherwise require additional financing, we will endeavor to raise additional required funds through
various financing sources, including additional sales of our equity and debt securities and the procurement of commercial debt financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at
all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected. Debt financing will increase expenses and must be repaid regardless of
operating results. Equity financing could result in dilution to existing stockholders. Our future capital requirements may vary materially from those now planned. We anticipate that the amount of capital that we will need in the future will depend
on many factors, including:



| |  |  | the overall levels of sales of our products and gross profit margins;
| | - |  | ---------------------------------------------------------------------



| |  |  | market acceptance of the technology and products;
| | - |  | -------------------------------------------------



| |  |  | our business, product, capital expenditure and research and development plans, and product and technology roadmaps;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | the overall levels of sales of our products and gross profit margins;
| | - |  | ---------------------------------------------------------------------



| |  |  | the levels of promotion and advertising that will be required to launch our new products and achieve and maintain a competitive position in the marketplace;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | volume price discounts and customer rebates;
| | - |  | --------------------------------------------



| |  |  | the levels of inventory and accounts receivable that we maintain;
| | - |  | -----------------------------------------------------------------



| |  |  | acquisition opportunities;
| | - |  | --------------------------



| |  |  | capital improvements to new and existing facilities;
| | - |  | ----------------------------------------------------



| |  |  | technological advances;
| | - |  | -----------------------



| |  |  | our competitors responses to our products;
| | - |  | -------------------------------------------



| |  |  | our relationships with suppliers and customers; and
| | - |  | ---------------------------------------------------



| |  |  | the effectiveness of our expense and product cost control and reduction efforts.
| | - |  | --------------------------------------------------------------------------------



In addition, we may require additional capital to accommodate planned future growth, hiring, infrastructure and facility needs or to
consummate acquisitions of other businesses, assets, products, or technologies.



OFF-BALANCE SHEET ARRANGEMENTS



We do not have any off-balance
sheet arrangements.



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RECENT ACCOUNTING PRONOUNCEMENTS



On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based
Payment, which is a revision of FASB Statement No. 123,Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25,Accounting for Stock Issued to Employees, and amends FASB Statement
No. 95,Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statements based on their fair values beginning with fiscal years beginning after December 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS
No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123(R), the company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for
compensation cost and the transition method to be used at date of adoption. The permitted transition methods include either retrospective or prospective adoption. Under the retrospective option, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options at the beginning of the first quarter of adoption of SFAS No. 123(R), while the
retrospective methods would record compensation expense for all unvested stock options beginning with the first period presented. The company is currently evaluating the requirements of SFAS No. 123(R) and expects that adoption of SFAS
No. 123(R) will have a material impact on the companys consolidated financial position and consolidated results of operations. The company has not yet determined the method of adoption or the effect of adopting SFAS No. 123(R), and
it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.



CAUTIONARY STATEMENT REGARDING FUTURE RESULTS, FORWARD-LOOKING INFORMATION AND CERTAIN IMPORTANT FACTORS



In this report we make, and from time to time we otherwise make, written and
oral statements regarding our business and prospects, such as projections of future performance, statements of managements plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases will likely result, are expected to, will continue,
is anticipated, estimates, projects, believes, expects, anticipates, intends, target, goal, plans, objective,
should or similar expressions identify forward-looking statements, which may appear in documents, reports, filings with the Securities and Exchange Commission, news releases, written or oral presentations made by officers or other
representatives made by us to analysts, stockholders, investors, news organizations and others, and discussions with management and other of our representatives. For such statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.



Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties. No assurance can be given that the results reflected in any forward-looking statements will be
achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from
suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or
circumstances arising after the date of such statement, or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from
time to time in any forward-looking statement.



In addition to
other matters identified or described by us from time to time in filings with the SEC, there are several important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by
us, or results that are reflected from time to time in any forward-looking statement. Some of these important factors, but not necessarily all important factors, include the following:



We require additional funding in the future to continue to operate our business. As of September 30, 2005, we had net
working capital totaling $156,000. As a means of increasing our returns on capital and avoiding the dilution and costs associated with financings, we generally attempt to minimize the amount of working capital our business requires. However, in
order to finance our operations and expected growth opportunities, we completed a private placement sale of Series D preferred stock and warrants in November 2005. The gross proceeds on the transaction were $6 million with net proceeds of
approximately $5.7 million. We believe due to the increase in our backlog of orders we will require additional working capital financing of approximately $3 million in addition to the proceeds of the Series D financing and cash generated by
operations, to meet our working capital needs, capital expenditures, and commitments over the next 12 months. If we are to be successful in acquiring Astrophysics, we will require an additional $15 million of funding. If we are successful in



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acquiring Astrophysics or if we otherwise require additional financing, we will endeavor to raise the additional required funds through various financing
sources, including the sale of our equity and debt securities and the procurement of commercial debt financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is
not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected. Debt financing will increase expenses and must be repaid regardless of operating results. Equity
financing could result in dilution to existing stockholders.



In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) may involve restrictions limiting our operating flexibility. Moreover, if we issue equity
securities to raise additional funds, the following results may occur:



| |  |  | the percentage ownership of our existing stockholders will be reduced;
| | - |  | ----------------------------------------------------------------------



| |  |  | our stockholders may experience additional dilution in net book value per share; or
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the new equity securities may have rights, preferences or privileges senior to those of the holders of our Common Stock.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



We rely on related parties for a substantial portion of our revenues
and as the primary source for our component and subsystem purchases. The loss of business from any of these related parties would adversely affect our business. In the ordinary course of our business, we purchase from, sell products to and
perform contract manufacturing services for a number of related parties that are owned or otherwise controlled by Mr. John Pan, our chief financial officer, chairman, and largest stockholder. During 2004 and the first nine months of 2005 we
purchased approximately $5.7 and $8.7 million, respectively, worth of products from these related parties. This represents 35% and 51% of our overall cost of goods for the year ended December 31, 2004 and nine months ended September 30,
2005, respectively. In addition, during 2004 and the first nine months of 2005, we sold approximately $7.8 and $9.5 million, respectively, worth of products and contract manufacturing services to these related parties. This represents 37% and 47% of
our overall sales for the year ended December 31, 2004 and first nine months of 2005, respectively. We believe that these related party relationships provide access to attractively priced components and products and an additional and a
substantial amount of sales revenues. However, there are no agreements, written or otherwise, between Global ePoint and these related parties obligating such parties to transact business with us in the future. As a result, these types of related
party transactions could cease at any time. If our transactions with these related parties cease, our business would be adversely affected.



Our current revenues and purchases are dependent on a limited number of customers and suppliers, most of which are related parties. For the
nine months ended September 30, 2005 and 2004, three customers accounted for 66% and 61%, respectively, of our sales. One of these customers in 2005 and 2004 were related parties. During the nine months ended September 30, 2005 and 2004,
four vendors accounted for 65% and 47%, respectively, of our purchases. Two of these vendors were related parties. Substantially all of our related party transactions are derived from our contract manufacturing division. If we were to lose one or
more of these customers before we are able to secure sales from other customers, our income and financial condition would be adversely affected. If we are unable to enter into and maintain satisfactory distribution arrangements with leading
suppliers and an adequate supply of products, our sales could be adversely affected.



There can be no assurance that we will complete our proposed acquisition of Astrophysics, but in the event we are able to do so, our shareholders will undergo significant equity dilution. 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 originally contemplated that the parties would enter into a definitive agreement by June 30, 2005, which date was later extended to
July 15, 2005. As of the date of this report, we have not entered into a definitive agreement to acquire Astrophysics. While we are continuing our discussions with Astrophysics, the parties have reached an impasse and there can be no assurance
we will reach a definitive agreement concerning our proposed acquisition of Astrophysics. However, if we are successful in acquiring Astrophysics on the terms set forth in the letter of intent dated May 27, 2005, our shareholders will
experience significant equity dilution due to the number of shares we will need to issue in connection with our acquisition of Astrophysics and the $25 million equity financing associated with the proposed transaction.



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We are an emerging growth company with limited operating history.Following our acquisition
of McDigit, Inc. in August 2003, and having essentially ceased operations of our prior businesses, we recommenced operations as a new business engaged in designing and selling industrial, business and consumer computers and computing solutions; and
digital video, audio and data transmission and recording products. In 2004, we acquired substantial operating assets included in our digital technology division and aviation division. As a result, we have a limited history operating our current
businesses and forecasting our sales. The future success of our business will depend on our ability to successfully operate our recently acquired businesses, all of which are in highly competitive markets. Moreover, our digital technology division
operates in a new and emerging market. As an emerging company, it will be necessary for us to implement additional operational, financial and other controls and procedures in order to be successful.



Our digital technology business is new and based on emerging
technologies. Market demand for digital technologies is uncertain. We have a limited history of marketing and selling our digital video products. We continue to assess internal and external feedback relating to these products but cannot
guarantee that we will be able to successfully sell products based on those technologies. We initially focused on law enforcement and the military as potential markets for our digital video products and recently began to focus on other potential
market segments, including industrial, commercial and homeland security. Demand for our digital video, audio and data transmission and recording products is uncertain as, among other reasons, our customers and potential customers may:



| |  |  | not accept our emerging technologies or shift to other technologies;
| | - |  | --------------------------------------------------------------------



| |  |  | experience technical difficulty in installing or utilizing our products; or
| | - |  | ---------------------------------------------------------------------------



| |  |  | use alternative solutions to achieve their business objectives.
| | - |  | ---------------------------------------------------------------



In addition, the lengthy and variable sales cycle for products sold by our digital technology division makes it difficult to predict sales and may result
in fluctuations in quarterly operating results. Because customers often require a significant amount of time to evaluate products sold by our digital technology division before purchasing, the sales cycle associated with these products can be
lengthy (exceeding one year in some cases). The sales cycles for these products also varies from customer to customer and are subject to a number of significant risks over which we have little or no control.



Government regulation of communications monitoring could cause a
decline in the use of our digital video surveillance products, result in increased expenses, or subject us and our customers to regulation or liability. As the communications industry continues to evolve, governments may increasingly
regulate products that monitor and record voice, video, and data transmissions over public communications networks. For example, the products we sell to law enforcement agencies, which interface with a variety of wireline, wireless, and Internet
protocol networks must comply in the United States with the technical standards established by the Federal Communications Commission pursuant to the Communications Assistance for Law Enforcement Act and in Europe by the European Telecommunications
Standard Institute. The adoption of new laws governing the use of our products or changes made to existing laws could cause a decline in the use of our products and could result in increased costs, particularly if we are required to modify or
redesign products to accommodate these new or changing laws.



Our intellectual property rights may not be adequate to protect our business. We currently do not hold any patents for our products. To date, we have filed one patent application relating to certain elements of the technology
underlying our digital video surveillance products. Although we expect to continue filing, where applicable, patent applications related to our technology, no assurances can be given that any patent will be issued on our patent application or any
other application that we may file in the future or that, if such patents are issued, they will be sufficiently broad to adequately protect our technology. In addition, we cannot assure you that any patents that may be issued to us will not be
challenged, invalidated, or circumvented.



Even if we are
issued patents, they may not stop a competitor from illegally using our patented applications and materials. In such event, we would incur substantial costs and expenses, including lost time of management in addressing and litigating, if necessary,
such matters. Additionally, we rely upon a combination of copyright, trademark and trade secret laws, license agreements and nondisclosure agreements with third parties and employees having access to confidential information or receiving unpatented
proprietary know-how, trade secrets and technology to protect our proprietary rights and technology. These laws and agreements provide only limited protection. We can give no assurance that these measures will adequately protect us from
misappropriation of proprietary information.



Our
products may infringe on the intellectual property rights of others, which could lead to costly disputes or disruptions. The information technology industry is characterized by frequent allegations of intellectual property infringement. In
the past, third parties have asserted that certain of our digital video surveillance products infringe their



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intellectual property and they may do so in the future. Any allegation of infringement could be time consuming and expensive to defend or resolve, result in
substantial diversion of management resources, cause product shipment delays or force us to enter into royalty, license, or other agreements rather than dispute the merits of such allegation. If patent holders or other holders of intellectual
property initiate legal proceedings, we may be forced into protracted and costly litigation. We may not be successful in defending such litigation and may not be able to procure any required royalty or license agreements on acceptable terms or at
all.



If our products infringe on the intellectual
property rights of others, we may be required to indemnify customers for any damages they suffer. We generally indemnify our customers with respect to infringement by our products of the proprietary rights of third parties in the event any
third party asserts infringement claims directly against our customers. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers, regardless of the merits of these claims. If any of these claims
succeed, we may be forced to pay damages on behalf of our customers or may be required to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop
using, or in the case of value added resellers, selling our products.



Our business strategy includes acquiring certain businesses and entering into joint ventures and strategic alliances. Failure to successfully integrate such businesses, joint ventures, or strategic alliances into our operations could
adversely affect our business. In the past, we have acquired companies and assets and entered into certain strategic alliances, including the purchase of assets from Next Venture, Inc. and AirWorks, Inc. in April 2004. We are negotiating a
proposed acquisition of Astrophysics and may make additional acquisitions and enter into joint ventures in the future. While we believe we will effectively integrate such businesses, joint ventures, or strategic alliances with our own, we may be
unable to successfully do so and may be unable to realize expected cost savings and/or sales growth. Regarding the assets purchased from Next Venture and AirWorks, the acquired businesses are in emerging markets and their performance is subject to
the inherent volatility of such markets. Furthermore, AirWorks assets were purchased from an assignee for the benefit of creditors, which means that the business was not successful in the past. Acquisitions, joint ventures and strategic
alliances may involve significant other risks and uncertainties, including distraction of managements attention away from normal business operations, insufficient revenue generation to offset liabilities assumed and expenses associated with
the transaction, and unidentified issues not discovered in our due diligence process, such as product quality and technology issues and legal contingencies. In addition, in the case of acquisitions, we may be unable to effectively integrate the
acquired companies marketing, technology, production, development, distribution and management systems. Our operating results could be adversely affected by any problems arising during or from acquisitions or from modifications or termination
of joint ventures and strategic alliances or the inability to effectively integrate any future acquisitions.



We may be obligated to issue more shares of common stock as a result of our recent acquisitions, and your ownership interest in Global ePoint may be
diluted as a result. Pursuant to the reorganization and stock purchase agreement related to the acquisition of McDigit, we may be obligated to issue additional shares of our common stock to Mr. John Pan based on the achievement by us of
specific financial milestones in 2005 and on the occurrence of other specific conditions. Accordingly, the final number of shares of our common stock that may be issued pursuant to this agreement may not be known until sometime in 2006; provided,
that we know that the aggregate number of shares of common stock that may be issued pursuant to the agreement will not exceed 85% of the then issued and outstanding shares of our common stock. In addition, we may be required to assume more debt or
issue common stock to support our recent purchases of assets from Next Venture and AirWorks assignee.



|ITEM 3. | CONTROLS AND PROCEDURES
|------- | -----------------------



Our Chief Executive Officer and Chief Financial Officer have reviewed and continue to evaluate the effectiveness of Global ePoints controls and
procedures over financial reporting and disclosure (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. The term disclosure controls and procedures is defined in
Rules13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the Companys controls and procedures over financial reporting
and disclosure, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



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An evaluation was performed under the supervision and with the participation of the Companys
management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of September 30, 2005. Based on our
continuing evaluation, the Companys management, including the CEO and CFO, concluded that the Companys disclosure controls and procedures were effective as of September 30, 2005. There have been no significant changes in our
internal controls or in other factors that could significantly affect these controls subsequent to the date we completed our evaluation.



We are continuing to evaluate our internal controls in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002. In the course of our
evaluation, we have identified certain deficiencies in our internal controls over financial reporting, which we are addressing. The Merger and additional acquisitions, as summarized in Footnote 9 in the Notes of the Condensed Consolidated Financial
Statements, have resulted in the use of several different financial recordation and reporting systems. Management is aware of the issue and has initiated the integration of the divisional financial recordation and reporting into a single
consolidated financial reporting system. Additionally, there is a lack of segregation of duties due to the small number of employees within the financial and administrative functions of the Company. Management will continue to evaluate the employees
involved and the control procedures in place, the risks associated with such lack of segregation and whether the potential benefits of adding employees to clearly segregate duties justifies the expense associated with such increases. These matters
have been communicated to our Audit Committee and we are taking appropriate steps to make necessary improvements and enhance the reliability of our internal controls over financial reporting.



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PART II. OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------



|     |  |                                                                                                            |  |               
|---- |  | ---------------------------------------------------------------------------------------------------------- |  | --------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |  | Filed herewith
|     |  |                                                                                                           
|31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |  | Filed herewith
|     |  |                                                                                                           
|32   |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C Section 1350     |  | Filed herewith



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SIGNATURES



In accordance with the requirements of
the exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.



|                        |  |  |  |                        
|----------------------- |  |  |  | -----------------------
|                        |  |  |  | GLOBAL EPOINT, INC.    
|                        |  | 
|Date: November 14, 2005 |  |  |  | /s/    TORESA LOU      
|                        |  |  |  | Toresa Lou,            
|                        |  |  |  | Chief Executive Officer



|                        |  |  |  |                                     
|----------------------- |  |  |  | ------------------------------------
|                        |  | 
|Date: November 14, 2005 |  |  |  | /s/    JOHN PAN                     
|                        |  |  |  | John Pan,                           
|                        |  |  |  | Chief Financial Officer and Chairman



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