SecProbe.io

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September 16, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (909) 598-5808

Toresa Lou
Chief Executive Officer
Global ePoint, Inc.
339 South Cheryl Lane
City of Industry, California 91789

Re: 	Global ePoint, Inc.
	Registration Statements on Form S-3
Filed August 19, 2005
	File Nos. 333-127734; 333-127735

Dear Ms. Lou:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  Unless otherwise indicated, the
comments
below are applicable to both registration statements you filed on
Form S-3 on August 19, 2005.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note discussion of the various exhibits and schedules in the
Subscription Agreements you reached with the selling shareholders,
but only the Form of Warrants and Registration Rights Agreements
have
been filed with the Commission.  Further, you have marked the
Subscription Agreements as Exhibit 2.1.  Note that exhibits filed
under Item 601(b)(2) of Regulation S-B are plans of acquisition,
reorganization, etc.  The Subscription Agreements should be
designated Exhibit 10, consistent with their original filing with
Form 10-QSB and Form 8-K, respectively, and Item 601(b)(10) of
Regulation S-B.  Please mark the Subscription Agreements as an
Exhibit 10 in your exhibit indices, and refile the Subscription
Agreements together with all of their exhibits and schedules with
your amended registration statements.  Please note that we may
have
further comment after we review these documents.

Cover Page

2. We note your statement that you are registering 282,857 shares
of
common stock for resale that are issuable upon the exercise of
warrants issued pursuant to the May 20 transaction.  Your Form 8-K
filed May 20, 2005, as well as the selling shareholder section of
that registration statement, file no. 333-127734, state that you
granted warrants to purchase 267,857 shares of common stock in
connection with the sale of the Series B Preferred, although notes
to
the selling stockholders table suggest that these beneficial
owners
must also own other warrants to purchase shares of your common
stock.
Please revise to clarify the number of shares being registered for
resale that underlie warrants.  If shares underlying warrants
other
than those issued in connection with the May 20, 2005 transaction
are
being registered on this Form S-3, please describe the transaction
in
which those warrants were issued and the terms of their exercise.

3. Please supplementally tell us how you calculate that you will
receive gross proceeds of $1,035,000 from the exercise of the
warrants issued in the May 20, 2005 transaction.  The Form 8-K you
filed with the Commission states that you granted warrants to
purchase 267,857 shares with an exercise price of $3.50 which, if
exercised in full, would result in your receiving gross proceeds
of
$937,499.50.

Selling Stockholders, page 10

4. We note footnote 3 to your selling shareholder table on the
Form
S-3 registering the resale of shares underlying the convertible
securities sold on May 20, 2005, includes shares issuable upon the
conversion of your Series A Preferred Stock in addition to those
issuable upon conversion of your Series B Preferred Stock, which
are
being registered for resale under that registration statement.
Your
table, however, indicates that none of the selling shareholders
will
retain beneficial ownership of any shares of common stock
following
this offering.  Please revise your selling shareholder table to
reflect the selling shareholders` beneficial ownership of shares
issuable upon conversion of your Series A Preferred Stock after
the
completion of this offering or, alternatively, amend your
registration statement to register these shares for resale.

Please similarly revise your selling shareholder table to the Form
S-
3 registering the resale of shares underlying the convertible
securities sold on June 2, 2005, to reflect the selling
shareholders`
continuing beneficial ownership after the completion of that
offering
or, alternatively, amend this registration statement to register
these shares for resale.

5. We note that the selling stockholder table on the Form S-3
registering the resale of shares underlying the convertible
securities sold on June 2, 2005, lists Iroquois Master Fund Ltd.
as a
selling shareholder and that the first footnote to the table
refers
to Iroquois Capital LP.  Please revise your disclosure to discuss
the
relationship between Iroquois Capital and Iroquois Master Fund.

6. Please tell us whether any of the selling shareholders are
broker-
dealers or affiliates of broker-dealers.  Revise the prospectus to
name the selling shareholders who are broker-dealers and state
that
they are underwriters with respect to the shares that they are
offering for resale.

7. If any selling shareholders are affiliates of broker-dealers,
disclose the following:

* that the selling shareholders purchased in the ordinary course
of
business; and

* that, at the time of purchase of the securities to be resold,
the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

If these selling shareholders are unable to make these
representations, please state that they are underwriters.

Description of Securities to be Registered, pages 14, 15

8. Please augment your disclosure regarding the conversion
features
of the preferred shares to disclose the effect of accrued unpaid
dividends at the time of conversion.  See Regulation S-B, Item
202(a)(2).

Part II
Signatures

9. Please revise your signature page to indicate the individual
serving as controller or principal accounting officer.  See
Instruction 1 to the signature requirement of Form S-3.
Exhibit 5.1

10. Please file a revised legality opinion for the Form S-3
reflecting the securities sold on May 20, 2005, that includes the
15,000 shares being registered for resale on behalf of Hayden
Communications, Inc.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or me at (202) 551-3760 with any questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Daniel K. Donahue, Esq. (via facsimile 949/623-4452)
      Preston Gates & Ellis LLP
      1900 Main Street, Suite 600
      Irvine, California 92614-7319
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Toresa Lou
Global ePoint, Inc.
September 16, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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