SecProbe.io

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Mail Stop 6010

December 2, 2005

Creighton K. Early
Chief Executive Officer
DPAC Technologies Corp.
7321 Lincoln Way
Garden Grove, CA 92841

	Re:	DPAC Technologies Corp.
Registration Statement on Form S-4
      Filed November 7, 2005
      Amendment No. 1 to Registration Statement on Form S-4
Filed November 29, 2005
		File No. 333-129532

Dear Mr. Early:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  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
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.

Form S-4

Fee Table
1. Please provide your analysis as to why you believe Form S-4 may
be
used to register the 4,934,209 shares underlying the DCV Bridge
Loan
and the 333,000 shares underlying the convertible notes to be
issued
to your legal counsel in payment of certain fees for legal
services.
See General Instruction A.1 to Form S-4.

Outside Front Cover Page of the Prospectus
2. You disclose various amounts of shares, warrants and options
that
you intend to issue in connection with the merger transaction.
Supplement your disclosure to specify the amount of shares that
are
being offered pursuant to this registration statement.  Also
disclose
the merger consideration to be paid for each share of QuaTech
common
and preferred stock.

Questions and Answers About the Proposals, page v

Q3:  Why are DPAC and QuaTech proposing the Merger, page vi
3. Please balance your disclosure of the potential benefits of the
merger with equally prominent disclosure of potential negative
consequences of the proposals.

General Questions and Answers about the Increase in Authorized
Shares, page viii
4. Reconcile your disclosure in this section, including the
disclosure following Question 12, with the disclosure on page ix
that
you might conduct the reverse stock split before the merger and
the
disclosure following Question 23 that suggests that approval of
the
proposal to increase the number of authorized shares is not
necessary
to complete the merger if the reverse split proposal is
alternatively
approved.

Summary, page 1
5. You indicate in the third sentence of the first paragraph of
your
summary that you may issue up to approximately 44 million shares
of
your common stock in connection with the merger and the
transactions
contemplated in the merger agreement.  Please reconcile this
number
with disclosure elsewhere in your registration statement which
suggests that you may issue significantly more shares than 44
million.

DPAC`s Recent Developments, page 1
6. We refer you to your disclosure on page 2.  Please explain how
the
DCV Bridge Loan is convertible after February 3, 2006, as that
date
is the Loan`s maturity date.

Opinion of DPAC financial advisor, page 5
7. Please expand your disclosure to emphasize the fact that DPAC`s
Board did not ask B. Riley to update its fairness opinion for
either
the first or second amendment to the Merger Agreement, both of
which
changed the exchange ratio.  In addition, supplement your
disclosure
to include a statement similar to your disclosure in the first
paragraph on page 43, namely, that DPAC shareholders should not
rely
on the fairness opinion as an indication of the fairness of the
merger as amended.  Also include a brief description of the Recent
Developments that have occurred since B. Riley rendered its
fairness
opinion.

Interests of certain persons in the Merger, page 5
8. Please name and quantify the benefits each DPAC and QuaTech
director and executive officer is expected to receive as a result
of
their interests in the Merger.  We note for example, your
disclosure
on page 81 that all unvested options held by QuaTech directors and
officers will immediately vest upon completion of the Merger.
Also
disclose the respective amount and percentage of outstanding DPAC
and
QuaTech stock beneficially owned by these individuals, and the
fact
that they have entered into voting agreements regarding the
merger.

Conditions to the completion of the Merger, page 6
9. Tell us your intentions regarding how you will proceed with the
solicitation or merger if you waive a material condition,
including
the receipt of an opinion that the transaction will be taxed as a
reorganization.

Risks Factors, page 11

General
10. Your introductory paragraph implies that you are incorporating
risk factors by reference.  Please note that all risk factors must
be
disclosed in the proxy statement/ prospectus.  Please revise the
introductory paragraph of this section to eliminate the
implication
that you have not discussed all material risks, and revise as
necessary to include a discussion of all material risks in your
Risk
Factors section.  Apply this comment to the "Industry and Business
Risks Related to DPAC and its Business" subsection.

Risks Related to Reverse Stock Split, page 18
11. Please insert a risk factor heading that adequately summarizes
this risk.

Industry and Business Risks Related to DPAC and its Business, page
18
12. Please address under appropriate heading the risks to
investors
associated with the fact that DPAC has experienced operating
losses
for each of the past 14 consecutive quarters of operations and
that
its auditors have raised substantial doubt about its ability to
continue as a going concern.

DPAC`s common stock has been delisted from Nasdaq, page 18
13. Please expand your risk factor disclosure to address DPAC`s
current treatment as a "penny stock."

DPAC will need additional capital to survive, page 19
14. Please disclose that you expect current cash balances to be
insufficient to fund your operations through February 2006.  We
refer
you to your disclosure on page F-1 of Amendment No. 2 to the Form
10-
K/A for the fiscal year ended February 28, 2005.

Market Price and Dividend Information, page 29
15. Your statement in the last paragraph on page 29 that you
intend
to issue 38.9 million shares in the Merger itself appears to be
inconsistent with disclosure appearing elsewhere in the document.
Please advise or revise.
16. Please revise your disclosure in the first and second full
paragraphs on page 30 to state that shareholder of approval of
Proposal 2 and Proposal 3 or Proposal 4 would be sufficient to
complete the proposed transaction.

The DPAC Annual Meeting, page 31
17. Please provide us with any necessary access codes to view your
Internet voting site.

Voting of Proxies
18. Please clarify that proxies indicating votes against a
proposal
will not be used to vote in favor of adjourning or otherwise
postponing the meeting to allow for additional voting on the
proposal.  Otherwise, include a separate proposal regarding
adjourning or postponing the meeting.
19. Please correct the date of the annual meeting appearing on the
back of the Form of Proxy Card (Exhibit 99.1).

The QuaTech Special Meeting, page 36
20. Please provide for our review the Form of Proxy Card for the
QuaTech Special Meeting.  We may have further comments.

The Merger, page 38
21. Describe the history of the negotiations regarding the number
of
DPAC common shares DCV would receive pursuant to the Bridge Loan
upon
closing of the Merger.  Disclose who initiated and participated in
the negotiations and explain how these negotiations affected the
negotiations regarding modifications to the exchange ratio.
22. Please expand your disclosure to describe in greater detail
the
material changes in the Merger Agreement resulting from the First
and
Second Amendments.  It is insufficient, for example, to simply
state,
as you have on the top of page 41, that the exchange ratio for the
Merger was "modified to more accurately reflect the relative
valuation of QuaTech and DPAC."  Provide the relative valuations,
corresponding exchange ratios and percentage dilution of DPAC
shareholders in the post-merger company as of the initial merger
agreement and as of each amendment.
Reasons for the Merger and Recommendations of DPAC`s Board of
Directors, page 41
23. We refer you to your disclosure in the bullet at the bottom of
page 41.  Please explain in greater detail why you believe the
merger
could "eliminate DPAC`s operating losses," particularly in light
of
the fact that your pro forma financials still show operating
losses
for the combined company.

Opinion of DPAC`s Financial Advisor, page 42
24. Please provide copies of the information that the financial
advisors provided to the DPAC or QuaTech boards in connection with
this transaction, including any "board books" and summaries of
oral
presentations.  We may have additional comments upon our review.
25. We note that the B. Riley fairness opinion was delivered
before,
and has not been updated for, the two amendments to Merger
Agreement
and DPAC`s entry into the DCV Loan and the License Agreement.  We
also note that pursuant to the original merger agreement, each
share
of QuaTech common stock would be converted into the right to
receive
approximately 24 shares of your common stock before taking into
effect a potential reverse stock split, and that as a result of
the
first and second amendments to the merger agreement, this number
changed to approximately 27.84 and 45.91 shares of your common
stock,
respectively.  Disclose whether the board considered such
amendments
to be significant changes in the value of the merger consideration
QuaTech shareholders could expect to receive.  If so, supplement
your
disclosure to explain the board`s rationale for not seeking an
updated fairness opinion from B. Riley as of the date of this
registration statement.  Also disclose whether the DPAC board will
request a "bring down" fairness opinion from B. Riley.  If the
DPAC
board does not intend to request such an additional fairness
opinion,
please clearly state this fact where appropriate throughout the
proxy
statement/ prospectus and revise to include appropriate risk
factor
disclosure.
26. Please disclose in this section of the proxy statement/
prospectus that in arriving at its opinion, B. Riley was under the
belief that current DPAC shareholders would own approximately 40%
of
the post-merger company.
27. We note that subsequent to the January 11, 2005 meeting of
QuaTech`s board, QuaTech engaged Western Reserve Partners as its
advisor on this transaction.  We also note that at the January 26,
2005 meeting held at the law offices of Buchanan Ingersoll, it
appears that representatives from Western Reserve participated in
discussions on the structure of a potential combination between
you
and QuaTech.  Tell us whether Western Reserve Partners provided to
the QuaTech board any report, opinion or appraisal relating to the
consideration or fairness of the consideration to be offered to
QuaTech security holders or the fairness of the transaction to
QuaTech, its affiliates or to its security holders who are not
affiliates.  See Item 1015 of Regulation M-A.  If so, please add
appropriate disclosure, including disclosure of when the opinion
was
delivered.  If no opinion was provided, tell us why no such
opinion
was rendered.
28. You state on page 104 that "After considering the fairness
opinion of B. Riley and other factors, the Board of Directors
determined that it is in the best interests of DPAC and all
shareholders of DPAC that it enter into and perform the Merger
Agreement, in its current form, including all amendments..."
(emphasis added).  Given your statement on page 43 that DPAC
shareholders "should not rely on the B. Riley fairness opinion as
an
indication of the fairness of the Merger as amended" disclose why
the
board considered such opinion in its decision to approve and
recommend the merger agreement.
29. Please include a description of the "many factors" in addition
to
the B. Riley opinion the DPAC board considered in reaching its
decision to approve and recommend the Merger and Merger Agreement.
30. We refer you to your disclosure in the penultimate paragraph
on
page 43.  While we note that the fairness opinion attached as
Annex C
to the registration statement contains a summary of B. Riley`s
financial analysis, please also provide in the prospectus a
description of the material financial analyses performed by B.
Riley
in connection with rendering its opinion.  See Item 1015(b)(6) of
Regulation M-A.  Describe why each of these analyses was used by
B.
Riley in reaching its opinion (i.e., the significance of a given
analysis to B. Riley`s overall analysis), and how each such
analysis
supported B. Riley`s ultimate fairness determination.  Please
provide
similar disclosure for any analyses conducted by Western Reserve
Partners.
31. You state in the last paragraph on page 43 that the analyses
performed by B. Riley are not necessarily indicative of actual
values
or actual future results.  In light of this fact, please tell us
why
the financial advisor selected these analyses.
32. Expand your disclosure on page 44 to quantify the fees B.
Riley
has been paid and will receive in connection with material
transactions with the parties during the past two years in
addition
to those fees relating to the currently contemplated transaction.
Also, in your prospectus summary disclose the portion of the fee
that
is contingent upon completion of the merger.  Provide the same
information for Western Reserve Partners.
33. In addition to our preceding comments regarding B. Riley`s,
and
if applicable, Western Reserve Partners` fairness opinions, please
provide the disclosure required by Form S-4 Item 4(b) with respect
to
the B. Riley fairness opinion and any report, opinion or appraisal
rendered by Western Reserve Partners.

Accounting Treatment, page 47
34. We refer you to your disclosure in the last full paragraph on
page 47.  Please explain why fair value is calculated based on the
closing prices surrounding the First Amendment to the Merger
Agreement.

Pro Forma Beneficial Ownership Information, page 65
35. Please identify the natural persons that beneficially own the
securities held by DCV.

Description of QuaTech Business, page 70
36. Please update the narrative discussion of QuaTech`s business
to
reflect any material developments since May 1, 2005.

Competitive Conditions, page 71
37. Please provide independent and objective support for QuaTech`s
statements of industry leadership.  For example, we note
disclosure
of QuaTech`s belief on page 72 that it is "a leader in multi-port
adapters" and "a leader in low port serial adapters."

QuaTech`s Management`s Discussion and Analysis of Financial
Condition
and Results of Operation, page 73
38. Insert at the beginning of this section an overview of the
most
important matters on which the QuaTech`s executives focus in
evaluating financial condition and operating performance as well
as
provide the context for the discussion and analysis of the
financial
statements.  This discussion should inform readers how the company
earns revenues and income and generates cash and provide insight
into
material opportunities, challenges and risks, such as those
presented
by known material trends and uncertainties, on which the company`s
executives are most focused for both the short and long term.  See
Section III.A of SEC Release 33-8350.

Results of Operations, page 75
39. In your results of operations section, you