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 refer to two or
more
factors that contributed to material changes over the reported
periods.  Revise to quantify the amount of the changes contributed
by
each of the factors or events that you identify instead of merely
stating that changes were due "primarily" to certain factors.  For
example, but without limitation, you state on page 76 that the
increase in gross margins was "primarily due to cost savings in
raw
materials and increased manufacturing efficiencies."  Revise to
quantify the effect that each significant factor or event that you
identify as a contributor to the overall change for the periods
being
compared. See Section III.D of SEC Release 33-6835.

2004 Compared to 2003, page 76

Net Sales, page 76
40. We note your disclosure that a reduced focus in the data
acquisition market resulted in a decline in net sales of 27% for
QuaTech`s data acquisition products.  Please discuss the factors
that
contributed to this reduced focus and disclose whether you expect
this to be a continuing trend for the foreseeable future.

Gross Profits, page 76
41. Please disclose how QuaTech achieved costs savings in raw
materials and increased manufacturing efficiency, and tell us
whether
you expect to maintain such savings and efficiencies into the
foreseeable future.
2003 Compared to 2002, page 77
Gross Profit and Gross Margins, page 77
42. Please explain how outsourcing the manufacturing
responsibility
for a number of its products contributed to a decline in QuaTech`s
gross margins.

Liquidity and Capital Resources, page 79
43. Please disclose whether QuaTech can satisfy its cash
requirements
from currently available resources for at least the next 12
months.

Trends and Uncertainties, page 80
44. Please disclose the percentage of QuaTech`s annual revenue for
each of the three most recently completed fiscal years and the
percentage of its revenue for the nine months ended September 30,
2005 contributed by these projects.  Tell us whether the banks can
discontinue these projects without notice to QuaTech and whether
QuaTech has received notification from any of these banks of its
intention to discontinue its project.  Explain in greater detail
why
you are uncertain as to whether these projects will provide
material
revenue beyond December 2005.


Interests of QuaTech Directors, Officers and Significant
Shareholders..., page 81
45. Please insert a reference in this section to the more detailed
discussion found at page 45.

Proposal 1, page 90

Executive Compensation, page 94

Beneficial Ownership, page 96
46. Please revise footnote 1 to the beneficial ownership table to
clarify whether the particular director/ executive officer either
has
no options exercisable within 60 days or whether you have not
included such options in the table.  If it is the latter, please
revise to include these options.
Proposal 2, page 104
47. We note that Proposal 2 seeks approval for the Merger, the
issuance of DPAC common shares in the merger and "all other
transactions contemplated in the Merger Agreement."  Please expand
your disclosure to include a description of these "other
transactions."  Also tell us why you believe Rule 14a-4 of
Regulation
14A does not require that your shareholders be given the
opportunity
to vote or abstain separately on these matters.
48. It appears that one of the "other transactions contemplated in
the Merger Agreement" is a reverse stock split.  It is
inappropriate
to seek approval for this matter as part of Proposal 2 and to also
seek approval as a separate proposal (Proposal 4).  Please remove
this matter from Proposal 2.  You may, if desired, condition
approval
of one Proposal upon the approval of the other, provided that
appropriate disclosure regarding these conditions is included in
the
proxy statement.
Proposal 3, page 106
49. You indicate in the first paragraph on page 106 that "[a]n
increase in the number of authorized shares of common stock is
necessary to enable DPAC to have a sufficient number of authorized
and unissued shares of common stock to conduct the Merger
described
above, as well as for corporate opportunities, such as additional
stock offerings, conversion of outstanding convertible securities,
acquisitions, stock dividends and compensation plans."  While you
also indicate that "[i]f the shareholders do not approve this
proposal or Proposal 4, DPAC will not be able to undertake the
Merger
as described in this document" (emphasis added), please expand
your
discussion on page 106 to illustrate this point in clear terms.
Consider referring the reader to the table on page 112 and discuss
the effect on the number of your shares authorized and available
for
issuance were the reverse split to be effectuated prior to the
consummation of the merger.  For example, we note that in the
event
you were to effectuate a ten-for-one reverse split prior to the
effective date of the merger, you would not only have enough
authorized shares to consummate the merger, but you would also
have
an amount of authorized shares available for issuance for the
corporate opportunities listed on page 106 equal to almost 200% of
the total shares outstanding following the merger on a fully
diluted
basis.  Discuss whether the board contemplated such a scenario and
why the proposal to increase the amount of authorized common stock
is
necessary to accomplish the corporate purposes cited in the
proposal
given the existence of Proposal 4.
Proposal 4, page 108

Purpose and Reasons for a Reverse Stock Split, page 108
50. Supplement your disclosure to indicate that an additional
purpose
of the reverse split could be to provide you with more than enough
shares to consummate the merger, as indicated by the table on page
112.
51. Please explain why you are seeking approval for such a wide
range
of reverse splits.  As the reverse stock split is to occur no more
than three months from the annual meeting, it is unclear why you
cannot narrow the range of possible stock splits.  Tell us why you
believe shareholders have adequate information about all possible
material future developments to approve such a broad range of
reverse
splits.

Proposal 5, page 115
52. Please clearly state that if the Merger is not completed,
approval of Proposal 5 by the DPAC shareholders could constitute
approval of a transfer of substantially all of DPAC`s assets.
53. Please disclose the DPAC board`s intentions regarding the
future
operations of the company in the event that the License Agreement
is
approved but the Merger is not, thus constituting a transfer of
substantially all of DPAC`s assets.

Where You Can Find More Information, page 123
54. Please provide the information required by Item 13(a)(2) of
Form
S-4.

Quatech, Inc. Financial Statements December 31, 2004, 2003 and
2002,
page F-1

Balance Sheets, page F-3
55. We note that you have recorded a $2.6 million intangible asset
related to the acquisition of a trade name which resulted from an
asset purchase agreement with WR Acquisitions, Inc. We also see
that
upon the application of SFAS 142, you determined the intangible
asset
had an indefinite life. Please tell us how you have concluded that
this intangible asset had an indefinite life in accordance with
paragraph 11 of SFAS 142.

Statements of Stockholders` Equity, page F-7
56. We note that you have included two years of statements of
stockholders` equity and that the independent auditors` report
refers
to three years of statements of stockholders` equity.  Please
revise
your financial statements to provide three years of statements of
stockholders` equity in accordance with Item 17 of Form S-4.

Note 2 - Summary of Significant Accounting Policies, page F-10
57. Please revise this note to also include a summary of the
recently
issued accounting pronouncements and the expected impact of their
adoption on your results of operations and financial condition.
Refer to SAB Topic 11.M.

Note 7 - Debt, page F-14
58. We note that for the warrants issued with the subordinated
term
loan, "the warrant holder has a put option to sell the warrants
back
to the Company."  Please tell us how you have complied with the
guidance provided by SFAS 150 and FSP 150-1 and tell us how it
impacted the classification of the warrants in your balance sheet.

Note 10 - Designated Stock, page F-16
59. We see that during the years ended December 31, 2004 and 2002,
you granted to employees options to purchase 34,276 and 30,416
shares
of common stock, respectively. We also note your disclosure on
page
F-11 that you elected to use the intrinsic value method of
accounting
for your awards to employees in accordance with APB 25. Please
tell
us why you believe the award of these stock options did not impact
your pro forma net income if you had applied the fair value based
method in accordance with paragraph 45.c.(3) of SFAS 123.

Note 12 - Unconditional Purchase Obligations, page F-19
60. Please clarify whether your purchase agreements have minimum
purchase quantities and if so, whether you have met those minimum
purchase requirements.

Note 14 - Prior Period Adjustment, page F-19
61. We note your discussion of the restatement of your results
relating to previously reported inventories is vague. Please tell
us
and revise the filing to clearly describe the "certain errors" you
discovered, who discovered the errors and what accounting
principles
were improperly applied. Please also disclose your reasons for
concluding that prior periods are unaffected by the incorrect
application of GAAP.

QuaTech, Inc. Financial Statements September 30, 2005 and 2004
(Unaudited), page F-21
62. Revise the QuaTech quarterly financial statements as necessary
based on our previous comments.

Unaudited Pro Forma Condensed Consolidated Financial Information,
page F-35

Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information, page F-39
63. Please update the purchase price allocation and related
disclosures to reflect any preliminary valuations or other studies
available as of the most recent practicable date.  We assume that
you
are not currently aware of any probable material allocations or
adjustments, not reflected herein, that are likely to be recorded.

(2) Preliminary Merger Purchase Price, page F-40
64. We note the license agreement discussed on page 115 entered
into
among DPAC, DCV and QuaTech for the exclusive license of
substantially all of DPAC`s design and intellectual property.
Additionally, we note that QuaTech has the option of paying a
royalty
on each unit of product sold, payable monthly, or may elect to
prepay
all license fees for a one-time payment of $2.4 million.  Please
revise and tell us how you are accounting for this license
agreement
including whether it is considered contingent consideration in the
estimated purchase price, as defined in SFAS 141.  Additionally,
please address how you will account for it in the purchase price
allocation.
65. As a related matter, we note that prepayment of the license is
at
QuaTech`s option.  Please tell us what happens upon the date of
the
merger if QuaTech determines it will pay the royalty on a monthly
basis, instead of prepaying the $2.4 million.

(3) Preliminary Merger Purchase Price Allocation, page F-41
66. We also refer you to adjustment (5)(b) and (5)(g). We see that
you allocate $1 million to the estimated fair value of developed
technology and $1.3 million to the estimated fair value of
customer
relations and that these intangible assets will be amortized over
the
useful life of 5 years. Please address the following:

* Please tell us and revise the filing to include more details of
the
allocation of the purchase price to these two intangible assets,
including how you determined the fair value, the valuation
methodologies, significant assumptions used and the basis for
recognizing the intangible assets.
* Please tell us why the purchase price resulted in such a
significant amount being recorded to goodwill, including why you
did
not allocate a greater amount to any intangible assets based on
paragraphs 37(e) and 39 and Appendix A14 of SFAS 141 or to
research
and development projects with no alternative future use in
accordance
with paragraph 42 of SFAS 141.
* Please tell us and revise to disclose why the five year useful
life
of the intangible assets was appropriate and how you applied the
guidance of paragraph 11 of SFAS 142 in estimating the useful
life.

(5) Pro Forma Adjustments, page F-42
67. We refer you to adjustment (5)(a). We see that you have
determined the fair value of the detachable warrant to purchase
5.1
million shares to be $479,000 using the Black-Scholes option
pricing
model and that you intend to record the fair value in equity.
However, on page 41, we note your disclosure that Evolution
Capital
Partners will "have the right to cause DPAC to purchase the
warrants
upon the earlier of the maturity of the notes and the occurrence
of
an event of default".  Please tell us what consideration you have
given to recognizing the warrants as a derivative under SFAS 133
or
as a liability under SFAS 150 and EITF 00-19. We may have further
comment based on your response.

Annex D.  Tax Opinion of Buchanan Ingersoll PC
68. Please have counsel revise the opinion to reflect the accurate
number of common shares and rights covered by the registration
statement.
69. We refer you to the last paragraph on page 2 of the opinion.
It
is vague and inappropriate to base the opinion on the provisions
of
the Code as they "appear likely to be interpreted."  Please have
counsel remove this statement from the opinion.
70. We note the statement that the opinion speaks as of the date
of
the opinion and that counsel will undertake no obligation to
update
the opinion.  Please either have counsel file an opinion that
omits
that statement or file an opinion dated as of the effective date
of
the registration statement as an exhibit to a final pre-effective
amendment to your registration statement.

Item 22.  Undertakings
71. Please include the undertaking set forth in Item 512(a) of
Regulation S-K.  Please note the December 1, 2005 effective date
of
Release 33-8591, which revises certain portions of Item 512.


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 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.

      You may contact Kevin Kuhar at (202) 551-3662 or Lynn Dicker
at
(202) 551-3616 if you have questions regarding comments on the
financial statements and related matters.  Please contact Adelaja
Heyliger at (202) 551-3636 or me at (202) 551-3800 with any other
questions.


Sincerely,



Perry Hindin
Special Counsel
Office of Electronics and Machinery

cc:  	via facsimile
      Nicholas J. Yocca, Esq.
      The Yocca Law Firm LLP




Creighton K. Early
DPAC Technologies Corp.
December 2, 2005
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