UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM l0-K/A

Amendment No. 2

(Mark One)

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended February 28, 2005

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number: 0-14843

DPAC TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

California	33-0033759
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7321 Lincoln Way, Garden Grove, CA	92841
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 898-0007

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:    YES  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form l0-K or any amendment to this Form 10-K  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    YES  ¨    NO  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The aggregate market value of the registrant’s Common Stock, no par value, held by non-affiliates of the registrant on February 28, 2005 the last business day of the registrant’s most recently completed fourth fiscal quarter (based on closing price per share on that date as reported on NASDAQ), was $11,866,000.

Number of shares of registrant’s Common Stock outstanding at June 15, 2005: 23,744,931 shares.

Documents Incorporated By Reference

Portions of the registrant’s Definitive Proxy Statement relating to the Registrant’s 2005 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Report.

DPAC TECHNOLOGIES CORP.

FORM 10-K/A

Amendment No. 2

for the year ended February 28, 2005

INTRODUCTION

This Amendment No. 2 on Form 10-K/A amends Part II of the Registrant’s Form 10-K/A filed on June 15, 2005. The information in the Form 10-K (File No. 0 -14843), including all Exhibits and Schedules thereto, is hereby incorporated by reference into this Amendment No. 2, except that such information is hereby amended and supplemented to the extent specifically provided herein.

PART II

Item 8.    Financial Statements and Supplementary Data

The sole purpose of this Amendment is to correct typographical errors in the Report of Independent Registered Public Accounting Firm located on page F-1 of the Form 10-K. The corrections are as follows: in the first sentence of the fifth paragraph, the words “a experience” are replaced with “experienced” and in the second sentence of the same paragraph, the word “sufficient” is replaced with “insufficient.” There are no changes to the financial statements.

Item 8 of the Form 10-K is hereby amended and restated as follows:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

DPAC Technologies Corp.

We have audited the accompanying balance sheet of DPAC Technologies Corp. (the “Company”) as of February 28, 2005 and the related statements of operations, stockholders’ equity, and cash flows for the year ended February 28, 2005. Our audit also included the information in the financial statement schedule listed in Item 15 as of and for the year ended February 28, 2005. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of DPAC Technologies Corp. as of February 28, 2005 and the results of its operations and its cash flows for the year ended February 28, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also audited the adjustments for discontinued operations described in Note 3 that were applied to restate the 2004 and 2003 financial statements. In our opinion, such adjustments are appropriate and have been properly applied.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced continuing losses from operations and negative operating cash flow. Additionally, the Company’s current cash balances are expected to be insufficient to fund its operations and other obligations through February 28, 2006. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

/s/ Moss Adams, LLP

Irvine, California

June 2, 2005

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

DPAC Technologies Corp.

We have audited the balance sheet of DPAC Technologies Corp. (the “Company”) as of February 29, 2004 and the related statements of operations, stockholders’ equity, and cash flows for the years ended February 29, 2004 and February 28, 2003 (prior to reclassification for discontinued operations discussed in Note 3 to the Financial Statements), not presented herein. Our audits also included the financial statement schedule for the years ended February 29, 2004 and February 28, 2003, listed in Item 15. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of DPAC Technologies Corp. as of February 29, 2004 and the results of its operations and its cash flows for the years ended February 29, 2004 and February 28, 2003 (prior to reclassification for discontinued operations discussed in Note 3 to the Financial Statements), not presented herein, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule for the years ended February 29, 2004 and February 28, 2003, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE, LLP

Costa Mesa, California

May 28, 2004

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DPAC TECHNOLOGIES CORP.

BALANCE SHEETS

FEBRUARY 28, 2005 AND FEBRUARY 29, 2004

	2005			2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,693,938		$	4,477,396
Accounts receivable, net of allowance for doubtful accounts of $19,948 (2005) and $76,294 (2004)		252,465			30,356
Inventories—net		146,800			36,800
Prepaid expenses and other current assets		279,255			323,065
Current assets of discontinued operations		164,134			1,746,933
Total current assets		3,536,592			6,614,550
PROPERTY—Net		230,305			263,994
GOODWILL					4,528,721
ASSETS OF DISCONTINUED OPERATIONS, net of current portion					1,274,204
OTHER ASSETS		364,007			406,501
TOTAL	$	4,130,904		$	13,087,970
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Note payable	$	147,641		$
Accounts payable		398,946			335,937
Accrued compensation		172,607			217,488
Accrued restructuring costs—current		627,415			488,798
Other accrued liabilities		175,998			104,330
Current liabilities of discontinued operations		467,952			1,191,515
Total current liabilities		1,990,559			2,338,068
ACCRUED RESTRUCTURING COSTS—Less current portion		257,707			327,901
LIABILITIES OF DISCONTINUED OPERATIONS, net of current portion		443,425			361,039
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS’ EQUITY:
Common stock, no par value—40,000,000 shares authorized; 23,744,931 and 21,242,964 shares issued and outstanding in 2005 and 2004, respectively		27,361,086			25,517,837
Additional paid-in capital		2,701,701			2,701,701
Accumulated deficit		(28,623,574	)		(18,158,576	)
Net stockholders’ equity		1,439,213			10,060,962
TOTAL	$	4,130,904		$	13,087,970

See accompanying notes to financial statements.

F-3

DPAC TECHNOLOGIES CORP.

STATEMENTS OF OPERATIONS

YEARS ENDED FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

	2005			2004			2003
NET SALES	$	1,426,398		$	95,712		$
COST OF SALES		1,036,988			101,317
GROSS PROFIT (LOSS)		389,410			(5,605	)
OPERATING EXPENSES:
Sales and marketing		1,922,542			846,725			519,205
Research and development		1,404,651			1,648,805			869,667
General and administrative		2,607,948			2,720,988			3,114,954
Goodwill impairment charge		4,528,721
Restructuring and impairment charges		665,086			870,854
Total operating expenses		11,128,948			6,087,372			4,503,826
LOSS FROM OPERATIONS		(10,739,538	)		(6,092,977	)		(4,503,826	)
INTEREST INCOME		36,116			56,176			113,637
LOSS BEFORE INCOME TAX PROVISION (BENEFIT)		(10,703,422	)		(6,036,801	)		(4,390,189	)
INCOME TAX PROVISION (BENEFIT)					4,763,984			(1,791,301	)
LOSS FROM CONTINUING OPERATIONS		(10,703,422	)		(10,800,785	)		(2,598,888	)
DISCONTINUED OPERATIONS, Net		238,424			(3,123,519	)		5,056,766
NET (LOSS) INCOME	$	(10,464,998	)	$	(13,924,304	)	$	2,457,878
NET (LOSS) INCOME PER SHARE,
Basic and diluted:
Continuing operations	$	(0.46	)	$	(0.51	)	$	(0.12	)
Discontinued operations	$	0.01		$	(0.15	)	$	0.24
Net (loss) income	$	(0.45	)	$	(0.66	)	$	0.12
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		23,319,395			21,102,387			21,010,700

See accompanying notes to financial statements.

F-4

DPAC TECHNOLOGIES CORP.

STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

	Common Stock					Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount
BALANCE—February 28, 2002	20,986,029			24,868,200					(6,692,150	)		18,176,050
Exercise of stock options	63,500			82,024								82,024
Repurchase of common stock	(22,000	)		(25,293	)							(25,293	)
Compensation expense associated with stock options				5,056								5,056
Reversal of deferred income tax valuation allowance							2,701,701					2,701,701
Cancellation of unvested restricted common stock	(39,615	)
Net income									2,457,878			2,457,878
BALANCE—February 28, 2003	20,987,914			24,929,987			2,701,701		(4,234,272	)		23,397,416
Exercise of stock options	255,050			286,290								286,290
Compensation expense associated with stock options				301,560								301,560
Net loss									(13,924,304	)		(13,924,304	)
BALANCE—February 29, 2004	21,242,964			25,517,837			2,701,701		(18,158,576	)		10,060,962
Exercise of stock options	17,500			9,750								9,750
Private placement of common stock	2,484,467			1,778,900								1,778,900
Compensation expense associated with stock options				54,599								54,599
Net loss									(10,464,998	)		(10,464,998	)
BALANCE—February 28, 2005	23,744,931		$	27,361,086		$	2,701,701	$	(28,623,574	)	$	1,439,213

See accompanying notes to financial statements.

F-5

DPAC TECHNOLOGIES CORP.

STATEMENTS OF CASH FLOWS

YEARS ENDED FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

	2005			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(10,703,422	)	$	(10,800,785	)	$	(2,598,888	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		167,017			368,316			361,517
Goodwill impairment charge		4,528,721
Deferred income taxes					4,763,984			(1,808,083	)
Compensation expense associated with stock options		54,599			301,560			5,056
Provision for bad debts		19,948
Provision for obsolete inventory		35,000
Changes in operating assets and liabilities:
Accounts receivable		(242,057	)		(30,356	)
Inventories		(145,000	)		(36,800	)
Prepaid expenses and other assets		45,698			352,945			123,043
Accounts payable		63,009			127,154			67,193
Accrued compensation		(44,881	)		49,994			(136,618	)
Accrued restructuring costs		68,423			816,699
Other accrued liabilities		71,668			90,179			(849	)
Net cash used in operating activities		(6,081,277	)		(3,997,110	)		(3,987,629	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(135,216	)		(68,499	)		(173,442	)
License agreement		91,083			(375,000	)
Net cash used in investing activities		(44,133	)		(443,499	)		(173,442	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term debt		147,641
Note receivable		(48,589	)
Net proceeds from issuance of common stock		1,788,650			286,290			82,024
Repurchase of common stock								(25,293	)
Net cash provided by financing activities		1,887,702			286,290			56,731
NET PROVIDED BY DISCONTINUED OPERATIONS	$	2,454,250		$	434,571			6,042,648
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1,783,458	)	$	(3,719,748		$	1,938,308
CASH AND CASH EQUIVALENTS—Beginning of year		4,477,396			8,197,144			6,258,836
CASH AND CASH EQUIVALENTS—End of year	$	2,693,938		$	4,477,396		$	8,197,144
SUPPLEMENTAL CASH FLOW INFORMATION—Cash paid during the year for:
Interest	$	27,879		$	35,253		$	72,956
Income taxes	$	—		$	—		$	35,155
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of property under capital leases	$	—		$	385,961		$	—
Reversal of valuation allowance to paid in capital	$	—		$	—		$	2,701,701
Reversal of valuation allowance to goodwill	$	—		$	—		$	254,200

F-6

DPAC TECHNOLOGIES CORP.

NOTES TO FINANCIAL STATEMENTS

THREE YEARS IN THE PERIODS ENDED FEBRUARY 28, 2005

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations—DPAC Technologies Corp. (formerly Dense-Pac Microsystems, Inc.) (“DPAC” or the “Company” or “we” or “our”) is a provider of wireless connectivity products for industrial, transportation, medical and other commercial applications. The products are designed to enable OEM equipment designers to incorporate 802.11 wireless LAN connectivity into their device, instrument or equipment through the inclusion of the Company’s Wireless LAN Node Module in their system design. The Company also sells AirborneDirect plug-and-play wireless products that add 802.11 wireless connectivity to legacy instruments and equipment that have a pre-existing serial or Ethernet data port.

During fiscal 2005, the Company sold its Industrial, Defense and Aerospace (“IDA”) product line and ceased the sale and production of memory stacking services to providers of high-density memory boards. These product lines comprised the majority of the Company’s historical revenues. The results of operations and any remaining assets for these product lines are treated as discontinued operations in the Company’s financial statements, which have been restated to reflect the discontinued operations treatment for all periods presented.

Except where otherwise noted, the financial information contained herein represents our continuing operations, and excludes the discontinued IDA and memory stacking products.

Basis of Presentation—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Some historical amounts have been reclassified to be consistent with the current financial presentation

Use of Estimates—The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during reporting years. Actual results could differ from those estimates

New Accounting Pronouncements—In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard 123R (Revised 2004), Share-Based Payment (“SFAS 123R”), which requires that the compensation cost relating to share-based payment transactions be recognized in financial statements based on alternative fair value models. The share-based compensation cost will be measured based on the fair value of the equity or liability instruments issued. We currently disclose pro forma compensation expense quarterly and annually. Upon adoption, the pro forma disclosures previously permitted under SFAS 123 will no longer be an alternative to financial statement recognition. The provisions of SFAS 123R are effective as of the beginning of the first annual reporting period that begins after June 15, 2005. The Company is currently evaluating the impact of this standard. The adoption of this standard will result in an increase in compensation expense and a reduction to net income and net income per common share and is expected to have a material effect on the results of operations.

In November 2004, the FASB issued Statement of Financial Accounting Standard 151, Inventory Costs—an amendment of ARB No. 43, Chapter 4 (“SFAS 151”). SFAS 151 amends the guidance in ARB No. 43 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that these costs be recognized as current period

F-7

charges regardless of whether they are abnormal. In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of manufacturing be based on the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We are currently evaluating the effect that the adoption of this new standard may have on our financial position or results of operations.

Cash and Cash Equivalents—Cash equivalents include short-term highly liquid investments with original maturities of three months or less. At February 28, 2005, the Company’s cash and cash equivalents were substantially uninsured and were held primarily with one financial institution. Cash and cash equivalents in excess of insured limits may be subject to risk.

Inventories—We value our inventory at the lower of the actual cost to purchase and/or manufacture or the current estimated market value of the inventory. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements for the next twelve months. We consider additional facts and circumstances, in order to determine that any condition exists that would confirm or deny the need for recording a write-off.

Property, Plant and Equipment—Property is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from 3 to 12 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful lives of the improvements or the term of the related lease.

The Company accounts for the impairment and disposition of long-lived assets in accordance with Statement of Financial Accounting Standards No. (“SFAS No.”) 144, Accounting for the Impairment or Disposal of Long-Lived Assets. In accordance with SFAS No. 144, long-lived assets to be held are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. The Company periodically reviews the carrying value of long-lived assets to determine whether or not impairment to such value has occurred. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset.

The Company, during fiscal year 2005 and 2004, determined that an impairment had occurred of its production fixed assets and the fixed assets procured for discontinued product lines. See Notes 3, 4 and 6 for additional information.

Goodwill—Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired. Goodwill is tested for impairment annually, or when a possible impairment is indicated, using the fair value based test prescribed by SFAS 142. Since we operate in a single business segment as a single business unit, the determination of whether any potential impairment of goodwill exists is based on a comparison of the fair value of the entire Company to the accounting value of our net assets. In estimating the fair value of the entire Company, we review the average and closing stock

F-8

prices for our Common Stock, as well as other factors including using a discounted cash flow analysis. If the fair value of the entire Company is determined to be less than the accounting value of our net assets, we could be required to record an impairment loss for our goodwill that could have a material adverse impact on our operating results for the period in which such charge was recorded.

Pursuant to SFAS 142, the Company performed its annual valuation to determine if an impairment of goodwill had occurred as of February 28, 2005. The Company reviewed the market value of its outstanding common stock, as well as subjective valuations based on projections of revenues, costs of goods sold, operating margins and cash flows. Based on these analyses, the Company concluded that projected future cash flows to be generated from operations were not sufficient to substantiate a fair value of the entire Company to support the accounting value of our net assets. Based on this analysis, the Company concluded that the entire amount goodwill had been impaired and, therefore, recorded a non-cash impairment charge of $4.5 million during the fourth quarter of fiscal year 2005. The Company did not record any similar impairment charge during fiscal year 2004.

Revenue Recognition—Revenues from product sales are recognized upon shipment and transfer of title, in accordance with the shipping terms specified in the arrangement with the customer. Revenue recognition is deferred in all instances where the earnings process is incomplete. Certain products are made to foreign electronic component distributors under agreements, which do not have a right to return unsold products. A reserve for defective products is recorded for other customers based on historical experience or specific identification of an event necessitating a reserve. Development revenue is recognized when services are performed and was not significant for any of the periods presented.

Advertising Expenses—The Company expenses advertising costs as incurred. These costs were not material for the years ended February 28, 2005, February 29, 2004 and February 28, 2003.

Income Taxes—The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. Deferred taxes result from temporary differences between the bases of assets and liabilities for financial statements and tax reporting purposes. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company’s assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax asset will not be realized. During the year ended February 28, 2005, the Company recorded a full valuation allowance associated with its net deferred tax assets. See Note 7 for additional information.

Net Income per Share—The Company computes net income per share in accordance with SFAS No. 128, Earnings per Share. Basic earnings per share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities by including other common stock equivalents, including stock options, in the weighted-average number of common shares outstanding for a period, if dilutive.

F-9

The table below sets forth the reconciliation of the denominator of the earnings per share calculation:

	2005	2004	2003
Shares used in computing basic net income (loss) per share	23,319,395	21,102,387	21,010,700
Dilutive effect of stock options(1) and warrants(2)	—	—	222,600
Shares used in computing diluted net income (loss) per share	23,319,395	21,102,387	21,233,300

(1) 312,869, 443,467 and 222,600 potential common shares have been excluded from diluted weighted average common shares for fiscal year 2005, 2004 and 2003 respectively, as the effect would be anti-dilutive.

(2) Excluded from the diluted weighted average common shares for fiscal year 2005 are 2,514,410 warrants issued in conjunction with the private placement of common stock in the first quarter of fiscal year 2005. These options were excluded because the exercise prices of these options were greater than the average market price of our common stock for the period. There were no warrants of outstanding as February 29, 2004 or February 28, 2003.

Stock-Based Compensation—Pursuant to SFAS No. 123, the Company has elected to continue using the intrinsic value method of accounting for stock-based awards granted to employees and directors in accordance with Accounting Principles Board (“APB”) Opinion No. 25 and related interpretations in accounting for its stock option and purchase plans. As a result, the Company only records compensation expense for stock-based awards granted with an exercise price below the market value of the Company’s stock on the measurement date.

SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, requires the disclosure of pro forma net income (loss) and earnings (loss) per share. Under SFAS No. 123, and as amended by SFAS No. 148, the fair value of stock-based awards to employees is calculated through the use of option-pricing models even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values.

The Company’s calculations are based on a single-option valuation approach and forfeitures are recognized as they occur. If the fair values of the awards had been amortized to expense over the

F-10

vesting period of the awards, results would have been as follows for the respective fiscal years ended February:

	2005			2004			2003
Loss from continuing operations as reported	$	(10,703,422	)	$	(10,800,785	)	$	(2,598,888	)
Add: Stock-based compensation expense included in reported net income, net of related tax effects in 2003		54,599			301,560			3,034
Deduct: Total stock-based compensation determined under fair value based method for all awards net of related tax effects		(505,378	)		(1,079,562	)		(678,504	)
Pro forma net loss from continuing operations	$	(11,154,201	)	$	(11,578,787	)	$	(3,274,358	)
Net loss per share as reported:
Basic	$	(0.46	)	$	(0.51	)	$	(0.12	)
Diluted	$	(0.46	)	$	(0.51	)	$	(0.12	)
Pro forma net loss per share:
Basic	$	(0.48	)	$	(0.55	)	$	(0.16	)
Diluted	$	(0.48	)	$	(0.55	)	$	(0.16	)

The Company’s calculations were made using the Black-Scholes option-pricing model, with the following weighted-average assumptions:

Assumptions	2005		2004		2003
Expected life (months)	35		38		39
Stock volatility	94	%	102	%	106	%
Risk-free interest rate	3	%	4	%	5	%
Dividends during the expected term	None		None		None

As previously discussed, the FASB issued SFAS 123R in December 2004, which will require the Company to begin expensing stock options in the beginning of fiscal year 2007.

Significant Outsource Manufacturer—The Company is dependent on a limited number of suppliers for its wireless products but has no long-term supply contracts with any of them. There can be no assurance that the Company will not experience difficulties in meeting its supply requirements in the future. Any inability to obtain adequate deliveries of parts, either due to the loss of a supplier or industrywide shortages, could delay shipments of the Company’s products, increase its cost of goods sold, and have a material adverse effect on its business, financial condition and results of operations.

The wireless product is manufactured overseas in Taiwan, with some contract manufacturing conducted locally. Due to the geographic concentration, a disruption of the manufacturing operations resulting from sustained process abnormalities, human error, government intervention or natural disasters such as earthquakes, fires or floods could cause the Company to cease or limit subcontractors’ operations and consequently harm the Company’s business, financial condition and results of operations.

F-11

Concentration of Sales and Credit Risk—The Company grants credit to customers based on an evaluation of the customer’s financial condition and collateral is not required. Estimated credit losses are provided for in the financial statements. A decision by a significant customer to substantially decrease or delay purchases from the Company or the Company’s inability to collect receivables from these customers could have a material adverse effect on the Company’s business, financial condition and results of operations.

Comprehensive Income—The Company had no items of other comprehensive income for fiscal years 2005, 2004, and 2003.

2. LIQUIDITY

The Company has incurred losses from continuing operations for each of the last three fiscal years. At February 28, 2005, the Company had cash and cash equivalents of $2.7 million, working capital of $1.5 million and a current ratio of 1.8 to 1. This compares to a cash balance of $4.5 million, working capital of $4.3 million and a current ratio of 2.8 to 1 at February 29, 2004.

Management expects the Company will continue to consume cash for the next several quarters. The rate at which cash will be consumed is primarily dependent on the amount of revenues realized during each period. Based on the Company’s current cash flow requirements, management believes that our positive cash position, and our current credit facility will not be adequate to continue to maintain liquidity throughout the ensuing fiscal year. This raises substantial doubt about the Company’s ability to continue as a going concern. The Company will seek to close the merger with QuaTech and continue to seek additional equity financing or their financing in order to finance it obligation’s as they are due. There can be no assurance that additional financing would be available if and when needed on terms favorable to the Company.

3. DISCONTINUED OPERATIONS

As a result of the significant decline in the demand for the Company’s legacy stacking products experienced during fiscal year 2004 and continuing into fiscal year 2005, the Company implemented a number of restructuring initiatives to focus future endeavors of the Company on the Airborne™ product line.

On June 14, 2004, DPAC sold all of its memory stacking patent and patent applications and related excess inventory associated with our legacy commercial product line for $670,000 in cash. Under the agreement, DPAC accepted agreed upon orders for LP Stacks™ subject to material and capacity availability through July 30, 2004 and all orders were shipped no later than August 6, 2004. In conjunction with the sale, the Company’s memory stacking product line was discontinued. This product line accounted for $16.3 million (or 83%) of the Company’s net sales during fiscal year 2004 and $3.9 million (or 56%) of the Company’s net sales for the fiscal year ended February 28, 2005. Accordingly, the Company completed the planned shut down of its in-house manufacturing, disposed of all related manufacturing equipment and vacated the portion of its leased facility utilized for manufacturing purposes during the third quarter of fiscal year 2005. The product lines are classified as discontinued operations beginning in the second fiscal quarter of 2005.

F-12

On May 6, 2004, DPAC reached an agreement with a third party to sell DPAC’s industrial, defense and aerospace (IDA) memory product line. The agreement transferred all of our relevant licensed rights to the specified technology and product line, and certain inventory and assets for $333,000 in cash and contingent future consideration based on the revenues of the product lines for the next two years. The amount of the additional consideration cannot yet be determined. The entire IDA product line, including royalty revenues, accounted for $3.16 million (or 16%) of the Company’s net sales during fiscal year 2004 and $1.7 million (or 24%) of the Company’s net sales for the fiscal year ended February 28, 2005. In conjunction with the sale of the memory stacking product line as well as the shut down of the Company’s manufacturing process, the Company determined that, after completing shipments of existing IDA orders, it would no longer have continuing significant involvement with the IDA product line. The product line was categorized as discontinued during the second quarter of fiscal year 2005.

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” both the IDA and memory stacking product lines are classified as discontinued operations and the related financial results are reported separately as discontinued operations for all periods

F-13

presented. Certain financial information regarding these product lines included in discontinued operations is set forth below:

	Year ended,
	February 28, 2005		February 29, 2004			February 28, 2003
Revenue	$	5,563,672	$	19,471,397		$	34,489,465
Cost of sales and operating expenses		4,886,508		20,811,718			29,359,743
Restructuring and impairment charges		1,159,432		1,783,198
Gain on sale of assets		720,692
Net gain (loss) from discontinued operations, net of tax effect		238,424		(3,123,519	)		5,056,765
			February 28, 2005			February 29, 2004
Accounts receivable, net			$	164,134		$	1,351,950
Inventories				—			394,983
Property, net				—			1,274,204
Total assets			$	164,134		$	3,021,137
Current portion of capital leases			$	109,800		$	160,081
Accounts payable and accrued expenses				20,087			867,832
Accrued restructuring costs—current				338,065			83,418
Deferred revenue				—			80,184
Total current liabilities				467,952			1,191,515
Accrued restructuring costs- long term				303,447			106,979
Capital leases, net of current portion				139,978			254,060
Total Liabilities			$	911,377		$	1,552,554

During the year ended February 28, 2005, the Company recorded net restructuring charges related to discontinued operations of $1.2 million, which included severance charges of $864,000 and a reserve for vacated excess facilities of $295,000. The severance charges are the result of a reduction in workforce of 33 individuals. The accrued severance charges are payable over the period ending December 31, 2006.

F-14

A summary of the activity that affected the Company’s accrued restructuring costs for discontinued operations during fiscal years 2004 and 2005 is as follows:

	Employee Severance			Equipment Write-downs			Facilities and Lease Termination			Total
Balance at 2/28/03	$	—		$	—		$	—		$	—
Amounts expensed		503,749			2,001,941			496,000			3,001,690
Amounts paid / incurred		(413,352	)		(2,001,941	)		(396,000	)		(2,811,293	)
Balance at 2/29/04	$	90,397		$	—		$	100,000		$	190,397
Amounts expensed		864,432			—			295,000			1,159,432
Amounts paid / incurred		(560,733	)		—			(147,584	)		(708,317	)
Balance 2/28/05	$	394,096		$	—		$	247,416		$	641,512

All of the charges reflected in the above table are included in gain or loss from discontinued operations in the accompanying financial statements. Refer to Note 9 for a summary of restructuring charges affecting continuing operations.

4. INVENTORIES

Inventories consist of the following:

	February 28, 2005		February 29, 2004
Raw materials—net	$	89,500	$	32,100
Work-in-process—net		31,400		1,300
Finished goods—net		25,900		3,400
Inventories—net	$	146,800	$	36,800

Inventory reserves of $35,000 and $0 as of February 28, 2005 and February 29, 2004, respectively, have been deducted from amounts shown above as they are considered permanent write-downs.

F-15

5. PROPERTY

Property consists of the following:

	February 28, 2005			February 29, 2004
Machinery and equipment	$	130,294		$	29,000
Furniture and fixtures		356,855			354,677
Leasehold improvements		5,981
Computer hardware and software		496,237			474,863
		989,367			858,540
Less accumulated depreciation and amortization		(759,062	)		(594,546	)
Property—net	$	230,305		$	263,994

6. SHORT-TERM DEBT

At February 28, 2005, the Company had $147,000 of short-term debt, with an annual interest rate of 5.5%, payable monthly, through July 2005.

The Company has a line of credit with a bank providing for borrowings of up to 80% of eligible accounts receivable, as defined, not to exceed $2,000,000. Available borrowings at February 28, 2005 were approximately $200,000. The line of credit is collateralized by substantially all of the Company’s assets and expires in June 2005. There were no borrowings outstanding under the line of credit at February 28, 2005. The agreement requires the Company to maintain certain financial covenants that the Company was in compliance with at February 28, 2005. Such covenants also restrict the Company’s ability to pay any dividends on its common stock.

7. COMMITMENTS AND CONTINGENCIES

Commitments—The Company leases its office and operation facilities under an operating lease arrangement that expires on April 30, 2007. The facility lease requires additional payments for property taxes, insurance and maintenance costs. Additionally, the Company leases certain equipment under capital leases. The following table summarizes the future minimum payments under the Company’s operating and capital leases at February 28, 2005:

Fiscal Year Ending	Capital			Operating
2006	$	123,507		$	286,509
2007		110,265			297,170
2008		36,755			49,028
Total minimum lease payments		270,527			629,708
Less amounts representing interest		(20,749	)
Present value of minimum lease payments		249,778			—
Less current portion		(109,800	)		—
Long-term portion	$	139,978		$	—

F-16

Rent expense relating to operating leases was approximately $331,000, $381,000 and $531,000 for fiscal years 2005, 2004, and 2003, respectively.

Other Contingent Contractual Obligations—During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include: intellectual property indemnities to the Company’s customers and licensees in connection with the use, sale and/or license of Company products; indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease; indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company; indemnities involving the accuracy of representations and warranties in certain contracts; and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of the State of California. The Company may also issue a guarantee in the form of a standby letter of credit as security for contingent liabilities under certain customer contracts. The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees may not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying balance sheets.

Litigation—The Company is involved from time-to-time in a variety of other legal and administrative proceedings and claims which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, the Company does not believe that the outcome of any currently pending other legal matters will have a material adverse effect on the Company’s financial statements.

8. IMPAIRMENT AND RESTRUCTURING COSTS

As a result of the significant decline in the demand for the Company’s stacking products, the Company implemented a number of restructuring initiatives to focus future endeavors of the Company on the Airborne™ product line and to transition to an outsourced manufacturing model.

During fiscal year ended February 28, 2005, the Company recorded net restructuring charges affecting continuing operations of $665,000, which are comprised of severance charges as the result of a reduction in workforce of ten individuals, including the company’s prior CFO. The accrued severance charges are payable over the period ending December 2006.

F-17

A summary of the activity that affected the Company’s accrued restructuring costs of continuing operations during fiscal years 2004 and 2005 is as follows:

	Employee Severance
Balance at 2/29/03	$	—
Amounts expensed		870,854
Amounts paid / incurred		(54,155	)
Balance at 2/29/04	$	816,699
Amounts expensed		665,086
Amounts paid / incurred		(596,663	)
Balance 2/28/05	$	885,122

All of the charges reflected in the above table are included in restructuring charges of continuing operations in the accompanying financial statements. Refer to Note 3 for a summary of the restructuring charges affecting discontinued operations.

9. INCOME TAXES

The income tax (provision) benefit consists of the following for the fiscal years ended February 2005, 2004 and 2003:

	2005			2004			2003
Current:
Federal		-0-		$	(800	)	$	14,382
State		800			800			2,400
Total current		800			-0-			16,782
Deferred:
Federal		(1,830,946	)		(2,754,375	)		169,733
State		(522,209	)		(483,565	)		346,198
Total deferred		(2,353,155	)		(3,237,940	)		515,931
Change in valuation allowance		2,353,156			8,001,924			(2,324,014	)
Deferred income tax provision (benefit)—net		1			4,763,984			(1,808,083	)
Total income tax provision (benefit)	$	801		$	4,763,984		$	(1,791,301	)

F-18

A reconciliation of the Company’s effective tax rate compared to the federal statutory tax rate is as follows:

	2005		2004		2003
Federal statutory rate	(34	)%	(35	)%	35	%
State taxes—net of federal benefit	0		(4	)	6
Valuation allowance	19		90		(310	)
Other	15		1
	0	%	52	%	(269	)%

The Company provides deferred income taxes for temporary differences between assets and liabilities recognized for financial reporting and income tax purposes. The income tax effects of these temporary differences representing significant portions of the deferred tax assets and deferred tax liabilities are as follows at February 28, 2005 and February 29, 2004:

	2005			2004
Deferred tax assets:
Inventories	$	48,491		$	194,083
Other reserves		429,856			447,071
Impairment and restructuring costs					234,485
Net operating loss carryforwards, general business credit carryforwards and AMT credit carryforwards		10,974,891			7,757,705
Total gross deferred assets		11,453,238			8,633,344
Deferred tax liabilities:
Depreciation and amortization		(360,134	)		(70,674	)
State taxes		(519,990	)		(342,711	)
Total deferred tax liabilities		10,573,114			8,219,959
Valuation allowance		(10,573,114	)		(8,219,959	)
Net deferred income taxes	$	—		$	—

As of February 28, 2005 and February 29, 2004, a valuation allowance of $10,573,114 and $8,219,959 has been provided based upon the Company’s assessment of the future realizability of certain deferred tax assets, as it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. During fiscal year 2004, the Company established a full valuation allowance for its net deferred tax assets, resulting in a charge to 2004 fiscal earnings of $4.8 million. In fiscal year 2003, the Company reversed a valuation allowance on its deferred tax assets totaling $5,279,915. Based on the nature of the underlying deferred tax assets, the reversal of the valuation allowance resulted in an increase to additional paid-in capital of $2,701,701, a reduction of Goodwill in the amount of $254,200, and a net income tax benefit of $2,324,014. The reversal was the result of the Company’s history of operating profitability and the determination by management that the future realization of the net deferred tax assets was more likely than not at that time.

F-19

The fiscal 2005 and fiscal 2004 valuation allowances were calculated in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. Evidence evaluated by management included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. The Company’s net losses in recent periods represented sufficient negative evidence to require a full valuation allowance against its net deferred tax assets under SFAS 109. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of our deferred tax assets.

As of February 28, 2005, the Company had federal and state net operating loss carryforwards of $27,045,000 and $15,085,000, respectively. Unless utilized, the federal net operating losses begin to expire in 2012, while the state net operating losses begin to expire in 2010. As of February 28, 2005, the Company had federal and state tax credit carryforwards of $275,000 and $172,000, respectively. The federal tax credits begin to expire in 2008, while the state tax credits begin to expire in 2005.

10. PRIVATE PLACEMENT OF COMMON STOCK

On May 6, 2004, the Company completed a private placement of approximately 2.5 million shares of common stock and warrants for net proceeds of approximately $1.8 million. In conjunction with the sale of stock, the Company issued warrants to purchase additional common stock. The Series A warrants expire in five years and are exercisable for approximately 1.24 million additional shares of common stock to the investors at $1.24 per share. Of these Series A Warrants, 968,836 are called “Restricted” as they were not exercisable until November 5, 2004. The remaining Series A warrants are immediately exercisable. The Series A warrants were not exercised as of November 2004 and have expired. The Series B warrants expire 320 days after July 14, 2004 and are immediately exercisable for approximately 1.03 million additional shares of common stock to the investors at $.97 per share. The placement agent has received warrants to purchase approximately 238,000 shares of common stock at $1.07 per share that were not exercisable until November 5, 2004, and that will expire in five years. The warrants are callable by DPAC under certain conditions.

The Company valued the warrants using the Black-Scholes option-pricing model with the following assumptions:

(a) expected life equal to the contract life of each warrant,

(b) 100% volatility and 3.7% risk-free interest rate for the Series A and placement agent warrants, and

(c) 94% volatility and 1.5% risk-free interest rate for the Series B warrants.

This calculation resulted in the following valuations: $700,000 for the Series A warrants, $240,000 for the Series B warrants, and $140,000 for the placement agent warrants. The value ascribed to the warrants has been treated as a reduction to common stock issued in the private placement.

F-20

11. EMPLOYEE STOCK OPTION PLANS

Under the terms of the Company’s 1996 Stock Option Plan (the “Plan”), options to purchase 6,000,000 shares of the Company’s common stock are available for issuance to employees, officers, directors, and consultants. The plan was modified in fiscal year 2002 to increase the total number of options in the plan by 4% of the number of outstanding shares of common stock each year until the end of the option plan.

Options issued under this Plan are granted with exercise prices at fair market value and generally vest at a rate of 25% to 50% per year and expire within 10 years from the date of grant or upon 90 days after termination of employment. At February 28, 2005, 3,028,272 shares were available for future grants under the Plan.

During the years ended February 28, 2005 and February 29, 2004, the Company granted 125,000 and 24,000 options to non-employees to purchase common shares at an average price of $0.59 and $1.02. Some of these stock options vest over time and are subject to revaluation, where the fair value of the non-vested options is adjusted every reporting period throughout the vesting schedule. The total value of the options granted to non-employees was determined to be $25,424 and $17,727 respectively for fiscal years 2005 and 2004, utilizing the Black-Scholes option-pricing model and was recorded as an expense in the accompanying financial statements. Also during fiscal years 2005 and 2004, the Company accelerated vesting on certain employee options in connection with their separation from the Company. As a result of the modification to accelerate the vesting of these stock options, the Company recorded $29,175 compensation expense for fiscal year 2005 and $283,833 for fiscal year 2004 of stock compensation expense representing the difference between the original strike price and the price of the common stock on the modification date.

During the year ended February 28, 2003, the Company granted 6,000 options to non-employees to purchase common shares at $1.42 per share. The options vested 100% on January 14, 2003 and expire the earlier of (1) two years after service termination, or (2) 10 years from date of grant. The value of the options was determined to be $5,056 utilizing the Black-Scholes option-pricing model on the date of grant and was recorded as expense in the accompanying financial statements.

F-21

A summary of activity for the stock option plans is as follows:

	Number of Shares		Weighted- Average Exercise Price
Outstanding—February 28, 2002	2,579,520		$	3.20
Granted (weighted-average fair value of $1.12)	521,500		$	2.20
Exercised	(63,500	)	$	1.29
Canceled	(66,750	)	$	3.80
Outstanding—February 28, 2003	2,970,770		$	3.09
Granted (weighted-average fair value of $0.56)	1,295,000		$	1.01
Exercised	(255,050	)	$	1.12
Canceled	(221,875	)	$	2.83
Outstanding—February 29, 2004	3,788,845		$	2.51
Granted (weighted-average fair value of $0.63)	2,276,000		$	0.63
Exercised	(17,500	)	$	0.56
Canceled	(646,400	)	$	1.25
Outstanding—February 28, 2005	5,400,945		$	1.87

Additional information regarding options outstanding is as follows as of February 28, 2005:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Exercise Price
$0.94 - $1.00	1,948,750	8.2	$	0.60	544,750	$	0.89
$1.01 - $1.99	2,202,945	7.5	$	1.31	1,765,865	$	1.36
$2.00 - $2.99	349,250	5.4	$	2.31	346,750	$	2.31
$3.05 - $7.56	900,000	5.4	$	5.78	895,000	$	5.79
	5,400,945	7.2	$	1.87	3,552,365	$	2.51

12. SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Company’s chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. In fiscal year 2005, approximately 15% of our sales were export sales, as compared to 12% in fiscal year 2004 and no foreign sales in fiscal year 2003. Foreign sales are made in U.S. dollars. All long-lived assets are located in the United States.

F-22

The Company’s chief executive officer reviews financial information and makes operational decisions based upon the Company as a whole. Therefore, the Company reports as a single operating segment.

The results of operations and the financial information herein represents our continuing operations, and excludes the discontinued IDA and memory stacking products.

13. BENEFIT AND COMPENSATION PLAN

The Company has a contributory 401(k) plan for all eligible employees. The Company matches up to 50% of an employee’s contribution to the 401(k) plan, up to 4% of the employee’s eligible salary, subject to certain limitations. The Company contributed $68,183, $102,103 and $127,817 to the 401(k) plan during fiscal years 2005, 2004, and 2003, respectively.

14. SUBSEQUENT EVENT—MERGER WITH QUATECH, INC. (UNAUDITED)

On April 26, 2005, DPAC announced that we have entered into a definitive agreement with QuaTech, Inc. that sets forth the terms of a proposed merger on a stock-for-stock basis. A copy of the agreement has been filed with the SEC under Form 8-K/A. QuaTech, a privately-held company, is an industry leader in device networking and connectivity solutions. Following the transaction, QuaTech would be a wholly-owned subsidiary of DPAC. Under the letter of intent, QuaTech’s shareholders and stakeholders would receive DPAC shares in an amount equal to 150 percent of the amount of DPAC’s partially diluted shares on a record date and on terms to be determined.

The consummation of the merger, as contemplated by the definitive agreement, is subject to various conditions, including the approval of DPAC shareholders and QuaTech shareholders, as well as satisfaction of certain other requirements and the absence of material adverse conditions.

* * * * * *

F-23

PART IV.

ITEM 15: EXHIBITS

(c) Exhibits Required by Item 601 of Regulation S-K (The Company will furnish a copy of any exhibit to a shareholder upon request but a reasonable fee will be charged to cover our expenses in furnishing such exhibit):

Exhibit No.	Description
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 on Form 10-K/A to the Form 10-K (File No. 0 -14843) is true, complete and correct.

Date: November 7, 2005	DPAC TECHNOLOGIES CORP.
	By:	/s/ Creighton K. Early
		Creighton Kim Early Chief Executive Officer Director
	By:	/s/ Stephen J. Vukadinovich
		Stephen J. Vukadinovich Chief Financial Officer & Secretary (Principal Financial and Accounting Officer)