10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2008

o TRANSITION REPORT UNDER 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 Small Business Issuer as Specified in Its Charter)

CALIFORNIA	33-0033759
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
5675 HUDSON INDUSTRIAL PARK, HUDSON, OHIO	44236
(Address of Principal Executive Offices)	(Zip Code)

(800) 553-1170
(Issuer’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO þ

The number of shares of common stock, no par value, outstanding as of April 22, 2008 was 92,890,836.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 4T — Controls and Procedures
PART II—OTHER INFORMATION
	Item 1 — Legal Proceedings
	Item 6 — Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 3.1
Exhibit 31.1
Exhibit 32.1

CAUTIONARY STATEMENT RELATED TO FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to revenue, revenue composition, market conditions, demand and pricing trends, future expense levels, competition in our industry, trends in average selling prices and gross margins, product and infrastructure development, market demand and acceptance, the timing of and demand for next generation products, customer relationships, employee relations, and the level of expected future capital and research and development expenditures. Such forward-looking statements are based on the beliefs of, estimates made by, and information currently available to DPAC Technologies Corp.’s (“DPAC” or the “Company”) management and are subject to certain risks, uncertainties and assumptions. Any other statements contained herein (including without limitation statements to the effect that DPAC or management “estimates,” “expects,” “anticipates,” “plans,” “believes,” “projects,” “continues,” “may,” “will,” “could,” or “would” or statements concerning “potential” or “opportunity” or variations thereof or comparable terminology or the negative thereof) that are not statements of historical fact are also forward-looking statements. The actual results of DPAC may vary materially from those expected or anticipated in these forward-looking statements. The realization of such forward-looking statements may be impacted by certain important unanticipated factors, including those discussed in “Additional Factors That May Affect Our Future Results” under Part I, Item 2, “Management’s Discussion and Analysis or Plan of Operation.” Because of these and other factors that may affect DPAC’s operating results, past performance should not be considered as an indicator of future performance, and investors should not use historical results to anticipate results or trends in future periods. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers should carefully review the risk factors described in this and other documents that DPAC files from time to time with the Securities and Exchange Commission, including subsequent Current Reports on Form 8-K, Quarterly Reports on Form 10-Q or 10-QSB and Annual Reports on Form 10-K or 10-KSB.

HOW TO OBTAIN DPAC’S SEC FILINGS

All reports filed by DPAC with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by the Company with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, DC 20549. DPAC also provides copies of its Forms 8-K, 10-K, 10-Q, Proxy and Annual Report at no charge to investors upon request and makes electronic copies of its most recently filed reports available through its website at www.dpactech.com as soon as reasonably practicable after filing such material with the SEC.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

DPAC Technologies Corp.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2008			2007
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	43,130		$	257,189
Accounts receivable, net		1,755,226			1,645,540
Inventories		1,400,420			1,337,591
Prepaid expenses and other current assets		132,035			66,893
Total current assets		3,330,811			3,307,213
PROPERTY, Net		345,694			356,516
FINANCING COSTS, Net		147,001			31,667
TRADEMARKS		2,583,000			2,583,000
GOODWILL		3,822,503			3,822,503
OTHER INTANGIBLE ASSETS, Net		1,429,219			1,551,724
OTHER ASSETS		18,048			18,048
TOTAL	$	11,676,276		$	11,670,671
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving credit facility	$	1,440,000		$	1,982,000
Current portion of long-term debt		125,000			2,237,699
Current portion of capital lease obligations		12,333			11,910
Accounts payable		1,560,414			1,866,052
Accrued restructuring costs — current		232,516			268,988
Put warrant liability		258,000			129,000
Other accrued liabilities		536,850			556,128
Total current liabilities		4,165,113			7,051,777
LONG-TERM LIABILITIES:
Accrued restructuring costs, less current portion		17,440			51,692
Capital lease obligations, less current portion		18,354			21,619
Ohio Development loan, less current portion		2,099,790			2,119,633
Subordinated debt, less current portion		1,144,048			—
Total long-term liabilities		3,279,632			2,192,944
STOCKHOLDERS’ EQUITY:
Convertible, voting, cumulative, 9% series A preferred stock, $100 par value; 30,000 shares authorized; 21,250 and 0 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively		2,014,203			—
Common stock, no par value; 120,000,000 shares authorized; 92,890,836 shares outstanding at March 31, 2008 and December 31, 2007		5,143,984			5,062,528
Preferred stock fees and dividends distributable in common stock		80,588			—
Accumulated deficit		(3,007,244	)		(2,636,578	)
Total stockholders’ equity		4,231,531			2,425,950
TOTAL	$	11,676,276		$	11,670,671

See accompanying notes to consolidated financial statements.

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DPAC Technologies Corp.

Condensed Consolidated Statements of Operations
(Unaudited)

	For the quarter ended:
	March 31,			March 31,
	2008			2007
NET SALES	$	3,033,323		$	2,843,646
COST OF GOODS SOLD		1,781,500			1,655,574
GROSS PROFIT		1,251,823			1,188,072
OPERATING EXPENSES
Sales and marketing		324,136			422,997
Research and development		262,834			307,905
General and administrative		485,935			496,409
Amortization of intangible assets		122,505			122,505
Total operating expenses		1,195,410			1,349,816
INCOME (LOSS) FROM OPERATIONS		56,413			(161,744	)
OTHER EXPENSES:
Interest expense		266,191			376,101
Fair value adjustment for warrant liability		129,000			—
TOTAL OTHER EXPENSES		395,191			376,101
LOSS BEFORE INCOME TAXES		(338,778	)		(537,845	)
INCOME TAX PROVISION		1,300			1,200
NET LOSS	$	(340,078	)	$	(539,045	)
PREFERRED STOCK DIVIDENDS		30,588			—
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(370,666	)	$	(539,045	)
NET INCOME (LOSS) PER SHARE:
Net Income (Loss) — Basic and diluted	$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted		92,891,000			92,821,000

See accompanying notes to consolidated financial statements.

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DPAC Technologies Corp.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

	For the three months ended
	March 31,			March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(340,078	)	$	(539,045	)
Adjustments to reconcile net loss from operations to net cash used in operating activities:
Depreciation and amortization		148,728			162,695
Provision for bad debts		—			28
Provision for obsolete inventory		12,000			10,000
Accretion of discount and success fees on debt		19,255			185,160
Amortization of deferred financing costs		9,160			36,353
Adjustment to put warrant liability		129,000			—
Non-cash compensation expense		17,656			—
Changes in operating assets and liabilities:
Accounts receivable		(109,686	)		(133,098	)
Inventories		(74,829	)		(49,471	)
Prepaid expenses and other assets		(65,142	)		(46,747	)
Accounts payable		(305,638	)		151,123
Accrued restructuring charges		(70,724	)		(128,483	)
Other accrued liabilities		(19,278	)		57,218
Net cash used in operating activities		(649,576	)		(294,267	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions		(15,401	)		(18,363	)
Net cash used in investing activities:		(15,401	)		(18,363	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowing (repayments) under revolving credit facility		(542,000	)		303,000
Net borrowing under short term notes		—			60,505
Repayments on bank term loan		(112,699	)		(50,001	)
Repayments on Ohio Development loan		(31,250	)		(10,417	)
Proceeds from Subordinated term debt		1,200,000			—
Repayment of Subordinated Debt		(2,000,000	)		—
Financing costs incurred		(124,494	)		—
Principal payments on capital lease		(2,842	)		(28,447	)
Net proceeds from issuance of preferred stock		2,064,203			—
Proceeds from issuance of common stock		—			4,136
Net cash provided by financing activities		450,918			278,776
NET DECREASE IN CASH AND CASH EQUIVALENTS		(214,059	)		(33,854	)
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD		257,189			37,929
CASH & CASH EQUIVALENTS, END OF PERIOD	$	43,130		$	4,075
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	199,741		$	150,393
Income taxes paid	$	1,300		$	1,200
NON-CASH INVESTING AND FINANCING ACTIVITIES
Preferred stock fees and dividends	$	80,588		$	—

See accompanying notes to consolidated financial statements.

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DPAC TECHNOLOGIES CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – Summary of Significant Accounting Policies

Nature of Operations

DPAC Technologies Corp., (“DPAC”) through its wholly owned subsidiary, QuaTech Inc., (“QuaTech”) designs, manufactures, and sells device connectivity and device networking solutions for a broad market. QuaTech sells its products through a global network of distributors, system integrators, value added resellers, and original equipment manufacturers (“OEM”). QuaTech designs and manufactures communication and data acquisition products for personal computer based systems. The Company sells to customers in both domestic and foreign markets.

Basis of Presentation

On April 28, 2005, DPAC entered into a merger agreement, as amended, with QuaTech for a transaction to be accounted for as a purchase under accounting principles generally accepted in the United States of America. The merger was approved by both QuaTech and DPAC shareholders on February 23, 2006 and was consummated on February 28, 2006. For accounting purposes, the transaction is considered a “reverse merger” under which QuaTech is considered the acquirer of DPAC. Accordingly, the purchase price was allocated among the fair values of the assets and liabilities of DPAC, while the historical results of QuaTech are reflected in the results of the combined company (the “Company”). The results of operations are those of QuaTech through the merger date, and combined QuaTech and DPAC after the merger date of February 28, 2006. All intercompany transactions and balances have been eliminated in consolidation.

Some historical amounts have been reclassified to be consistent with the current financial presentation.

Interim financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all material adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

For further information, refer to the audited financial statements and footnotes thereto of DPAC for the year ended December 31, 2007 which was filed on Form 10-KSB on March 31, 2008.

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectibility of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

New Accounting Pronouncements

In December 2007 the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (FAS 141(R)) and No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160)”. FAS 141(R) will change how business acquisitions are accounted for and FAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. FAS 141(R) and FAS 160 are effective for fiscal years beginning on or after December 15, 2008 (January 1, 2009 for the Company). The adoption of FAS 141(R) and FAS 160 are not expected to have a material impact on the Company’s consolidated financial statements.

In June 2007 the FASB ratified EITF No. 07-3, or EITF 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities. EITF 07-3 requires non-refundable advance payments for goods and services to be used in future research and development activities to be recorded as an asset and the payments to be expensed when the research and development activities are performed. The Company adopted the provisions of EITF 07-3 on January 1, 2008. The adoption of EITF 07-3 did not have a material impact on the Company’s consolidated financial statements.

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In June 2007, the FASB ratified EITF 06-11 “Accounting for the Income Tax Benefits of Dividends on Share-Based Payment Awards” (“EITF 06-11”). EITF 06-11 provides that tax benefits associated with dividends on share-based payment awards be recorded as a component of additional paid-in capital. EITF 06-11 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007. The adoption of EITF 06-11 did not have a material impact on the Company’s consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 was effective for the Company on January 1, 2008. The adoption of SFAS No. 159 did not have a material impact on the Company’s consolidated financial statements.

SFAS No. 157, “Fair Value Measurements,” was adopted on January 1, 2008. SFAS 157 defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosure about fair value measurements. SFAS 157 does not expand or require any new fair value measures, but is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. In February 2008, the Financial Accounting Standards Board (“FASB”) issued Staff Position No. 157-2, “Effective Date of FASB Statement No. 157,” which amends SFAS No. 157 by delaying the adoption of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except those items recognized or disclosed at fair value on an annual or more frequently recurring basis, until January 1, 2009. The FASB also amended SFAS 157 to exclude SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions. Accordingly, the adoption of this Standard in 2008 was limited to financial assets and liabilities, which affects the disclosure of our put warrant liability. The adoption of SFAS 157, as amended, did not have a material impact on the Company’s financial condition, results of operations or cash flows.

SFAS 157 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1 —	Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2 —	Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3 —	Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The following table represents our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2008 and the basis for that measurement:

			Fair Value Measurement at March 31, 2008 Using:
					Significant
			Quoted Prices in		Other		Significant
	Total		Active Markets		Observable		Unobservable
	Fair Value		for Identical Assets		Inputs		Inputs
	Measurement		(Level )		(Level 2)		(Level 3)
Put Warrant Liability	$	258,000		—	$	258,000		—

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NOTE 2 – Inventories

Inventories consist of the following:

				December 31,
	March 31, 2008			2007
Raw materials and sub-assemblies	$	951,902		$	850,798
Finished goods		669,256			695,531
Less: reserve for excess and obsolete inventories		(220,738	)		(208,738	)
Total net inventories	$	1,400,420		$	1,337,591

NOTE 3 – Debt

At March 31, 2008 and December 31, 2007, outstanding debt is comprised of the following:

				December 31,
	March 31, 2008			2007
Revolving credit facility	$	1,440,000		$	1,982,000
Long term debt:
Bank term debt	$	—		$	112,699
Less: current portion		—			(112,699	)
Net long-term portion	$	—		$	—
Ohio Development Loan	$	2,224,790		$	2,244,633
Less: current portion		(125,000	)		(125,000	)
Net long-term portion	$	2,099,790		$	2,119,633
Subordinated debt	$	1,200,000		$	1,500,000
Accretion of success fees		5,722			500,000
Less: Unamortized discount for stock warrants		(61,674	)		—
		1,144,048			2,000,000
Less: current portion		—			(2,000,000	)
Net long-term portion	$	1,144,048		$	—
Total Current Portion of Long-term Debt	$	125,000		$	2,237,699
Total Net Long-term Debt	$	3,243,838		$	2,119,633
Put warrant liability	$	258,000		$	129,000

On January 31, 2008, the Company consummated an equity and financing transaction which consisted of an issuance of preferred stock and the funding of a new senior bank line of credit and subordinated term loan. In conjunction with the closing on January 31, 2008, the Company terminated its lending relationships with and paid in full its debt obligations with National City Bank and the Subordinated Loan Agreement with the Hillstreet Fund, notwithstanding the put warrant liability for the Hillstreet Fund.

Revolving Credit Facility

The Company has a revolving line of credit with a bank providing for a maximum $3,000,000 working capital line of credit, with a floating interest rate at the bank’s prime rate (5.25% at March 31, 2008) plus 1.5%. Availability under the line of credit is formula driven based on applicable balances of the Company’s accounts receivable and inventories. Based on the formula, at March 31, 2008 the Company had availability to draw up to a maximum of approximately $2,100,000. The line of credit contains certain financial and other covenants that the Company was in compliance with at March 31, 2008. The Credit Facility is secured by substantially all the assets of the Company and expires on January 31, 2009.

8

Ohio Development Loan

On January 27, 2006 QuaTech entered into a Loan Agreement with the Director of Development of the State of Ohio pursuant to which QuaTech borrowed $2,267,000 for certain eligible project financing. The State of Ohio debt accrues interest at the rate of 8.0% per year. Payments of interest only were due and payable monthly from March 2006 through February 2007. Thereafter, QuaTech is obligated to make 48 consecutive monthly principal payments of $10,417 plus interest with the balance due on February 1, 2011. On February 1, 2011 QuaTech must also pay the State of Ohio a participation fee equal to the lesser of 10% of the maximum principal amount borrowed or $250,000. The State of Ohio debt is secured by all the assets of QuaTech which security interest is subordinated to the interest of the Bank. The participation fee is being accrued as additional interest each month over the term of the loan.

Subordinated Debt

On January 31, 2008, the Company entered into a Senior Subordinated Note and Warrant Purchase Agreement (“Agreement”) with Canal Mezzanine Partners, L.P. (“Canal”), for $1,200,000. The subordinated note has a stated annual interest rate of 13% and a five year maturity date. Interest only payments are payable monthly during the first five years of the note with all principal due and payable on the fifth anniversary of the note. The Agreement also provides for a formula driven success fee based on a multiple of the trailing twelve months EBITDA to be paid at maturity and for issuance of warrants entitling Canal to purchase 3% of the Company’s fully diluted shares at time of exercise at a nominal purchase price. The warrants have a 10 year life and are exercisable at any time. The subordinated note has been discounted by the fair value of the detachable warrants, with a corresponding contribution to capital. The discount, calculated to be $63,800 at time of issuance, is amortized as additional interest expense and accretes the note to face value at maturity.

Put Warrant Liability

In connection with the Subordinated Loan Agreement between the Company and the Hillstreet Fund, entered into on February 28, 2006 and which was paid in full on January 31, 2008, the Company issued 5,443,457, and per certain default provisions is obligated to issue 1,006,000 additional, 10-year warrants (“Put Warrants”) at an exercise price of $0.00001 per share. The warrants expire on February 28, 2016. The Put Warrants continue to remain outstanding and can be “put” to the Company at any time based on criteria set forth in the warrant agreement at a price equal to the greatest of (i) the fair market value as established by a capital transaction or public offering; (ii) six times the Company’s EBITDA for the trailing 12 month period; and (iii) an appraised value. The Company has determined to value the put warrant liability by calculating the difference between the Company’s closing stock price at the end of a reporting period and the exercise price per share multiplied by the number of warrants granted. In accordance with Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity,” (“SFAS 150”), the Company has classified the fair value of the warrants as a liability and changes in the fair value of the warrants are recognized in the earnings of the Company. The Company recognized a $129,000 charge to earnings for the three months ended March 31, 2008 and no impact to earnings for the three months ended March 31, 2007, related to the change in value of the put warrant liability. In addition, the actual settlement amount of the put warrant liability could differ materially from the value determined based on the Company’s stock price.

The aggregate amounts of combined long term debt, excluding the put warrant liability, maturing as of March 31^st in future years is $125,000 in 2009, $125,000 in 2010, $1,975,000 in 2011, $0 in 2012, and $1,200,000 in 2013.

NOTE 4 – Concentration of Customers

Sales to a single customer accounted for 10% and 14% of net sales for the three months ended March 31, 2008 and 2007, respectively. Accounts receivable from this customer accounted for 8% and 23% of net accounts receivable at March 31, 2008 and 2007, respectively. The Company has and will have customers ranging from large OEM’s to startup operations. Any inability to collect receivables from any such customers could have a material adverse effect on the Company’s financial position and liquidity.

NOTE 5 – Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings Per Share.” Basic income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities by including other common stock equivalents, such as stock options and warrants, in the weighted-average number of shares outstanding for a period. Common stock equivalents are excluded from the calculation in loss periods, as the effect is anti-dilutive.

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The tables below set forth the reconciliation of the denominator of the income (loss) per share calculations:

	Three-months ended
	March 31,
	2008		2007
Shares used in computing basic net income per share		92,891,000		92,821,000
Dilutive effect of stock options and warrants(1)		—		—
Shares used in computing diluted net income per share		92,891,000		92,821,000

⁽¹⁾ Potential common shares of 4,030,000 and 4,803,000 have been excluded from diluted weighted average common shares for the three month periods ended March 31, 2008 and 2007, respectively, as the effect would be anti-dilutive.

The number of shares of common stock, no par value, outstanding at March 31, 2008 was 92,890,836.

NOTE 6 – Stock Options

Stock-Based Compensation

The Company follows Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (or “SFAS 123R”). SFAS 123R requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options and stock issued under our employee stock plans. SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service periods in our consolidated statements of operations. We adopted SFAS 123R using the modified prospective transition method, which requires that compensation expense be recognized in the financial statements for all awards granted after the date of adoption as well as for existing awards which have not vested as of the date of adoption.

Under the terms of the Company’s 1996 Stock Option Plan, (the “Plan”), qualified and nonqualified options to purchase shares of the Company’s common stock are available for issuance to employees, officers, directors, and consultants. As amended on February 23, 2006, the Plan initially calls for options to purchase 15,000,000 shares with an increase to the total number of options available in the plan by 4% of the number of outstanding shares of common stock each year until the end of the option plan. On February 23, 2006, the termination date for the plan was extended to January 11, 2011. At March 31, 2008, 12,210,000 shares were available for future grants under the Plan.

Options issued under this Plan are granted with exercise prices at fair market value and generally vest immediately for options granted to directors and at a rate of 25% per year for options granted to employees, and expire within 10 years from the date of grant or 90 days after termination of employment.

During the three-month periods ended March 31, 2008 and 2007, the Company recognized compensation expense for stock options of $17,656 and $0, respectively. The expense is included in the consolidated statement of operations as general and administrative expense. Total unamortized compensation expense related to non-vested stock option awards at March 31, 2008 was $164,000, which is expected to be recognized over a weighted-average period of 3 years. The Company’s calculations were made using the Black-Scholes option-pricing model, with the following weighted average assumptions:

	For the
	Three Months Ended:
	March 31, 2008			March 31, 2007
Expected life		6.5 Years			—
Volatility		164	%		—
Interest rate		3.5	%		—
Dividend yield		None			—

Expected volatilities are based on historical volatility of the Company’s stock. The Company used historical experience with exercise and post employment termination behavior to determine the options’ expected lives. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date corresponding to the options’ expected life. The dividend yield is based upon the historical dividend yield.

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The following table summarizes stock option activity under DPAC’s 1996 Stock Option Plans for the three months ended March 31, 2008:

				Weighted-
				Average		Weighted-Average	Aggregate
	Number of			Exercise		Remaining	Intrinsic
	Shares			Price		Contractual Life	Value
Outstanding — December 31, 2007		10,545,001		$	0.680
Granted (weighted-average fair value of $0.014)		300,000		$	0.014
Exercised		—			—
Canceled		(288,000	)	$	2.400
Outstanding — March 31, 2008		10,557,001		$	0.620	6.2 Years	$	36,430
Exercisable — March 31, 2008		7,870,001		$	0.800	5.2 Years	$	36,430

NOTE 7 – 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. 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 segment.

The Company had export sales of 22% and 23% of net sales for the three months ended March 31, 2008 and 2007, respectively. Export sales were primarily to Canada and Western European countries. Foreign sales are made in U.S. dollars. All long-lived assets are located in the United States.

NOTE 8 – Income Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying values and the tax bases of assets and liabilities. The Company exercises significant judgment relating to the projection of future taxable income to determine the recoverability of any tax assets recorded on the balance sheet. DPAC regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. To the extent that recovery is not believed to be more likely than not, a valuation allowance is established. The Company has established a valuation allowance associated with its net deferred tax assets.

The valuation allowance was 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 No. 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 deferred tax assets.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (or “FIN 48”) as of January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. This Interpretation defines the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The implementation of FIN 48 did not have a material impact on the Company’s financial statements. There were no unrecognized tax benefits as of the date of adoption of FIN 48 and therefore, there is no anticipated effect upon the Company’s effective tax rate. Interest, if any, under FIN 48 will be classified in the financial statements as a component of interest expense and statutory penalties, if any, will be classified as a component of general and administrative expense.

NOTE 9 – Commitments and Contingencies

Legal Proceedings

We are subject to various legal proceedings and threatened legal proceedings from time to time as part of our business. We are not currently party to any legal proceedings nor are we aware of any threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe would have a material adverse effect on our business, financial condition and results of operations. However, any potential litigation, regardless of its merits, could result in substantial costs to us and divert management’s attention from our operations. Such diversions could have an adverse impact on our business, results of operations and financial condition.

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Other Contingent Contractual Obligations

Over time, the Company has made and continues to make certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include: indemnities to past, present and future directors, officers, employees and other agents pursuant to the Company’s Articles, Bylaws, resolutions, agreements or otherwise; 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; and indemnities pursuant to contracts involving protection of selling security holders against claims by third parties arising from any alleged inaccuracy of information in registration statements filed by the Company with the SEC or involving indemnification of the other parties to contracts from any damages arising from misrepresentations made by the Company. 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 future payments that the Company could potentially be obligated to make. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying balance sheets.

The Company is party to severance agreements with the current CEO and CFO that provide for compensation equivalent to one year of compensation and six months of compensation, respectively, should either individual be terminated for any reason other than cause.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Please refer to the Cautionary Statement Related to Forward-Looking Statements set forth on page 2 of this Report, which is incorporated herein by reference. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed financial statements and notes to those statements included elsewhere in this Report.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction/Business Overview

DPAC, through its wholly-owned subsidiary, QuaTech, designs, manufactures, and sells device connectivity and device networking solutions for a broad market. QuaTech sells its products through a global network of distributors, system integrators, value added resellers, and original equipment manufacturers (“OEM”). QuaTech also offers data acquisition products to a limited number of OEM customers and resellers.

QuaTech products can be categorized into two broad product lines:

Our Device Connectivity products include:

• Multi-port serial boards that add ports to desktop computers to allow for the connection of multiple peripherals with standard interfaces. These products are used in a variety of industries including banking, transportation management, kiosks, satellite communications, and retail point of sale.

• Mobile products that add ports for laptop and handheld computers. These products include multi-port serial adapters, parallel port adapters, and Bluetooth products.

• USB to Serial products that add standard serial ports to any computing environment through a USB port. These products address the need to add connectivity through a solution that is external to the computer. These products are used in several markets including retail point of sale and kiosks.

• Data acquisition products that consist mainly of PC Cards providing analog to digital conversion capability.

Our Device Networking products include:

• Serial device server products that connect peripherals to a local area network through a standard TCP/IP interface. This product line was introduced in 2003 and was extended in 2004 through the introduction of product models that connect to the local area network through a wireless 802.11b interface.

• Industrial rated, embedded wireless modules that enable OEM customers to add standard 802.11 connectivity capabilities to their products. These modules address the needs of a number of industries including transportation, telematics, warehouse and logistic, and point of sale.

This overview of our business reflects DPAC’s acquisition of QuaTech, which was completed by way of a reverse merger (the “Merger”) in which QuaTech became a wholly-owned subsidiary of DPAC. The Merger, as previously reported, was consummated on February 28, 2006.

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Risks

Period-to-period comparisons of our financial results are not necessarily meaningful and should not be relied upon as indications of future performance. It is likely that from time to time our operating results will be below the expectations of some investors and not above the expectations of enough investors. In such events, the market price of our common stock would be adversely affected, in some proportion, and perhaps disproportionately. We ourselves have difficulties forecasting, and there are numerous risks and uncertainties concerning the timing of our customers’ initiating their production orders and the amounts of such orders, fluctuating market demand for and declines in the selling prices of similar products, decreases or increases in the costs of the components, uncertain market acceptance, our competitors, delays, or other problems with new products, software, manufacturing, inefficiencies, cost overruns, fixed overhead costs, competition from new wireless products using 802.11 with newer technology, and challenges managing production from overseas suppliers, among other factors, each of which will make it more difficult for us to meet expectations.

Other primary factors that may in the future affect our results of operations include our efforts to reduce our operating expenses and our fixed overhead. Our costs in any particular period could include higher costs associated with stock-based compensation and /or higher costs associated with adjusting the liability for warrants to their fair value through earnings at each reporting period.

These risks should be read in connection with the detailed risks associated with DPAC and QuaTech set forth under the captions “Risk Factors” in Form 10-KSB filed with the SEC on March 31, 2008 and “Risk Factors—Industry and Business Risks Related to DPAC and Its Business” and “Risk Factors—Industry and Business Risks Related to QuaTech and Its Business” in the registration statement of Form S-4/A filed with the SEC on January 9, 2006.

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Results of Operations and Financial Condition

Three Months Ended March 31, 2008 and 2007

The following table sets forth certain Condensed Consolidated Statement of Operations data in total dollars, as a percentage of net revenues and as a percentage change from the same period in the prior year. This information should be read in conjunction with the Consolidated Financial Statements included elsewhere in this Form 10-Q.

	For the three months ended:
	March 31, 2008						March 31, 2007						Change
				% of Net						% of Net
	Results			Sales			Results			Sales			Dollars			%
NET SALES	$	3,033,323			100	%	$	2,843,646			100	%	$	189,677			7	%
COST OF GOODS SOLD		1,781,500			59	%		1,655,574			58	%		125,926			8	%
GROSS PROFIT		1,251,823			41	%		1,188,072			42	%		63,751			5	%
OPERATING EXPENSES
Sales and marketing		324,136			11	%		422,997			15	%		(98,861	)		-23	%
Research and development		262,834			9	%		307,905			11	%		(45,071	)		-15	%
General and administrative		485,935			16	%		496,409			17	%		(10,474	)		-2	%
Amortization of intangible assets		122,505			4	%		122,505			4	%		—			0	%
Total operating expenses		1,195,410			39	%		1,349,816			47	%		(154,406	)		-11	%
INCOME (LOSS) FROM OPERATIONS		56,413			2	%		(161,744	)		-6	%		218,157			135	%
OTHER (INCOME) EXPENSES:
Interest expense		266,191			9	%		376,101			13	%		(109,910	)		-29	%
Fair value adjustment for warrant liability		129,000			4	%		—			0	%		129,000			—
TOTAL OTHER EXPENSES		395,191			13	%		376,101			13	%		19,090			5	%
LOSS BEFORE INCOME TAXES		(338,778	)		-11	%		(537,845	)		-19	%		199,067			-37	%
INCOME TAX PROVISION		1,300			0	%		1,200			0	%		100			8	%
NET LOSS	$	(340,078	)		-11	%	$	(539,045	)		-19	%	$	198,967			-37	%
PREFERRED STOCK DIVIDENDS		30,588			1	%		—			0	%		30,588			—
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(370,666	)		-12	%	$	(539,045	)		-19	%	$	168,379			-31	%

Net Sales. Net sales of $3.0 million for the quarter ended March 31, 2008 increased by $190,000 or 7% as compared to net sales for the prior year first quarter. Net sales related to the Company’s Device Connectivity products decreased $401,000, or 21% from the quarter ended March 31, 2007, while net sales related to the Company’s Device Networking products, including the Airborne wireless product line, increased by $591,000, or 65% over the prior year period.

Gross Profit. Gross profit increased by $64,000 or 5% as a direct result of the increase in net sales. The decrease in gross profit as a percentage of net sales is due to the change in product mix.

Sales and Marketing Expenses. Sales and marketing expenses for the quarter ended March 31, 2008 of $324,000 decreased by $99,000 or 23% from the prior year first quarter. The decrease is due primarily to a decrease in personnel costs, including benefits and travel related costs. These cost reductions are the result of the Company’s efforts to integrate the sales and marketing departments of DPAC and Quatech during 2007.

Research and Development Expenses. Research and development expenses of $263,000 for the first quarter of 2008 decreased by $45,000 or 15% as compared to the first quarter of 2007. The decrease is due primarily to decreased spending for consulting and contracting work related to the Airborne product line. The Company will continue to invest in research and development to expand and develop new wireless products. See “Forward-Looking Statements.”

General and Administrative Expenses. General and administrative expenses incurred for the first quarter of 2008 of $486,000 decreased by $10,000 or 2% from the prior year period. The decrease was due primarily to decreases in facilities rent and utilities related to the Company’s Southern California facilities offset by increased costs for accounting and legal fees. Effective April 1, 2007, the Company terminated its lease and relocated out of its Garden Grove, CA facility into office space sized appropriately for the Company’s needs.

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Amortization of Intangible Assets. Amortization expense is related to the amortization of purchased intangible assets acquired in the Merger on February 28, 2006 being amortized over 5 years.

Interest Expense. The Company incurred interest and financing costs of $266,000 during the first quarter of 2008, as compared to $376,000 incurred in the same period of the prior year. The decrease is due to lower average debt balances and lower interest rates. Interest expense in the current year period included the payment and write-off of deferred financing fees in the amount of $50,000 due to the termination of a financing placement agreement. The following non-cash charges are included in interest expense during the first quarter of 2007: accretion of success fees of $6,800, amortization of deferred financing costs of $7,500, and amortization of the discount for warrants of $1,100.

Fair Value Adjustment of Put Warrant Liability. The company recorded a $129,000 charge related to the adjustment of the liability for the warrant associated with the Hillstreet subordinated debt. Under SFAS 150, the Company is required to adjust the warrant to its fair value through earnings at the end of each reporting period. At March 31, 2008, based on the Company’s common stock share price of $0.04, the Company calculated the fair value of the warrant to be $258,000. Accordingly, the Company adjusted the liability for the warrant from the previous amount of $129,000 at December 31, 2007 and recorded a charge of $129,000 for the quarter ended March 31, 2008.

Income Taxes. The Company has recorded a full valuation allowance against the Company’s related deferred tax assets. Recent net operating losses represent sufficiently negative evidence to require a continued valuation allowance against the net deferred tax assets. 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.

Preferred Stock Dividends. During the quarter ended March 31, 2008, the Company issued 21,250 shares of convertible, cumulative, 9% series A preferred stock, $100 par value.

Liquidity and Capital Resources

As of March 31, 2008 we had a cash balance of $43,000 and a deficit in working capital of $834,000. This compares to a cash balance of $257,000 and a deficit in working capital of $3,745,000 at the end of 2007. The Company has financed its operations primarily through the use of its bank line of credit.

During the quarter ended March 31, 2008, the Company consummated an equity and financing transaction which comprised of an issuance of convertible preferred stock and the funding of a new senior bank line of credit and subordinated term debt. The preferred stock issuance for $2.1 million consists of 21,250 shares of Series A Preferred shares. The Preferred shares carry an initial annual dividend rate of 9% and contain conversion rights allowing the preferred shares to be converted into Company’s common stock. The senior debt is a $3.0 million working capital line of credit from Fifth Third Bank in Cincinnati, OH, with a floating interest rate of the bank’s prime rate plus 1.5%. Availability under the line of credit is formula-driven based on applicable balances of the Company’s accounts receivable and inventories. The Company will initially have availability to draw up to approximately $2.1 million under the line of credit. The line of credit contains certain financial and other covenants that the Company must comply with. Additionally, on January 31, 2008, the Company entered into a Senior Subordinated Note and Warrant Purchase Agreement (“Agreement”) with Canal Mezzanine Partners, L.P. (“Canal”), providing the Company with approximately $1.1 million in net funding. The note contained in the Agreement has a stated principal balance of $1.2 million with an annual interest rate of 13% and a five-year maturity date. Interest-only payments are payable monthly during the first five years of the note with all principal due and payable on the fifth anniversary of the note. The Agreement also provides for a formula-driven success fee based on a multiple of the trailing twelve months EBITDA to be paid at maturity and for issuance of a warrant entitling Canal to purchase 3% of the Company’s fully diluted shares at time of exercise at a nominal purchase price.

In conjunction with the closing of the foregoing transactions on January 31, 2008, the Company terminated its lending relationship with and paid in full its debt obligations with National City Bank and the Hillstreet Fund, notwithstanding the warrant liability for the Hillstreet Fund.

Although the rate at which cash will be consumed is dependent on the amount of revenues realized during each period and on the amount of costs incurred, management believes that our cash position and borrowings available under our line of credit will be adequate to continue to maintain liquidity to support our operating activities for the near term.

The actual amount and timing of working capital and capital expenditures that we may incur in future periods may vary significantly and will depend upon many factors, including the amount and timing of the receipt of revenues from operations, any potential acquisitions or divestitures, an increase in manufacturing capabilities, the reduction of liabilities, the timing and extent of the introduction of new products and services and growth in personnel and operations. There can be no assurance that additional financing will be available on terms favorable to the Company, if at all. If internally generated funds are inadequate, we may scale back expenditures or seek other financing, which might include sales of equity securities that could dilute existing shareholders. See “Cautionary Statements.”

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Net cash used in operating activities for the three months ended March 31, 2008 was $650,000 as compared to $294,000 used in the first three months of 2007. The net loss of $340,000 incurred in the first three months of 2008 was off-set by non-cash items, including depreciation, amortization, accretion of success fees and warrant liability, totaling $189,000 and the $129,000 adjustment to the warrant liability. Cash used due to increases in accounts receivable, inventories and prepaid expenses totaled $250,000 and decreases in accounts payable, accrued restructuring charges and other accrued liabilities totaled $396,000.

Net cash used in investing activities in the three months ended March 31, 2008 consisted of property additions of $15,000.

Net cash provided by financing activities for the three months ended March 31, 2008 was $451,000 as compared to $279,000 provided during the first three months of 2007. Cash provided in the current year period consisted of proceeds from the issuance of preferred stock of $2.1 million and proceeds from new subordinated term debt of $1.2 million. These amounts were partially offset by the principal pay-off of the previously existing subordinated term debt of $2.0 million, net repayments under revolving credit facilities of $542,000, pay-off of bank term debt of $113,000, principal payments on the Ohio Development loan of $31,000, and deferred financing costs incurred of $125,000.

As of March 31, 2008, we were in compliance with our bank financial covenants.

The Company operates at leased premises in Hudson, Ohio and leased executive offices in Seal Beach, California, which are adequate for the Company’s needs for the near term.

The Company does not expect to acquire more than $150,000 in capital equipment during the remainder of the fiscal year.

Off Balance Sheet Arrangements

Our off-balance sheet arrangements consist primarily of conventional operating leases, purchase commitments and other commitments arising in the normal course of business, as further discussed below under “Contractual Obligations and Commercial Commitments.” As of March 31, 2008, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual Obligations and Commercial Commitments

Purchase Commitments with Contract Manufacturers. We generally issue purchase orders to our contract manufacturers with delivery dates from four to eight weeks from the purchase order date. In addition, we regularly provide such contract manufacturers with rolling six-month forecasts of material and finished goods requirements for planning and long-lead time parts procurement purposes only. We are committed to accept delivery of materials pursuant to our purchase orders subject to various contract provisions which may in certain limited circumstances allow us to delay receipt of such orders or cancel orders beyond certain agreed lead times. Such cancellations, if any, may or may not result in cancellation costs payable by us. Cancellation without contractual permission to do so would result in additional potential losses, damages and costs. In the past, we have been required to take delivery of materials from our suppliers that were in excess of our actual requirements at the time of delivery, and we have previously recognized charges and expenses related to such excess material. If we are unable to adequately manage our commitments to contract manufacturers and adjust such commitments for changes in demand, we may incur additional costs and expenses, including without limitation inventory expenses related to excess and obsolete inventory. Such costs and expenses could have a material adverse effect on our business, financial condition and results of operations.

Other Purchase Commitments. We also incur various purchase obligations with other vendors and suppliers for the purchase of inventory, as well as other goods and services, in the normal course of business. These obligations are generally evidenced by purchase orders with delivery dates from four to six weeks from the purchase order date, and in certain cases, supply agreements that contain the terms and conditions associated with these purchase arrangements. We are committed to accept delivery of such materials pursuant to such purchase orders subject to various contract provisions which allow us to delay receipt of such orders or cancel orders beyond certain agreed lead times. Such cancellations may or may not result in cancellation costs payable by us. In the past, we have been required to take delivery of materials from our suppliers that were in excess of our requirements and we have previously recognized charges and expenses related to such excess material. If we are not able to adequately manage our supply chain and adjust such commitments for changes in demand, we may incur additional inventory expenses related to excess and obsolete inventory. Such expenses could have a material adverse effect on our business, financial condition and results of operations.

Severance Agreement Commitments. The Company is party to severance agreements with former employees and is obligated to continue payments under these agreements, with the latest obligation being due in April 2009. The balance due from these arrangements at March 31, 2008 is $233,000 in short-term obligations and $17,000 in long-term obligations. The severance liability primarily arose from the accrued restructuring costs assumed at time of the merger and is included in accrued restructuring costs in the financial statements.

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Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America and the Company’s discussion and analysis of its financial condition and results of operations requires the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its financial statements and accompanying notes. Note 1 of the notes to DPAC’s audited financial statements, filed on Form 10-KSB, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates.

Management believes the Company’s critical accounting policies are those related to revenue recognition, allowance for doubtful accounts, warranty reserves, inventory valuation, valuation of long-lived assets including acquired intangibles, goodwill and trademarks, accounting for costs associated with business combinations, accrual of bonus, accrual of income tax liability estimates and accounting for stock-based compensation. Management believes these policies to be critical because they are both important to the portrayal of the Company’s financial condition and results of operations, and they require management to make judgments and estimates about matters that are inherently uncertain.

We recognize product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable and there are no post–delivery obligations other than warranty. Revenue is recognized from the sale of products at the point of passage of title, which is at the time of shipment to customers, including OEM’s, distributors and other strategic end user customers. Sales to certain customers are made with certain rights of return and price protection provisions. Estimated reserves are established by the company for future returns and price protection based on an analysis of authorized returns compared to received returns, current on hand inventory at certain customers, and sales to certain customers for the current period. The Company also offers marketing incentives to certain customers. These incentives are incurred based on the level of expenses the customers incur and are charged to operations as expenses in the same period.

We establish an allowance for doubtful accounts and a warranty reserve based on historical experience and believe the collection of revenues, net of these reserves, is reasonably assured.

The allowance for doubtful accounts is an estimate for potential non-collection of accounts receivable based on historical experience and known circumstances regarding collectibility of customer accounts. Accounts will be written off as uncollectible if the company determines the amount cannot be collected. The Company has not experienced a non-collection of accounts receivable materially affecting its financial position or results of operations. If the financial condition of the Company’s customers were to deteriorate causing an impairment of their ability to make payments, additional provisions for bad debts may be required in future periods.

The Company records a warranty reserve as a charge against earnings based on historical warranty claims and estimated costs. If actual returns are not consistent with the historical data used to calculate these estimates, additional warranty reserves could be required.

Inventories consist principally of raw materials, sub-assemblies and finished goods, which are stated at the lower of average cost or market. The Company records an inventory reserve as a charge against earnings for potential slow-moving or obsolete inventory. The reserve is evaluated quarterly utilizing both historical movement over a three year period as compared to quantities on-hand and qualitative factors related to the age of product lines. Significant changes in market conditions, including potential changes in technology, in the future may require additional inventory reserves.

In accordance with SFAS No. 142, goodwill is subject to an impairment assessment at least annually which may result in a charge to operations if the fair value of the reporting unit in which the goodwill is reported declines. The Company tests goodwill and trademarks on at least an annual basis for impairment. Other intangible assets are amortized over their estimated useful lives. The determination of related estimated useful lives of other intangible assets and whether goodwill and trademarks are impaired involves judgments based upon long-term projections of future performance. The Company operates in a single business segment as a single business unit and periodically reviews the recoverability of the carrying value of goodwill using the methodology prescribed in SFAS No. 142. Recoverability of goodwill is determined by comparing the fair value of the entire Company to the accounting value of the underlying net assets. Based on the results of the most recently completed analysis, the Company’s goodwill and trademarks were not impaired as of December 31, 2007. No event has occurred as of or since the period ended December 31, 2007 that would give management an indication that an impairment charge was necessary that would adversely affect the Company’s financial position or results of operations.

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In accordance with Statement of Financial Accounting Standard 141 – Business Combinations, direct costs associated with a business combination are capitalized. Upon completion of the business combination, such costs are included in the total acquisition costs associated with the business combination. If completion of the business combination does not occur, all direct costs associated with the business combination are expensed when it is reasonably determinable that the arrangement will not be finalized.

The Company records bonus estimates as a charge against earnings. The bonus is based on meeting budgeted sales and operating results. These estimates are adjusted to actual based on final results of operations achieved during the year.

Deferred tax assets and liabilities are recorded based on SFAS 109. The Company records an estimated income tax liability to recognize the amount of income taxes payable or refundable for the current year and deferred income tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or income tax returns. Judgment is required in estimating the future income tax consequences of events that have been recognized in the Company’s financial statements or the income tax returns. The Company estimates and provides an allowance for deferred tax assets based on estimated realization of the asset utilizing information related to historical taxable income and projected taxable income.

Effective January 1, 2006, the Company adopted SFAS No. 123R using the modified prospective method. Under this method, compensation cost recognized includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123 amortized over the options’ vesting period, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R amortized on a straight-line basis over the options’ vesting period.

Item 4T – Controls and Procedures.

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2008, the end of the period covered by this report, as required by Exchange Act Rule 13a–15(b). The Company’s disclosure controls were designed to provide a reasonable assurance that information required to be disclosed in reports filed or furnished under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the Company’s disclosure controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on the foregoing evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1 – Legal Proceedings.

We are or could be subject to various legal proceedings and threatened legal proceedings from time to time as part of the conduct of our business. We believe we are not currently party to any material legal proceedings nor are we aware of any threatened material legal proceedings, the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on our business, financial condition and results of operations. However, any potential litigation, regardless of its merits, could result in substantial costs to us and divert management’s attention from our operations. Such costs and diversions could have a material adverse impact on our business, results of operations and financial condition.

Item 6 – Exhibits.

Exhibit No.		Description
	3.1	Certificate of Determination for DPAC Technologies Corp., dated January 3, 2008.
	10.1	Employment Agreement, effective as of April 11, 2008, between DPAC Technologies Corp. and Steven D. Runkel, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K for the event dated April 11. 2008.
	10.2	Employment Agreement, effective as of April 11, 2008, between DPAC Technologies Corp. and Steven Vukadinovich, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K for the event dated April 11.
	31.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a).
	32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DPAC TECHNOLOGIES CORP.                    (Registrant)
May 15, 2008	By:	/s/ STEVEN D. RUNKEL
Date		Steven D. Runkel,
		Chief Executive Officer

May 15, 2008	By:	/s/ STEPHEN J. VUKADINOVICH
Date		Stephen J. Vukadinovich,
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
	3.1	Certificate of Determination for DPAC Technologies Corp., dated January 3, 2008.
	31.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a).
	32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-3.1

EXHIBIT 3.1

Certificate of Determination

to the

Articles of Incorporation

of

DPAC Technologies Corp.

Series A Preferred

Pursuant to Section 401 of the General Corporation Law of the State of California, the undersigned officers of DPAC Technologies Corp., a California corporation (the “Company”), do hereby certify that:

1. This Certificate of Determination (the “Certificate”) sets forth the relative preferences, powers, rights, qualifications, limitations and restrictions in respect of the Series A Preferred (as defined herein) of the Company authorized pursuant to the Articles of Incorporation of the Company, of which this Certificate is made a part.

2. The authorized number of shares of the Company’s Preferred stock is eight million (8,000,000), and the aggregate number of shares of Preferred stock of the Company with the following preferences, powers, rights, qualifications, limitations and restrictions, to be designated as Series A Preferred, without par value, that the Company is authorized to issue shall be thirty thousand (30,000) (the “Series A Preferred”).

3. None of the shares of Series A Preferred have been issued as of the date of this Certificate.

4. That the following resolutions were duly adopted by the Board of Directors of the Company (the “Board of Directors”) at a duly held meeting on December 8, 2007:

“WHEREAS, the Articles of Incorporation of the Company provide for a class of shares known as Preferred shares, issuable from time to time in one or more series; and

WHEREAS, the Board of Directors of the Company is authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred shares, to fix the number of shares constituting such a series, and to determine the designation of that series, or any of them; and

WHEREAS, the Company has not issued any Preferred shares and the Board of Directors of the Company desires, pursuant to its authority, to determine and fix the rights, preferences, privileges, and restrictions relating to the initial series of Preferred shares and the number of shares constituting and the designation of the initial series; Therefore be it

RESOLVED, that the Board of Directors authorizes the original issue of a series of Preferred shares that shall be designated and known as Series A Preferred. The number of shares of this series shall be thirty thousand (30,000).

RESOLVED, FURTHER, that the Company sell twenty thousand (20,000) of the Series A Preferred shares to Development Capital Ventures, L.P. at $100 per share.

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RESOLVED, FURTHER that the Company may sell up to an additional ten thousand (10,000) of the Series A Preferred shares to one or more parties to be determined from time to time by the any of the Board Chairperson, Chief Executive Officer, President or any Vice-President of the Company.

RESOLVED, FURTHER, that all of Series A Preferred shares are subject to the following preferences, powers, rights, qualifications, limitations and restrictions:

1. Voting Rights. Except as may be otherwise provided herein or as required by law, the Series A Preferred shall vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the shareholders of the Company. Each share of Series A Preferred shall entitle the holder thereof to such number of votes per share on each action as shall equal the number of shares of Common Stock into which such share of Series A Preferred is convertible on the record date for determination of the shareholders entitled to vote. The holders of Series A Preferred shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.

2. Dividends.

2.A. Dividends on the Series A Preferred shall accrue and be paid quarterly in arrears at the annual rate of 9% of the original issue price of $100 per share, (as adjusted for any recapitalization, stock combinations, stock dividends, stock splits and the like, the “Original Issue Price”). Notwithstanding the foregoing to the contray, in the event that the Common Stock of the Company is not listed for trading on the American Stock Exchange, a NASDAQ Stock Market or the New York Stock Exchange on December 31, 2009, effective beginning January 1, 2010 dividends on the Series A Preferred shall accrue and be paid quarterly in arrears at the annual rate of 15% of the Original Issue Price. The right to receive dividends shall be cumulative. Accrued and unpaid dividends on the Series A Preferred shall be paid to the holders of Series A Preferred, at the Company’s election, in cash out of funds legally available therefor or delivery of shares of the Company’s Common Stock having an aggregate value as of the required payment date (as determined below) equal to the required dividend payment (rounded up to the nearest whole share). No dividend shall be paid to the holders of Common Stock in any year unless dividends are paid or declared and set apart for payment with respect to all outstanding shares of Series A Preferred in an amount equal to the aggregate of all dividends payable for such year with respect to the Series A Preferred.

2.B. For purposes of valuing the Common Stock payable to holders of Series A Preferred in lieu of cash with respect to such quarterly dividends, (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 10 day period ending the day prior to the dividend payment date; (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 10 day period ending the day prior to the dividend payment date and (iii) if no such public market exists for the Common Stock, then the value shall be as determined by the Board of Directors of the Company in its reasonable discretion.

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3. Liquidation.

3.A. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of Series A Preferred shall be entitled, before any distribution or payment is made upon any stock ranking on liquidation junior to the Series A Preferred, to be paid an amount equal to the Original Issue Price of such Series A Preferred plus an amount equal to any dividends declared but unpaid thereon, computed to the date payment thereof is made available, for each share of Series A Preferred then held by such holder (as adjusted for any recapitalization, stock combinations, stock dividends, stock splits and the like, the “Preferential Amount”).

3.B. If upon such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed among the holders of Series A Preferred shall be insufficient to permit payment to the holders of Series A Preferred of the Preferential Amount, then the entire assets of the Company to be so distributed shall be distributed among the holders of Series A Preferred Stock in proportion to the number of shares of Series A Preferred held by each such holder. Upon any such liquidation, dissolution or winding up of the Company, after the holders of Series A Preferred shall have been paid in full the Preferential Amount, the remaining assets of the Company legally available for distribution to shareholders shall be distributed to the holders of Common Stock.

3.C. Notwithstanding the above provisions, immediately prior to such liquidation, dissolution or winding up of the Company, the holders of Series A Preferred may elect to convert their shares of Series A Preferred into shares of Common Stock pursuant to paragraph 4.

3.D. A merger, consolidation or reorganization of the Company with, or into, any other corporation or entity in which the shareholders of the Company immediately prior to such transaction hold less than a majority of the voting securities of the surviving or resulting corporation or entity (but excluding any merger or similar transaction effected solely for purposes of reincorporating the Company in another state or creating a holding company with respect to the Company), or a sale of all or substantially all of the assets of the Company shall be deemed to be a liquidation or winding-up within the meaning of this Paragraph 3.

4. Conversions. The shares of Series A Preferred shall have the following conversion provisions:

4.A. Conversion by Holder. Subject to the terms and conditions of this paragraph 4, the holder of any share or shares of Series A Preferred shall have the right, at its option at any time, to convert any such shares of Series A Preferred (except that upon any liquidation of the Company such conversion provisions shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series A Preferred) into fully paid and nonassessable shares of Common Stock as follows.

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(i) Subject to Section 4.D below, the number of shares of Common Stock into which shares of Series A Preferred may be converted shall be obtained by (a) multiplying the number of shares of Series A Preferred so to be converted by the Original Issue Price and (b) dividing the result obtained in (a) by the Voluntary Conversion Price per share.

(A) The “Voluntary Conversion Price” shall be equal to the product of (i) $0.034 (the “Reference Price”) times (ii) 1.25.

(ii) Such right of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Series A Preferred into Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of the Series A Preferred) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.

(iii) A merger, consolidation or reorganization of the Company with, or into, any other corporation or entity in which the shareholders of the Company immediately prior to such transaction hold less than a majority of the voting securities of the surviving or resulting corporation or entity (but excluding any merger or similar transaction effected solely for purposes of reincorporating the Company in another state or creating a holding company with respect to the Company), or a sale of all or substantially all of the assets of the Company shall be deemed to be a liquidation or winding up within the meaning of this Paragraph 4.

4.B. Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the written notice referred to in subparagraph 4A and surrender of the certificate or certificates for the share or shares of Series A Preferred to be converted, the Company shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Series A Preferred. To the extent permitted by law, such conversion shall be deemed to have been effected on the date on which such written notice shall have been received by the Company and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Series A Preferred shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

5

4.C. Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series A Preferred into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. In case the number of shares of Series A Preferred represented by the certificate or certificates surrendered pursuant to subparagraph 4A exceeds the number of shares converted, the Company shall, upon such conversion, execute and deliver to the holder, at the expense of the Company, a new certificate or certificates for the number of shares of Series A Preferred represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this subparagraph 4C, be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series A Preferred for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board Directors of the Company.

4.D. Reorganization or Reclassification. If any capital reorganization or reclassification of the capital stock of the Company shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of a share or shares of Series A Preferred shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series A Preferred, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Voluntary Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights.

4.E. Notices. If at any time:

(1) the Company shall declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders of its Common Stock;

6

(2) there shall be any capital reorganization or reclassification of the capital stock of the Company, or a consolidation or merger of the Company with or into, or a sale of all or substantially all its assets to, another entity or entities; or

(3) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, or by telex to non-United States residents, addressed to each holder of any shares of Preferred Stock at the address of such holder as shown on the books of the Company, at least ten (10) days’ prior written notice of the date when the same shall take place.

4.F. Stock to be Reserved. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series A Preferred as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Series A Preferred. The Company covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company will take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock may be listed. The Company will not take any action which results in any adjustment of the Voluntary Conversion Price if the total number of shares of Common Stock issued and issuable after such action upon conversion of the Series A Preferred would exceed the total number of shares of Common Stock then authorized by the Articles.

4.G. Closing of Books. The Company will at no time close its transfer books against the transfer of any Series A Preferred or of any shares of Common Stock issued or issuable upon the conversion of any shares of Series A Preferred in any manner which interferes with the timely conversion of such Series A Preferred, except as may otherwise be required to comply with applicable securities laws.

4.H. Definition of Common Stock. As used in this Certificate, the term “Common Stock” shall mean and include the Company’s authorized Common Stock, as constituted on the date of filing of this Statement, and shall also include any capital stock of any class of the Company thereafter authorized which shall not be limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company; provided that the shares of Common Stock receivable upon conversion of shares of Series A Preferred shall include only shares designated as Common Stock of the Company on the date of filing of this instrument, or in case of any reorganization or reclassification of the outstanding shares thereof, the stock, securities or assets provided for in subparagraph 4D.

7

4.I. Issuance of Certificates; Time Conversion Effected. Promptly after surrender of the certificate or certificates for the share or shares of Series A Preferred to be converted, the Company shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Series A Preferred. To the extent permitted by law, such conversion shall be deemed to have been effected on the date on which the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Series A Preferred shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

5. Redemption.

5.A. Redemption after 2012. On or after December 31, 2012, all outstanding shares of Series A Preferred may be redeemed by the Company, out of funds lawfully available therefore, at a price per share equal to the Preferential Amount.

5.B. Redemption during 2010 , 2011 and 2012. From and after December 31, 2009 and until December 31, 2012, to the extent that the Company shall be permitted to have converted the Series A Preferred under Paragraph 4.I. above into shares of Common Stock at such time, all outstanding shares of Series A Preferred may be redeemed by the Company, out of funds lawfully available therefore, at a price per share equal to the product obtained by (a) multiplying the number of shares of Series A Preferred (b) by the Original Issue Price per share, and upon payment of all accrued but unpaid dividends contemplated by Paragraph 2.

5.C. Notice of Redemption. Such redemptions shall be exercised by the Company by giving written notice to each holder of Series A Preferred that the Company intends to redeem that number of shares of Series A Preferred, whereupon each such holder shall surrender all certificates for the shares so to be redeemed to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the holders of the Series A Preferred) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) to which payment of the relevant redemption price should issued.

8

5.D. Payment of Redemption Payment. Promptly after the receipt of the written notice referred to in subparagraph 4.A. and surrender of the certificate or certificates for the share or shares of Series A Preferred to be redeemed, the Company shall issue payment of the relevant redemption amount under Paragraph 5.A. or 5.B. above within thirty (30) days after surrender of such certificate(s). To the extent permitted by law, such redemption shall be deemed to have been effected on the date on which such certificate or certificates for such shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Series A Preferred shall cease, and the holders of Series A Preferred shall have no rights as to the Series A Preferred but shall be entitled only to the payment of the relevant redemption price.

RESOLVED, FURTHER, that the Board Chairperson, Chief Executive Officer, President or any Vice-President, and the Secretary, the Chief Financial Officer, the Treasurer, or any Assistant Secretary or Assistant Treasure of the Company are each authorized to execute, verify, and file in the office of the California Secretary of State a Certificate of Determination in accordance with this resolution and California law.

The undersigned declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of their own knowledge.

Executed on this 3rd day of January, 2008, at 5675 Hudson Industrial Parkway, Hudson, OH 44236.

/s/ Steven D. Runkel

Steven D. Runkel, Chief Executive Officer

/s/ Steve Vukadinovich

Name:

Title: Secretary

9

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Steven D. Runkel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DPAC Technologies Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [omitted]

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: May 15, 2008

/s/ STEVEN D. RUNKEL

Steven D. Runkel

Chief Executive Officer

CERTIFICATIONS

I, Stephen J. Vukadinovich, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DPAC Technologies Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [omitted]

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: May 15, 2008

/s/ STEPHEN J. VUKADINOVICH

Stephen J. Vukadinovich

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certifications of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

I, Steven D. Runkel, Chief Executive Officer of DPAC Technologies Corp. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge the Quarterly Report of DPAC Technologies Corp. on Form 10-Q for the quarterly period ended March 31, 2008 as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ STEVEN D. RUNKEL

Steven D. Runkel

Chief Executive Officer

May 15, 2008

I, Stephen J. Vukadinovich, Chief Financial Officer of DPAC Technologies Corp. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge the Quarterly Report of DPAC Technologies Corp. on Form 10-Q for the quarterly period ended March 31, 2008, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ STEPHEN J. VUKADINOVICH

Stephen J. Vukadinovich

Chief Financial Officer

May 15, 2008