FORM 10-KSB

                               SECURITIES
                          AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended      November 30, 1996

                                    OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ______________.

Commission file Number: 0-18686

                 PAK MAIL CENTERS OF AMERICA, INC.
              (Name of small business issuer in its charter)

         Colorado                                89-0934575
(State or other jurisdiction of     (I.R.S.  Employer  Identification   No.)
incorporation or organization)

3033 S. Parker Road, Suite 1200, Aurora, Colorado    80014
  (Address of principal executive offices)         (Zip Code)

Issuer's telephone number: 303-752-3500

Securities registered pursuant to Section 12(b) of the Exchange Act:
                                   NONE

Securities registered pursuant to Section 12(g) of the Exchange Act:
                 Common Stock, par value $.001 per share.

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d)of the Exchange Act during the past
12 months, and (2) has been subject to such filing requirements
for the past 90 days.     YES  [X]          NO

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of Issuer's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.      [X]

 The Issuer's revenues for its most recent fiscal year were
 $3,472,593.

The aggregate market value of the Issuer's voting stock held as
of a recent date by nonaffiliates of the Issuer cannot be
ascertained due to the absence of reliable information as to
quoted prices with respect to the Issuer's common stock.

As of January 31, 1997, the Issuer had 2,989,483 shares of its
$0.001 par value common stock issued and outstanding.
<PAGE>
Transitional small business disclosure format: YES     NO [X]

<PAGE>
                                  PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     (a)  Business Development.  Pak Mail Centers of America,
Inc. (the "Issuer" or "Company") was incorporated in the State of
Colorado on January 27, 1984.  The Issuer is principally engaged
in marketing and franchising service centers and retail stores
which specialize in the shipping and packaging business ("Pak
Mail Centers").  Pak Mail Centers typically provide mailbox
service, parcel shipping and receiving, freight forwarding and
other communications services to commercial and residential
customers through a variety of carriers and may offer a variety
of related items such as stamps, greeting cards, stationery
supplies, keys and passport photographs.  On March 24, 1995, the
Company effected a reverse stock split whereby each pre-reverse
stock split share of common stock was reclassified and changed
into one-fiftieth of a share of common stock on a post-reverse
stock split basis.  The total number of outstanding shares of
common stock was reduced from 149,474,125 to 2,989,483 as a
result of the reverse stock split.

     (b)  Business of Issuer.

          (1)(2)  Principal Products or Services; Distribution
Methods.  The Issuer's principal business is the marketing of Pak
Mail Center franchises and its principal source of revenues is
derived from royalties and franchise fees as well as from the
sale of certain equipment, supplies, forms and materials to
franchisees.  As of February 3, 1997, there were 287 individual
franchises and 24 area agreements in existence.

Franchise Program

     The Company offers individual franchise agreements and area
director marketing agreements.  Individual franchisees are
granted the exclusive right, within a specified area, to use the
Pak Mail name and trademark as well as Pak Mail's standardized
decor, operating procedures, techniques, forms, equipment and
advertising presentation.  Area marketers and, under a previously
offered area franchise program, area developers are granted
rights to sell individual franchises for the Company in
designated areas and are required to provide site selection and
start up assistance and continuing support for individual
franchisees within those areas.  The Company locates prospective
franchisees through advertising, referrals from existing
franchisees, the marketing efforts of its area marketers and
developers, and, to a small extent, through the use of franchise
brokers.

Franchise Agreements, Fees and Related Matters

     Individual Franchises

     Each individual franchisee enters into a franchise agreement
(the "Franchise Agreement") with the Company.  The Franchise
Agreement requires payment of an initial franchise fee of
$22,950, although franchisees who initially commit to acquire
more than one franchise are eligible for certain discounts.
Individual franchisees are also charged an initial fee ranging
between $450 and $800 for a grand opening advertising and
marketing program which is provided by the Company at or around
the time the individual franchisee commences operation of a Pak
Mail Center.  Under the Company's current standard Franchise
Agreement, individual franchisees pay a sliding scale monthly
royalty in each calendar year of five percent for the first
$200,000 of the franchisee's gross revenues, four and one-half
percent for the next $50,000 of gross revenues, four percent for
the next $50,000 of gross revenues, three and one-half percent
for the next $50,000 of gross revenues, and then three percent
for all subsequent gross revenues received in that calendar year.
No royalty fee is paid with respect to revenues from postage
stamps.  Individual franchisees are also required to pay an
advertising fee each month in the amount of two percent of gross
revenues, with the exception of franchisees operating under
agreements entered into prior to March 1990 who are required to
pay an advertising fee of one percent of gross revenues.  The
advertising fees are held in a separate legal trust controlled by
the Company.  These fees are used in connection with the
formulation and execution of national and regional advertising
and for other marketing purposes.  The Company's current standard
Franchise Agreement has a term of ten years.  With the approval
of the Company, the franchisee has the right to transfer and
assign the Franchise Agreement.

     Area Director Marketing Agreement

     Each area marketer franchisee enters into an  area marketing
agreement which requires the payment of an initial fee based upon
several factors including population and other demographic
factors in the designated geographic region.  The Company may
finance a portion of the fee.  The area director marketing
agreement grants the right to market and sell franchises within
the specified area.  Upon the sale of individual franchises
within the area that were solicited by the area marketer, the
Company typically receives 60% of the individual franchise fee
and the area marketer receives 40%.  The area marketer receives
20% of the individual franchise fees upon the sale of individual
franchises within the areas that were solicited by someone other
that the area marketer.  The area marketer receives 20% of the
royalties from individual franchisees within the area, which
percentage increases to 40% when the area marketer has sold one
half of the total number of franchises to be sold by the area
marketer under the area marketing agreement.  There may be
variations in the terms of specific area director marketing
agreements based on special circumstances affecting the
geographic area and the area marketer.

     Area Developer Franchises

     The Company no longer offers area developer agreements.
Under area developer agreements previously entered into, initial
franchise fees of individual franchises within an area are
generally divided 60% and 40% between the Company and the area
franchisee, respectively.  Generally, the individual franchise
royalty fees are divided equally between the Company and the area
franchisee.  All franchise fees and royalties are paid directly
to the Company, which then remits the portion of fees owed to the
area franchisee.  For individual franchisees in locations which
are not encompassed by an area franchise, all fees and royalties
are retained by the Company.

     International Area Franchises

     The Company's international area franchise agreements
require the payment of an initial franchise fee based upon
several factors including population and other demographic
factors in the designated country or geographic region.  The
Company often finances a portion of the area franchise fee.  The
international area franchise is responsible for individual
franchise marketing, site selection assistance and lease
negotiation, on site training and continuing local support of the
individual franchisees within their areas.

     Generally, the division of initial franchise fees of
individual franchises within an international area and the
individual franchise royalty fees within an international area is
negotiated on a case by case basis.  As of November 30, 1996,
there were four international franchise agreements in existence
with respect to geographic areas in the Mexican cities of Mexico
City, Guadalajara and Monterrey, respectively, and an area
covering the Mexican states of Baja California and Sonora and the
countries of Chile and Argentina.  Because of the large number of
factors that exist with respect to different countries and
different geographic locations within a given country which may
affect the terms of an international area franchise agreement,
the specific terms of international area franchises may vary
significantly from one another.

     Related Matters

     The Company provides various training and support to its
franchisees.  The Company furnishes to each franchisee an
operations manual, which sets forth many of the Company's
standards and specifications and contains certain provisions
designed to assure the quality of the Pak Mail Center, and
provides updates thereto.  In addition, each franchisee is
required to attend a 12 day training class with regard to
packaging, pricing and available shipping and mailing services;
preparation and placement of advertising; record keeping and
systems operation; use of forms and forms management; soliciting
and servicing customers; selecting and training personnel; and
stock location and operation.  There is no charge for the class,
but franchisees pay their own expenses, including travel, lodging
and meals.  The Company also provides an initial advertising and
marketing program at or around the time that a franchisee opens
the Pak Mail Center.

     The Company offers to franchisees various equipment,
supplies, forms and materials necessary or useful in connection
with the operation of the Pak Mail Center, although, with the
exception of required computer software, the franchisees are not
required to purchase such items from the Company.  Prior to and
upon the opening of a new franchisee's Pak Mail Center, the
Company or area franchisee provides additional on site training
to the franchisee.  The Company maintains ongoing communications
with its franchisees designed to inform the franchisees of new
services to be provided by the Company, marketing techniques and
other operational aspects of the Pak Mail system.

Services

     The typical Pak Mail Center offers a wide range of services
and products for personal and business support, communications
services and convenience items and services.  The type and
importance of particular services and products vary from center
to center.  Prices for services and products are set by
individual franchisees and depend on competitive conditions in
their respective franchise locations.

     Major services and products offered at Pak Mail Centers
include the following:

     Shipping and Receiving.  Pak Mail Centers offer shipping
services through a variety of carriers and can assist the
customer in selecting the fastest and most cost effective method
of sending goods.  Pak Mail Centers also act as receiving agents
for goods shipped to their customers. Pak Mail Centers advise
customers as to the packaging requirements of the various
carriers, provide packaging of items for shipment and sell
packaging materials.

     Business Support Products and Services.  Small businesses
are often major users of a Pak Mail Center.  Pak Mail Centers
provide a small business with a variety of business services and
products such as mailbox rental, telephone message service,
notary public services, telecopy transmission, copying and office
supplies.

     Communications Services.  Pak Mail Centers offer customers
a wide range of communications services such as telecopies and
wire transfer of funds.

     Convenience Items and Services.  Pak Mail Centers generally
offer convenience items such as postage stamps, envelopes, rubber
stamps, engraving, laminating, passport and identification photos
and keys.  Most Pak Mail Centers also offer office supplies,
greeting cards, gift wrapping, and other gift items.

     Insurance.  Also available at the customer's option is loss
damage insurance which can be purchased either through the
courier's insurance carrier and/or separate parcel insurance
which is available on an as needed basis from the Company's
carrier.  The insurance prices for the Company's insurance vary
from those charged by couriers.

     Private Mailbox Service.  Pak Mail Centers offer private
mailbox rentals.  Mailbox rental fees vary based on the size of
the box, the rental terms and the location of the Pak Mail
Center.

          (3)  Status of Product.  There has been no public
announcement of, nor has the Company otherwise made public
information about, any new product or service of the Company
requiring the investment by the Company of a material amount of
its total assets or which is otherwise material to the Company's
operations.

          (4)  Competition.  The Company and its franchisees face
competition primarily from independent service centers and other
franchised operations offering similar services.  Mail Boxes Etc.
is the largest competitor.  The Company's franchising approach
and the operations of a Pak Mail Center are not unique or
patentable and can be imitated by others. Although the Company
and its franchisees offer services similar to those offered by
the U.S. Postal Service, such as private mail box service and
parcel handling, the U.S. Postal Service does not offer certain
of the business support, communications and personal services
offered by Pak Mail Centers.

          (5)  Raw Materials.  The Company purchases materials
for resale to its franchisees.  These materials are available
from a variety of suppliers, and the Company has not experienced
any delays in obtaining such materials.

          (6)  Customer Dependence.  The Company does not depend
upon a single customer, or a few customers, for its revenues, the
loss of any one or more which would have a material adverse
effect on the Company.

          (7)  Patents, Trademarks, Licenses, Etc.  The Company
has registered the service mark "Pak Mail" and the Pak Mail logo
on the Principle Register of the United States Patent and
Trademark Office.

          (8)(9) Government Regulations

     The Federal Trade Commission has adopted a rule that
requires franchisors to make certain disclosures to prospective
franchisees prior to the offer or sale of franchises.  This rule
requires the disclosure of information necessary for a franchisee
to make an informed decision as to whether to enter into a
franchise relationship and delineates the circumstances in which
franchisors may make predictions on future sales, income and
profits.  Failure to comply with this rule constitutes an unfair
or deceptive act or practice under the Federal Trade Commission
Act.

     Numerous states have adopted laws regulating franchise
operations and the franchisor/franchisee relationship.
Applicable franchise laws vary from filing and disclosure
requirements in the offer and sale of franchises to the
application of statutory standards regulating the establishment
and termination of franchise relationships.  Although the
foregoing matters may result in some modification of the
Company's franchising activities and the legal inability to
enforce all of the terms of its franchise agreements in certain
states, such inabilities have not had a material adverse effect
on the operations or business of the Company to date.  However,
the law applicable to franchise operations and relationships is
subject to change, and the Company is unable to predict the
effect, if any, on its operations of additional laws, regulations
or restrictions that may be enacted or promulgated or of court
decisions that may be adverse to the franchise industry.

          (10)  Research and Development.  The Company has not
engaged in  material research and development activities during
its last two fiscal years.

          (11)  Environmental Regulation.  Compliance with
federal, state and local environmental law provisions does not
have any material effect on the capital expenditures, earnings
and competitive position of the Company.

          (12)  Employees.  As of December 31, 1996, the Company
had 19 employees, all of whom are full time employees.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's executive offices are located in approximately
12,000 square feet of office space in Aurora, Colorado under a
lease expiring in April 2000 with a base rental currently at
approximately $12,300 per month and rising to approximately
$13,300 per month by the end of the term.  The offices are in
good condition.

ITEM 3.  LEGAL PROCEEDINGS

     Manelle Enterprises, Inc. v. Pak Mail Centers of America,
Inc., Civil Action No. 96013471.  On September 30, 1996, Manelle
Enterprises, Inc. ("Manelle"), a franchisee, filed an action in
the Seventeenth Judicial Circuit Court, Broward County, Florida,
alleging that South Florida Realprop, Inc. d/b/a Pak Mail Centers
of America Southern Region ("SFRI"), Jerald N. Cohn and Jerry G.
Nestos fraudulently induced Manelle to sign a franchise agreement
and a lease relating to a Pak Mail store located in Hollywood,
Florida.  Manelle also alleges that the Company failed to fulfill
the Company's obligations under the franchise agreement.  Manelle
also alleges that the Company violated Florida statutes and
breached the implied covenant of good faith and fair dealing.
Manelle seeks rescission of the franchisee agreement and an
unspecified amount of damages, attorney's fees, costs and
interest.  The Company has filed a motion to dismiss the claims
of Manelle and such motion is scheduled to be argued on February
7, 1997.
     Irwin Jacobs v. Pak Mail Centers of America, Inc. and South
Florida Realprop, Inc. d/b/a/ Pak Mail Centers of America
Southern Region, Civil Action, File No. 95A4565-4, Cobb County,
Georgia.  The complaint alleges wrongdoing on the part of the
Company regarding the termination of plaintiff's franchise
agreement by the Company.  Additionally, plaintiff alleges that
South Florida Realprop, Inc. ("SFRP") provided plaintiff with
certain equipment that SFRP did not have title to, that SFRP and
the Company somehow inappropriately diverted potential buyers of
plaintiff's franchise, that SFRP and the Company somehow deceived
plaintiff into surrendering possession of his franchise and then
inappropriately operated the franchise under his business
license, that SFRP and the Company wrongfully sold plaintiff's
terminated franchise and did not account to plaintiff or turn
over proceeds, and that misrepresentations were made to the
purchaser of the franchise respecting plaintiff's operation of
the franchise.  Plaintiff seeks $60,000 of compensatory damages
and $150,000 of punitive damages, as well as costs, interest and
attorneys' fees.  The case was removed by the Company to the
United States District Court for the Northern District of Georgia
on August 29, 1995 and now bears a Civil Action No. of 1 95-CV-
2190-RLV.  Contemporaneously with removal of the action, the
Company filed a Motion to Stay the Proceedings Pending
Arbitration, which was granted on January 29, 1996. The Company
intends to contest vigorously any arbitration filed by Jacobs,
however, as of January 14, 1997 the plaintiff has not filed any
such arbitration.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of the Company's
security holders.
                                  PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

     (a)  Market Information.

     The Company's common stock is sporadically traded in the
over-the-counter market.  During fiscal 1996 and 1995 there was
no established trading market for the Company's common stock, and
the Company has been unable to obtain reliable information as to
quoted prices with respect to the common stock.

     (b)  Holders.

     As of  January 27, 1997, the Company had 1,204 holders  of
record of its $0.001 par value common stock.

     (c)  Dividends.

     The Company has not declared cash dividends on its common
stock in the last two fiscal years and in any subsequent period
for which financial information is required.  The Company does
not anticipate paying any cash dividends in the foreseeable
future.

     (d)  Recent Sales of Unregistered Securities

     The Company has not sold securities within the past three
years without registering the securities under the Securities Act
of 1933, as amended.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     The Company experienced cash flow deficiencies from
operating activities of $149,182 during the fiscal year ended
November 30, 1996 compared to $280,912 during the fiscal year
ended November 30, 1995.  During the fiscal year ended November
30, 1995, the deficiency was covered by the existing cash balance
the Company maintained at the beginning of the year and the
increase in payments received on notes receivable.  During the
fiscal year ended November 30, 1996, the deficiency was financed
through payments received on notes receivable and $100,000 in
loans issued from D. P. Kelly and Associates, L.P.

     Working capital increased $164,030 to a positive $96,701 at
November 30, 1996.  The main contributors were an increase in
cash of $50,197 and a decrease in accounts payable of $111,267.
The decrease in trade accounts payable primarily represents the
elimination of an amount that was owed to one vendor at the end
of 1995.

     At November 30, 1996, the average age of accounts receivable
was approximately 64 days.  Accounts receivable relate primarily
to royalties from franchisees and sales of equipment, supplies
and services.  Royalties are payable on a monthly basis and
invoices for equipment, supplies and services are payable within
30 days.  The Company continues to take an aggressive approach to
managing accounts receivable and reducing the average age by
implementing a proactive collection system and hiring the
personnel to maintain it.

Results of Operations

     Fiscal 1996 Compared to Fiscal 1995

     The Company recorded a profit of $51,957 in the fiscal year
ended November 30, 1996, compared to a $2,096 profit in the
fiscal year ended November 30, 1995.  The $49,864 increase was
attributable to a decrease in costs and expenses (down 11.3% from
$3,856,312 to $3,420,633) offset by a decrease in revenues (down
10.0% from $3,858,408 to $3,472,593).
     The $385,815 decrease in revenues during the fiscal year
ended November 30, 1996 is primarily attributable to decreases in
individual franchise fees (down 20.6% from $917,210 to $728,268),
area representative fees (down 20.9)( from $325,177 to $257,261)
and sales of equipment, supplies and services (down 34.1% from
$1,023,264 to $673,870) offset by an increase in royalties from
franchisees (up 16.2% from $1,520,629 to $1,767,023).

     The $188,942 decease in individual franchise fees is
represented by a decrease in sales recognized during the fiscal
year ended November 30, 1996 compared to the fiscal year ended
November 30, 1995 and a differing mix of per franchise revenue
recognition.  The Company awarded 35 and 51 individual franchises
during the fiscal year ended November 30, 1996 and the fiscal
year ended November 30, 1995, respectively.  In the fiscal year
ended November 30, 1995, the Company recognized revenue on 30 of
the 35 individual franchises awarded.  In addition, the revenue
from eight individual franchises awarded and deferred in 1995,
was recognized in the fiscal year ended November 30, 1996.  There
were five individual franchises awarded but deferred as of
November 30, 1996.

     The $67,916 decrease in area representative fees represents
one domestic award during the fiscal year ended November 30, 1996
compared to four domestic and one international award during the
fiscal year ended November 30, 1995.  In addition, the Company
amortized more deferred area representative fees during the
fiscal year ended November 30, 1996 than in the fiscal year ended
November 30, 1995.

     The $246,394 increase in royalties from franchisees is due
to an increase in the average sales volume per store and the
number of stores open and operating throughout the year.

     The $349,394 decrease in sales of equipment, supplies and
services primarily relate to the decrease in the number of new
stores opened in the fiscal year ended November 30, 1996 and the
formation of direct relationships between vendors and
franchisees.

     The $435,676 decrease in costs and expenses is primarily
attributable to decreases in cost of sales of equipment, supplies
and services (down 32.2% from $892,654 to $605,195) and other
selling, general and administrative expenses (down 15.2% from
$1,892,556 to $1,604,325) offset by an increase in royalties paid
to area franchisees (up 56.8% from $351,663 to $551,497).

     The $287,459 decrease in cost of sales of equipment,
supplies and services primarily relate to the increase in the
number of new stores opened in the fiscal year ended November 30,
1996 and the formation of direct relationships between vendors
and franchisees.

     The $288,231 decrease in other selling, general and
administrative was primarily due to the elimination of the
regional office the Company maintained during the fiscal year
ended November 30, 1995 and decreases in legal fees, personnel,
convention and printing costs.  The decrease resulting from the
elimination of the regional offices represents primarily
personnel costs, travel, office rent and consulting costs.

     The $199,834 increase in royalties paid to area franchisees
is due primarily to the higher proportion of stores operating
within area franchisee regions during the fiscal year ended
November 30, 1996 compared to the fiscal year ended November 30,
1995.

     The foregoing discussion contains certain forward looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934, which are intended to be covered by the safe harbors
created thereby.  These statements include the plans and
objectives of management for future operations, including plans
and objectives relating to the development.  The forward looking
statements included herein are based on current expectations that
involve numerous risks and uncertainties.  Assumptions relating
to the foregoing involve judgments with respect to, among other
things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the
control of the Company.  Although the Company believes that the
assumptions underlying the forward looking statements are
reasonable, any of the assumptions could be inaccurate and,
therefore, there can be no assurance that the forward looking
statements included in this Form 10-KSB will prove to be
accurate.  In light of the significant uncertainties inherent in
the forward looking statements included herein, the inclusion of
such information should not be regarded as a representation by
the Company or any other person that the objectives and plans of
the Company will be achieved.

ITEM 7.  FINANCIAL STATEMENTS

     See Financial Statements in this report following the
signature page.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     During the Company's two most recent fiscal years and any
interim period, the principle independent accountant on whom the
principle accountant expressed reliance in the report, has not
resigned (or declined to stand for re-election) or been
dismissed.

                                 PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT.

     (a) Identification of Directors and Executive Officers.

     The present term of office of each director will expire at
the next annual meeting of shareholders.  The executive officers
of the Company are elected annually at the first meeting of the
Company's Board of Directors held after each annual meeting of
shareholders.  Each executive officer holds office until his or
her successor is duly elected and qualified or until his or her
resignation or until he or she shall be removed in the manner
provided by the Company's Bylaws.  The name, position with the
Company, the age of each director and executive officer, and the
period during which each has served are as follows:




Name, Age and            Director or           Principal Occupation
Position in the          Officer               During the Last Five
Company                  Since                 Years


John E. Kelly, 56        September,            Executive officer of the
(President, Chief        1989                  Company since September,
Executive Officer and                          1989.
Director)

P. Evan Lasky, 55        March, 1988           Executive officer of the
(Executive Vice                                Company since March,
President and Chief                            1988.
Operating Officer)

Raymond S. Goshorn,      December,             Executive officer of the
38 (Chief Financial      1988                  Company since December,
Officer, Treasurer,                            1988.
Secretary)

Tonya D. Sarina, 35      December,             Executive officer of the
(Vice President of       1996                  Company since December
Sales and Marketing)                           1996; Marketing manager
                                               of the Company from
                                               March, 1991 through
                                               November, 1996.

Alex Zai, 37             May, 1996             Executive officer of the
(Vice President of                             Company since May, 1996;
Store Operations)                              director of store
                                               operations since April,
                                               1994.

J. S. Corcoran, 53       September,            Self-employed as a
(Director)               1989                  business consultant
                                               since October, 1996.
                                               Executive officer of
                                               D.P. Kelly & Associates
                                               L.P., a firm offering
                                               management services,
                                               from November, 1988 to
                                               January, 1997; executive
                                               officer of Envirodyne
                                               Industries, Inc., a man-
                                               ufacturer of food pack-
                                               aging and food service
                                               supplies, from June,
                                               1989 to March, 1996.

John W. Grant, 72        September,            Retired since September,
(Director)               1989                  1987.


F. Edward Gustafson,     September,            Executive officer of
55                       1989                  D.P. Kelly & Associates
(Director)                                     L.P., a firm offering
                                               management services,
                                               since November, 1988;
                                               executive officer of
                                               Envirodyne Industries,
                                               Inc., manufacturer of
                                               food packaging and food
                                               service supplies, since
                                               June, 1989; director of
                                               Envirodyne Industries,
                                               Inc. since December,
                                               1993; executive officer
                                               of Viskase Corporation,
                                               a wholly-owned subsidiary
                                               of Envirodyne Industries,
                                               Inc., from
                                               February, 1990 to
                                               August, 1993.

William F. White, 66     September,            Executive officer of
(Director)               1989                  Whitnell & Co., an
                                               investment advisory
                                               firm, since January,
                                               1988; executive officer
                                               of Donegal, Inc., an
                                               investment management
                                               firm, since January,
                                               1991.

     (b)  Identification of Certain Significant Employees.

     Not Applicable.

     (c)  Family Relationships.

     Not Applicable.

     (d)  Involvement in Certain Legal Proceedings.

     J.S. Corcoran was an executive officer of Envirodyne
Industries, Inc, ("Envirodyne") until March, 1996 and F. Edward
Gustafson is an executive officer and a director of Envirodyne.
On January 7, 1993, Envirodyne and its major domestic
subsidiaries filed voluntary petitions pursuant to Chapter 11 of
the United States Bankruptcy Code.   On December 31, 1993,
Envirodyne consummated a plan of reorganization and emerged from
bankruptcy.

     (e)  Compliance With Section 16(a) of the Exchange Act.

     Tonya D. Sarina and Alex Zai, who became executive officers
of the Company during the fiscal year ended November 30, 1996,
failed to file on a timely basis their Forms 3 as required by
Section 16(a) of the Securities and Exchange Act of 1934, as
amended.

ITEM 10.  EXECUTIVE COMPENSATION

     Cash Compensation.

     The following table shows all cash compensation paid by the
Company for services rendered during the fiscal years ended
November 30, 1996, November 30, 1995 and November 30, 1994 to
John E. Kelly and P. Evan Lasky (there were no other executive
officers of the Company whose annual salary and bonus exceeded
$100,000).
<TABLE>
                        SUMMARY COMPENSATION TABLE
<CAPTION>
Name and
Principal           Fiscal                          Other Annual
Position             Year      Salary      Bonus    Compensation
<S>                  <C>      <C>         <C>          <C>
John E. Kelly        1996     $126,000    $33,600      $7,980<F2>
President and
Chief Executive      1995     $120,000    $21,895<F1>  $7,980<F2>
Officer
                     1994     $114,600    $32,151<F1>  $7,980<F2>


P. Evan Lasky        1996     $ 86,000    $16,583      $   -0-
Executive Vice
President and        1995     $ 80,500    $10,183      $   -0-
Chief
Operating            1994     $ 76,850    $12,035      $   -0-
Officer
________________
<FN>
<F1> Bonus was paid in the fiscal year indicated but with respect
     to performance in the prior fiscal year.

<F2> The amount for each of fiscal 1996, 1995 and 1994 consists of
     a $4,800 car allowance and $3,180 of country club dues.

</TABLE>

<PAGE>
     Option/SAR Grants.

     The Company maintains no stock option plan or other plan
providing for stock or SAR grants.  Pursuant to a Stock Purchase
Agreement dated as of July 15, 1990 (the "Stock Purchase
Agreement"), the Company has agreed to issue and sell, and Mr.
Kelly has agreed to purchase, 4,000 shares of the Company's
common stock at a price of $2.75 per share on July 15 of each of
the years 1990 through 1994.  To date, with the most recent
purchase in December 1992,  Mr. Kelly has purchased 12,000 shares
under the Stock Purchase Agreement at an aggregate price of
$33,000.

     Compensation of Directors--Standard Arrangement.

     Members of the Board of Directors, other than members who
are also officers of the Company, are entitled to receive a fee
of $2,000 per year and $250 for each attended meeting of the
Board of Directors.  In practice, the Company has not paid
directors' fees.

     Compensation of Directors--Other Arrangements.

     Not applicable.

     Termination of Employment and Change of Control
Arrangements.

     Not applicable.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     (a)  Security Ownership of Certain Beneficial Owners.

<TABLE>
     The following persons are the only persons known to the
Company who on January  28, 1997, owned beneficially more than 5%
of the Company's $0.001 par value common stock, its only class of
outstanding voting securities:
<CAPTION>
Name and Address of        Amount and Nature of         Percent
Beneficial Owner           Beneficial Ownership<F1>    of Class
<S>                              <C>                     <C>
Pak Mail Investment              1,800,000               60.2%
 Partnership L.P.
701 Harger Road, Suite 190
Oak Brook, Illinois 60521

Janie M. D'Addio                   188,833<F2>            6.3%
c/o Security Manufacturing
  Corporation
815 S. Main Street
Grapevine, Texas  76051
__________
<FN>
<F1>  Beneficial owners listed have sole voting and investment
power with respect to the shares shown unless otherwise indicated.

<F2>  Information with respect to Ms. D'Addio's common stock
is given to the best of the Company's knowledge.
</TABLE>

<PAGE>
     (b)  Security Ownership of Management.
<TABLE>
     The following table shows as of February 28, 1997, the shares
     of the Company's $0.001 par value common stock beneficially owned
     by each director, each executive officer and by all the executive
     officers and directors as a group:
<CAPTION>
                           Amount and Nature      Percent
Name of Holder        of Beneficial Ownership    Of Class
<S>                              <C>              <C>
J. S. Corcoran                     1,000 <F1>      *   <F5>

Raymond S. Goshorn                 1,000           *   <F5>

John W. Grant                        800<F2>       *   <F5>

F. Edward Gustafson               20,000<F1><F3>   *   <F5>

John E. Kelly                     12,000<F4>       *   <F5>

William F. White                   2,000           *   <F5>

P. Evan Lasky                          0           *   <F5>

Tonya D. Sarina                        0           *   <F5>

Alex Zai                             112           *   <F5>

All directors and
 officers as a group
 (9 persons)                      36,912<F1>        1.2%

<FN>
<F1> Excludes 1,800,000 shares of common stock owned by
     PMIP.  Mr. Corcoran and Mr. Gustafson are officers, directors and
     shareholders of Wexford Corporation, which exercises control over
     PMIP, and therefore may be deemed to have the ability to vote or
     dispose of securities owned by PMIP.  Messrs. Corcoran and
     Gustafson disclaim beneficial ownership of the shares of common
     stock owned by PMIP.

<F2> Shares owned jointly by Mr. Grant and his wife.

<F3> Includes 6,000 shares of common stock owned by Mr.
     Gustafson's children, for whom he acts as custodian.

<F4> Excludes 8,000 shares of common stock that Mr. Kelly has not
     yet purchased pursuant to a Stock Purchase Agreement dated
     July 15, 1990.  See "Item 10.  Executive Compensation".

<F5> Less than 1%.
</TABLE>

     (c)  Changes in Control.  Not applicable.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a)(b)  Transactions With Management and Others and Certain
Business Relationships.

     The Company purchases mailboxes from Security Manufacturing
Corporation ("Security") for resale to the Company's franchisees.
Security is controlled by Janie M. D'Addio.  During fiscal 1996
and fiscal 1995, the Company made purchases in the total
amounts of $64,300 and $90,120, respectively, from Security.

     (c)  Parent Companies.  PMIP owns a controlling interest in
the Company through its ownership of 1,800,000 shares of common
stock, representing approximately 60.2% of the outstanding common
stock.

     (d)  Transactions With Promoters.   Not applicable.
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.


(3)(a)    Articles of Incorporation incorporated by reference
          to Exhibit (3)(a) of the Company's Annual
          Report on Form 10-KSB for the fiscal year ended
          November 30, 1995.


(3)(b)    Bylaws incorporated by reference to Exhibit (3)(b)
          of the Company's Annual Report on Form 10-K dated
          March 13, 1992.


(10)(1)   Stock Purchase Agreement dated as of July 15,
          1990 by and between the Company and John E.
          Kelly.


(10)(2)   Individual Franchise Agreement.


(10)(3)   Agreement by and between Security Manufacturing
          Corporation and the Company dated July 10, 1995


(10)(4)   Pak Mail Centers of America, Inc. Management
          Incentive Plan for Fiscal Year 1996.


(21)      Subsidiaries of the Registrant.


     (b)  8-K Reports.  None.

<PAGE>
                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


          Dated:   February 28, 1997.
                   PAK MAIL CENTERS OF AMERICA, INC.
                   a Colorado corporation

                   By: /s/  John E. Kelly
                      John E. Kelly, President and
                      Chief Executive Officer



                   By:/s/ Raymond S. Goshorn
                      Raymond S. Goshorn, Chief Financial
                      Officer, Treasurer and Secretary

     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


Date                          Name and Title      Signature


February 28, 1997            J. S. Corcoran        /s/ J. S. Corcoran
                               Director


February 28, 1997            John W. Grant         /s/ John W. Grant
                               Director


February 28, 1997            F. Edward Gustafson   /s/ F.Edward Gustafson
                               Director


February 28, 1997            John E. Kelly         /s/ John E. Kelly
                               Director

<PAGE>

              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                        Financial Statements and
                      Independent Auditors' Report
                       November 30, 1996 and 1995

<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                Index to Consolidated Financial Statements
                                                                  Page


Independent Auditors' Report                                      F - 1

Financial Statements

    Consolidated Balance Sheets - November 30, 1996 and 1995      F - 2

    Consolidated Statements of Operations - For the Years Ended
     November 30, 1996 and 1995                                   F - 3

    Consolidated Statements of Stockholders' Equity - For the
     Years Ended November 30, 1996 and 1995                       F - 4

    Consolidated Statements of Cash Flows - For the Years Ended
     November 30, 1996 and 1995                                   F - 5

Notes to Consolidated Financial Statements                        F - 6

<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                      INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Pak Mail Centers of America, Inc. and Subsidiary
Aurora, Colorado


We have audited the accompanying consolidated
balance sheets of Pak Mail Centers of America,
Inc. and Subsidiary as of November 30, 1996 and
1995, and the related consolidated statements
of operations, changes in stockholders' equity,
and cash flows for the years then ended.  These
consolidated financial statements are the
responsibility of the Companies' management.
Our responsibility is to express an opinion on
these consolidated financial statements based
on our audits.

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

In our opinion, the consolidated financial
statements referred to above present fairly, in
all material respects, the financial position
of Pak Mail Centers of America, Inc. and
Subsidiary as of November 30, 1996 and 1995,
and the results of their operations, and their
cash flows for the years then ended, in
conformity with generally accepted accounting
principals.


Ehrhardt Keefe Steiner & Hottman PC

January 10, 1997
Denver, Colorado
                               F - 1
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
<TABLE>
                             Consolidated Balance Sheets
<CAPTION>
                                                           November 30,
                                                      1996            1995
                                     Assets
<S>                                             <C>            <C>
Current assets
    Cash and cash equivalents                   $    72,179    $      21,982
    Restricted cash (Note 7)                         80,293           32,317
    Accounts receivable, net of allowance
    of $115,572 (1996) and $169,361 (1995)          264,879          335,377
    Inventories                                      33,769           46,438
    Prepaid expenses and other current assets        38,448           40,918

            Total current assets                    489,568          477,032

Property and equipment, net of accumulated
depreciation (Note 2)                                35,692           53,542

Other assets
    Notes receivable, net (Note 3)                  618,771          805,585
    Investments in Non-operating assets
        held for sale                                20,000           33,921

    Deposits and other                               52,185           54,116
    Deferred franchise costs, net of accumulated
    amortization of $13,367 (1996)
    and $5,347 (1995)                               146,955          141,258

            Total other assets                      837,911        1,034,880

                                             $    1,363,171  $    1,565,454

Liabilities and Stockholders' Equity
Current liabilities
    Current portion of long-term
    debt (Note 4)                             $      15,276    $      31,242
    Trade accounts payable                          249,723          360,990
    Accrued commissions                              22,149           30,021
    Other accrued expenses                           45,376           89,791
    Due to advertising fund (Note 6)                 60,343           32,317
            Total current liabilities               392,867          544,361

Deferred revenue                                    460,367          649,351

Long-term debt (Note 4)                             100,000           13,762

Commitments and
     Contingencies (Notes 6, 10 and 11)

Stockholders' equity (Note 5)
    Series A redeemable preferred stock,
    $1,000 par value; 8%  cumulative; 1,500
    shares authorized; 1,216.668 shares issued
    and outstanding (liquidation preference
    $1,723,600 - 1996 and $1,626,268 - 1995)      1,216,668          1,216,668
    Series B redeemable preferred stock,
    $1,000 par value; 8%  cumulative; 1,000
    shares authorized; 1,000 shares issued and
    outstanding (liquidation preference
    $1,200,000 (1996) and $1,120,000 (1995))      1,000,000          1,000,000
    Common stock, $.001 par value; 200,000,000
    shares authorized, 2,989,483 shares issued
    and outstanding                                   2,990              2,990
    Additional paid-in capital                    5,026,453          5,026,453
    Accumulated deficit                          (6,836,174)        (6,888,131)

            Total stockholders' equity              409,937            357,980

                                              $   1,363,171     $    1,565,454
<FN>
See notes to consolidated financial statements.
</TABLE>

                                    F - 2
<PAGE>
                     PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

<TABLE>
                          Consolidated Statements of Operations

<CAPTION>
                                                       For the Years Ended
                                                            November 30,
                                                     1996                1995
<S>                                           <C>               <C>
Revenue
    Royalties from franchisees                $   1,767,023     $   1,520,629
    Sales of equipment, supplies, and services      673,870         1,023,264
    Individual franchise fees                       728,268           917,210
    Area franchise fees, net                        257,261           325,177
    Interest income                                  24,583             8,972
    Other                                            21,588            63,156
                                                  3,472,593         3,858,408
Costs and expenses
    Selling, general, and administrative          1,604,325         1,892,556
    Cost of sales of equipment, supplies
    and services (Note 7)                           605,195           892,654
    Commissions on franchise sales                  414,773           443,219
    Royalties paid to area franchisees              551,497           351,663
    Advertising                                     181,323           172,985
    Loss on investment in assets held for resale     13,921            45,240
    Depreciation and amortization                    44,629            50,620
    Interest                                          4,973             7,375

                                                  3,420,636         3,856,312

Net income                                    $      51,957     $       2,096

Primary earnings per common share             $            .02  $         *

Fully diluted earnings per common share       $          *      $         *

Weighted average number of common
shares outstanding                                2,989,483     $   2,989,483

    *    Amount less than $.01 per share.

<FN>
See notes to consolidated financial statements.
</TABLE>
                                    F - 3
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

<TABLE>
                                                 Consolidated Statement of Stockholders' Equity
                                                 For the Years Ended November 30, 1996 and 1995
<CAPTION>

                                 Preferred Stock      Preferred Stock                        Additional                 Total
                                    Series A             Series B           Common Stock      paid-in    Accumulated  Stockholders'
                               Shares    Amount     Shares    Amount     Shares    Amount     Capital     Deficit       Equity
<S>                         <C>        <C>          <C>    <C>         <C>        <C>      <C>          <C>           <C>
Balance, November 30, 1994  1,216.668  $ 1,216,668  1,000  $1,000,000  2,989,483  $ 2,990  $ 5,026,453  $(6,890,227)  $ 355,884

    Net income                  -            -         -         -           -        -           -           2,096       2,096

Balance, November 30, 1995  1,216.668  $ 1,216,668  1,000  $1,000,000  2,989,483  $ 2,990  $ 5,026,453  $(6,888,131)  $ 357,980

    Net income                  -            -         -         -           -        -           -          51,957      51,957

Balance, November 30, 1996  1,216.668  $ 1,216,668  1,000  $1,000,000  2,989,483  $ 2,990  $ 5,026,453  $(6,836,174)  $ 409,937
<FN>
See notes to consolidated financial statements.
</TABLE>
                                    F - 4
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

<TABLE>
                           Consolidated Statements of Cash Flows
<CAPTION>
                                                        For the Years Ended
                                                             November 30,
                                                      1996               1995
<S>                                            <C>               <C>
Cash flows from operating activities
    Net income                                 $   51,957        $    2,096
    Adjustments to reconcile net income
     to net cash from operating activities -
        Depreciation and amortization              44,629            50,620
        Provision for loss on accounts receivable (43,789)            8,000
        Provision for loss on notes receivable     17,100            (1,358)
        Net loss on investment in assets held
        for sale                                   13,921            45,240
        Discount on notes receivable               (1,628)           (3,256)
        Deferred rent                                   -            (4,928)
        Deferred franchise costs                  (13,717)          (82,967)
        Franchise fee revenue financed through
        notes receivable                          (24,500)         (203,726)
        Franchise fee revenue recognized on sale
        of assets held for sale                         -           (19,950)
        Changes in operating assets and liabilities -
            Accounts receivable                   114,287           (37,131)
            Inventories                            12,669           (19,655)
            Prepaid expenses and other
            current assets                          2,470           (12,070)
            Deposits and other                      1,931            18,860
            Trade accounts payable               (111,267)          125,723
            Accrued expenses                      (52,287)           13,569
            Deposits from franchisees                   -            (7,500)
            Due to advertising fund                28,026             3,061
            Deferred revenue, net                (188,984)         (155,540)

                                                 (201,139)         (283,008)
                Net cash (used by)
                operating activities             (149,182)         (280,912)

Cash flows from investing activities
    Capital expenditures                          (18,759)          (27,182)
    Purchase/additions of assets held for sale          -           (34,750)
    Proceeds from sale of assets held for sale          -            25,000
    Payments on notes receivable                  195,842           241,677
                Net cash provided by
                investing activities              177,083           204,745

Cash flows from financing activities
    Payments on long-term debt                    (29,728)          (27,366)
    Proceeds from long-term debt                  100,000                -
    Increase in restricted cash                   (47,976)          (32,317)
                Net cash provided by
                (used by) financing activities     22,296           (59,683)


Net Increase (decrease) in cash
     and cash equivalents                           50,197         (135,850)

Cash and cash equivalents, beginning of year       21,982           157,832

Cash and cash equivalents, end of year         $   72,179        $   21,982
<FN>
See notes to consolidated financial statements.
</TABLE>
Supplemental disclosure of cash flow information -
     Cash paid during the year for interest was approximately
     $5,000 (1996) and $7,400 (1995).

Supplemental schedule of non-cash investing and financing activities:
     During the year ended November 30, 1995, pursuant to the resale
     of two franchises, notes receivable of $52,000 were issued.
     At 1995, $140,000 of notes receivable additions are included
     in deferred revenue.

                                    F - 5
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting
Policies

Organization

Pak Mail Centers of America, Inc. was incorporated in
Colorado in 1984 and is engaged in the business of
marketing, franchising, and owning Pak Mail Retail and
Service Centers which specialize in custom packaging of
items to be mailed or shipped throughout the United States
and Mexico.


The consolidated financial statements include the accounts
of Pak Mail Centers of America, Inc. and its wholly owned
subsidiary, Pak Mail Crating and Freight Service,
collectively referred to as the Company.  All significant
intercompany transactions and balances have been eliminated
in consolidation.

<TABLE>
The following table summarizes the number of domestic Pak
Mail Retail and Service Centers in operation during the last
two fiscal years:
<CAPTION>
                                                            November 30,
                                                          1996          1995
<S>                                                        <C>           <C>
Domestic franchises:
    Franchise centers in operation                         272           249
    Rights to franchise centers sold and not in operation   16            14

                                                           288           263
</TABLE>
As shown in the accompanying consolidated financial statements, the Company
realized net income of approximately $52,000 and $2,000 for the years ended
November 30, 1996 and 1995, respectively.  The Company has sought and
received assurances from an affiliate of the majority stockholder of the
Company as to its financial ability and intent to provide ongoing financial
support so as to enable the Company to continue as a going concern through
November 30, 1997.

Cash and Cash Equivalents

The Company considers cash on hand and investments with original maturities
of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable and accrued expenses approximate fair values as of
November 30, 1996, as a result of the relatively short maturity of these
instruments.

The fair value of the notes receivable approximate the carrying value because
both the stated rate and discount rate on the notes approximate the estimated
current market rate.

                                    F - 6
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting
Policies (continued)

Fair Value of Financial Instruments (continued)

Based on rates currently available to the Company for debt which is similar to
the terms on the remaining maturities, the fair value of existing debt
approximates its carrying value.

Inventories

Inventories consist of equipment and supplies held for resale to franchisees
for use at their store locations or held at corporate owned stores for resale
to the public and are stated at the lower of cost (determined on the first-in,
first-out method) or market.

Property and Equipment

Property and equipment are stated at cost.  Depreciation is computed using the
straight-line method over an estimated useful life of three years.

Investments in Assets Held for Sale

Investments in assets held for sale are stores which have been repurchased
from franchisees or built-out by the Company and are stated at cost which
management believes approximates, or is lower than, market.

Franchise Fee Revenue Recognition

The Company has awarded franchise rights under the following franchise
agreements:

  Individual franchise agreement - Right to operate one store at a location to
be determined.  Franchise fees are payable in cash or notes upon execution of
agreement.

  Area franchise agreement - Right to develop stores within a specified
geographic area.  The area franchise fee (based upon the estimated
development potential of area) is payable in cash and notes upon execution
of the franchise agreement.  Upon awarding of individual franchises
within the franchise area, the Company typically receives 60% of the
individual franchise fee and the area developer receives 40%.  The area
developer receives 50% to 60% of the royalties from individual
franchisees within the area.

  Area director marketing agreement - Right to market and sell franchises
within a specified geographic region.  The marketing fee is payable in
cash and notes upon execution of the director marketing agreement.  Upon
selling of individual franchises within the area, the Company typically
receives 60% of the individual franchise fee and the area director receives
40%.  The area director receives 50% of the royalties from individual
franchisees within the area.


                                    F - 7
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting
Policies (continued)

Franchise Fee Revenue Recognition (continued)

Individual franchise fees outside a developer area are recognized as revenue
when all material services and conditions relating to the sale have been
substantially performed by the Company and the franchise has commenced
operations.

Domestic area franchise fees are deferred and recognized as revenue on a
straight-line basis as the stores within the area are opened or upon
completion of the initial training program depending on the terms of
the agreement. Individual franchise fees within a domestic developer
area are recognized as revenue when all material services and conditions
relating to the sale have been substantially performed by the Company,
principally site selection and training.

Area director marketing fees are recognized as income upon completion of the
initial training to the area director and collection of the marketing fee.
The Company has the option to terminate the agreement before training is
completed at which time the marketing fee is refundable.

During 1993, the Company began offering foreign area franchises outside of the
United States of America.  Foreign area franchise fees are deferred and
recognized as revenue upon completion of the material service to the area
developer, which is initial training to the area developer, and upon
collection of notes receivable being reasonably assured.  The Company does
not participate in any franchise fees or royalties for franchises sold within
the foreign area, however, the Company has agreed to train all new franchisees
for a flat fee.

Royalties From Franchisees

Royalties from franchisees are based upon a percentage of each franchisee's
sales and are recognized when earned based upon reported sales activity by each
franchisee.

Net Income Per Common Share

Income per common share is determined by dividing net income applicable to
common stock by the weighted average number of common shares outstanding
during the year.  Common stock equivalents have been excluded as their effect
would be immaterial.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns.  Under this method, deferred tax liabilities and
assets are determined based on the difference between the financial statements
and tax basis of assets and liabilities using the enacted tax rates in effect
for the year in which the differences are expected to reverse.  The
measurement of deferred tax assets is reduced, if necessary, by the amount
of any tax benefits that, based on available evidence, are not expected to
be realized.


                                    F - 8
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting
Policies (continued)

Deferred Franchise Costs

Costs related to the development of the franchise operations are capitalized
and amortized over the expected period of benefit of five years.  These costs
are primarily comprised of costs incurred to develop the franchise documents.

Incremental direct development costs, such as commissions, are deferred, but
not in excess of the deferred revenue and are expensed when the related
franchise fee revenue is recognized.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations
of credit risk consist of cash and cash equivalents, and accounts and notes
receivable from franchisees, area developers and marketing directors.  The
Company places its temporary cash investments in high credit quality financial
institutions.  To reduce credit risk, the Company reserves the right to
terminate franchise agreements for non-payment of amounts owed.  Additionally,
at November 30, 1996, $198,866 of notes receivable are offset by comparable
amounts in deferred revenue.

Use of Estimates

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


Note 2 - Furniture and Equipment
<TABLE>

Furniture and equipment consists of the following:
<CAPTION>
                                                     November 30,
                                               1996               1995
<S>                                    <C>                 <C>
Office equipment                       $    247,937        $    228,604
Furniture and fixtures                      142,472             143,046
                                            390,409             371,650
Less accumulated depreciation              (354,717)           (318,108)

                                       $    35,692         $    53,542
</TABLE>

                                    F - 9
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 3 - Notes Receivable

Notes receivable consist of franchise fees and area developer fees financed by
the Company.  The notes are collateralized by the underlying franchise
agreements and by essentially all of the franchisees' assets incidental to the
operation of the franchise center and the majority of the notes are personally
guaranteed by the owners of each franchise.  Notes receivable consist of the
following:
<TABLE>
<CAPTION>

                                                           November 30,
                                                      1996            1995
<S>                                            <C>               <C>
Non-interest-bearing notes; interest
imputed at 8%, net of unamortized
discounts of $4,885 (1996) and
$6,513 (1996)                                  $    367,118      $    463,936

Interest-bearing notes; interest
rates from 8% to 12.5%                              304,750           377,646

                                                    671,868           841,582
    Less allowance for doubtful collections         (53,097)          (35,997)

                                               $    618,771      $    805,585

</TABLE>
Notes receivable include $198,866 of financed franchise fees and area developer
fees which are included in deferred revenue.  It is the Company's policy not to
impute interest on these notes until the earnings process is complete.
Included in these notes are financed area developer fees the maturities of
which are based upon the expected opening of franchises within the area.

Future minimum principal payments to be received pursuant to the notes are as
follows:
<TABLE>
<CAPTION>

    Year Ending November 30,
    <S>         <C>
    1997        $    336,493
    1998             212,705
    1999             119,710
    2000               7,845

                $    676,753
Less unamortized
discount              (4,885)

                $    671,868
</TABLE>
At the time the notes receivable are executed, the Company reserves an
allowance for doubtful collections.  The provision for uncollectible amounts
is continually reviewed and adjusted to maintain the allowance at a level
considered adequate to cover future losses.  The allowance is management's
best estimate of uncollectible amounts and is determined based on historical
performance of the notes which is tracked by the Company on an ongoing basis.
The losses ultimately incurred could differ materially in the near term from
the amounts estimated in determining the allowance.

                                    F - 10
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 4 - Long-Term Debt
<TABLE>
<CAPTION>
                                                         November 30,
                                                   1996              1995
<S>                                          <C>                <C>
Unsecured note payable, stated interest
at 3%, net of unamortized discounts of
$1,494 and $3,008 at November 30, 1996
and 1995, respectively.  Due in annual
principal and interest installments
through October 1997.
                                             $    15,276        $    45,004

Note payable - affiliate, interest               100,000                 -
at 2% over prime (8.25% at
November 30, 1996).  Due on demand,
effective December 1, 1997.

                                                 115,276             45,004

    Less current portion                         (15,276)           (31,242)

                                             $   100,000        $    13,762
</TABLE>

<TABLE>

Maturities of long-term debt are as follows:
<CAPTION>
    Year Ending November 30,
    <S>         <C>
    1997        $    15,276
    1998            100,000

                $   115,276
</TABLE>

Note 5 - Stockholders' Equity

In January, 1995, the Board of Directors approved a 1:50 reverse stock split.
All references in the accompanying consolidated financial statements to the
number of shares and per share amounts for all periods presented have been
restated to reflect the reverse stock split.

Dividends on the Series A and Series B Preferred Stock (Stock) accrue at 8%
commencing on the date of issuance and are payable annually, subject to
certain cumulative net income requirements, as declared by the Board of
Directors, commencing March 31, 1993 and March 31, 1995, respectively.  As of
November 30, 1996, dividends of approximately $707,000 were in arrears.
The Stock may be redeemed at the option of the Company, in whole or in part,
and holds a liquidation preference at a price per share equal to $1,000 plus
all dividends accrued and unpaid to the date of redemption.  Both series of
preferred stock, among other items, have certain preferential rights related
to the appraisal on the sale of stock or assets of the Company.

                                    F - 11
<PAGE>
               PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 5 - Stockholders' Equity (continued)

Mr. John Kelly, an officer of the Company, and the Company are parties to a
stock purchase agreement dated July 15, 1990 (the Stock Purchase Agreement),
pursuant to which the Company has agreed to issue and sell, and Mr. Kelly has
agreed to purchase, 4,000 shares of the Company's common stock at a price of
$2.75 per share on July 15 of each of the years 1990 through 1994.  The 1994
and 1993 purchases have not yet been consummated.


Note 6 - Advertising Fund

All franchisees are required to pay a monthly advertising fee to the Company
which is used to provide national, regional and local marketing for the
franchisees.  The Company acts as agent for the advertising fees.  During
fiscal year 1994, the Company created trusts to separately account for all
advertising fund activity.  Certain franchisees within various regions are
co-trustees of the trust.  At November 30, 1996 and 1995, the advertising
fund is a separate legal entity, and therefore, the Company is no longer
contingently liable for any fund liabilities incurred; nor is the fund
activity reflected in the accompanying consolidated financial statements.


Note 7 - Restricted Cash

At November 30, 1996 and 1995, the amounts due the advertising fund of
$60,343 and $32,317, respectively, are included in restricted cash.  In
addition, at November 30, 1996, $19,950 of a franchisee fee was held in
escrow, in the Company's name, to be released upon the related franchise
opening.

Note 8 - Income Taxes

The components of long-term deferred tax assets are as follows:
<TABLE>
<CAPTION>
                                                            November 30,
                                                    1996              1995
    <S>                                     <C>                   <C>
    Deferred tax assets
        Net operating loss carryforward     $    1,819,000        $ 1,857,000
        Reserves and other deferrals                78,000             55,500
        Depreciation                                11,000              3,500
            Total deferred tax assets            1,908,000          1,916,000
        Valuation allowance                     (1,908,000)        (1,916,000)

                                            $       -             $       -
</TABLE>
At November 30, 1996, the Company has net operating loss carryforwards for
tax purposes of approximately $6,063,000.  If not used, these carryforwards
will expire in varying amounts during the years 1999 to 2009.  Due to changes
in ownership in 1989, the net operating loss carryforwards may be limited in
the amount that can be utilized.

                                    F - 12
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 9 - Related Party Transactions

The Company purchases certain equipment for resale through an exclusive
supplier agreement with a stockholder and former director of the Company.
Purchases were $64,300 and $90,120, in 1996 and 1995, respectively.

Note 10 - Employee Benefit Plan

Effective December 1, 1991, the Company established the Pak Mail 401(k)
Profit Sharing Plan (the Plan).  All employees of the Company who are 21
years of age and have completed one year of eligibility service, as defined,
may participate in the Plan.  Participants may make tax deferred contributions
in any amount up to the maximum allowable under current federal tax laws.  The
Company will contribute an amount equal to 50% of each participant's
contribution, limited to 3% of the participant's compensation as defined in the
Plan.  Costs incurred by the Company in connection with the Plan were
approximately $9,200 and $10,500 for the years ended November 30, 1996 and
1995, respectively.


Note 11 - Commitments and Contingencies

Operating Lease Commitments

The Company leases office space and office equipment under noncancelable
operating leases.  Aggregate future minimum rental commitments for these
operating leases as of November 30, 1996 are as follows:
<TABLE>
<CAPTION>

    Year Ending November 30,
    <S>        <C>
    1997       $    158,157
    1998            154,794
    1999            157,776
    2000             79,632

               $    550,359
</TABLE>
Rental expense for 1996 and 1995 was approximately $208,000 and $238,000,
respectively.

Note 11 - Commitments and Contingencies (continued)

Litigation

The Company is involved in two claims which arose in the ordinary course of
business with former franchisees in the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position.

                                    F - 13
<PAGE>
                               EXHIBIT INDEX

 Document                                                   Page No.
(3)(a)     Articles of Incorporation incorporated by
           reference to Exhibit (3)(a) of the Company's
           Annual Report on Form 10-KSB for the fiscal
           year ended November 30, 1995.

(3)(b)     Bylaws incorporated by reference to Exhibit (3)(b)
           of the Company's Annual Report on Form 10-K dated
           March 13, 1992.

(10)(a)    Stock Purchase Agreement dated as of July
           15, 1990 by and between the Company and John
           E. Kelly.

(10)(b)    Individual Franchise Agreement.

(10)(c)    Agreement by and between Security
           Manufacturing Corporation and the Company
           dated July 10, 1995.

(10)(d)    Pak Mail Centers of America, Inc. Management
           Incentive Plan for Fiscal Year 1996.

(21)       Subsidiaries of the Registrant.