U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)
|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

For the fiscal year ended: November 30, 1998

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the transition period from ________________ to ______________.

Commission file Number:  0-18686

                        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 South Parker Road, Suite 1200, Aurora, Colorado         80014
----------------------------------------------------         -----
     (Address of principal executive offices)              (Zip Code)

Issuer's telephone number: 303-752-3500

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

Securities registered under 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. [ ]

The Issuer's revenues for its most recent fiscal year were $4,615,467.

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 February 26, 1999, the Issuer had 2,989,483 shares of its $0.001 par value
common stock issued and outstanding.

Transitional small business disclosure format: YES      NO  X

<PAGE>

                                    PART III

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

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

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and  directors  and  persons  who own more  than 10% of the  Company's
outstanding  common stock to file reports of ownership  with the  Securities and
Exchange   Commission  ("SEC").   Officers,   directors  and  greater  than  10%
shareholders  are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.

     Based  solely  on a  review  of  Form  3,  4 and 5 and  amendments  thereto
furnished to the Company during and for the Company's fiscal year ended November
30, 1998, there were no directors, officers or more than 10% shareholders of the
Company that failed to timely file a Form 3, Form 4 or Form 5, other than Donald
P. Kelly, who failed to file a Form 3 and a Form 4 for two  transactions,  J. S.
Corcoran, who failed to file a Form 4 for one transaction,  F. Edward Gustafson,
who  failed to file a Form 4 for  three  transactions,  and Pak Mail  Investment
Partners, L.P., which failed to file a Form 4 for one transaction.

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

     (a)(b) Security Ownership of Certain Beneficial Owners and Management.
     ----------------------------------------------------------------------

     The  following  table sets forth as of  February  26,  1999,  the number of
shares  of the  Company's  $0.001  par value  common  stock,  its only  class of
outstanding  voting  securities,  beneficially  owned  by each of the  Company's
current  directors  and  executive  officers,  by all of the  Company's  current
directors  and  executive  officers as a group,  and by each person who owned of
record,  or was  known  to  own  beneficially,  more  than  5% of the  Company's
outstanding shares of common stock:

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<PAGE>



 Name and Address                 Amount and Nature of
of Beneficial Holder             Beneficial Ownership(1)        Percent of Class
--------------------             -----------------------        ----------------

J. S. Corcoran                        2,405,264(2)                    66.9%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

John W. Grant                               800(3)                     (6)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

F. Edward Gustafson                   2,724,164(2)(4)                 70.3%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

John E. Kelly                            12,000                        (6)
3033 S. Parker Road, Suite 1200
Aurora, Colorado 80014

William F. White                          2,000                        (6)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

P. Evan Lasky                                -0-                       (6)
3033 S. Parker Road, Suite 1200
Aurora, Colorado 80014

All directors and executive           2,741,076(2)(4)                 70.8%
officers as a group (9 persons)

D.P. Kelly and Associates, L.P.         303,400(4)                     9.3%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

Donald P. Kelly                       2,769,070(2)(4)                 71.5%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

Pak Mail Investment Partnership L.P.  2,404,264(4)                    66.9%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

Janie M. D'Addio                        188,833(5)                     6.3%
c/o Security Manufacturing Corporation
815 South Main Street
Grapevine, Texas 76051

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<PAGE>


     (1) The beneficial owners listed have sole voting and investment power with
respect to the shares shown unless otherwise indicated.

     (2) Includes  1,800,000 shares of common stock owned by Pak Mail Investment
Partners,  L.P. ("PMIP") and 604,264 shares of common stock underlying presently
exercisable warrants owned by PMIP. Messrs. Corcoran, Gustafson and Donald Kelly
are officers,  directors and  shareholders of Norcross  Corporation,  701 Harger
Road, Suite 190, Oak Brook,  Illinois 60523,  which exercises control over PMIP,
and may be deemed to have the ability to vote or dispose of securities  owned by
PMIP.  Therefore,  they may be deemed to be the beneficial owners of such shares
of common  stock for the purposes of this table.  However,  for purposes of Rule
16a-1 adopted  under the  Securities  Exchange Act of 1934, as amended,  Messrs.
Corcoran, Gustafson and Donald Kelly disclaim beneficial ownership of the shares
of common stock owned by PMIP,  except to the extent of each of their respective
pecuniary interests in PMIP.

     (3) Shares owned jointly by Mr. Grant and his wife.

     (4)  Includes  23,400  shares  of  common  stock  owned by D.P.  Kelly  and
Associates,  L.P. ("D.P.  Kelly") and 280,000 shares of common stock  underlying
presently  exercisable  warrants  owned by D. P. Kelly.  Messrs.  Gustafson  and
Donald Kelly are  principals  and  executive  officers of D.P.  Kelly and may be
deemed to have the ability to vote or dispose of securities owned by D.P. Kelly.
Therefore,  they may be deemed  to be the  beneficial  owners of such  shares of
common stock for the purposes of this table. However, for purposes of Rule 16a-1
adopted under the Securities Exchange Act of 1934, as amended, Messrs. Gustafson
and Donald  Kelly  disclaim  beneficial  ownership of the shares of common stock
owned by D.P. Kelly, except to the extent of each of their respective  pecuniary
interest in D.P. Kelly.

     (5) Information  with respect to Ms. D'Addio's common stock is given to the
best of the Company's knowledge based upon the records of the Company's transfer
agent.

     (6) Less than 1%.



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<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                          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

     Dated: May 25, 1999.

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Name and Title                      Signature                         Date
--------------                      ---------                         ----

J.S. Corcoran                /s/ J.S. Corcoran                    May 25, 1999
Director                     -------------------------------



John W. Grant                /s/ John W. Grant                    May 25, 1999
Director                     -------------------------------



F. Edward Gustafson          /s/ F. Edward Gustafson              May 25, 1999
Director                     -------------------------------



John E. Kelly                /s/ John E. Kelly                    May 25, 1999
Director                     -------------------------------



William F. White             /s/ William F. White                 May 25, 1999
Director                     -------------------------------

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