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

                                  FORM 10-KSB-A
                                 AMENDMENT NO. 1
(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, 1997

[ ]  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                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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. [X]

The Issuer's revenues for its most recent fiscal year were $4,164,330.

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 April 30, 1998,  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>


                        PAK MAIL CENTERS OF AMERICA, INC.
                        1997 FORM 10-KSB-A ANNUAL REPORT
                                 AMENDMENT NO. 1
                                TABLE OF CONTENTS



Part III
--------
                                                                        Page No.
                                                                        --------

Item 10. Executive Compensation                                               1

Item 11. Security Ownership of Certain Beneficial Owners and Management       2

Item 12. Certain Relationships and Related Transactions                       4

         Signatures                                                           7




<PAGE>


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, 1997,  November 30,
1996 and  November  30,  1995 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).


                           SUMMARY COMPENSATION TABLE

Name and
Principal Position    Fiscal Year      Salary            Bonus
------------------    -----------      ------            -----


John E. Kelly            1997         $131,040         $44,554 (1)
President and Chief      1996         $126,000         $16,630 (1)
Executive Officer        1995         $120,000         $33,600 (1)
                                                       
P. Evan Lasky            1997         $ 91,000         $21,840 (1) 
Executive Vice           1996         $ 86,000         $11,000 (1) 
President and Chief      1995         $ 80,500         $16,583 (1) 
Operating Officer                                      


     (1) The bonus was earned in the fiscal year indicated, although it may have
been paid in the following fiscal year.

     Option/SAR Grants and Long-Term Incentive Plans.
     ------------------------------------------------

     Not Applicable.

     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.  During the fiscal year ended
November 30, 1997,  the Company paid $2,000 to Mr. Grant and $2,000 to Mr. White
for service as a director.  Other that the payments to Mr. Grant and Mr.  White,
the Company has not paid any directors' fees.

                                       1

<PAGE>


     Compensation of Directors--Other Arrangements.
     ----------------------------------------------

     Not Applicable.

     Employment  Contracts and  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.

     The  following  persons are the only persons known to the Company who as of
February 16, 1998, and as of April 30, 1998, owned  beneficially more than 5% of
the  Company's  $0.001 par value  common  stock,  its only class of  outstanding
voting  securities: 

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

D.P. Kelly and Associates, L.P.               298,400 (2)                9.1%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

Pak Mail Investment Partnership L.P.        2,404,264 (3)               66.9%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

Janie M. D'Addio                              188,833 (4)                6.3%
c/o Security Manufacturing Corporation
815 South Main Street
Grapevine, Texas 76051
  

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

     (2)  Includes   280,000  shares  of  common  stock   underlying   presently
     exercisable warrants.

     (3)  Includes   604,264  shares  of  common  stock   underlying   presently
     exercisable warrants.



                                       2
<PAGE>


     (4) 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.

     (b) Security Ownership of Management.

     The  following  table shows as of February  16,  1998,  and as of April 30,
1998,  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:

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

J. S. Corcoran                        1,000(1)                         (4)
701 Harger Road, Suite 190         
Oak Brook, Illinois 60523

Raymond S. Goshorn                     1,000                           (4)
3033 S Parker Rd Suite 1200
Aurora, Colorado 80014

John W. Grant                          800(2)                          (4)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

F. Edward Gustafson                 20,000(1)(3)                       (4)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

John E. Kelly                          12,000                          (4)
3033 S Parker Rd Suite 1200
Aurora, Colorado 80014

William F. White                        2,000                          (4)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523

P. Evan Lasky                            -0-                           (4)
3033 S Parker Rd Suite 1200
Aurora, Colorado 80014

Tonya D. Sarina                          -0-                           (4)
3033 S Parker Rd Suite 1200
Aurora, Colorado 80014

Alex Zai                                 112                           (4)
3033 S Parker Rd Suite 1200
Aurora, Colorado 80014

All directors and officers as          36,912(1)                       1.2%
a group (9 persons)


                                       3

<PAGE>



     (1) Excludes  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. Mr. Corcoran and Mr. Gustafson are officers,
directors and shareholders of Norcross Corporation,  701 Harger Road, Suite 190,
Oak Brook,  Illinois 60523, 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.

     (2) The shares are owned jointly by Mr. Grant and his wife.

     (3)  Includes  6,000  shares  of  common  stock  owned  by Mr.  Gustafson's
children, for whom he acts as custodian; excludes 280,000 shares of common stock
underlying  presently  exercisable warrants owned by D. P. Kelly and Associates,
L.P. ("D.P.  Kelly").  Mr.  Gustafson is an executive  officer of D.P. Kelly but
disclaims beneficial ownership of the 280,000 shares.

     (4) Less than 1%.

     (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,  who owns 6.3% of the Company's $0.001 par value common stock.
During  fiscal 1997 and fiscal  1996,  the Company  made  purchases in the total
amounts of $82,128 and $64,300, respectively, from Security.



                                       4
<PAGE>


     (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.  In addition,  PMIP owns
presently  exercisable  warrants (described below) to purchase 604,264 shares of
common  stock,   which,  if  exercised,   will  increase  PMIP's   ownership  to
approximately 66.9% of the outstanding common stock of the Company.

     In December 1997, the Company paid in full two outstanding promissory notes
with an original  principal  balance of $50,000 each to D.P. Kelly, an affiliate
and limited  partner of PMIP.  The  promissory  notes were made on February  14,
1996. In February 1998,  D.P. Kelly became the beneficial  owner of more than 5%
of the Company's outstanding shares of common stock.

     In  February  1998,  effective  November  30,  1997,  PMIP and  D.P.  Kelly
relinquished  any rights to dividends in the respective  amounts of $604,264 and
$280,000 on the shares of Series A Preferred  Stock and Series B Preferred Stock
they owned in the  Company in exchange  for shares of Series C  Preferred  Stock
with the same aggregate liquidation  preferences as the Series A Preferred Stock
and Series B Preferred  Stock they previously  owned. In addition,  as a part of
the exchange,  PMIP and D.P. Kelly received  warrants to purchase 604,264 shares
of the  Company's  common stock and warrants to purchase  280,000  shares of the
Company's common stock,  respectively,  that are exercisable  until November 30,
2007 at an exercise price of $0.10 per share.  The Series A Preferred  Stock and
Series B Preferred Stock had cumulative  dividends of $80 per year on each share
of Series A Preferred  Stock;  provided  that, no dividends  were payable on the
Series A Preferred  Stock or Series B Preferred  Stock until the  Company's  net
income  from and after  December  1, 1993,  exceeded  the  product  of  $200,000
multiplied  by the number of years  elapsed from  December 1, 1993,  through the
last day of the fiscal year next  proceeding  the dividend due date with respect
to such year. The Series C Preferred Stock has cumulative  dividends at the rate
of $60 per twelve month  period  commencing  December 1, 1997,  on each share of
Series C Preferred Stock.  Cash dividends on the outstanding  shares of Series C
Preferred Stock are payable on each March 31, commencing March 31, 1999.

     Due to the restrictions on paying dividends on the Series A Preferred Stock
and Series B  Preferred  Stock as  described  in the  preceding  paragraph,  the
accumulated  dividends  on the Series A  Preferred  Stock and Series B Preferred
Stock would  continue to increase from year to year.  As a result,  the Board of
Directors of the Company  believed  that the  continual  accumulation  of unpaid
dividends would possibly  diminish the value of the outstanding  common stock of
the Company.  Further,  the Board of Directors  believed that the holders of the
Series A Preferred Stock and Series B Preferred Stock were entitled to receive a
return on their  investment.  The  exchange of the Series A Preferred  Stock and
Series B Preferred Stock for Series C Preferred Stock eliminates the increase in
obligations  created by the  accumulation of dividends on the Series A Preferred
Stock and  Series B  Preferred  Stock and  provides a  potential  return for the
holders thereof.


                                       5

<PAGE>


     The Series C Preferred Stock has no voting rights except that,  without the
affirmative  vote or  consent  of the  holders  of at  least a  majority  of all
outstanding  shares of Series C Preferred  Stock,  the Company may not amend its
Articles  of  Incorporation  or Bylaws so as to  adversely  affect  the  powers,
preferences or special rights of the Series C Preferred  Stock,  the company may
not  authorize,  or increase  the  authorized  amount of, any class or series of
stock,  or any equity security  convertible  into stock of such class or series,
ranking  senior to the Series C  Preferred  Stock in  respect of the  payment of
dividends or upon  liquidation,  dilution or winding up, and the Company may not
consummate any  reclassification  of the Series C Preferred  Stock. The Series C
Preferred  Stock is also  entitled  to vote on any  matter in which the  holders
thereof are required by Colorado law to have a vote and on any other matter with
respect to which the Company's Board of Directors shall direct.

     Further,  the affirmative vote or consent of the holders of the majority of
the  outstanding  shares  of Series C  Preferred  Stock,  voting  or  consenting
separately as a series,  is required to approve any merger or  consolidation  of
the  Company  with or into any other  corporation  or entity,  any sale,  lease,
exchange  or other  transfer  of all or  substantially  all of the assets of the
Company  and any  issuance of shares of common  stock of the Company  that would
cause the ownership of the outstanding  shares of common stock by the holders of
shares of Series C Preferred Stock to be less than 51% of the outstanding Common
stock of the Company.

     The Series A  Preferred  Stock and  Series B  Preferred  Stock had  similar
voting rights to the Series C Preferred Stock except that the Series A Preferred
Stock and Series B Preferred Stock were only entitled to be voted on a merger or
consolidation if thc terms of the merger or  consolidation  did not provide that
the terms of the Series A Preferred  Stock and Series B Preferred Stock remained
unchanged and on a parity with or senior to any other class or series of capital
stock  authorized  by  the  surviving  corporation  as  to  dividends  and  upon
liquidation,  dissolution or winding up except as to any such class or series of
preferred  stock of the Company  ranking senior to the Series A Preferred  Stock
and  Series B  Preferred  Stock  either  as to  dividends  or upon  liquidation,
dissolution or winding up that was created prior to the merger or consolidation.


     (d) Transactions With Promoters. Not Applicable.

                                       6

<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.

                                         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: April 30, 1998.

     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.

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

J.S. Corcoran              /s/ J.S. Corcoran                 April 30, 1998
Director                   ------------------------


John W. Grant              /s/ John W. Grant                 April 30, 1998
Director                   ------------------------


F. Edward Gustafson        /s/ F. Edward Gustafson           April 30, 1998
Director                   ------------------------


John E. Kelly              /s/ John E. Kelly                 April 30, 1998
Director                   ------------------------


William F. White           /s/ William F. White              April 30, 1998
Director                   ------------------------




                                       7