U. S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark one)
  [X]        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

              For the quarterly period ended  February 28, 1998


  [ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

              For the transition period from ____________ to ____________

                           Commission File No. 0-18686


                        PAK MAIL CENTERS OF AMERICA, INC.
         ---------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


             Colorado                                       84-0934575
 ---------------------------------                       ------------------
   (State or other Jurisdiction                          (I.R.S. Employer 
 of Incorporation or Organization)                       Identification No.)


             3033 S. Parker Road, Suite 1200, Aurora, Colorado 80014
             -------------------------------------------------------
               (Address of principal executive offices) (zip code)


                     Issuer's telephone number: 303-752-3500


--------------------------------------------------------------------------------
              Former name, former address and former fiscal year,
                       if changed since last report: N/A


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. 
Yes [x] No [ ]

As of April 14, 1998,  there were  outstanding  2,989,483 shares of the issuer's
Common Stock, par value $.001 per share.

Transitional Small Business Disclosure Format
         Yes [  ]   No [X]





<PAGE>
<TABLE>
<CAPTION>
                                       PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------

                             PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                                         Consolidated Balance Sheets

                                                                     FEBRUARY                NOVEMBER
                                                                     28, 1998                30, 1997
                                                                   (Unaudited)         
                                                                   ------------             -----------
                                                  Assets
<S>                                                                <C>                      <C>   
Current assets
   Cash and cash equivalents                                       $   107,602              $    87,405
   Restricted cash                                                      23,780
   Accounts receivable, net of allowance
         of $90,507 (1998) and  $101,039 (1997)                        296,976                  262,791
   Inventories                                                          29,984                   34,514
   Prepaid expenses and other current assets                            65,061                   31,805
   Deferred income tax benefit - current                               136,100                  136,100
                                                                   -----------              -----------
      Total current assets                                             635,723                  576,395
                                                                   -----------              -----------

Property and equipment, at cost, net of
 accumulated depreciation                                               84,905                   61,892
                                                                   -----------              -----------

Other assets:
   Notes receivable, net:                                              691,960                  722,478
   Deposits and other                                                   94,168                   90,130
   Deferred franchise costs, net of
        accumulated amortization of
        $40,947 (1998) and $36,360 (1997)                              324,536                  175,943
   Capitalized software costs, net                                     172,099                  124,202
                                                                   -----------              -----------
      Total other assets                                             1,282,763                1,112,753
                                                                   -----------              -----------

                                                                   $ 2,003,391              $ 1,751,040
                                                                   ===========              ===========

                                      Liabilities and Stockholders' Equity

Current liabilities
   Current portion of long-term debt                               $         0              $   100,000
   Trade accounts payable                                              103,909                  284,355
   Accrued commissions                                                  26,686                   52,950
   Other accrued expenses                                                1,502                   18,580
   Due to advertising fund                                              11,834                   23,780
                                                                   -----------              -----------
      Total current liabilities                                        143,931                  479,665
                                                                   -----------              -----------

Deferred revenue                                                     1,042,417                  533,518

Stockholders' equity:
   Series C redeemable preferred stock,
      $1,000 par value; 2,500 shares
      authorized; 2,216.668 shares issued and outstanding
      (liquidation preference $2,216,668)                            2,216,668                2,216,668
   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                                              (6,429,068)              (6,508,254)
                                                                   -----------              -----------
      Total stockholders' equity                                       817,043                  737,857
                                                                   -----------              -----------

                                                                   $ 2,003,391              $ 1,751,040
                                                                   ===========              ===========

                                      See notes to consolidated financial statements.


</TABLE>


<PAGE>


                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                      Consolidated Statement of Operations

                                                        THREE MONTHS ENDED
                                                     February 28,   February 28,
                                                             (Unaudited)
                                                    ---------------------------
                                                        1998            1997
                                                    -----------     -----------

Revenue
    Royalties from franchisees                      $   691,834     $   604,443
    Sales of equipment, supplies,
     and services                                       132,844         109,964
    Individual franchise fees                            87,210          65,850
    Area franchise fees, net                             14,000           5,000
    Interest Income                                       6,412           1,589
    Other                                                22,027          11,025
                                                    -----------     -----------
                                                        954,327         797,871
                                                    -----------     -----------

Costs and expenses
    Selling, general, and administrative                449,247         432,103
    Cost of sales of equipment, supplies
     and services                                       113,179         104,097
    Commissions on franchise sales                       32,750          35,420
    Royalties paid to area franchises                   229,454         213,768
    Advertising                                          34,852          53,899
    Loss on investment in assets held
     for resale                                               0           5,100
    Depreciation and amortization                        15,659          12,824
    Interest                                                  0           1,693
                                                    -----------     -----------
                                                        875,141         858,904
                                                    -----------     -----------

Net income (loss)                                   $    79,186     $   (61,033)
                                                    ===========     ===========


Basic income (loss) per common share                $      0.03     $     (0.02)
                                                    ===========     ===========


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






                 See notes to consolidated financial statements.





<PAGE>
<TABLE>
<CAPTION>

                               PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                                     Consolidated Statement of Cash Flows

                                                                                   THREE MONTHS ENDED
                                                                             February 28,        February 28,
                                                                                       (Unaudited)
                                                                             -------------------------------
                                                                                1998                  1997
                                                                             ---------             ---------
<S>                                                                          <C>                   <C>   
Cash flows from operating activities
     Net income(loss)                                                        $  79,186             $ (61,033)
     Adjustments to reconcile net
      income (loss) to net cash
        from operating activities:
            Depreciation and amortization                                       15,659                12,824
            Amortization of discount on note payable                                 0                   693
            Deferred revenue, net                                              508,899               238,950
            Deferred rent                                                            0                     0
            Change in operating assets and liabilities-
                 Accounts receivable                                           (34,185)                1,961
                 Inventories                                                     4,530                (5,539)
                 Prepaids and deferred franchise costs                        (186,430)             (133,124)
                 Notes receivable                                               30,518                25,910
                 Deposits and other                                             (4,038)               (8,266)
                 Trade accounts payable                                       (180,446)              (78,689)
                 Accrued expenses                                              (43,342)              (39,022)
                 Due to Ad Fund                                                (11,946)               50,995
                                                                             ---------             ---------
                       Net cash provided by operating activities               178,405                 5,660
                                                                             ---------             ---------

Cash flows from investing activities
     Capital expenditures                                                      (34,091)              (30,458)
     Capitalized software costs                                                (47,897)                    0
     Purchase/additions of assets held for sale                                      0                 5,100
                                                                             ---------             ---------
                       Net cash used by investing activities                   (81,988)              (25,358)
                                                                             ---------             ---------

Cash flows from financing activities
     Payment of short-term debt                                               (100,000)                    0
                                                                             ---------             ---------
                       Net cash used by financing activities                  (100,000)                    0
                                                                             ---------             ---------

Net decrease in cash and cash equivalents                                       (3,583)              (19,698)

Cash and cash equivalents, beginning of year                                   111,185               152,472
                                                                             ---------             ---------

Cash and cash equivalents, end of period                                     $ 107,602             $ 132,774
                                                                             =========             =========

Supplemental disclosure of cash flow information -
   Cash paid during the period for interest                                  $       0             $   1,693
                                                                             =========             =========


                            See notes to consolidated financial statements.

</TABLE>
<PAGE>




                        PAK MAIL CENTERS OF AMERICA, INC.
                   Notes to Consolidated Financial Statements


Note 1    ORGANIZATION AND BUSINESS
          -------------------------

          Pak Mail Centers of America, Inc. was incorporated in Colorado in 1984
          and is engaged in the business of marketing and  franchising  Pak Mail
          service centers and retail stores which specialize in custom packaging
          and  crating of items to be mailed or  shipped.  For the  period  from
          December  1, 1997  through  April 14,  1998,  the  Company  awarded 15
          individual  franchises  and 1 new area  franchise  and as of April 14,
          1998,  the  Company  had 339  domestic  and  international  individual
          franchise agreements in existence and 26 area franchises in existence.

          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,  Inc.  (together,  the  "Company").  All
          significant   intercompany   transactions   and  balances   have  been
          eliminated in consolidation.


Note 2    BASIS OF PRESENTATION
          ---------------------

          The accompanying  consolidated financial statements have been prepared
          by the Company.  Certain information and footnote disclosures normally
          included in financial statements prepared in accordance with generally
          accepted accounting  principles have been condensed or omitted. In the
          opinion of the Company's management,  the interim financial statements
          include  all  adjustments  necessary  in  order  to make  the  interim
          financial statements not misleading.

          The results of operations for the three months ended February 28, 1998
          are not  necessarily  indicative of the results to be expected for the
          full year.


Item 2.   Management's Discussion and Analysis or Plan of Operation
          ---------------------------------------------------------

          The  following  information  should  be read in  conjunction  with the
          unaudited  consolidated financial statements included herein. See Item
          1.


          LIQUIDITY AND CAPITAL RESOURCES
          -------------------------------

          The Company  used cash of $3,583  ($178,405  provided  from  operating
          activities  offset by  $81,988  used by  investing  activities  and by
          $100,000 used in financing  activities)  during the three months ended
          February 28, 1998. The $100,000 cash used by financing  activities was
          used to pay off the note payable to D. P. Kelly &  Associates  L.P., a
          shareholder and an affiliate of the Company's majority shareholder.

          Deferred  revenue  increased   $508,899  to  $1,042,417  and  deferred
          franchise costs  increased  $148,593 to $324,536 at February 28, 1998.
          The increases were primarily a result of deferring the  recognition of
          revenue and the expensing of  commissions on 4 of the 7 new individual
          franchises  and 1 new area  franchise  awarded during the three months
          ending  February 28,  1998.  The Company  anticipates  that all of the
          deferred individual  franchise fees and commissions will be recognized
          in fiscal 1998.

<PAGE>



          RESULTS OF OPERATIONS
          ---------------------

          Three months ended  February 28, 1998,  compared to three months ended
          February 28, 1997
          ----------------------------------------------------------------------

          Total revenues  increased $156,456 (19.6%) from $797,871 for the three
          months ended February 28, 1997, to $954,327 for the three months ended
          February 28, 1998. The increase is primarily attributable to increases
          in royalties  from  franchisees  (up 14.5% from $604,443 to $691,834),
          sales of  equipment,  supplies and services (up 20.8% from $109,964 to
          $132,844)  and  individual  franchisee  fees (up 32.4% from $65,850 to
          $87,210).

          The $87,391  increase in royalties for the three months ended February
          28, 1998 as compared to the three months ended  February 28, 1997,  is
          due to  increases  in the average  store  volumes and number of stores
          open.

          The $22,880  increase in sales of equipment,  supplies and services is
          primarily  due  to  the  increased  number  of  new  franchisees  that
          purchased  equipment  during the three months ending February 28, 1998
          as compared to the same prior year period.

          The $21,360  increase in  individual  franchise  fees  represents  the
          recognition  of  revenue  from two more  franchises  during  the three
          months  ended  February  28,  1998 as  compared to the same prior year
          period and a differing mix of per franchise revenue  recognition.  The
          Company recognized revenue on 5 and 3 individual franchises during the
          first three  months  ended  February  28, 1998 and  February 28, 1997,
          respectively.

          Total  expenses  increased  $16,237 (1.9%) from $858,904 for the three
          months ended February 28, 1997, to $875,141 for the three months ended
          February 28, 1998. The increase is primarily attributable to increases
          in  selling,  general  and  administrative  (up 4.0% from  $432,103 to
          $449,247)  and  royalties  paid  to area  franchisees  (up  7.3%  from
          $213,768 to $229,454)  partially  offset by a $19,047 (35.3%) decrease
          in advertising.

          The $17,144 increase in selling,  general and  administrative  for the
          three  months  ended  February 28, n1998 as compared to the same prior
          year period relates primarily to increases in personnel expenses.  The
          $15,686  increase in royalties paid to area  franchisees over the same
          periods  relates to the increase in  percentage of stores that operate
          within area  marketer  regions  and an  increase in the average  store
          volumes.







<PAGE>



PART II.                 OTHER INFORMATION

Item 1.   Legal Proceedings.

         None

Item 2.   Changes in Securities.

         None.

Item 3.   Defaults Upon Senior Securities.

         None.

Item 4.   Submission of Matters to a Vote of Security Holders.

         None.

Item 5.   Other Information.

         None.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits

         None.

          (b) Reports on Form 8-K.

         None.




<PAGE>



                                   SIGNATURES






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



                                           PAK MAIL CENTERS OF AMERICA, INC.
                                                             (Registrant)
Date: April 14, 1998


                                           By: /s/  John E. Kelly
                                               ---------------------------------
                                                 John E. Kelly
                                                 President


                                           By: /s/  Raymond S. Goshorn
                                               ---------------------------------
                                                 Raymond S. Goshorn
                                                 Secretary and Treasurer