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  May 31, 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 lastreport:
                                       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 July 15, 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

                                                                                 MAY                NOVEMBER
                                                                               31, 1998             30, 1997
                                                                             (Unaudited)
                                                                             -----------          -----------
                                                  Assets
Current assets 
<S>                                                                          <C>                  <C>        
   Cash and cash equivalents                                                 $    29,003          $    87,405
   Restricted cash                                                                                     23,780
   Accounts receivable, net of allowance
         of $90,507 (1998) and  $101,039 (1997)                                  319,696              262,791
   Inventories                                                                    31,980               34,514
   Prepaid expenses and other current assets                                      50,182               31,805
   Deferred income tax benefit - current                                         136,100              136,100
                                                                             -----------          -----------
      Total current assets                                                       566,961              576,395
                                                                             -----------          -----------

Property and equipment, at cost, net of accumulated depreciation                 104,370               61,892
                                                                             -----------          -----------

Other assets:
   Notes receivable, net:                                                        654,482              722,478
   Deposits and other                                                             65,406               90,130
   Deferred franchise costs, net of accumulated amortization of
        $45,535 (1998) and $36,360 (1997)                                        186,808              175,943
   Capitalized software costs, net                                               263,594              124,202
                                                                             -----------          -----------
      Total other assets                                                       1,170,290            1,112,753
                                                                             -----------          -----------

                                                                             $ 1,841,621          $ 1,751,040
                                                                             ===========          ===========

                                   Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt                                         $         0          $   100,000
   Trade accounts payable                                                        227,205              284,355
   Accrued commissions                                                            16,715               52,950
   Other accrued expenses                                                          4,001               18,580
   Due to advertising fund                                                         8,371               23,780
                                                                             -----------          -----------
      Total current liabilities                                                  256,292              479,665
                                                                             -----------          -----------

Deferred revenue                                                                 582,494              533,518

Stockholders' equity:
   Series C redeemable  preferred stock, $1,000 par value; 6% cumulative;
      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                                                        (6,243,276)          (6,508,254)
                                                                             -----------          -----------
      Total stockholders' equity                                               1,002,835              737,857
                                                                             -----------          -----------

                                                                             $ 1,841,621          $ 1,751,040
                                                                             ===========          ===========



                                      See notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                                          Consolidated Statement of Operations





                                                               THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                     MAY 31,                             MAY 31,
                                                                  (Unaudited)                         (Unaudited)
                                                          ----------------------------       ----------------------------
                                                             1998              1997              1998             1997
                                                          -----------      -----------       -----------      -----------

Revenue
<S>                                                       <C>              <C>               <C>                <C>      
    Royalties from franchisees                            $   499,930      $   422,001       $ 1,191,764      $ 1,026,444
    Sales of equipment, supplies, and services                136,814          202,604           269,658          312,568
    Individual franchise fees                                 139,700          345,970           226,910          411,820
    Area franchise fees, net                                  518,773           22,500           532,773           27,500
    Interest Income                                             5,511            2,683            11,923            4,272
    Other                                                      23,719           15,073            45,746           26,098
                                                          -----------      -----------       -----------      -----------
                                                            1,324,447        1,010,831         2,278,774        1,808,702
                                                          -----------      -----------       -----------      -----------

Costs and expenses
    Selling, general, and administrative                      502,816          528,660           952,063          960,763
    Cost of sales of equipment, supplies and services         121,828          175,120           235,007          279,217
    Commissions on franchise sales                            230,140          184,022           262,890          219,442
    Royalties paid to area franchises                         219,250          152,058           448,704          365,826
    Advertising                                                46,445           53,794            81,297          107,693
    Loss on investment in assets held for resale                    0            5,351                 0           10,451
    Depreciation and amortization                              18,176           11,692            33,835           24,516
    Interest                                                        0              693                 0            2,386
                                                          -----------      -----------       -----------      -----------
                                                            1,138,655        1,111,390         2,013,796        1,970,294
                                                          -----------      -----------       -----------      -----------

Net income (loss)                                         $   185,792      $  (100,559)      $   264,978      $  (161,592)
                                                          ===========      ===========       ===========      ===========


Basic income (loss) per common share                      $      0.06      $     (0.03)      $      0.09      $     (0.05)
                                                          ===========      ===========       ===========      ===========


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



                                     See notes to consolidated financial statements.
</TABLE>

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

                                Consolidated Statement of Cash Flows



                                                                             SIX MONTHS ENDED
                                                                                 MAY 31,
                                                                               (Unaudited)
                                                                     -------------------------------
                                                                        1998                  1997
                                                                     ---------             ---------
Cash flows from operating activities
<S>                                                                  <C>                   <C>       
     Net income(loss)                                                $ 264,978             $(161,592)
     Adjustments to reconcile net income (loss) to net cash
        from operating activities:
            Depreciation and amortization                               33,835                24,516
            Deferred revenue, net                                       48,976               227,450
            Change in operating assets and liabilities-
                 Accounts receivable                                   (56,905)                1,051
                 Inventories                                             2,534                 2,225
                 Prepaids and deferred franchise costs                 (38,417)              (96,416)
                 Notes receivable                                       67,996                40,593
                 Deposits and other                                     24,724                (9,726)
                 Trade accounts payable                                (57,150)               18,957
                 Accrued expenses                                      (50,814)              (26,375)
                 Due to Ad Fund                                        (15,409)               31,145
                                                                     ---------             ---------
                       Net cash provided by operating activities       224,348                51,828
                                                                     ---------             ---------

Cash flows from investing activities
     Capital expenditures                                              (67,138)              (35,269)
     Capitalized software costs                                       (139,392)                    0
     Purchase/additions of assets held for sale                              0                10,200
                                                                     ---------             ---------
                       Net cash used by investing activities          (206,530)              (25,069)
                                                                     ---------             ---------

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

Net (decrease) increase in cash and cash equivalents                   (82,182)               26,759

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

Cash and cash equivalents, end of period                             $  29,003             $ 179,231
                                                                     =========             =========

Supplemental disclosure of cash flow information -
   Cash paid during the period for interest                          $       0             $   2,386
                                                                     =========             =========


                           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  July 15,  1998,  the  Company  awarded  22
          individual  franchises  and 1 new  area  franchise  and as of July 15,
          1998,  the  Company  had 342  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 six months  ended May 31, 1998 are
          not necessarily  indicative of the results to be expected for the full
          year.

Note 3  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
        -----------------------------------------

          In June  1997,  the FASB  issued  Statement  of  Financial  Accounting
          Standards No. 130, "Reporting  Comprehensive Income" (SFAS 130), which
          established  standards  for  reporting  and  display of  comprehensive
          income, its components and accumulated balances.  Comprehensive income
          is defined to include all  changes in equity  except  those  resulting
          from investments by owners and  distributions  to owners.  Among other
          disclosures,  SGAS 130 requires that all items that are required to be
          recognized  under  current  accounting   standards  as  components  of
          comprehensive  income,  be reported in a financial  statement  that is
          displayed  with the same  prominence  as other  financial  statements.
          Currently  the  Company's   only   component,   which  would  comprise
          comprehensive income, is its results of operations.

          Also, in June 1997, the FASB issued Statement of Financial  Accounting
          Standards No. 131,  "Disclosures  about  Segments of an Enterprise and
          Related   Information"  (SFAS  131),  which  supersedes  Statement  of
          Financial  Accounting  Standards  No.  14,  "Financial  Reporting  for
          Segments of a Business Enterprise." SFAS 131 establishes standards for
          the way that  public  companies  report  information  about  operating
          segments in annual  financial  statements  and  requires  reporting of
          selected  information  about operating  segments in interim  financial
          statements  issued to the public.  It also  establishes  standards for
          disclosures  regarding  products and  services,  geographic  areas and
          major customers.  SFAS 131 defines operating segments as components of
          a company about which separate financial information is available that
          is  evaluated  regularly  by the  chief  operating  decision  maker in
          deciding  how to  allocate  resources  and in  assessing  performance.
          Management  believes that SFAS 131 will not have a significant  impact
          on the Company's disclosure of segment information in the future.


<PAGE>

          SFAS 130 and 131 are effective for  financial  statements  for periods
          beginning   after   December  15,  1997,   and  requires   comparative
          information for earlier periods to be restated.


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 $82,182  ($224,348  provided  from  operating
          activities  offset by $206,530  used by  investing  activities  and by
          $100,000 used in financing activities) during the six months ended May
          31, 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 $48,976 to $582,494 and deferred  franchise
          costs  increased  $10,865 to $186,808 at May 31, 1998.  The  increases
          were  primarily a result of deferring the  recognition  of revenue and
          the expensing of commissions on 9 of the 18 new individual  franchises
          awarded  during  the  six  months  ended  May  31,  1998.  Two  of the
          individual  franchise  fees that were deferred as of November 30, 1997
          were recognized as revenue during the six months ended May 31, 1998.


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

          Three months ended May 31, 1998, compared to three months ended 
          --------------------------------------------------------------- 
          May 31, 1997
          ------------
          Total  revenues  increased  $313,616  (31.0%) from  $1,010,831 for the
          three months ended May 31, 1997,  to  $1,324,447  for the three months
          ended  May  31,  1998.  The  increase  is  primarily  attributable  to
          increases in royalties  from  franchisees  (up 18.5% from  $422,001 to
          $499,930) and area franchise fees (up from $22,500 to $518,773) offset
          by decreases in sales of equipment,  supplies and services (down 32.5%
          from $202,604 to $136,814) and  individual  franchise fees (down 59.6%
          from $345,970 to $139,700).

          The $77,929  increase in royalties  for the three months ended May 31,
          1998 as  compared  to the three  months  ended May 31,  1997 is due to
          increases in the average store volumes and number of stores open.

          The $496,273  increase in area  franchise  fees was due to selling one
          area  franchise in the country of Japan.  There were no area franchise
          sales during the three months ended May 31, 1997.

          The $65,790  decrease in sales of equipment,  supplies and services is
          primarily  due  to  the  decreased  number  of  new  franchisees  that
          purchased  equipment  during the three  months  ended May 31,  1998 as
          compared to the same prior year period.

          The $206,270  decrease in individual  franchise  fees  represents  the
          recognition  of  revenue  from ten less  franchises  during  the three
          months  ended May 31,  1998 as  compared to the same prior year period
          and a differing mix of per franchise revenue recognition.  The Company
          recognized revenue on 6 and 16 individual  franchises during the three
          months ended May 31, 1998 and May 31, 1997, respectively.


<PAGE>

          Total expenses  increased $27,265 (2.5%) from $1,111,390 for the three
          months ended May 31, 1997,  to  $1,138,655  for the three months ended
          May 31, 1998. The increase is primarily  attributable  to increases in
          royalties  paid  to  area  franchisees  (up  44.2%  from  $152,058  to
          $219,250) and  commissions on franchise  sales (up 25.1% from $184,022
          to  $230,140)  offset  by a  decrease  in cost of sales of  equipment,
          supplies and services (down 30.4% from $175,120 to $121,828).

          The $67,192  increase in royalty  rebates  relates to the  increase in
          percentage of stores that operate within area marketer  regions and an
          increase in the average store volumes.

          The $46,118  increase in commissions  on franchise  sales is primarily
          due to the commission  paid on the  international  area franchise sale
          that was recognized during the three months ended May 31, 1998.

          The  $53,292  decrease  in cost of sales of  equipment,  supplies  and
          services is primarily due to the decreased  number of new  franchisees
          that  purchased  equipment  during the three months ended May 31, 1998
          compared to the same prior year period.


          Six months ended May 31, 1998, compared to six months ended
          -----------------------------------------------------------
          May 31, 1997
          ------------
          Total revenues  increased $470,072 (26.0%) from $1,808,702 for the six
          months ended May 31, 1997, to $2,278,774  for the six months ended May
          31,  1998.  The  increase is  primarily  attributable  to increases in
          royalties from  franchisees  (up 16.1% from  $1,026,444 to $1,191,764)
          and area  franchise  fees (up from  $27,500  to  $532,773)  offset  by
          decreases in sales of  equipment,  supplies  and services  (down 13.7%
          from $312,568 to $269,658) and  individual  franchise fees (down 44.9%
          from $411,820 to $226,910).

          The $165,320  increase in  royalties  for the six months ended May 31,
          1998  as  compared  to the six  months  ended  May 31,  1997 is due to
          increases in the average store volumes and number of stores open.

          The $505,273  increase in area  franchise  fees was due to selling one
          area  franchise in the country of Japan.  There were no area franchise
          sales during the six months ended May 31, 1997.

          The $42,910  decrease in sales of equipment,  supplies and services is
          primarily  due  to  the  decreased  number  of  new  franchisees  that
          purchased  equipment  during  the six  months  ended  May 31,  1998 as
          compared to the same prior year period.

          The $184,910  decrease in individual  franchise  fees  represents  the
          recognition  of  revenue  from eight  less  franchises  during the six
          months  ended May 31,  1998 as  compared to the same prior year period
          and a differing mix of per franchise revenue recognition.  The Company
          recognized  revenue on 11 and 19 individual  franchises during the six
          months ended May 31, 1998 and May 31, 1997, respectively.

          Total expenses  increased  $43,502 (2.2%) from  $1,970,294 for the six
          months ended May 31, 1997, to $2,013,796  for the six months ended May
          31,  1998.  The  increase is  primarily  attributable  to increases in
          royalties  paid  to  area  franchisees  (up  22.7%  from  $365,826  to
          $448,704) and  commissions on franchise  sales (up 19.8% from $219,442
          to  $262,890)  offset  by a  decrease  in cost of sales of  equipment,
          supplies  and  services  (down 15.8% from  $279,217 to  $235,007)  and
          advertising (down 24.5% from $107,693 to $81,297).

          The $82,878  increase in royalty  rebates  relates to the  increase in
          percentage of stores that operate within area marketer  regions and an
          increase in the average store volumes.

<PAGE>


          The $43,448  increase in commissions  on franchise  sales is primarily
          due to the commission  paid on the  international  area franchise sale
          that was recognized during the six months ended May 31, 1998.

          The  $44,210  decrease  in cost of sales of  equipment,  supplies  and
          services is primarily due to the decreased  number of new  franchisees
          that  purchased  equipment  during the six months  ended May 31,  1998
          compared to the same prior year period.

          The $26,396  decrease in advertising  is primarily  related to reduced
          advertising in national media during the six months ended May 31, 1998
          compared to the same prior year period.


<PAGE>




PART II.       OTHER INFORMATION

Item 1. Legal Proceedings.

     None

Item 2. Changes in Securities.

     (a) Refer to the amendments to the Company's  Articles of  Incorporation in
     Item 4 below.
        
     (b) (c) (d) None.

Item 3. Defaults Upon Senior Securities.

     None.

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

The Company's annual meeting of shareholders was held on June 19, 1998, at which
the following items were voted on.

     (1)  The election of directors. The tally for the election of directors was
          as follows:

              DIRECTOR                             FOR            WITHHELD

              J. S. Corcoran                    2,599,377           5,431
              John W. Grant                     2,599,477           5,331
              F. Edward Gustafson               2,599,377           5,431
              John E. Kelly                     2,598,397           6,411
              William F. White                  2,599,277           5,531

     (2)  The  motion to  approve an  amendment  to Article IX of the  Company's
          Articles of Incorporation to increase the number of votes necessary to
          establish a quorum at  shareholder  meetings to one-third of the votes
          entitled  to be cast on a matter  by a voting  group.  The  tally  for
          approval of the amendment was as follows:

              IN FAVOR                           AGAINST          ABSTAINED

              2,134,804                           3,923            186,871

     (3)  The  motion to approve  an  amendment  to the  Company's  Articles  of
          Incorporation  to amend  Article X to revise  the votes  necessary  to
          amend the  Company's  Articles  of  Incorporation  to a majority  of a
          quorum,  and to delete  Articles XI and XII. The tally for approval of
          the amendment was as follows:

              IN FAVOR                           AGAINST           ABSTAINED

              2,130,805                           6,715             188,078




Item 5. Other Information.

     None.


<PAGE>


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

     (a) Exhibits

          3(a) Articles of Amendment to the Articles of Incorporation filed with
               the Colorado Secretary of State on July 13, 1998.

          3(b) Bylaws adopted July 13, 1998.

     (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: July 15, 1998


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


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