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 August 31, 1999


[ ]  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 of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

7173 S. Havana Street, Suite 600, Englewood, Colorado        80112
-----------------------------------------------------        -----
(Address of principal executive offices)                   (zip code)


Issuer's telephone number: 303-957-1000


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



As of October 15, 1999, there were outstanding  3,873,747 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

                                                                            AUGUST         NOVEMBER
                                                                           31, 1999        30, 1998
                                                                          (Unaudited)
                                                                          -----------    -----------
                                     Assets

Current assets
<S>                                                                       <C>            <C>
   Cash and cash equivalents                                              $   166,437    $   230,964
   Restricted cash                                                               --            3,880
   Accounts receivable, net of allowance
         of $62,557 (1999) and  $69,681 (1998)                                470,008        365,277
   Inventories                                                                154,889         56,237
   Prepaid expenses and other current assets                                   43,785         37,500
   Deferred income tax benefit - current                                      275,000        275,000
                                                                          -----------    -----------
      Total current assets                                                  1,110,119        968,858
                                                                          -----------    -----------

Property and equipment, at cost, net of accumulated depreciation              176,007        110,169
                                                                          -----------    -----------
Other assets:
   Notes receivable, net:                                                     573,402        666,408
   Deposits and other                                                         157,350         95,253
   Deferred franchise costs, net of accumulated amortization of
        $68,474 (1999) and $54,711 (1998)                                     125,782        197,732
   Capitalized software costs, net                                            611,483        351,207
                                                                          -----------    -----------
      Total other assets                                                    1,468,017      1,310,600
                                                                          -----------    -----------

                                                                          $ 2,754,143    $ 2,389,627
                                                                          ===========    ===========

                      Liabilities and Stockholders' Equity

Current liabilities
   Trade accounts payable                                                 $   419,733    $   189,754
   Notes payable - related party                                              100,000           --
   Line of credit                                                             120,000           --
   Preferred dividends payable                                                 99,750        133,000
   Accrued commissions                                                         16,715         31,085
   Other accrued expenses                                                      78,341        153,330
   Due to advertising fund                                                       --            3,880
                                                                          -----------    -----------
      Total current liabilities                                               834,539        511,049
                                                                          -----------    -----------

Deferred rent                                                                  15,952           --
Deferred revenue                                                              415,174        704,135

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;
      3,873,747 shares issued and outstanding as of 08/31/99 and
      2,989,483 shares issued and outstanding as of 11/30/98                    3,873          2,990
   Additional paid-in capital                                               5,113,995      5,026,453
   Accumulated deficit                                                     (5,846,058)    (6,071,668)
                                                                          -----------    -----------
      Total stockholders' equity                                            1,488,478      1,174,443
                                                                          -----------    -----------

                                                                          $ 2,754,143    $ 2,389,627
                                                                          ===========    ===========

                           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        NINE MONTHS ENDED
                                                                AUGUST 31,                AUGUST 31,
                                                               (Unaudited)               (Unaudited)
                                                        -----------------------   -----------------------
                                                            1999         1998         1999         1998
                                                            ----         ----         ----         ----
Revenue
<S>                                                     <C>          <C>          <C>          <C>
    Royalties from franchisees                          $  589,445   $  520,671   $1,901,438   $1,712,435
    Sales of equipment, supplies, and services             208,277      168,479      555,359      438,137
    Individual franchise fees                              463,320      270,640      727,770      497,550
    Area franchise fees, net                               114,000       49,930      294,930      582,703
    Interest Income                                           --          4,722        3,002       16,645
    Other                                                   49,537       29,370       93,541       75,116
                                                        ----------   ----------   ----------   ----------
                                                         1,424,579    1,043,812    3,576,040    3,322,586
                                                        ----------   ----------   ----------   ----------

Costs and expenses
    Selling, general, and administrative                   506,951      463,538    1,455,721    1,415,601
    Cost of sales of equipment, supplies and services      180,367      154,935      482,086      389,942
    Commissions on franchise sales                         248,118      136,582      376,788      399,472
    Royalties paid to area franchises                      208,097      197,209      754,870      645,913
    Advertising                                             39,348       44,259      111,960      125,556
    Depreciation and amortization                           24,698       19,040       68,798       52,875
    Interest                                                   457          876          457          876
                                                        ----------   ----------   ----------   ----------
                                                         1,208,036    1,016,439    3,250,680    3,030,235
                                                        ----------   ----------   ----------   ----------

Net income                                                 216,543 *     27,373 *    325,360 *    292,351

Preferred stock dividend                                    33,250         --         99,750         --
                                                        ----------   ----------   ----------   ----------

Net income attributable to common shares                $  183,293   $   27,373   $  225,610   $  292,351
                                                        ==========   ==========   ==========   ==========

Basic and diluted income per common share               $     0.05   $     0.01   $     0.07   $     0.10
                                                        ==========   ==========   ==========   ==========


Weighted average number of common shares outstanding     3,873,747    2,989,483    3,451,435    2,989,483
                                                        ==========   ==========   ==========   ==========


* No provision for income tax expense is included as the
Company has approximately $6,000,000 in net operating
loss carryforwards to offset future taxable income.

                              See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                    PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                          Consolidated Statement of Cash Flows

                                                                      NINE MONTHS ENDED
                                                                          AUGUST 31,
                                                                         (Unaudited)
                                                                   ----------------------
                                                                      1999         1998
                                                                      ----         ----
Cash flows from operating activities
<S>                                                                <C>          <C>
     Net income                                                    $ 225,610    $ 292,351
     Adjustments to reconcile net income to net cash
        from operating activities:
            Depreciation and amortization                             82,561       52,875
            Deferred revenue, net                                   (288,961)     105,046
            Deferred rent                                             15,952         --
            Change in operating assets and liabilities-
                 Accounts receivable                                (104,731)     (96,853)
                 Inventories                                         (98,652)      (3,612)
                 Prepaids and deferred franchise costs                51,902      (49,982)
                 Notes receivable                                     93,006       48,359
                 Deposits and other                                  (62,097)      20,452
                 Trade accounts payable                              229,979        7,361
                 Accrued expenses                                    (89,359)      (1,000)
                 Due to Ad Fund                                       (3,880)     (12,460)
                                                                   ---------    ---------
                       Net cash provided by operating activities      51,330      362,537
                                                                   ---------    ---------

Cash flows from investing activities
     Capital expenditures                                           (134,636)     (78,874)
     Capitalized software costs                                     (260,276)    (189,420)
                                                                   ---------    ---------
                       Net cash used in investing activities        (394,912)    (268,294)
                                                                   ---------    ---------

Cash flows from financing activities
     Payment of short-term debt                                         --       (100,000)
     Issuance of short-term debt                                     220,000
     Payment of declared dividends                                  (133,000)
     Preferred stock dividends payable                                99,750
     Issuance of Common Stock                                         88,425
                                                                   ---------    ---------
                       Net cash provided by (used in)
                         financing activities                        275,175     (100,000)
                                                                   ---------    ---------

Net decrease in cash and cash equivalents                            (68,407)      (5,757)

Cash and cash equivalents, beginning of year                         234,844      111,185
                                                                   ---------    ---------

Cash and cash equivalents, end of period                           $ 166,437    $ 105,428
                                                                   =========    =========

Supplemental disclosure of cash flow information -
   Cash paid during the period for interest                        $     457    $     876
                                                                   =========    =========


                     See notes to consolidated financial statements.

</TABLE>
<PAGE>


                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                   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, 1998
     through October 15, 1999, the Company awarded 32 individual  franchises and
     4 new area  franchises  and as of October  15,  1999,  the  Company had 379
     domestic and international individual franchise agreements in existence and
     36 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 nine months ended August 31, 1999 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 $68,407 ($51,330 provided by operating activities,
     $394,912 used by investing  activities  and $275,175  provided by financing
     activities)  during the nine months ended August 31, 1999.  During the nine
     months  ended  August 31,  1999,  the Company  generated  $88, 425 from the
     exercise of warrants for common stock,  borrowed $120,000 against it's line
     of credit and D. P. Kelly & Associates  LP, an  affiliate of the  Company's
     majority shareholder,  made advances in an aggregate amount of $100,000. Of
     the $394,912  used by investing  activities,  $260,276 was used as software
     costs  in  developing  the  Company's  new  software.  The  software  being
     developed is a point of sale, packaging and shipping program to be utilized
     by every store in the system.  The Company  also moved  during the year and
     incurred capital expenditures and leasehold improvement costs. In addition,
     the Company  purchased  42 notebook  computer  systems used at the regional

<PAGE>


     training  seminars  held during  August and  September of this year.  These
     notebook computers are responsible for the increase in inventory.  They are
     available for immediate  resale and will be sold during the last quarter of
     fiscal 1999.

     Deferred  revenue  decreased  $288,961 to $415,174 and  deferred  franchise
     costs  decreased  $71,950 during the nine months ended August 31, 1999. The
     decrease in  deferred  revenue was  primarily a result of  recognizing  the
     revenue  on 2  area  franchises  and 10  individual  franchises  that  were
     deferred as of November 30, 1998. The decrease in deferred  franchise costs
     is  primarily  the  result  of  recognizing  the  commissions  paid  on the
     individual and area franchises that were capitalized but not yet recognized
     as of November 30, 1998. The Company  anticipates  that the majority of the
     deferred  individual   franchise  fees  and  related  commissions  will  be
     recognized in fiscal 1999.

     The decrease in other  accrued  expenses is primarily due to the payment of
     bonuses,  $133,000,  of which was accrued at November  30,  1998,  and paid
     during the nine months ended August 31, 1999.

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

     Three months ended August 31, 1999,
     compared to three months ended August 31, 1998
     ----------------------------------------------

     Total revenues  increased  $380,767  (36.5%) from  $1,043,812 for the three
     months  ended  August 31, 1998,  to  $1,424,579  for the three months ended
     August 31, 1999.  The increase is  primarily  attributable  to increases in
     individual  franchise  fees (up 71.2%  from  $270,640  to  $463,320),  area
     franchise  fees (up  128.3%  from  $49,930  to  $114,000),  royalties  from
     franchisees  (up 13.2% from  $520,671 to $589,445)  and sales of equipment,
     supplies and services (up 23.6% from $168,479 to $208,277).

     The  $192,680   increase  in  individual   franchise  fees  represents  the
     recognition  of revenue  from six  additional  franchises  during the three
     months ended August 31, 1999 as compared to the same prior year period. The
     Company  recognized  revenue on 19 and 13 individual  franchises during the
     three months ended August 31, 1999 and August 31, 1998, respectively.

     The  $64,070  increase  in  area  franchise  fees is  primarily  due to the
     recognition  of one new domestic  area sale during the quarter ended August
     31, 1999. No area  franchises were sold during the quarter ended August 31,
     1998. In addition  there was  amortization  of existing area franchise fees
     during the quarters ending August 31, 1999 and August 31, 1998.

     The $68,774  increase in  royalties  for the three  months ended August 31,
     1999 as compared to the three months ended August 31, 1998 is primarily due
     to increases in the average store volumes.

     The  $39,798  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 ended August 31, 1999 as compared to the
     same prior year period.

     Total expenses  increased  $191,597  (18.9%) from  $1,016,439 for the three
     months  ended  August 31, 1998 to  $1,208,036  for the three  months  ended
     August 31, 1999.  The increase is  primarily  attributable  to increases in
     commissions  on  franchise  sales (up 81.7%  from  $136,582  to  $248,118),
     selling, general and administrative (up 9.4% from $463,538 to $506,951) and
     cost of sales of  equipment,  supplies and services (up 16.4% from $154,935
     to $180,367).

<PAGE>


     The $111,536  increase in commissions on franchise sales relates  primarily
     to the increased  number of individual and area franchise sales made during
     the first  quarter  ending  August 31, 1999 compared to the same prior year
     period.

     The $43,413 increase in selling,  general and  administrative for the three
     months  ended  August 31,  1999 as  compared  to the same prior year period
     relates  primarily  to increases in regional  training  expenses,  rent and
     miscellaneous expenses.

     The $25,432  increase in cost of sales of equipment,  supplies and services
     is primarily due to the increased  number of new franchisees that purchased
     equipment  during the three months  ended  August 31, 1999  compared to the
     same prior year period.



     Nine months ended August 31, 1999,
     compared to nine months ended August 31, 1998
     ---------------------------------------------

     Total  revenues  increased  $253,454  (7.6%) from  $3,322,586  for the nine
     months  ended  August 31,  1998,  to  $3,576,040  for the nine months ended
     August 31, 1999.  The increase is  primarily  attributable  to increases in
     individual  franchise fees (up 46.3% from $497,550 to $727,770),  royalties
     from  franchisees  (up 11.0% from  $1,712,435 to  $1,901,438)  and sales of
     equipment,  supplies  and  services  (up 26.8% from  $438,137 to  $555,359)
     offset by a decrease in area  franchise  fees (down 49.4% from  $582,703 to
     $294,930).

     The  $230,220   increase  in  individual   franchise  fees  represents  the
     recognition  of  revenue  from six  additional  franchises  during the nine
     months  ended August 31, 1999 as compared to the same prior year period and
     a  differing  mix  of  per  franchise  revenue  recognition.   The  Company
     recognized  revenue  on 30 and 24  individual  franchises  during  the nine
     months ended August 31, 1999 and August 31, 1998, respectively.

     The  $189,003  increase in  royalties  for the nine months ended August 31,
     1999 as  compared  to the  nine  months  ended  August  31,  1998 is due to
     increases in the average store volumes.

     The  $117,222  increase in sales of  equipment,  supplies  and  services is
     primarily due to the increased  number of new  franchisees  that  purchased
     equipment  during the nine months  ended August 31, 1999 as compared to the
     same prior year period.

     The  $287,773  decrease  in area  franchise  fees is  primarily  due to the
     selling of the rights  within the  country of Japan  during the nine months
     ended August 31, 1998.  Three  domestic  area  franchises  were  recognized
     during  the  nine  months  ended  August  31,  1999  in  addition  to  some
     amortization  of  existing  area  franchise  fees that were  deferred as of
     November 30, 1998.

     Total  expenses  increased  $220,445  (7.3%) from  $3,030,235  for the nine
     months ended August 31, 1998 to $3,250,680 for the nine months ended August
     31, 1999. The increase is primarily  attributable to increases in royalties
     paid to area  franchises  (up 16.9% from  $645,913 to $754,870) and cost of
     sales of  equipment,  supplies  and  services  (up 23.6% from  $389,942  to
     $482,086).

<PAGE>


     The $108,957  increase in royalties paid to area  franchisees over the same
     prior year  period  relates to the  increase in  percentage  of stores that
     operate  within area marketer  regions and an increase in the average store
     volumes.

     The $92,144  increase in cost of sales of equipment,  supplies and services
     is primarily due to the increased  number of new franchisees that purchased
     equipment  during the nine months  ended August 31, 1999 as compared to the
     same prior year period.


     Part II OTHER INFORMATION


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

          The  Company's  annual  meeting of  shareholders  was held on June 24,
          1999, 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                       3,176,488      8,108
           John W. Grant                        3,172,241     12,355
           F. Edward Gustafson                  3,177,002      7,594
           John E. Kelly                        3,176,632      7,964
           William F. White                     3,171,321     13,275

     (2)  The motion to approve the 1999  Incentive  and  Nonstatutory  Employee
          Stock Option Plan.

          IN FAVOR                   AGAINST               ABSTAINED

          2,886,626                   22,208                10,017

<PAGE>

                                   SIGNATURES



In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                             PAK MAIL CENTERS OF AMERICA, INC.
                                                        (Registrant)
Date: October 15, 1999


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


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