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, 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                      (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 19, 1999,  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>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

                                                       FEBRUARY       NOVEMBER
                                                       28, 1999       30, 1998
                                                     (Unaudited)
                                                     --------------------------
                                     
                                     Assets

Current assets
   Cash and cash equivalents                         $    34,650    $   230,964
   Restricted cash                                         4,682          3,880
   Accounts receivable, net of allowance
         of $76,542 (1999) and  $69,681 (1998)           433,981        365,277
   Inventories                                            61,691         56,237
   Prepaid expenses and other current assets              30,432         37,500
   Deferred income tax benefit - current                 275,000        275,000
                                                     -----------    -----------
      Total current assets                               840,436        968,858
                                                     -----------    -----------

Property and equipment, at cost, net of
   accumulated depreciation                              139,943        110,169
                                                     -----------    -----------
Other assets:
   Notes receivable, net:                                613,824        666,408
   Deposits and other                                    110,863         95,253
   Deferred franchise costs, net of
     accumulated amortization of
     $59,299 (1999) and $54,711 (1998)                   226,937        197,732
   Capitalized software costs, net                       416,916        351,207
                                                     -----------    -----------
      Total other assets                               1,368,540      1,310,600
                                                     -----------    -----------
                                                     $ 2,348,919    $ 2,389,627
                                                     ===========    ===========

                      Liabilities and Stockholders' Equity

Current liabilities
   Trade accounts payable                            $   236,523    $   189,754
   Preferred dividends payable                           133,000        133,000
   Accrued commissions                                    31,085         31,085
   Other accrued expenses                                 24,363        153,330
   Due to advertising fund                                 4,682          3,880
                                                     -----------    -----------
      Total current liabilities                          429,653        511,049
                                                     -----------    -----------

Deferred revenue                                         640,284        704,135

Stockholders' equity:
   Series C redeemable preferredstock,
      $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                                (5,967,129)    (6,071,668)
                                                     -----------    -----------
       Total stockholders' equity                      1,278,982      1,174,443
                                                     -----------    -----------
                                                     $ 2,348,919    $ 2,389,627
                                                     ===========    ===========

                 See notes to consolidated financial statements.



<PAGE>

                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                      Consolidated Statement of Operations

                                                          THREE MONTHS ENDED
                                                             FEBRUARY 28,

                                                              (Unaudited)
                                                        ------------------------
                                                            1999        1998
                                                        ----------    ----------
Revenue
    Royalties from franchisees                          $  741,900    $  691,834
    Sales of equipment, supplies, and services             150,514       132,844
    Individual franchise fees                               70,850        87,210
    Area franchise fees, net                               131,000        14,000
    Interest Income                                           --           6,412
    Other                                                   14,125        22,027
                                                        ----------    ----------
                                                         1,108,389       954,327
                                                        ----------    ----------

Costs and expenses
    Selling, general, and administrative                   484,608       449,247
    Cost of sales of equipment, supplies
     and services                                          135,463       113,179
    Commissions on franchise sales                          38,950        32,750
    Royalties paid to area franchises                      279,225       229,454
    Advertising                                             40,016        34,852
    Loss on investment in assets held for resale              --            --
                                                        ----------    ----------
    Depreciation and amortization                           25,588        15,659
    Interest                                                  --            -- 
                                                        ----------    ----------
                                                         1,003,850       875,141
                                                        ----------    ----------

Net income                                              $  104,539    $   79,186
                                                        ==========    ==========

Basic income per common share                           $     0.03    $     0.03
                                                        ==========    ==========

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,
                                                                                 (Unaudited)
                                                                       --------------------------------
                                                                         1999                   1998
                                                                       ---------              ---------
<S>                                                                    <C>                    <C>   
Cash flows from operating activities
     Net income                                                        $ 104,539              $  79,186
     Adjustments to reconcile net income to
      net cash from operating activities:
            Depreciation and amortization                                 25,588                 15,659
            Amortization of discount on note payable                        --                     --
            Deferred revenue, net                                        (63,851)               508,899
            Change in operating assets and liabilities-
                 Accounts receivable                                     (68,704)               (34,185)
                 Inventories                                              (5,454)                 4,530
                 Prepaids and deferred franchise costs                   (26,725)              (186,430)
                 Notes receivable                                         52,584                 30,518
                 Deposits and other                                      (15,610)                (4,038)
                 Trade accounts payable                                   46,769               (180,446)
                 Accrued expenses                                       (128,967)               (43,342)
                 Due to Ad Fund                                          (11,946)                   802
                                                                       ---------              ---------
                   Net cash (used in) provided
                     by operating activities                             (79,029)               178,405
                                                                       ---------              ---------

Cash flows from investing activities
     Capital expenditures                                                (50,774)               (34,091)
     Capitalized software costs                                          (65,709)               (47,897)
                                                                       ---------              ---------
                       Net cash used by investing activities            (116,483)               (81,988)
                                                                       ---------              ---------

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

Net decrease in cash and cash equivalents                               (195,512)
                                                                                                 (3,583)

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

Cash and cash equivalents, end of period                               $  39,332              $ 107,602
                                                                       =========              =========

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

                 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, 1998  through  April 14,  1999,  the  Company  awarded 15
          individual  franchises  and 1 new area  franchise  and as of April 14,
          1999,  the  Company  had 372  domestic  and  international  individual
          franchise agreements in existence and 33 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, 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  $195,512   ($79,029  used  by  operating
          activities and $116,483 used by investing activities) during the three
          months ended February 28, 1999.

          Deferred revenue  decreased  $63,851 to $640,284 at February 28, 1999.
          The decrease was  primarily a result of  recognizing  the revenue on 2
          area  franchises and 3 individual  franchises that were deferred as of
          November 30, 1998 offset by deferring  the  recognition  of revenue or
          deposits on ten new  individual  franchises  awarded  during the three
          months ending February 28, 1999. The Company  anticipates  that all of
          the deferred individual franchise fees and related commissions will be
          recognized in fiscal 1999.

<PAGE>


          The decrease in accrued  expenses is  primarily  due to the payment of
          bonuses  which were  accrued at  November  30, 1998 during the quarter
          ended February 28, 1999.

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

          Three months ended  February 28, 1999,  compared to three months ended
          February  28, 1998 
          ----------------------------------------------------------------------

          Total revenues  increased $154,062 (16.1%) from $954,327 for the three
          months ended  February 28, 1998,  to  $1,108,389  for the three months
          ended  February 28, 1999.  The increase is primarily  attributable  to
          increases  in royalties  from  franchisees  (up 7.2% from  $691,834 to
          $741,900), area franchise fees (up $117,000 from $14,000 to $131,000),
          and sales of equipment,  supplies and services (up 13.3% from $132,844
          to $150,514).

          The $50,066  increase in royalties for the three months ended February
          28, 1999 as compared to the three  months  ended  February 28, 1998 is
          due to  increases  in the average  store  volumes and number of stores
          open.

          The $117,000  increase in area  franchise fees is primarily due to two
          domestic  area  franchises  awarded  during  the  three  months  ended
          February 28, 1999.

          The $17,670  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 February 28, 1999 as
          compared to the same prior year period.

          Total expenses  increased $128,709 (14.7%) from $875,141 for the three
          months  ended  February  28, 1998 to  $1,003,850  for the three months
          ended  February 28, 1999.  The increase is primarily  attributable  to
          increases  in  selling,  general  and  administrative  (up  8.9%  from
          $449,247 to $489,196),  royalties  paid to area  franchises  (up 21.7%
          from $229,454 to $279,225)  and cost of sales of  equipment,  supplies
          and services (up 19.7% from $113,179 to $135,463).

          The $39,949 increase in selling,  general and  administrative  for the
          three  months  ended  February  28, 1999 as compared to the same prior
          year period relates primarily to increases in personnel expenses.

          The $49,771  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.

          The  $22,284  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 February 28,
          1999 compared to the same prior year period.










<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 19, 1999


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


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