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, 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 Identification No.)
of 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


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, 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

                                                                             MAY         NOVEMBER
                                                                           31, 1999      30, 1998
                                                                         (Unaudited)
                                                                         -----------    -----------
                                    Assets
Current assets
<S>                                                                      <C>            <C>
   Cash and cash equivalents                                             $    23,906    $   230,964
   Restricted cash                                                              --            3,880
   Accounts receivable, net of allowance
         of $64,526 (1999) and  $69,681 (1998)                               392,222        365,277
   Inventories                                                                56,465         56,237
   Prepaid expenses and other current assets                                  49,657         37,500
   Deferred income tax benefit - current                                     275,000        275,000
                                                                         -----------    -----------
      Total current assets                                                   797,250        968,858
                                                                         -----------    -----------

Property and equipment, at cost, net of accumulated depreciation             139,682        110,169
                                                                         -----------    -----------
Other assets:
   Notes receivable, net:                                                    600,314        666,408
   Deposits and other                                                        128,992         95,253
   Deferred franchise costs, net of accumulated amortization of
        $63,886 (1999) and $54,711 (1998)                                    228,570        197,732
   Capitalized software costs, net                                           524,483        351,207
                                                                         -----------    -----------
      Total other assets                                                   1,482,359      1,310,600
                                                                         -----------    -----------

                                                                         $ 2,419,291    $ 2,389,627
                                                                         ===========    ===========
                     Liabilities and Stockholders' Equity
Current liabilities
   Trade accounts payable                                                $   401,667    $   189,754
   Preferred dividends payable                                                66,500        133,000
   Accrued commissions                                                        16,715         31,085
   Other accrued expenses                                                       --          153,330
   Due to advertising fund                                                      --            3,880
                                                                         -----------    -----------
      Total current liabilities                                              484,882        511,049
                                                                         -----------    -----------

Deferred revenue                                                             629,224        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 $2,283,168)                                  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 05/31/99 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                                                    (6,029,351)    (6,071,668)
                                                                         -----------    -----------
      Total stockholders' equity                                           1,305,185      1,174,443
                                                                         -----------    -----------

                                                                         $ 2,419,291    $ 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          SIX MONTHS ENDED
                                                                   MAY 31,                     MAY 31,
                                                                (Unaudited)                  (Unaudited)
                                                        --------------------------   -------------------------
                                                            1999           1998          1999          1998
                                                            ----           ----          ----          ----
Revenue
<S>                                                     <C>            <C>           <C>           <C>
    Royalties from franchisees                          $   570,093    $   499,930   $ 1,311,993   $ 1,191,764
    Sales of equipment, supplies, and services              196,568        136,814       347,082       269,658
    Individual franchise fees                               193,600        139,700       264,450       226,910
    Area franchise fees, net                                 49,930        518,773       180,930       532,773
    Interest Income                                           3,002          5,511         3,002        11,923
    Other                                                    29,879         23,719        44,004        45,746
                                                        -----------    -----------   -----------   -----------
                                                          1,043,072      1,324,447     2,151,461     2,278,774

Costs and expenses
    Selling, general, and administrative                    459,574        502,816       948,770       952,063
    Cost of sales of equipment, supplies and services       166,256        121,828       301,719       235,007
    Commissions on franchise sales                           89,720        230,140       128,670       262,890
    Royalties paid to area franchises                       267,548        219,250       546,773       448,704
    Advertising                                              32,596         46,445        72,612        81,297
    Loss on investment in assets held for resale               --             --            --            --
    Depreciation and amortization                            23,100         18,176        44,100        33,835
    Interest                                                   --             --            --            --
                                                        -----------    -----------   -----------   -----------
                                                          1,038,794      1,138,655     2,042,644     2,013,796
                                                        -----------    -----------   -----------   -----------

Net income                                                    4,278        185,792       108,817       264,978

Preferred stock dividend                                     33,250           --          66,500          --
                                                        -----------    -----------   -----------   -----------

Net income attributable to common shares                $   (28,972)   $   185,792   $    42,317   $   264,978
                                                        ===========    ===========   ===========   ===========

Basic income (loss) per common share                    $     (0.01)   $      0.06   $      0.01   $      0.09
                                                        ===========    ===========   ===========   ===========


Weighted average number of common shares outstanding      3,523,928      2,989,483     3,258,182     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)
                                                                             ----------------------
                                                                                1999         1998
                                                                                ----         ----
Cash flows from operating activities
<S>                                                                          <C>          <C>
     Net income                                                              $  42,317    $ 264,978
     Adjustments to reconcile net income to net cash
        from operating activities:
            Depreciation and amortization                                       53,275       33,835
            Deferred revenue, net                                              (74,911)      48,976
            Change in operating assets and liabilities-
                 Accounts receivable                                           (26,945)     (56,905)
                 Inventories                                                      (228)       2,534
                 Prepaids and deferred franchise costs                         (52,170)     (38,417)
                 Notes receivable                                               66,094       67,996
                 Deposits and other                                            (33,739)      24,724
                 Trade accounts payable                                        211,913      (57,150)
                 Accrued expenses                                             (167,700)     (50,814)
                 Due to Ad Fund                                                 (3,880)     (15,409)
                                                                             ---------    ---------
                       Net cash provided by operating activities                14,026      224,348

Cash flows from investing activities
     Capital expenditures                                                      (73,613)     (67,138)
     Capitalized software costs                                               (173,276)    (139,392)
                                                                             ---------    ---------
                       Net cash used by investing activities                  (246,889)    (206,530)

Cash flows from financing activities
     Payment of short-term debt                                                   --       (100,000)
     Payment of declared dividends                                            (133,000)
     Preferred stock dividends payable                                          66,500
     Issuance of Common Stock                                                   88,425
                                                                             ---------    ---------

                       Net cash provided by (used in) financing activities      21,925     (100,000)


Net decrease in cash and cash equivalents                                     (210,938)     (82,182)

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

Cash and cash equivalents, end of period                                     $  23,906    $  29,003
                                                                             =========    =========

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 July 15, 1999, the Company  awarded 23 individual  franchises and 4
     new area  franchises  and as of July 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 six months  ended May 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 $210,938 ($14,026 provided by operating activities
     offset by $246,889  used by investing  activities  and $21,925  provided by
     financing  activities)  during the six months  ended May 31,  1999.  Of the
     $246,889 used by investing activities,  $173,276 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  funds to pay for the  software  came  from  operating
     activities  and the $88,425  generated  from the  exercise of warrants  for
     common stock.

     Deferred revenue decreased $74,911 to $629,224 and deferred franchise costs
     increased $30,838 during the six months ended May 31, 1999. The decrease in
     deferred  revenue was  primarily a result of  recognizing  the revenue on 2
     area  franchises  and 7  individual  franchises  that were  deferred  as of
     November  30,  1998  offset by  deferring  the  recognition  of  revenue or
     deposits  on 17 new  individual  franchises  awarded  during the six months
     ending May 31, 1999. The increase in deferred  franchise costs is primarily
     the  result  of  capitalizing   the  commissions  paid  on  the  individual
     franchises awarded but not yet recognized. The Company anticipates that all
     of the deferred  individual  franchise fees and related commissions will be
     recognized in fiscal 1999.

<PAGE>


     The decrease in other  accrued  expenses is primarily due to the payment of
     bonuses,  $121,000 was accrued at November 30, 1998 and paid during the six
     months ended May 31, 1999.

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

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

     Total revenues  decreased  $281,375  (21.2%) from  $1,324,447 for the three
     months ended May 31, 1998, to $1,043,072 for the three months ended May 31,
     1999.  The  decrease  is  primarily  attributable  to a  decrease  in  area
     franchise fees (down 90.4% from $518,773 to $49,930) offset by increases in
     royalties from franchisees (up 14.0% from $499,930 to $570,093), individual
     franchise fees (up 38.6% from $139,700 to $193,600) and sales of equipment,
     supplies and services (up 43.7% from $136,814 to $196,568).

     The  $468,843  decrease  in area  franchise  fees is  primarily  due to the
     selling of an area  franchise  for the country of Japan  during the quarter
     ended May 31, 1998. No area  franchises  were sold during the quarter ended
     May 31,  1999,  however  there  was  some  amortization  of  existing  area
     franchise fees that were deferred as of November 30, 1998.

     The $70,163  increase in royalties  for the three months ended May 31, 1999
     as compared to the three  months  ended May 31, 1998 is due to increases in
     the average store volumes.

     The  $53,900   increase  in  individual   franchise  fees   represents  the
     recognition  of revenue  from two  additional  franchises  during the three
     months  ended May 31, 1999 as compared to the same prior year  period.  The
     Company  recognized  revenue on 8 and 6  individual  franchises  during the
     three months ended May 31, 1999 and May 31, 1998, respectively.

     The  $59,754  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 May 31,  1999 as compared to the
     same prior year period.

     Total  expenses  decreased  $99,861  (8.8%) from  $1,138,655  for the three
     months ended May 31, 1998 to $1,038,794  for the three months ended May 31,
     1999.  The  decrease is  primarily  attributable  to  decreases in selling,
     general  and  administrative  (down 8.6% from  $502,816  to  $459,574)  and
     commissions on franchise sales (down 61.0% from $230,140 to $89,720) offset
     by increases in royalties  paid to area  franchises (up 22.0% from $219,250
     to  $267,548)  and cost of sales of  equipment,  supplies  and services (up
     36.5% from $121,828 to $166,256).

     The $43,242 decrease in selling,  general and  administrative for the three
     months ended May 31, 1999 as compared to the same prior year period relates
     primarily   to  decreases  in  seminar,   travel  and   entertainment   and
     miscellaneous expenses.

     The $48,298  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 $44,428  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 May 31, 1999  compared to the same
     prior year period.

<PAGE>


     The $140,420  decrease in commissions on franchise sales relates  primarily
     to the commission that was paid on the Japan area franchise sale during the
     three months ended May 31, 1998.  There were no area franchise  commissions
     paid during the three months ended May 31, 1999.


     Six months ended May 31, 1999, compared to six months ended May 31, 1998
     ------------------------------------------------------------------------

     Total revenues decreased $127,313 (5.6%) from $2,278,774 for the six months
     ended May 31, 1998,  to  $2,151,461  for the six months ended May 31, 1999.
     The decrease is primarily attributable to a decrease in area franchise fees
     (down 66.0% from  $532,773 to  $180,930)  offset by  increases in royalties
     from  franchisees  (up 10.1% from  $1,191,764  to  $1,311,993),  individual
     franchise fees (up 16.5% from $226,910 to $264,450) and sales of equipment,
     supplies and services (up 28.7% from $269,658 to $347,082).

     The  $351,843  decrease  in area  franchise  fees is  primarily  due to the
     selling of an area franchise for the country of Japan during the six months
     ended May 31, 1998. Two domestic area  franchises  were sold during the six
     months ended May 31, 1999 in addition to some amortization of existing area
     franchise fees that were deferred as of November 30, 1998.

     The $120,229 increase in royalties for the six months ended May 31, 1999 as
     compared to the six months  ended May 31, 1998 is due to  increases  in the
     average store volumes.

     The  $37,540   increase  in  individual   franchise  fees   represents  the
     recognition of revenue from one additional  franchise during the six months
     ended  May 31,  1999 as  compared  to the  same  prior  year  period  and a
     differing mix of per franchise revenue recognition.  The Company recognized
     revenue on 12 and 11  individual  franchises  during the three months ended
     May 31, 1999 and May 31, 1998, respectively.

     The  $77,424  increase  in sales of  equipment,  supplies  and  services is
     primarily due to the increased  number of new  franchisees  that  purchased
     equipment  during the six months ended May 31, 1999 as compared to the same
     prior year period.

     Total expenses  increased $28,848 (1.4%) from $2,013,796 for the six months
     ended May 31, 1998 to $2,042,644 for the six months ended May 31, 1999. The
     increase is primarily  attributable  to increases in royalties paid to area
     franchises  (up  21.9%  from  $448,704  to  $546,773)  and cost of sales of
     equipment,  supplies  and  services  (up 28.4% from  $235,007 to  $301,719)
     offset by a decrease in  commissions  on  franchise  sales (down 51.1% from
     $262,890 to $128,670).

     The $98,069  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 $134,220  decrease in commissions on franchise sales relates  primarily
     to the commission that was paid on the Japan area franchise sale during the
     six months ended May 31, 1998.

     The $66,712  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 six months ended May 31, 1999 as compared to the same
     prior year period.

<PAGE>


Part II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds.

     On April 6, 1999, the Company issued 884,264 shares of its $0.001 par value
     common stock to the holders of outstanding  warrants,  which were exercised
     at an exercise price of $.10 per share.  The warrants  exercised  represent
     all of the  outstanding  warrants issued in connection with the issuance of
     the Series C Preferred  Stock of the Company in November  1997. The Company
     received  $88,426.40  upon exercise of the warrants.  The offer and sale of
     the warrants, and their exercise,  were made in reliance upon the exemption
     from  registration  provided by Section 4(2) of the Securities Act of 1933,
     as amended, and Regulation D adopted thereunder.

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

Item 5. Other information.

     Registrant  moved the location of its principal  executive  offices on July
     15, 1999. Registrant's new address and phone number are listed on the cover
     of this Form 10Q-SB.

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

     (a)  None

     (b)  No  reports on Form 8-K were filed  during the  quarter  ended May 31,
          1999.


<PAGE>


                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
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 20, 1999


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


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