U. S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                               (Amendment No. 1)

        (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, 2002
                                        ---------------


         [ ] 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
 Incorporation or Organization)                              Identification No.)



7173 S. Havana St., 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 August 31, 2002, there were outstanding 3,877,737 shares of the
issuer's Common Stock, par value $.001 per share.

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


<PAGE>
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<CAPTION>


PART I  FINANCIAL INFORMATION
      Item 1.  Financial Statements.


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


                                                                                        August        November
                                                                                       31, 2002       30, 2001
                                                                                     (Unaudited)      Audited
                                                                                     -----------    -----------

Assets
<S>                                                                                  <C>            <C>
Current assets
   Cash and cash equivalents                                                         $    59,569    $    17,201
   Restricted cash                                                                        90,759        138,406
   Accounts receivable, net of allowance
         of $72,052 (2002) and $69,677 (2001)                                            535,991        544,192

   Inventories                                                                            53,532         30,225
   Notes receivable, current, net of allowance of $16,383 (2002) and $31,115 (2001)      115,523        115,523
   Prepaid expenses and other current assets                                              25,167         55,588
   Deferred income tax benefit - current                                                    --          132,734
                                                                                     -----------    -----------
      Total current assets                                                               880,541      1,033,869
                                                                                     -----------    -----------
Property and equipment, at cost, net of accumulated depreciation                          58,389         85,413
                                                                                     -----------    -----------
Other assets:
   Notes receivable, net of current portion                                               71,932        184,447
   Deposits and other                                                                    111,334        112,868
   Deferred franchise costs, net of accumulated amortization of
       $135,603 (2002) and $135,603 (2001)                                                50,310         16,770
   Capitalized software costs, net of amortization and impairment
       $571,956 (2002) and $130,373 (2001)                                                  --          571,956
                                                                                     -----------    -----------
      Total other assets                                                                 233,576        886,041
                                                                                     -----------    -----------
                                                                                     $ 1,172,506    $ 2,005,323
                                                                                     ===========    ===========

Liabilities and Stockholders' Equity
Current liabilities
   Trade accounts payable                                                            $    84,708    $   203,042
   Other accrued expenses                                                                332,035        348,617
   Deferred Rent                                                                          59,415         64,776
   Due to advertising fund                                                                90,759        138,406
   Preferred dividends payable                                                           232,750        133,000
   Current portion of capital lease obligation                                            10,520         10,520
   Current portion of post employment benefits                                            45,369           --
                                                                                     -----------    -----------
      Total current liabilities                                                          855,556        898,361
                                                                                     -----------    -----------
Long term liabilities
  Deferred revenue                                                                       535,302        626,205
  Note payable related party                                                             400,000        400,000
  Capital lease obligation                                                                 2,360         11,088
  Post employment benefits                                                               226,869           --
                                                                                     -----------    -----------
        Total long-term liabilities                                                    1,164,531      1,037,293
                                                                                     -----------    -----------
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 $2,349,668)                                              2,216,668      2,216,668
   Common stock, $.001 par value; 200,000,000 shares authorized;
      3,877,737 shares issued and outstanding as of 08/31/02 and
      3,877,737 shares issued and outstanding as of 11/30/01                               3,877          3,877
   Additional paidin capital                                                           5,113,992      5,113,992
   Accumulated deficit                                                                (8,182,118)    (7,264,868)
                                                                                     -----------    -----------
      Total stockholders' equity                                                        (847,581)        69,669
                                                                                     -----------    -----------
                                                                                     $ 1,172,506    $ 2,005,323
                                                                                     ===========    ===========


                                 See notes to consolidated financial statements

                                                      F-1
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<CAPTION>


                            PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                                  Consolidated Statement of Operations



                                                            THREE MONTHS ENDED             NINE MONTHS ENDED
                                                        --------------------------    ---------------------------
                                                                 August 31,                    August 31,
                                                            2002           2001           2002           2001
                                                        --------------------------    ---------------------------
                                                        (Unaudited)   (Unaudited)   (Unaudited)    (Unaudited)
                                                         ---------     ---------     ---------      ---------

Revenue
    <S>                                                 <C>            <C>            <C>            <C>
    Royalties from franchisees                          $   610,400    $   629,585    $ 2,074,542    $ 2,161,208
    Franchise fees                                          258,132        165,676        701,448        559,865
    Sales of products and services                          231,579        197,967        489,816        403,008
    Software licence fees                                      --           19,409           --          121,169
    Other operating revenue                                  44,619         23,334         83,807         74,316
                                                        -----------    -----------    -----------     -----------
           Total Revenue                                  1,144,730      1,035,971      3,349,613      3,319,566
                                                        -----------    -----------    -----------     -----------

Operating expenses
    Selling, general, and administrative                    430,040        468,844      1,323,330      1,537,439
    Cost of sales of products and services                  253,924        186,626        508,549        438,993
    Royalties paid to area franchises                       270,351        260,028        927,409        964,300
    Commissions on franchise sales                           98,850         57,018        299,795        210,301
    Advertising                                              10,275         25,949         76,328        117,608
    Depreciation & amortization                              12,714         21,756         47,607        118,584
    Impairment of capitalized software                      571,956           --          571,956           --
    Post employment expenses                                272,238           --          272,238           --
                                                        -----------    -----------    -----------    -----------
            Total Operating Expenses                      1,920,348      1,020,221      4,027,212      3,387,225
                                                        -----------    -----------    -----------    -----------

Operating income (loss                                     (775,618)        15,750       (677,599)       (67,659)

Other income & expense
    Interest income                                           2,259          3,942          9,859         10,427
    Interest expense                                          5,163         10,590         17,026         36,270
                                                        -----------    -----------    -----------    -----------

Net (loss) income before income tax expense                (778,522)         9,102       (684,766)       (93,502)

Deferred income tax expense                                 132,734           --          132,734           --

Net (loss) income before preferred stock dividend          (911,256)         9,102       (817,500)       (93,502)
                                                        -----------    -----------    -----------    -----------

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

Net loss (income) available to Stockholders                (944,506)   $   (24,148)      (917,250)      (193,252)
                                                        ===========    ===========    ===========    ===========

Basic and diluted net (loss) income
   per share of common share                            $    (0.244)   $    (0.006)   $    (0.237)   $    (0.050)
                                                        ===========    ===========    ===========    ===========

                                                          3,877,737      3,877,737      3,877,737      3,877,737
                                                        ===========    ===========    ===========    ===========




                                See notes to consolidated financial statements.

                                                        F-2
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<TABLE>
<CAPTION>

                              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                                    Consolidated Statement of Cash Flows



                                                                                       NINE MONTHS ENDED
                                                                                    August 31,   August 31,
                                                                                      2002         2001
                                                                                    ---------    ---------
                                                                                   (Unaudited)  (Unaudited)


Cash flows from operating activities
            <S>                                                                    <C>          <C>
             Net Loss                                                               $(917,250)   $(193,252)

Adjustments to reconcile net loss to net cash
provided by operating activities:
        Depreciation and amortization                                                  47,607       38,170
        Amortization of trademarks                                                                  17,666
        Amortization PSS software development                                            --         48,984
        Amortization of deferred franchise costs                                                    13,764
        Bad debt                                                                       94,500
        Change in provision for loss on accounts receivable                             2,375       46,030
        Change in provision for loss on notes receivable                              (14,732)      28,638
        Impairment on capitalized software                                            571,956         --
        Postemployment expenses                                                       272,238
        Deferred income tax expense                                                   132,734
        Changes in assets and liabilities
              Accounts receivable                                                     (65,928)     (47,153)
              Inventories                                                             (23,307)      13,532
              Prepaids expenses                                                        30,421      (44,190)
              Trade accounts payable                                                 (118,334)    (124,280)
              Accrued expenses and deferred rent                                      (21,943)     188,364
              Due to Ad Fund                                                          (47,647)      62,941
              Deferred franchise costs                                                (33,540)        --
              Deferred revenue                                                        (38,903)     184,799
                                                                                    ---------    ---------
                    Net cash (used in)/provided by operating activities              (129,753)     234,013
                                                                                    ---------    ---------

Cash flows from investing activities
        Capital expenditures                                                           (5,747)      (9,416)
        Deferred franchise expenditures                                                            (12,980)
        Capitalized software costs                                                                (194,098)
        Collections on notes receivable                                                52,501       73,021
        Deposits & other                                                              (13,302)      42,392
                                                                                    ---------    ---------
                    Net cash provided by/(used in) investing activities                33,452     (101,081)
                                                                                    ---------    ---------

Cash flows from financing activities
        Payments on notes payable and capital lease obligations                        (8,728)      (7,775)
        Preferred stock dividends accrued                                              99,750       99,750
        Preferred stock dividends paid                                                   --       (133,000)
        Restricted Cash                                                                47,647      (74,070)
                                                                                    ---------    ---------
                    Net cash provided by/(used in) financing activities               138,669     (115,095)
                                                                                    ---------    ---------
Net increase in cash and cash equivalents                                              42,368       17,837
                                                                                    =========    =========
Cash and cash equivalents, beginning of year                                           17,201       11,129

Cash and cash equivalents, end of period                                            $  59,569    $  28,966
                                                                                    =========    =========


Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                                         $  17,027    $  39,311

Supplemental disclosure of noncash activity:
  During the nine monts ended August 31, 200  (Unaudited) the company cancelled a
  note receivable and the associated deferred revenue totaling $52,000


                              See notes to consolidated financial statements.

                                                     F-3
</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 June
          1, 2002 through August 31, 2002, the Company awarded 9 individual
          franchises. For the period from December 1, 2001 through August 31,
          2002, the Company awarded 24 individual franchises. The Company had
          336 domestic and 47 international individual stores operating, and 27
          domestic and 8 international area franchises in existence. 19 of the
          domestic franchise agreements, which have been issued, are for stores
          not yet operating.

          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 inter-company transactions and balances have been
          eliminated in consolidation.

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

          The Company has prepared the accompanying consolidated financial
          statements. Certain information and footnote disclosures normally
          included in financial statements prepared in accordance with
          accounting principles generally accepted in the United States of
          America 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, 2002
          are not necessarily indicative of the results to be expected for the
          full year.

                                       F-4

<PAGE>


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

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


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

          Nine months ended August 31, 2002
          ---------------------------------

          The company used $129,753 in operations; provided $33,452 from
          investing activities and generated $138,669 in financing activities
          during the nine months ended August 31, 2002. The cash generated was
          used primarily to pay down accounts payable.

          Per mutual agreement, the company and the area developer for
          Oklahoma/Louisiana cancelled the existing agreement with no penalties
          or obligations to either party. This resulted in the cancellation of a
          note receivable and associated deferred revenue in the amount of
          $52,000.


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

          Three months ended August 31, 2002, compared to three months ended
          ------------------------------------------------------------------
          August 31, 2001
          ---------------

          Revenues
          --------
          Total revenues increased $108,759 (up 10.50% from $1,039,971 to
          $1,144,730). The increase is primarily attributable to increases in
          Sales of equipment, supplies and services (up 16.98% from $197,967 to
          $231,579), Franchise fees (up 55,81% from $165,676 to $258,132), PSS
          license & maintenance fees (down 100% from $19,409 to $0), and Other
          income (up 91.22% from $23,334 to $44,619.

          Sales of equipment, supplies and services increased $33,612 due to the
          increase in individual franchise sales. As more franchises are sold,
          more associated equipment is sold.

          Franchise fees increased $92,456 due to an ndividual franchise fee
          increase of $72,770 due to the increase in the number of sales over
          the comparable period, a result of favorable referrals from the
          franchisee community. And an area franchise fees increased $19,686 due
          to the transfer of the area agreements covering the states of
          Washington and Oregon. These fees are deferred and realized over the
          life of the contract. The contract was terminated with approximately 1
          1/2 years remaining and $30,330 in revenue still deferred which was
          recognized. The company received no revenue from the transfer.

          PSS license and maintenance fees decreased $19,409 due to Pak Mail's
          exit from the software business. Pak Mail had been developing a point
          of sale software program called PSS over the past five years. The
          decrease in PSS license & maintenance fees is a result of Pak Mail's
          decision to discontinue developing the PSS point of sales software
          program. In May 2001 the Company determined that it had no more funds
          to commit to finishing the development of the software. Accordingly,
          an agreement was reached with ReSource Software, Inc. to use its off
          the shelf packing and shipping program.

          Other income increased $21,285 due to an increase in number of store
          transfers over the same period of last year.

                                       2

<PAGE>


          Costs and Expenses
          ------------------
          Total expenses increased $900,127 (up 88.23%) from $1,020,221 to
          $1,920,348. The decrease is due to a decrease in selling, general and
          administrative (down 8.28% from $468,844 to $430,040); Cost of sales
          of equipment, supplies and services (up 36.06% from $186,626 to
          $253,924), commissions on franchise sales (up 73.37% from $57,018 to
          $98,850), and advertising (down 60.40% from $25,949 to $10,275).
          Impairment of capitalized software (up from $0 to $571,956) and post
          employment expenses (up from $0 to $272,238).

          Selling, general and administrative decreased $38,804 due to the
          reduction in personnel from 18 to 13, a reduction in the phone bill
          and a reduction in legal expenses.

          Cost of sales of equipment, supplies and services increased $67,298
          due to an increase in the number of individual franchises sold.

          Commissions on franchise sales increased $41,832 due to the increase
          in individual franchises sold.

          Advertising decreased $15,674 as unproductive advertising was
          eliminated.

          Impairment of capitalized software costs increased $571,956 due to the
          inability to utilize the marketing and custom packaging modules from
          PSS in the ReSource point of sale software. The ReSource program did
          not have a marketing or custom packaging module. Those two pieces from
          PSS were to be incorporated into the ReSource Software point of sale
          program. The Company expected the ReSource Software point of sale
          program including the two pieces from PSS to be released in August or
          September of 2002 at which point Pak Mail would share in the revenue
          from the enhanced package. Pak Mail had been developing a point of
          sale software program called PSS over the past five years. In May 2001
          the Company determined that it had no more funds to commit to
          finishing the development of the software. An agreement was struck
          with ReSource Software, Inc. to use its off the shelf packing and
          shipping program. The amount impaired is the remaining balance of
          capitalized software costs on the financial statements.

          Post employment expenses increased $272,238 due to recognition of the
          remaining liability associated with John Kelly's severance package,
          the former CEO. Included in the liability are salary, benefits,
          payroll taxes, health club membership and car allowance. The contract
          terminates February 29th, 2004.

          Deferred income tax expense increased $132,734 due to the company's
          decision to write off the balance of the deferred income tax asset
          based upon the lack utilization of net operating losses.

          Nine months ended August 31, 2002 compared to the Nine months ended
          -------------------------------------------------------------------
          August 31, 2001
          ---------------

          Revenue
          -------
          Total revenues decreased 0.91% or $30,097 from $3,319,566 to
          $3,349,613. The increase is attributable primarily to; Royalties (down
          4.01% from $2,161,208 to $2,074,542), sales of equipment supplies and
          services increased (up 25.29% from $403,008 to $489,816), franchise
          fees of $559,865 to $701,448 franchise fees increased (up 25,29% from
          $405,790 to $568,200), and PSS license & maintenance fees decreased
          (down 100.00% from $121,169 to $0).

          Royalties decreased $86,666 due to a decrease in average store volume,
          which is a lingering effect of the September 11th terrorist attack and
          a decrease in the number of stores operating.

          Sales of equipment supplies and services increased $86,808 due to the
          increase in individual franchise sales.

          Franchise fees increased $141,583 due to an individual franchise fee
          increased of $162,410 due to the increase in number of store
          franchises sold and recognized. And an area franchise fees decrease of

                                       3

<PAGE>

          $20,827 due to fewer area sales contracts being amortized in 2002 and
          one additional Area franchise being sold during the first quarter of
          the 2001. Per our accounting method, the net area fee is amortized
          over the life of the contract, usually 5 years. However, the revenue
          associated with the commission paid on the contract is recognized in
          the month sold. Therefore in the first year, revenue associated with
          the commission and 20% of the contract is recognized. Area Fee revenue
          was higher in the first quarter of 2001 due to the recording of the
          commission in the same quarter.

          PSS license & maintenance fees decreased $121,169 due to Pak Mail's
          exit from the software business. Pak Mail had been developing a point
          of sale software program called PSS over the past five years. The
          decrease in PSS license & maintenance fees is a result of Pak Mail's
          decision to discontinue developing the PSS point of sales software
          program. In May 2001 the Company determined that it had no more funds
          to commit to finishing the development of the software. Accordingly,
          an agreement was reached with ReSource Software, Inc. to use its off
          the shelf packing and shipping program.

          Costs and Expenses
          ------------------
          Costs and expenses decreased 6.53% or $223,451 from $3,423,495 to
          $3,200,045. Selling, general and administrative expenses decreased
          (down 13.93% from $1,537,439 to $1,323,330), cost of sales of
          equipment, supplies and services increased (up 15.84% from $438,993 to
          $508,549), commissions on franchise sales increased (up 42.56% from
          $210,301 to $299,795) royalties paid to area franchisees decreased
          (down 3.83% from $964,300 to $927,409) advertising decreased (down
          35.10% from $117,608 to $76,328), Amortization of software decreased
          (down 81.55% from $80,414 to $14,837) and Interest expense decreased
          (down 53.05% from $36,270 to $17,026).

          Selling general and administrative decreased $214,109 due to the
          reduction in personnel from 18 to 13, a reduction in the phone bill
          and a reduction in legal expenses.

          Cost of sales of equipment supplies and services increased $69,556 due
          to the increase in individual franchise sales.

          Commission on franchise sales increased $89,494 due to the increase in
          individual franchise sales.

          Royalties paid to area franchisees decreased $36,891 due the
          associated decrease in royalty revenue.

          Advertising decreased $41,280 as unproductive advertising was
          eliminated.

          Depreciation of software decreased $65,577 as the in house point of
          sale software PSS, is no longer being amortized.

          Interest expense decreased $19,244 due to improved cash flow from
          increased sales, cost reductions and the resulting reduction in
          interest paid particularly on trade accounts.

          Impairment of capitalized software costs increased $571,956 due to the
          inability to utilize the marketing and custom packaging modules from
          PSS in the ReSource point of sale software. The ReSource program did
          not have a marketing or custom packaging module. Those two pieces from
          PSS were to be incorporated into the ReSource Software point of sale
          program. The Company expected the ReSource Software point of sale
          program including the two pieces from PSS to be released in August or
          September of 2002 at which point Pak Mail would share in the revenue
          from the enhanced package. Pak Mail had been developing a point of
          sale software program called PSS over the past five years. In May 2001
          the Company determined that it had no more funds to commit to
          finishing the development of the software. An agreement was struck
          with ReSource Software, Inc. to use its off the shelf packing and
          shipping program. The amount impaired is the remaining balance of
          capitalized software costs on the financial statements.

                                       4

<PAGE>


          Post employment expenses increased $272,238 due to recognition of the
          remaining liability associated with John Kelly's severance package,
          the former CEO. Included in the liability are salary, benefits,
          payroll taxes, health club membership and car allowance. The contract
          terminates February 29th, 2004.

          Deferred income tax expense increased $132,734 due to the company's
          decision to write off the balance of the deferred income tax asset
          based upon the lack utilization of net operating losses.

                                       5

<PAGE>


                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          None

Item 2.   Changes in Securities.

          None

Item 3.   Defaults upon Senior Securities

          None

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

          None

Item 5.   Other Information.

          None

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

     (a) Exhibits

          3.1(a) Articles of Incorporation, incorporated by reference to Exhibit
          (3)(a) of the Company's Annual Report on Form 10-KSB for the fiscal
          year ended November 30, 1995.

          3.1(b) Articles of Amendment to the Articles of Incorporation filed
          with the Colorado Secretary of State on January 26,1998 incorporated
          by reference to Exhibit (3)(b) of the Company's Annual report on Form
          10KSB for the fiscal year ended November 30, 1997.

          3.1(c) Articles of Amendment to the Articles of Incorporation filed
          with the Colorado Secretary of State on July 13, 1998, incorporated by
          reference to Exhibit 3(a) of the Company's Quarterly Report on Form
          10-QSB for the quarter ended May 31, 1998.

          3.2 Bylaws incorporated by reference to Exhibit 3(b) of the Company's
          Quarterly Report on Form 10-QSB for the quarter ended May 31, 1998.

          99.1 Chief Executive Officer Certification per Sarbanes-Oxley Section
          906

          99.2 Accounting Supervisor Certification per Sarbanes-Oxley Section
          906

          99.3 Chief Executive officer Certification per Sarbanes-Oxley Section
          302*

          99.4 Accounting Supervisor Certification per Sarbanes-Oxley Section
          302*

     (b)  Reports on Form 8-K

          None.

-------------

*    Previously filed

                                       6

<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: January 8, 2003


                                            By:  /s/  P. Evan Lasky
                                               --------------------------------
                                                      P. Evan Lasky
                                                      Chief Executive Officer

                                       7


<PAGE>


                                 CERTIFICATIONS

I, P. Evan Lasky, certify that:

1. I have reviewed this quarterly report of Pak Mail Centers of America, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based upon my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:    January 8, 2003

                                                  By:  /s/  P. Evan Lasky
                                                  ------------------------------
                                                  P. Evan Lasky
                                                  Chief Executive Officer



<PAGE>


I, P. Evan Lasky, certify that:

1. I have reviewed this quarterly report of Pak Mail Centers of America, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based upon my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:       January 8, 2003

                                               By:  /s/  P. Evan Lasky
                                               --------------------------------
                                               P. Evan Lasky
                                               Accounting Supervisor