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, 2003
                                     -----------------


[ ]  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


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 February 28, 2003, 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>
<TABLE>
<CAPTION>

PART I  FINANCIAL INFORMATION

      Item 1.  Financial Statements.

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


                                                                                      February        November
                                                                                      28, 2003        30, 2002
                                                                                     (Unaudited)      Audited
                                                                                     -----------    -----------
                                                     Assets

Current assets
   <S>                                                                               <C>            <C>
   Cash and cash equivalents                                                         $   269,037    $   134,762
   Restricted cash                                                                        74,486         75,516
   Accounts receivable, net of allowance
         of $89,792 (2003) and $78,335 (2002)                                            554,063        555,399
   Inventories                                                                            44,144         40,816
  Notes receivable, current, net of allowance of $16,368 (2003) and $16,383 (2002)       142,939        168,494
   Prepaid expenses and other current assets                                              44,520          9,583
                                                                                     -----------    -----------
      Total current assets                                                             1,129,189        984,570
                                                                                     -----------    -----------

Noncurrent assets
   Property and equipment, at cost, net of accumulated depreciation                       45,810         50,761
   Notes receivable, net of current portion                                               10,248         10,248
   Deferred franchise costs                                                               54,503          4,000
   Deposits and other                                                                     76,747        119,278
                                                                                     -----------    -----------
      Total other assets                                                                 187,308        184,287
                                                                                     -----------    -----------

                                                                                     $ 1,316,497    $ 1,168,857
                                                                                     ===========    ===========

                                      Liabilities and Stockholders' Equity


Current liabilities
   Trade accounts payable                                                            $   127,493    $   107,518
   Accrued other                                                                         365,242        360,011
   Deferred Rent                                                                          54,391         56,903
   Preferred stock dividends payable                                                     133,000        133,000
   Current portion of capital lease obligation                                             6,629          9,798
   Due to advertising fund                                                                74,486         75,516
   Current portion of notes payable                                                       90,000           --
   Current portion of post employment benefits                                           181,967        181,967
   Deferred franchise revenues                                                            97,200         97,200
                                                                                     -----------    -----------
      Total current liabilities                                                        1,130,408      1,021,913
                                                                                     -----------    -----------
Noncurrent liabilities
  Deferred franchise revenues                                                            232,110        308,039
  Note payable  area developer                                                            75,000           --
  Note payable  stockholders                                                             350,000        400,000
  Post employment benefits                                                                   852         44,902
                                                                                     -----------    -----------
        Total noncurrent liabilities                                                     657,962        752,941
                                                                                     -----------    -----------
        Total Liabilities                                                              1,788,370      1,774,854
                                                                                     -----------    -----------
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 $2,482,668)                                              2,216,668      2,216,668
   Common stock, $.001 par value; 200,000,000 shares authorized;
      3,877,737 shares issued and outstanding                                              3,877          3,877
   Additional paid-in capital                                                          5,113,992      5,113,992
   Accumulated deficit                                                                (7,806,410)    (7,940,534)
                                                                                     -----------    -----------
      Total stockholders' equity                                                        (471,873)      (605,997)
                                                                                     -----------    -----------
                                                                                     $ 1,316,497    $ 1,168,857
                                                                                     ===========    ===========

                                 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
                                                                ------------------------
                                                                        February
                                                                   2003          2002
                                                                ------------------------
                                                                (Unaudited)   (Unaudited)
                                                                ----------    ----------
Revenues
    <S>                                                         <C>           <C>
    Royalties from franchisees                                  $  853,203    $  818,661
    Franchise fees                                                 228,402       173,606
    Sales of products and services                                 153,832        90,701
    Other operating revenue                                         32,348        23,339
                                                                ----------    ----------
           Total Revenues                                        1,267,785     1,106,307
                                                                ----------    ----------

Operating expenses
    Selling, general, and administrative                           477,434       438,074
    Cost of products and services                                  135,690       111,562
    Royalties paid to area franchisees                             357,784       363,059
    Commissions on franchise sales                                  93,138        80,260
    Advertising                                                     59,071        51,022
    Depreciation and amortization                                    9,899        14,818
                                                                ----------    ----------
           Total  operating expenses                             1,133,016     1,058,795
                                                                ----------    ----------

Income from operations                                             134,769 *      47,512

Other Income (Expense)
    Interest income and other                                        3,544         4,689
    Interest expense                                                (4,189)       (6,319)
                                                                ----------    ----------
          Total Other Income (Expense)                                (645)       (1,630)

Net income                                                         134,124        45,882
                                                                ==========    ==========

Preferred stock dividend                                              --          33,250


Net Income available to common stockholders                     $  134,124    $   12,632
                                                                ==========    ==========

Net income per share  basic and diluted                         $    0.035    $    0.003
                                                                ==========    ==========

Weighted average common shares outstanding  basic and diluted    3,877,737     3,877,737
                                                                ==========    ==========


* No provision for current income tax expense is included as the
Company has approximately $4,228,095 in net operating
loss carryforwards to offset future taxable income.


                       See notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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


                                                                                   THREE MONTHS ENDED
                                                                                February 28, February 28,
                                                                                     2003        2002
                                                                                  ---------    ---------
                                                                                 (Unaudited)  (Unaudited)


Cash flows from operating activities
             <S>                                                                  <C>          <C>
             Net Loss                                                             $ 134,124    $  12,632

Adjustments to reconcile net loss to net cash
provided by operating activities:
        Depreciation and amortization                                                 9,899       14,818
        Deferred franchise costs                                                    (50,503)        --
        Change in provision for loss on accounts receivable                          11,457          878
        Change in provision for loss on notes receivable                                (15)       1,934
        Post employment expenses                                                    (44,050)        --
        Changes in assets and liabilities
              Accounts receivable                                                   (10,121)       7,615
              Inventories                                                            (3,328)     (13,289)
              Prepaid expenses                                                      (34,937)      (3,431)
              Trade accounts payable                                                 19,975       26,294
              Accrued expenses and deferred rent                                      2,719      (13,382)
              Due to Ad Fund                                                         (1,030)      57,512
              Deferred revenue                                                       89,071      (54,217)
                                                                                  ---------    ---------
                    Net cash (used in)/provided by operating activities             123,261       37,364
                                                                                  ---------    ---------

Cash flows from investing activities
        Capital expenditures                                                         (2,368)        --
        Collections on notes receivable                                              25,570       24,934
        Deposits & other                                                             39,951       (4,501)
                                                                                  ---------    ---------
                    Net cash provided by/(used in) investing activities              63,153       20,433
                                                                                  ---------    ---------

Cash flows from financing activities
        Payments on notes payable and capital lease obligations                     (53,169)      (2,826)
        Preferred stock dividends accrued                                              --         33,250
        Restricted Cash                                                               1,030      (57,512)
                                                                                  ---------    ---------
                    Net cash provided by/(used in) financing activities             (52,139)     (27,088)
                                                                                  ---------    ---------

                                                                                  ---------    ---------
Net increase in cash and cash equivalents                                           134,275       30,709


Cash and cash equivalents, beginning of year                                        134,762       17,201

                                                                                  ---------    ---------
Cash and cash equivalents, end of period                                          $ 269,037    $  47,910
                                                                                  =========    =========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                                       $   4,189    $   6,319


Supplemental disclosure of noncash activity:
  During the three months ended February 28, 2003 (Unaudited) the company
    purchased the area agreement covering
  Arizona, Colorado, Montana, Nevada, Utah and Wyoming for $165,000 that was
    included in deferred revenue and subsequently moved to notes payable.


                              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, 2002 through February 28, 2003,
               the Company awarded 14 individual franchises. As of February 28,
               2003, the Company had 343 domestic and 47 international
               individual franchise agreements in existence and 23 domestic and
               8 international 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 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.

               On April 11, 2003, Pak Mail filed a proxy statement with the
               Securities and Exchange Commission ("SEC") The proxy statement
               describes a proposal involving the merger of Pak Mail Acquisition
               Corp., a newly formed corporation wholly-owned by two significant
               shareholders of Pak Mail common shares, D.P. Kelly & Associates,
               L.P. and Pak Mail Investment Partnership L.P., with and into Pak
               Mail.

               Under the terms of the merger agreement, shareholders of Pak Mail
               Acquisition Corp. would acquire Pak Mail by merging Pak Mail
               Acquisition Corp. into Pak Mail. As a result of the merger, the
               owners of common shares of Pak Mail would receive $0.0516 per
               share of common stock, in cash without interest for a total
               transaction value of approximately $50,602. The shareholders of
               Pak Mail Acquisition Corp. would then become the owners of all of
               the outstanding common shares in the surviving corporation. The
               Company has received approval from the SEC and has mailed the
               proxy statement to the shareholders.

               The results of operations for the three months ended February 28,
               2003 are not necessarily indicative of the results to be expected
               for the full year.

<PAGE>


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

               Company operations provided cash of $123,261 during the three
               months ended February 28, 2003.

               The cash generated was used to pay down notes payable by $65,000
               and the remainder retained to pay for convention expenses in
               April of 2003. Amortized deferred revenue decreased $174,300 and
               notes payable increased $165,000 as a result of re-purchasing the
               area agreement covering Arizona, Colorado, Montana, Nevada, Utah
               and Wyoming.

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

               Three months ended February 28, 2003, compared to three months
               --------------------------------------------------------------
               ended February 29, 2002
               -----------------------

               Revenues
               --------

               Total revenues increased $161,478 (14.60%) from $1,106,307 to
               $1,267,785. The increase is a result of an increase in royalties
               from franchisees (up 4.22% from $818,661 to $853,203), an
               increase in franchise fee recognition (up 31.56% from $173,606 to
               $228,402), an increase in sales of products and services (up
               69.60% from $90,701 to $153,832), and an increase in other
               operating revenue (up 38.60% from $23,339 to $32,348).

               The $34,542 increase in royalties is due to an increase in the
               average store's volume and an increase in the number of stores
               operating.

               The $54,796 increase in franchise fees is due to an increase in
               sales of 14 licenses in the first quarter of 2003 versus 12
               licenses in the first quarter of 2002.

               The $63,131 increase in sales of products and services is due to
               an increase in store licenses sales in the last quarter of fiscal
               2002 and the first quarter of fiscal 2003. As more licenses are
               sold, sales of ancillary items increases.

               The $9,009 increase in other operating revenue is due to the
               increase in the number of store transfers, 11 in the first
               quarter of 2003 versus 7 in the first quarter of 2002.

               Expenses
               --------

               Operating expenses increased $74,221 (7.01%) from $1,058,795 to
               $1,133,016. The increase is attributable to an increase in
               selling, general and administrative (up 8.98% from $438,074 to
               $477,434), an increase in cost of sales of products and services
               (up 21.63% from $111,562 to $135,690) an increase in commissions
               on franchise sales (up 16.05% from $80,260 to $93,138), and an
               increase in advertising (up 15.78% from 51,022 to 59,071).

               The $39,360 increase in selling, general and administrative is
               due to an increase in database management and website
               expenditures up $8,127, an increase in legal fees and associated
               filing fees by $23,056, a result of completing the UFOC filing
               sooner than last year and an increase in tradeshow expenditures
               up $5,038.

<PAGE>


               The $24,128 increase in cost of sales of products and services is
               due to an increase in store licenses sales in the last quarter of
               fiscal 2002 and the first quarter of fiscal 2003. As more
               licenses are sold, sales of ancillary items increases.

               The $12,878 increase in the commissions on franchise sales is due
               to an increase in sales of 14 licenses in the first quarter of
               2003 versus 12 licenses in the first quarter of 2002.

               The $8,049 increase in advertising is a timing difference and is
               due to earlier placement in performing media versus last year. In
               the first quarter of 2002 initial advertisements were placed in
               new media and results were measured before additional
               advertisements were placed.


ITEM 3.   CONTROLS & PROCEDURES

An evaluation was performed under the supervision and with the participation of
the Company's management, including the Chief Executive Officer ("CEO") and
Accounting Supervisor/CFO of the effectiveness of the design and operation of
the Company's disclosure controls and procedures within 90 days before the
filing date of this quarterly report. Based on that evaluation, the Company's
management, including the CEO and Accounting Supervisor/CFO, concluded that the
Company's disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subject to their evaluation.


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.

<PAGE>


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

     (a) Exhibits


     (2)(a)    Agreement and Plan of Merger dated as of October 17, 2002 by and
               between Pak Mail Centers of America, Inc. and Pak Mail
               Acquisition Corp incorporated by reference to Exhibit (2)(a) of
               the Company's Annual report on Form 10-KSB for the fiscal year
               ended November 30, 2002.

     (2)(b)    First Amendment to Agreement and Plan of Merger dated as of
               October 28, 2002 by and between Pak Mail Centers of America, Inc
               and Pak Mail Acquisition incorporated by reference to Exhibit
               (2)(b) of the Company's Annual report on Form 10-KSB for the
               fiscal year ended November 30, 2002.

     (3)(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)(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 10-KSB for the fiscal year ended November 30, 1997.

     (3)(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)(d)    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.

     (10)(a)   Individual Franchise Agreement incorporated by reference to
               Exhibit (10)(a) of the Company's Annual report on Form 10-KSB for
               the fiscal year ended November 30, 2002.

     (10)(b)   Area Marketing Agreement incorporated by reference to Exhibit
               (10)(b) of the Company's Annual report on Form 10-KSB for the
               fiscal year ended November 30, 2002.

     (10)(c)   Pak Mail Centers of America, Inc. Management Incentive Plan for
               Fiscal Year 1998 incorporated by reference to Exhibit (10)(f) of
               the Company's Annual report on Form 10-KSB for the fiscal year
               ended November 30, 1998.

     (10)(d)   Pak Mail Centers of America, Inc. Management Incentive Plan for
               Fiscal Year 1999 incorporated by reference to Exhibit (10)(g) of
               the Company's Annual report on Form 10-KSB for the fiscal year
               ended November 30, 1998.

     (10)(e)   Pak Mail Centers of America, Inc. 1999 Incentive and
               Non-statutory Employee Stock Option Plan incorporated by
               reference to Exhibit (10)(h) of the Company's Annual report on
               Form 10-KSB for the fiscal year ended November 30, 1998.

     (10)(f)   Contract with Immedient, a software development company to
               re-write the PSS software. (Scope Document) incorporated by
               reference to exhibit 10(f) of the Company's Annual report on Form
               10-KSB for the fiscal year ending November 30, 2001.

<PAGE>


     (10)(g)   Promissory Note, D.P. Kelly & Associates, L.P. incorporated by
               reference to exhibit 10(f) of the Company's Annual report on Form
               10-KSB for the fiscal year ending November 30, 2000.

     (10)(h)   Office Lease with Bedford Property Investors for office located
               at 7173 South Havana Street, Denver, CO 80112, approximately
               12,540 square feet. (to be filed by amendment) incorporated by
               reference to the Company's Annual report on Form 10 KSB for the
               fiscal year ending November 30, 2001. (10)(i) Resource, Inc.
               software licensing contract incorporated by reference to the
               Company's Annual report on Form 10 KSB for the fiscal year ending
               November 30, 2001.

     (10)(j)   Employment contract for John E. Kelly, chairman of the board
               incorporated by reference to exhibit 10(j) of the Company's
               Quarterly report on Form 10 QSB for the fiscal quarter ending
               February 28, 2002.

     (21)*     Subsidiaries of the Registrant.

     (99.1)*   Chief Executive Officer Certification per Sarbanes-Oxley Section
               906

     (99.2)*   Accounting Supervisor Certification per Sarbanes-Oxley Section
               906




     * Filed herewith.

     (b) 8-K Reports.
         ------------

          The Company filed a report on Form 8-K disclosing the proposed merger
          with Pak Mail Acquisition Corp. The date of the report was October
          17th, 2002 and it was filed on October 21st, 2002 with the SEC.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.,
                                            a Colorado corporation


                                            By:  /s/  P. Evan Lasky
                                               --------------------------------
                                                      P. Evan Lasky, President,
                                                      Chief Executive Officer,
                                                      Treasurer and Secretary
                                                      Chief Financial Officer

     Dated: April 14, 2003

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Name and Title               Signature                            Date

J.S. Corcoran                /s/  J.S. Corcoran                   April 14, 2003
Director                     -------------------------



John W. Grant                /s/  John W. Grant                   April 14, 2003
Director                     -------------------------



F. Edward Gustafson          /s/  F. Edward Gustafson             April 14, 2003
Director                     -------------------------



P. Evan Lasky                /s/  P. Evan Lasky                   April 14, 2003
Director                     -------------------------



Laura K. McGrath             /s/  Laura K. McGrath                April 14, 2003
Director                     -------------------------

<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:    April 14, 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:       April 14, 2003

                                            By:  /s/  P. Evan Lasky
                                            --------------------------------
                                                      P. Evan Lasky
                                                      Accounting Supervisor and
                                                      Chief Financial Officer

<PAGE>


                                  EXHIBIT INDEX


     (2)(a)    Agreement and Plan of Merger dated as of October 17, 2002 by and
               between Pak Mail Centers of America, Inc. and Pak Mail
               Acquisition Corp incorporated by reference to Exhibit (2)(a) of
               the Company's Annual report on Form 10-KSB for the fiscal year
               ended November 30, 2002.

     (2)(b)    First Amendment to Agreement and Plan of Merger dated as of
               October 28, 2002 by and between Pak Mail Centers of America, Inc
               and Pak Mail Acquisition incorporated by reference to Exhibit
               (2)(b) of the Company's Annual report on Form 10-KSB for the
               fiscal year ended November 30, 2002.

     (3)(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)(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 10-KSB for the fiscal year ended November 30, 1997.

     (3)(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)(d)    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.

     (10)(a)   Individual Franchise Agreement incorporated by reference to
               Exhibit (10)(a) of the Company's Annual report on Form 10-KSB for
               the fiscal year ended November 30, 2002.

     (10)(b)   Area Marketing Agreement incorporated by reference to Exhibit
               (10)(b) of the Company's Annual report on Form 10-KSB for the
               fiscal year ended November 30, 2002.

     (10)(c)   Pak Mail Centers of America, Inc. Management Incentive Plan for
               Fiscal Year 1998 incorporated by reference to Exhibit (10)(f) of
               the Company's Annual report on Form 10-KSB for the fiscal year
               ended November 30, 1998.

     (10)(d)   Pak Mail Centers of America, Inc. Management Incentive Plan for
               Fiscal Year 1999 incorporated by reference to Exhibit (10)(g) of
               the Company's Annual report on Form 10-KSB for the fiscal year
               ended November 30, 1998.

     (10)(e)   Pak Mail Centers of America, Inc. 1999 Incentive and
               Non-statutory Employee Stock Option Plan incorporated by
               reference to Exhibit (10)(h) of the Company's Annual report on
               Form 10-KSB for the fiscal year ended November 30, 1998.

<PAGE>


     (10)(f)   Contract with Immedient, a software development company to
               re-write the PSS software. (Scope Document) incorporated by
               reference to exhibit 10(f) of the Company's Annual report on Form
               10-KSB for the fiscal year ending November 30, 2001.

     (10)(g)   Promissory Note, D.P. Kelly & Associates, L.P. incorporated by
               reference to exhibit 10(f) of the Company's Annual report on Form
               10-KSB for the fiscal year ending November 30, 2000.

     (10)(h)   Office Lease with Bedford Property Investors for office located
               at 7173 South Havana Street, Denver, CO 80112, approximately
               12,540 square feet. (to be filed by amendment) incorporated by
               reference to the Company's Annual report on Form 10 KSB for the
               fiscal year ending November 30, 2001. (10)(i) Resource, Inc.
               software licensing contract incorporated by reference to the
               Company's Annual report on Form 10 KSB for the fiscal year ending
               November 30, 2001.

     (10)(j)   Employment contract for John E. Kelly, chairman of the board
               incorporated by reference to exhibit 10(j) of the Company's
               Quarterly report on Form 10 QSB for the fiscal quarter ending
               February 28, 2002.

     (21)*     Subsidiaries of the Registrant.

     (99.1)*   Chief Executive Officer Certification per Sarbanes-Oxley Section
               906

     (99.2)*   Accounting Supervisor Certification per Sarbanes-Oxley Section
               906




     * Filed herewith.