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 29, 2000

[ ]  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 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 April 18, 2000,  there were  outstanding  3,873,738 shares of the issuer's
Common Stock, par value $.001 per share.

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


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
<CAPTION>
                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

                                                                    FEBRUARY         NOVEMBER
                                                                     29, 2000        30, 1999
                                                                   ----------        ---------
                                                                   (Unaudited)
                                     Assets
<S>                                                                <C>            <C>
Current assets
   Cash and cash equivalents ...................................   $     4,232    $    44,536
   Restricted cash .............................................        17,058          1,880
   Accounts receivable, net of allowance
         of $64,827 (2000) and  $135,716 (1999) ................       717,207        567,945
   Inventories .................................................       108,652        101,357
   Prepaid expenses and other current assets ...................       255,143         29,274
   Deferred income tax benefit - current .......................       347,500        347,500
                                                                   -----------    -----------
      Total current assets .....................................     1,449,792      1,092,492
                                                                   -----------    -----------
Property and equipment, at cost, net of accumulated depreciation       159,286        179,768
                                                                   -----------    -----------
Other assets:
   Notes receivable, net: ......................................       566,620        587,368
   Deposits and other ..........................................        66,060        145,902
   Deferred franchise costs, net of accumulated amortization of
        $123,803 (2000) and $73,062 (1999) .....................       166,019         95,191
   Capitalized software costs, net .............................       655,853        850,854
                                                                   -----------    -----------
      Total other assets .......................................     1,454,552      1,679,315
                                                                   -----------    -----------
                                                                   $ 3,063,630    $ 2,951,575
                                                                   ===========    ===========
                      Liabilities and Stockholders' Equity

Current liabilities
   Trade accounts payable ......................................   $   618,015    $   315,375
   Accrued bonuses & commissions ...............................       212,316        157,168
   Other accrued expenses ......................................        68,546        147,073
   Deferred rent ...............................................        37,308         55,960
   Due to advertising fund .....................................       122,266          1,880
   Preferred dividends payable .................................       133,000        133,000
   Notes payable ...............................................       100,000        120,000
                                                                   -----------    -----------
      Total current liabilities ................................     1,291,451        930,456
                                                                   -----------    -----------
Deferred revenue ...............................................       768,639        663,189

Stockholders' equity:
   Series C redeemable preferred stock $1,000 par value; 6% cum.;
      2,500 shares authorized; 2,216.668 shares issued and outstanding
      (liquidation preference $2,216,668) ......................     2,216,668      2,216,668
   Common stock, $.001 par value; 200,000,000 shares authorized;
      3,873,738 shares issued and outstanding ..................         3,873          3,873
   Additional paid-in capital ..................................     5,113,995      5,113,995
   Accumulated deficit .........................................    (6,330,996)    (5,976,607)
                                                                   -----------    -----------
      Total stockholders' equity ...............................     1,003,540      1,357,930
                                                                   -----------    -----------
                                                                   $ 3,063,630    $ 2,951,575
                                                                   ===========    ===========
</TABLE>

                 See notes to consolidated financial statements.


                                       2
<PAGE>

<TABLE>
<CAPTION>
                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                      Consolidated Statement of Operations

                                                                                     THREE MONTHS ENDED
                                                                                         (Unaudited)
                                                                          -------------------------------------
                                                                          FEBRUARY 29,              FEBRUARY 28,
                                                                             2000                       1999
                                                                          -----------               -----------
<S>                                                                       <C>                   <C>
Revenue
     Royalties from franchisees .......................................   $   819,636           $   741,900
     Sales of equipment, supplies and services ........................       236,220               150,514
     Individual franchise fees ........................................        53,900                70,850
     Area franchise fees, net .........................................       123,820               131,000
     PSS license & maintenance fees ...................................        61,350                  --
     Interest income ..................................................            34                  --
     Other ............................................................        29,813                14,125
                                                                          -----------           -----------
                                                                            1,324,773             1,108,389
                                                                          -----------           -----------
Costs and expenses
     Selling, general and administrative ..............................       632,416               484,608
     Cost of sales of equipment, supplies and services ................       296,134               135,463
     Commissions on franchise sales ...................................        32,340                38,950
     Royalties paid to area franchises ................................       426,838               279,225
     Advertising ......................................................        66,032                40,016
     Loss on investment in assets held for resale .....................          --                    --
     Depreciation and amortization ....................................       223,209                25,588
     Interest .........................................................         2,193                  --
                                                                          -----------           -----------
                                                                            1,679,162             1,003,850
                                                                          -----------           -----------
Net income (loss) .....................................................   $  (354,389)          $   104,539
                                                                          ===========           ===========
Basic income (loss) per common share ..................................   $     (0.09)          $      0.03
                                                                          ===========           ===========

Weighted average number of common shares outstanding ..................     3,873,738             2,989,483
                                                                          -----------           -----------
</TABLE>



                 See notes to consolidated financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>
                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                      Consolidated Statement of Cash Flows

                                                                                                       THREE MONTHS ENDED
                                                                                                           (Unaudited)
                                                                                                  ----------------------------
                                                                                                  FEBRUARY 29,     FEBRUARY 28,
                                                                                                     2000              1999
                                                                                                  -----------      -----------

<S>                                                                                              <C>              <C>
Cash flows from operating activities
     Net income (loss) ........................................................................  $(354,389)       $ 104,539
     Adjustments to reconcile net income (loss) to net cash from operating activities:
         Depreciation and amortization ........................................................    223,209           25,588
         Deferred revenue, net ................................................................    105,450          (63,851)
         Change in operating assets and liabilities -
              Accounts receivable .............................................................   (149,262)         (68,704)
              Inventories .....................................................................     (7,295)          (5,454)
              Prepaids and deferred franchise costs ...........................................   (296,697)         (26,725)
              Notes receivable ................................................................     20,748           52,584
              Deposits and other ..............................................................     79,842          (15,610)
              Trade accounts payable ..........................................................    302,640           46,769
              Accrued expenses ................................................................    (42,032)        (128,967)
              Due to Ad Fund ..................................................................    120,386          (11,946)
                                                                                                 ---------        ---------
                  Net cash provided by operating activities ...................................      2,600          (79,029)

Cash flows from investing activities
     Capital expenditures .....................................................................     (5,847)         (50,774)
     Capitalized software costs ...............................................................       --            (65,709)
     Purchase/additions of assets held for sale ...............................................       --               --
                                                                                                 ---------        ---------
                  Net cash used by investing activities .......................................     (5,847)        (116,483)

Cash flows from financing activities
     Payment of short-term debt ...............................................................    (20,000)            --
                                                                                                 ---------        ---------
                  Net cash used by financing activities .......................................    (20,000)            --
                                                                                                 ---------        ---------
Net decrease in cash and cash equivalents .....................................................    (23,247)        (195,512)

Cash and cash equivalents, beginning of period ................................................     44,537          234,844
                                                                                                 ---------        ---------
Cash and cash equivalents, end of period ......................................................  $  21,290        $  39,332
                                                                                                 =========        =========
Supplemental disclosure of cash flow information -
     Cash paid during the period for interest .................................................  $   2,193        $    --
                                                                                                 =========        =========
</TABLE>

                 See notes to consolidated financial statements.


                                       4
<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,  1999  through  March 31,  2000,  the  Company  awarded 8
          individual  franchises.  As of March 31,  2000,  the  Company  had 372
          domestic  and  international   individual   franchise   agreements  in
          existence and 35 area franchises in existence.

          The consolidated financial statements include the accounts of Pak Mail
          Centers of America,  Inc.  and its wholly owned  subsidiary,  Pak Mail
          Crating and Freight  Service,  Inc.  (together,  the  "Company").  All
          significant   intercompany   transactions   and  balances   have  been
          eliminated in consolidation.


Note 2    BASIS OF PRESENTATION

          The accompanying  consolidated financial statements have been prepared
          by the Company.  Certain information and footnote disclosures normally
          included in financial statements prepared in accordance with generally
          accepted accounting  principles have been condensed or omitted. In the
          opinion of the Company's management,  the interim financial statements
          include  all  adjustments  necessary  in  order  to make  the  interim
          financial statements not misleading.

          The results of operations for the three months ended February 29, 2000
          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  $23,247  ($2,600  produced  by  operating
          activities  offset by $5,847 used by investing  activities and $20,000
          used by financing  activities)  during the three months ended February
          29, 2000.

          Deferred  revenue  increased  $105,450  to  $768,639  as a  result  of
          deferring the  recognition  of revenue and  deferring  the  commission
          expense  on the eight new  individual  franchises  awarded  during the
          three months ending February 29, 2000. Two new  franchisees  completed
          training  during the period and revenue of $53,900 was  recognized  on
          these  sales.  The  Company  anticipates  that  all of  the  currently
          deferred individual  franchise fees and commissions will be recognized
          in fiscal 2000.

                                       5

<PAGE>

          RESULTS OF OPERATIONS

          Three months ended  February 29, 2000,  compared to three months ended
          February 28, 1999

          Total  revenues  increased  $216,384  (19.5%) from  $1,108,389 for the
          three months ended  February 28,  1999,  to  $1,324,773  for the three
          months ended February 29, 2000. The increase is primarily attributable
          to increases in royalties from  franchisees (up 10.5% from $741,900 to
          $819,636),  sales of  equipment,  supplies and services (up 56.9% from
          $150,514 to $236,220) and PSS licensing and maintenance  fees (up from
          $0 to $61,350).


          The $77,736  increase in royalties for the three months ended February
          29, 2000 as compared to the three months ended  February 28, 1999,  is
          due to  increases  in the average  store  volumes and number of stores
          open.

          The $85,706  increase in sales of equipment,  supplies and services is
          due  to  the  increased  number  of  new  franchisees  that  purchased
          equipment  and the Company's  decision to assemble and sell  computers
          during the three months ended February 29, 2000 which were not offered
          or sold during the same prior year period.  All  existing  franchisees
          were required to update to the new  computerized  machines by February
          2000.  The new  machines  are  required  to run  the new PSS  software
          developed by the Company,  which  resulted in $61,350 in PSS licensing
          and  maintenance fee revenues that did not exist during the same prior
          year period.

          Total  expenses  increased  $675,312  (67.3%) from  $1,003,850 for the
          three months ended  February 28,  1999,  to  $1,679,162  for the three
          months ended February 29, 2000. The increase is primarily attributable
          to increases  in selling,  general and  administrative  (up 30.5% from
          $484,608  to  632,416),  royalties  paid to area  franchisees  and the
          annual  franchisee  rebate  which has been paid in the last quarter in
          years past (up 52.9% from  $279,225 to $426,838)  and cost of sales of
          equipment,   supplies  and  services  (up  118.6%  from   $135,463  to
          $296,134).

          The $147,808 increase in selling,  general and  administrative for the
          three  months  ended  February  29, 2000 as compared to the same prior
          year period  relates  primarily to  increases in rent and  advertising
          expenses.  The $147,613 increase in royalties paid to area franchisees
          over the same prior year period  relates to the increase in percentage
          of stores that operate  within area marketer  regions,  an increase in
          the  average  store  volumes  and a  $66,033  payment  of  the  annual
          franchisee  rebate  which the  Company  previously  paid in the fourth
          quarter of each fiscal year.

          The  $160,671  increase in cost of sales of  equipment,  supplies  and
          services  is  primarily  due  to new  machines  required  to  run  PSS
          software.

          The $197,621  increase in amortization  and depreciation for the three
          months  ended  February  29,  2000 as  compared to the same prior year
          period is due to the amortization of the PSS  software program.


                                       6
<PAGE>



PART II.  OTHER INFORMATION

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

          (a)  Exhibits

                  (10)(a)    Individual Franchise Agreement.

                  (10)(b)    Area Marketing Agreement.

          (b)  Reports on Form 8-K.

          None.
























                                       7
<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                        PAK MAIL CENTERS OF AMERICA, INC.
                                                  (Registrant)
Date: April 19, 1999


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


                                        By:  /s/ James Q. Race
                                             -----------------------------------
                                             James Q. Race
                                             Controller, Secretary and Treasurer















                                       8