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  February 28, 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


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, 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]


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<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION
      Item 1.  Financial Statements.

                                    PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                                             Consolidated Balance Sheets
                                                                                              February            November
                                                                                              28, 2002            30, 2001
                                                                                              UnAudited           Audited
                                                                                              ---------        -----------
<S>                                                                                         <C>                 <C>
Current assets
   Cash and cash equivalents                                                                 $    47,910        $    17,201
   Restricted cash                                                                               195,918            138,406
   Accounts receivable, net of allowance
         of $70,555 (2002) and $69,677 (2001)                                                    535,699            544,192
   Inventories                                                                                    43,514             30,225
  Notes receivable, current, net of allowance of $33,049 (2002) and $31,115 (2001)               115,523
   Prepaid expenses and other current assets                                                      59,019             55,588
   Deferred income tax benefit - current                                                         132,734            132,734
                                                                                             -----------        -----------
      Total current assets                                                                     1,014,794          1,033,869
                                                                                             -----------        -----------

Property and equipment, at cost, net of accumulated depreciation                                  73,481             85,413
                                                                                             -----------        -----------
Other assets:
   Notes receivable, net                                                                         273,102            184,447
   Deposits and other                                                                            114,483            112,868
   Deferred franchise costs, net of accumulated amortization of
       $135,603 (2002) and $135,603 (2001)                                                        16,770             16,770
   Capitalized software costs, net of amortization
        $130,373 (2002) and $130,373 (2001)                                                      571,956            571,956
                                                                                             -----------        -----------
      Total other assets                                                                         976,311            886,041
                                                                                             -----------        -----------
                                                                                             $ 2,064,586        $ 2,005,323
                                                                                             ===========        ===========
Liabilities and Stockholders' Equity
Current liabilities
   Trade accounts payable                                                                    $   229,336        $   203,042
   Other accrued expenses                                                                        336,931            348,617
   Deferred Rent                                                                                  63,080             64,776
   Due to advertising fund                                                                       195,918            138,406
   Preferred dividends payable                                                                   166,250            133,000
   Current portion of capital lease obligation                                                    10,520             10,520
                                                                                             -----------        -----------

      Total current liabilities                                                                1,002,035            898,361
                                                                                             -----------        -----------
Long-term liabilities
  Deferred revenue                                                                               571,988            626,205
  Note payable related party                                                                     400,000            400,000
  Capital lease obligation                                                                         8,262             11,088
                                                                                             -----------        -----------

        Total long-term liabilities                                                              980,250          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 02/28/02 and
      3,877,737 shares issued and outstanding as of 11/30/01                                       3,877              3,877
   Additional paid-in capital                                                                  5,113,992          5,113,992
   Accumulated deficit                                                                        (7,252,236)        (7,264,868)
                                                                                             -----------        -----------
      Total stockholders' equity                                                                  82,301             69,669
                                                                                             -----------        -----------
                                                                                             $ 2,064,586        $ 2,005,323
                                                                                             ===========        ===========

                                       See notes to consolidated financial statements.



<PAGE>


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

                                                                            THREE MONTHS ENDED
                                                                   -----------------------------------
                                                                               February 28,
                                                                       2002                    2001
                                                                   -----------------------------------
                                                                   (Unaudited)            (Unaudited)
                                                                    ----------             ---------


Revenue
    Royalties from franchisees                                      $  818,661              $  857,201
    Franchise fees                                                     173,606                 260,115
    Sales of products and services                                      90,701                  75,870
    PSS licensing & maintenance fees                                      --                    50,500
    Other                                                               23,339                  33,615
                                                                    ----------              ----------
           Total Revenue                                             1,106,307               1,277,301
                                                                    ----------              ----------

Operating Expenses
    Selling, general, and administrative                               438,074                 522,938
    Cost of sales of products and services                             111,562                  89,658
    Royalties paid to area franchises                                  363,059                 388,191
    Commissions on franchise sales                                      80,260                  96,625
    Advertising                                                         51,022                  45,161
    Depreciation                                                        14,818                  55,446
           Total operating Expenses                                  1,058,795               1,198,019
                                                                    ----------              ----------

Operating income                                                        47,512                  79,282

Other Income & Expenses
    Interest income                                                      4,689                   4,097
    Interest expense                                                     6,319                  15,446
                                                                    ----------              ----------
                                                                        (1,630)                (11,349)

Net income before preferred dividend                                    45,882                  67,933

Preferred stock dividend                                                33,250                  33,250

Net income available to Stockholders                                    12,632                  34,683
                                                                    ==========              ==========


Basic and diluted net Income per share of common share                   0.003                   0.009
                                                                    ==========              ==========

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





                           See notes to consolidated financial statements.

<PAGE>


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


                                                                                   THREE MONTHS ENDED
                                                                                     February 28th
                                                                                      (Unaudited)
                                                                                 2002               2001
                                                                              ---------           ---------

             Net Income/(loss)                                                $  12,632           $  34,683
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
        Depreciation and amortization                                            14,818              55,446
        Change in provision for loss on accounts receivable                         878
        Change in provision for loss on notes receivable                          1,934
        Deferrred franchise costs                                                  --                13,565
        Changes in assets and liabilities
              Accounts receivable                                                 7,615             104,792
              Inventories                                                       (13,289)            (21,198)
              Prepaids expenses                                                  (3,431)            (10,600)
              Trade accounts payable                                             26,294             (28,846)
              Accrued expenses and deferred rent                                (13,382)             22,070
              Due to Ad Fund                                                     57,512             (10,282)
              Deferred revenue                                                  (54,217)            218,295
                                                                              ---------           ---------
                    Net cash provided by operating activities                    37,364             377,925
                                                                              ---------           ---------


Cash flows from investing activities
        Capital expenditures                                                       --                (1,407)
        Capitalized software costs                                                 --               (70,663)
        Collections on notes receivable                                          24,934              25,505
        Deposits & other                                                         (4,501)             17,530
                                                                              ---------           ---------
                    Net cash provided by (used in) investing activities          20,433             (29,035)
                                                                              ---------           ---------


Cash flows from financing activities
        Payments on notes payable and capital lease obligations                  (2,826)             (2,630)
        Preferred stock dividends accrued                                        33,250              33,250
        Restricted Cash                                                         (57,512)             10,282
                                                                              ---------           ---------
                    Net cash (used in) provided by financing activities         (27,088)             40,902
                                                                              ---------           ---------


Net increase in cash and cash equivalents                                        30,709             389,792

Cash and cash equivalents, beginning of year                                     17,201                --
                                                                              ---------           ---------

Cash and cash equivalents, end of period                                      $  47,910           $ 389,792
                                                                              =========           =========

Supplemental disclosure of cash flow information -
   Cash paid during the period for interest                                   $   6,319           $  15,446


                                    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, 2001 through February 28, 2002, the Company awarded 6
          individual franchises and refunded 3 individual franchises sold last
          fiscal year. As of February 28, 2002, the Company had 337 domestic and
          47 international individual franchise agreements in existence and 36
          area franchises in existence.

          The consolidated financial statements include the accounts of Pak Mail
          Centers of America, Inc. and its wholly owned subsidiary, Pak Mail
          Crating and Freight Service, Inc. (together, the "Company"). All
          significant 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 three months ended February 28, 2002
          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 $30,709 ($37,364 produced by
          operating activities, $20,433 produced by investing activities and
          $27,088 used by financing activities) during the three months ended
          February 28, 2002.

          The positive cash flow was the result of seasonally high royalties in
          December and collections on notes receivable.


          RESULTS OF OPERATIONTS
          ----------------------

          Three months ended February 28, 2002, compared to three months ended
          February 28, 2001
          --------------------------------------------------------------------

          Revenues
          --------

          Total revenues decreased $170,402 (13.30%) from $1,277,301 to
          $1,106,307 for the three months ended February 28, 2002. The decrease
          is a result of a decrease in royalties (down 4.50% from $857,201 to
          $818,661), a decrease in franchise fee recognition (down 23.94% from
          $183,880 to $139,850), and PSS licensing and maintenance fees (down
          100.00% from $50,500 to $0.00).

          The $38,540 decrease in royalties, is due to the overall decrease in
          retail sales and associated shipping activity, a result of the
          terrorist attack in New York City.

          The $44,030 decrease in individual franchise fees is due to the
          recognition of 2 fewer stores during the period than last year. The
          Company anticipates that all of the currently deferred individual
          franchise fees and commissions will be recognized in fiscal 2002. In
          area franchise fees is a non-cash item reflecting the number of area
          agreements being amortized over the life of the respective agreement.
          Several agreements being amortized last year are now fully amortized.
          Only one new agreement was added last year.

          Pak Mail had been developing a point of sale software program called
          PSS over the past five years. The $50,500 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 continue development of the software
          at Resource's expense and then co-market the finished product. The
          ReSource program does not have a marketing or custom packaging module.
          Those two pieces from PSS will be incorporated into the ReSource
          Software point of sale program. In the interim Pak Mail received 350

<PAGE>



          ReSource point of sale software licenses for use by franchise stores.
          Currently maintenance fees are paid directly to ReSource Software,
          Inc. The Company expects the ReSource Software point of sale program
          to be released in July 2002 at which point Pak Mail will share in the
          revenue from the enhanced program

          Expenses
          --------

          Total expenses decreased $139,224 (11.62%) from $1,198,019 to
          $1,058,795. The decrease is primarily attributable to a decreases in
          selling, general and administrative (down 16.23% from $522,938 to
          $438,074), Cost of sales of equipment, supplies and services (up
          24.43% from $89,658 to $111,562) Commission on franchise sales (down
          16.94% from $96,625 to $80,260), royalties paid to area franchisees
          (down 6.47% from $388,191 to $363,059) and depreciation and
          amortization (down 73.27% from $55,446 to 14,818).

          The $84,864 decrease in selling, general and administrative is due to
          a reduction in personnel from 16 to 13 and a reduction in the phone
          bill due to the use of fewer services.

          The $21,904 increase in cost of sales of equipment, supplies and
          services is due to the purchase of software licenses from Resource
          Software for the franchisees. The stores typically pay these fees
          however, due to the delays in implementing the PSS point of sale
          software developed by Pak Mail and the associated costs to the
          franchisees, the company opted to pay for this expense over 18 months
          starting July 2001 through December 2002.

          The $25,132 decrease in the commissions on franchise sales is due to
          decreased recognition of sales as described in the revenue section.

          The $16,365 decrease in royalties paid to area franchise is a result
          of the decrease in royalty revenue.

          The $40,628 decrease in depreciation and amortization is due to much
          of Pak Mail's equipment being fully depreciated during 2001 and the
          discontinued amortization of the PSS software until the software
          becomes ready for re-release and placed into service.



<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.

     On  February  28th,  2002,  John E. Kelly was  promoted  to the  positin of
chairman of the board and P. Evan Lasky was  promoted to the position of CEO and
president.

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.

          10(j) Employment contract for John E. Kelly, chairman of the board,
          incorporated by reference.

          99.1  Certification pursuant to 18 U.S.C. - Section 1350.

          99.2  Certification pursuant to 18 U.S.C. - Section 1350.

          (b)  Reports on Form 8-K.

         None.









<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



                                 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; and

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.

Date:    January 8, 2003

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

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; and

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.

Date:       January 8, 2003

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