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 May 31, 2002
                                                  ------------


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from             to
                                          -------------  -------------

                          Commission File No. 0-18686
                                             --------

                        PAK MAIL CENTERS OF AMERICA, INC.
         ---------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


           Colorado                                              84-0934575
 ------------------------------                              ------------------
(State or other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                             Identification  No.)


      7173 S. Havana St., Englewood, Colorado                       80112
       --------------------------------------                     --------
      (Address of principal executive offices)                   (zip code)



                     Issuer's telephone number: 303-957-1000
                                               -------------

                                       N/A
                ---------------------------------------------------
               (Former name, former address and former fiscal year,
                          if changed since last report)



As of May 31, 2002, there were outstanding 3,877,737 shares of the ssuer's
Common Stock, par value $.001 per share.

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

<PAGE>
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<CAPTION>

PART I  FINANCIAL INFORMATION

      Item 1.  Financial Statements.

                                  PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                                             Consolidated Balance Sheets


                                                                                             May         November
                                                                                           31, 2002       30, 2001
                                                                                         -----------    -----------
                                                                                          UnAudited       Audited
                                                       Assets

Current assets
   <S>                                                                                   <C>            <C>
   Cash and cash equivalents                                                             $      --      $    17,201
   Restricted cash                                                                           147,073        138,406
   Accounts receivable, net of allowance
         of $59,392 (2002) and $69,677 (2001)                                                517,828        544,192
   Inventories                                                                                38,818         30,225
  Notes receivable, current, net of allowance of $16,383 (2002) and $31,115 (2001)           115,523        115,523
   Prepaid expenses and other current assets                                                  43,107         55,588
   Deferred income tax benefit-current                                                       132,734        132,734
                                                                                         -----------    -----------
      Total current assets                                                                   995,083      1,033,869
                                                                                         -----------    -----------

Property and equipment, at cost, net of accumulated depreciation                              68,524         85,413
                                                                                         -----------    -----------

Other assets:
   Notes receivable, net                                                                     139,458        184,447
   Deposits and other                                                                        108,985        112,868
   Deferred franchise costs, net of accumulated amortization of
       $135,603 (2002) and $135,603 (2001)                                                    59,720         16,770
   Capitalized software costs, net of amortization
        $130,373 (2002) and $130,373 (2001)                                                  573,205        571,956
                                                                                         -----------    -----------
      Total other assets                                                                     881,368        886,041
                                                                                         -----------    -----------
                                                                                         $ 1,944,975    $ 2,005,323
                                                                                         ===========    ===========

                                        Liabilities and Stockholders' Equity

Current liabilities

   Checks in excess of cash bank balance                                                 $    22,367    $      --
   Trade accounts payable                                                                     54,574        203,042
   Other accrued expenses                                                                    332,214        348,617
   Deferred Rent                                                                              61,383         64,776
   Due to advertising fund                                                                   147,073        138,406
   Preferred dividends payable                                                               199,500        133,000
   Current portion of capital lease obligation                                                10,520         10,520
                                                                                         -----------    -----------
      Total current liabilities                                                              827,631        898,361
                                                                                         -----------    -----------

Long-term liabilities
  Deferred revenue                                                                           615,066        626,205
  Note payable related party                                                                 400,000        400,000
  Capital lease obligation                                                                     5,354         11,088
                                                                                         -----------    -----------
        Total longterm liabilities                                                         1,020,420      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 05/31/02 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                                                                    (7,237,613)    (7,264,868)
                                                                                         -----------    -----------
      Total stockholders' equity                                                              96,924         69,669
                                                                                         -----------    -----------
                                                                                         $ 1,944,975    $ 2,005,323
                                                                                         ===========    ===========

                                   See notes to consolidated financial statements.

                                                        F-1
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<CAPTION>


                                PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                                      Consolidated Statement of Operations


                                                            THREE MONTHS ENDED           SIX MONTHS ENDED
                                                        -------------------------    -------------------------
                                                                  May 31,                     May 31,
                                                            2002          2001          2002          2001
                                                        -------------------------    -------------------------
                                                        (Unaudited)   (Unaudited)    (Unaudited)   (Unaudited)
                                                        -----------   -----------    -----------   -----------

Revenue
    <S>                                                 <C>           <C>            <C>           <C>
    Royalties from franchisees                          $   645,481   $   674,422    $ 1,464,142   $ 1,531,623
    Franchise fees                                          269,710       134,074        443,316       394,189
    Sales of products and services                          167,536       129,171        258,237       205,041
    Software license fees                                      --          51,260           --         101,760
    Other operating revenue                                  15,849        17,367         39,188        50,982
                                                        -----------   -----------    -----------   -----------
           Total Revenue                                  1,098,576     1,006,294      2,204,883     2,283,595
                                                        -----------   -----------    -----------   -----------

Operating expenses
    Selling, general, and administrative                    455,216       545,657        893,290     1,068,595
    Cost of sales of products and services                  143,063       162,709        254,625       252,367
    Royalties paid to area franchises                       293,999       316,081        657,058       704,272
    Commissions on franchise sales                          120,685        56,658        200,945       153,283
    Advertising                                              15,031        46,498         66,053        91,659
    Depreciation & amortization                              20,075        41,382         34,893        96,828
            Total Operating Expenses                      1,048,069     1,168,985      2,106,864     2,367,004
                                                        -----------   -----------    -----------   -----------

Operating income (loss)                                      50,507      (162,691)        98,019       (83,409)

Other income & expense
    Interest income                                           2,911         2,388          7,600         6,485
    Interest expense                                          5,545        10,234         11,864        25,680
                                                        -----------   -----------    -----------   -----------
                                                             (2,634)       (7,846)        (4,264)      (19,195)

Net income (loss) before preferred stock dividend            47,873      (170,537)        93,755      (102,604)

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

Net income (loss) available to Stockholders                  14,623      (203,787)        27,255      (169,104)
                                                        ===========   ===========    ===========   ===========

Basic and diluted net income (loss)
    per share of common stock                           $     0.004   $    (0.053)   $     0.007   $    (0.044)
                                                        ===========   ===========    ===========   ===========


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





                                 See notes to consolidated financial statements.

                                                      F-2
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<TABLE>
<CAPTION>


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



                                                                       SIX MONTHS ENDED     SIX MONTHS ENDED
                                                                            31-May               31-May
                                                                          (Unaudited)          (Unaudited)
                                                                             2002                  2001
                                                                          ---------             ---------
Cash flows from operating activities
             <S>                                                          <C>                   <C>
             Net Income                                                   $  27,255             $(169,104)
Adjustments to reconcile net loss to net cash
provided by operating activities:
        Depreciation and amortization                                        34,893                96,828
        Bad debt                                                             63,000                  --
        Change in provision for loss on accounts receivable                 (10,285)                 --
        Change in provision for loss on notes receivable                    (14,732)                 --
        Deferrred franchise costs                                              --                  21,703
        Changes in assets and liabilities
              Accounts receivable                                            (3,605)               96,727
              Inventories                                                    (8,593)              (16,833)
              Prepaids expenses                                              12,481               (62,442)
              Trade accounts payable                                       (148,468)                4,665
              Accrued expenses and deferred rent                            (19,796)              168,467
              Due to Ad Fund                                                  8,667                33,221
              Other Assets                                                  (42,950)                 --
              Deferred revenue                                              (11,139)              188,404
                                                                          ---------             ---------
                    Net cash (used in)/provided by operating activities    (113,272)              361,636
                                                                          ---------             ---------

Cash flows from investing activities
        Capital expenditures                                                 (5,746)                 --
        Capitalized software costs                                           (1,249)             (189,136)
        Collections on notes receivable                                      36,975                55,969
        Deposits & other                                                     (8,375)               56,449
                                                                          ---------             ---------
                    Net cash provided by/(used in) investing activities      21,605               (76,718)
                                                                          ---------             ---------

Cash flows from financing activities
        Checks written in excess of bank balance                             22,367                  --
        Payments on notes payable and capital lease obligations              (5,734)               (5,108)
        Preferred stock dividends accrued                                    66,500                66,500
        Preferred stock dividends paid                                         --                (133,000)
        Restricted Cash                                                      (8,667)                 --
                                                                          ---------             ---------
                    Net cash provided by financing activities                74,466               (71,608)
                                                                          ---------             ---------
                                                                          ---------             ---------
Net (decrease)/increase in cash and cash equivalents                        (17,201)              213,310

                                                                          =========             =========
Cash and cash equivalents, beginning of year                                 17,201                11,129

Cash and cash equivalents, end of period                                  $    --               $ 224,439
                                                                          =========             =========

Supplemental disclosure of cash flow information
   Cash paid during the period for interest                               $   6,319             $  25,680


                               See notes to consolidated financial statements.

                                                    F-3
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<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 March
         1, 2002 through May 31, 2002, the Company awarded 14 individual
         franchises. For the period from December 1, 2001 through May 31, 2002,
         the Company awarded 19 individual franchises. The Company had 337
         domestic and 47 international individual stores operating, and 26
         domestic and 8 international area franchises in existence. 16 of the
         domestic franchise agreements which have been issued, are for stores
         not yet operating.

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

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

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

         The results of operations for the six months ended May 31, 2002 are not
         necessarily indicative of the results to be expected for the full year.


                                       2

<PAGE>


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

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


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

         Six months ended May 31, 2002
         -----------------------------

         The company used $113,272 in operations, generated $21,605 in investing
         activities and generated $74,466 in financing activities during the six
         months ended May 31, 2002. The cash generated was used primarily to pay
         down accounts payable.


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

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

         Revenues
         --------
         Total revenues increased $92,282 (up 9.17%) from $1,006,294 to
         $1,098,576. The increase is primarily attributable to increases in
         Sales of equipment, supplies and services (up 29.70% from $129,171 to
         $167,536), and sales of individual franchises (up 101.17% from $134,074
         to $269,710).

         Sales of equipment, supplies and services increased $38,365 due to the
         increase in individual franchise sales. As more franchises are sold,
         more associated equipment is sold.

         Franchise fees increased $135,36 due to the increase in the number of
         sales over the comparable period a result of favorable referrals from
         the franchisee community.

         PSS license and maintenance fees decreased $51,260 due to Pak Mail's
         exit from the software business. Pak Mail had been developing a point
         of sale software program called PSS over the past five years. The
         decrease in PSS license & maintenance fees is a result of Pak Mail's
         decision to discontinue developing the PSS point of sales software
         program. In May 2001 the Company determined that it had no more funds
         to commit to finishing the development of the software. Accordingly, an
         agreement was reached with ReSource Software, Inc. to use its off the
         shelf packing and shipping program. 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. The
         Company expects the ReSource Software point of sale program to be
         released in August or September of 2002 at which point Pak Mail will
         share in the revenue from the enhanced program

         Costs and Expenses
         ------------------
         Total expenses decreased $120,916 (down 10.34%) from $1,168,985 to
         $1,048,069. The decrease is due to the decrease in selling and general
         administrative (down 16.57% from $545,657 to $455,215); Cost of sales
         of equipment supplies and services (down 12.07% from $162,709 to
         $143,063) commissions on franchise sales (up 113.01% from $56,658 to
         120,685), Royalties paid to area franchisees (down 6.99% from $316,081
         to $293,999) and advertising (down 67.67% from $46,498 to $15,031).

         Selling and general administrative decreased $90,442 due to the
         reduction in personnel from 18 to 13.

         Cost of sales of equipment and supplies decreased $19,646 due to Pak
         Mail's exit from the computer assembly business, a result of Pak Mail's
         exit from the software business.


                                       3

<PAGE>


         Commissions on franchise sales increased $64,027 due to the increase in
         individual franchises sold.

         Royalties paid to area franchisees decreased $22,082 due to the
         decrease in royalty revenue.

         Advertising decreased $31,467 as unproductive advertising was
         eliminated.


         Six months ended May 31, 2002 compared to the Six months ended May 31,
         ----------------------------------------------------------------------
         2001
         ----

         Revenue
         -------
         Total revenues decreased 3.45% or $78,712 from $2,283,595 to
         $2,204,883. Royalties decreased (down 4.41% from $1,531,623 to
         $1,464,142), sales of equipment supplies and services increased (up
         25.94% from $205,041 to 258,237), franchise fees increased
         (up 12,46% from $394,189 to $443,316), PSS license & maintenance fees
         decreased (down 100.00% from $101,760 to $0).

         Royalties decreased $67,481 due to a decrease in average store volume,
         which is a lingering effect of the September 11th terrorist attack and
         a decrease in the number of stores operating.

         Sales of equipment supplies and services increased $53,196 due to the
         increase in individual franchise sales.

         Franchise fees increased $49,127 due to an ndividual franchise fee
         increase of $89,460 due to the increase in number of stores sold and
         recognized. Area franchise fees decreased $40,513 due to fewer area
         sales contracts being amortized in 2002 and one additional Area
         franchise being sold during the first quarter of the 2001. Per our
         accounting method, the net area fee is amortized over the life of the
         contract, usually 5 years. However, the revenue associated with the
         commission paid on the contract is recognized in the month sold.
         Therefore in the first year, revenue associated with the commission
         and 20% of the contract are recognized. Area Fee revenue was higher in
         the first quarter of 2001 due to the recording of the commission in
         the same quarter.

         PSS license & maintenance fees decreased $101,760 due to Pak Mail's
         exit from the software business. Pak Mail had been developing a point
         of sale software program called PSS over the past five years. The
         decrease in PSS license & maintenance fees is a result of Pak Mail's
         decision to discontinue developing the PSS point of sales software
         program. In May 2001 the Company determined that it had no more funds
         to commit to finishing the development of the software. Accordingly, an
         agreement was reached with ReSource Software, Inc. to use its off the
         shelf packing and shipping program. 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. The
         Company expects the ReSource Software point of sale program to be
         released in August or September of 2002 at which point Pak Mail will
         share in the revenue from the enhanced program


         Costs and Expenses
         ------------------
         Costs and expenses decreased 10.99% or $260,140 from $2,367,004 to
         $2,106,864. Selling, general and administrative expenses decreased
         (down 16.41% from $1,068,595 to $893,290), cost of sales of equipment
         and supplies increased (up 0.89% from $252,367 to $254,625),
         commissions on franchise sales increased (up 31.09% from $153,283 to
         $200,945) royalties paid to area franchisees decreased (down 6.70% from
         $704,272 to $657,058) advertising decreased (down 27.94% from $91,659
         to $66,053), and Depreciation and amortization decreased (down 63.96%
         from $96,828 to $34,893).

         Selling general and administrative decreased $175,305 due to the
         reduction in personnel from 18 to 13.


                                       4

<PAGE>


         Cost of sales of equipment supplies and services increased $2,258 due
         to the increase in individual franchise sales.

         Commission on franchise sales increased $ 47,662 due to the increase in
         individual franchise sales.

         Royalties paid to area franchisees decreased $47,214 due the associated
         decrease royalty revenue.

         Advertising decreased $25,606 as unproductive advertising was
         eliminated.

         Depreciation and amortization decreased $61,935 as the in house point
         of sale software PSS, is no longer being amortized.



                           PART II - OTHER INFORMATION


Item 1.      Legal Proceedings.

             None

Item  2.     Changes in Securities.

             None

Item 3.      Defaults upon Senior Securities

             None

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

             None

Item 5.      Other Information.

             None

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

     (a) Exhibits

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

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

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

                                       5

<PAGE>


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

         99.1 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.


                                       6

<PAGE>


                                   SIGNATURES



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



                                            PAK MAIL CENTERS OF AMERICA, INC.
                                                      (Registrant)
Date:  January 8, 2003


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



                                 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