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 ]
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
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.
PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
Consolidated Statement of Operations
THREE MONTHS ENDED
------------------------
February
2003 2002
------------------------
(Unaudited) (Unaudited)
---------- ----------
Revenues
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.
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
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.
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.
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.
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.
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.
(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.
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 -------------------------
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
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
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.
(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.