WASHINGTON, D.C. 20549
                                                                 Commission File
                                                                Number 000-24124
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ]Form 20-F [X] Form 10-Q and Form
10-QSB [ ] Form N-SAR

            For Period Ended:  March 30, 2001
            [ ] Transition Report on Form 10-K
            [ ] Transition Report on Form 20-F
            [ ] Transition Report on Form 11-K
            [ ] Transition Report on Form 10-Q
            [ ] Transition Report on Form N-SAR
                     For the Transition Period Ended:

  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Items(s) to which the notification relates:



                         PART I--REGISTRANT INFORMATION


         Full Name of Registrant:  Fresh America Corp.

         Former Name if Applicable: Not Applicable

                6600 LBJ Freeway, Suite 180
         Address of Principal Executive Office (Street and Number)
                Dallas, Texas 75240
                        City, State and Zip Code



                        PART II--RULES 12b-25(b) AND (c)


         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K of Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and

[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.


                               PART III--NARRATIVE


         State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period.

         The Registrant is in the process of negotiating extensions and waivers
from its principal lenders as well as exploring alternative sources of capital.
There have been severe demands on the Registrant's accounting staff due to their
involvement in this process. Management of the Registrant believes that the
outcome of this process is material to the disclosures contained in the
Registrant's Quarterly Report on Form 10-Q and expects the situation to be
sufficiently resolved within the time period prescribed by Rule 12b-25 to permit
filing of the Registrant's Quarterly Report on Form 10-Q. However, there can be
no assurance that the Registrant will be able to arrange alternative sources of
capital or obtain extensions and waivers from its principal lenders.


                           PART IV--OTHER INFORMATION


         (1) Name and telephone number of person to contact in regard to this

             Cheryl Taylor                       (469)             791-5777
             (Name)                              (Area Code)  (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
                                                              [ ] Yes   [X] No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                                              [X] Yes   [ ] No

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

                               Fresh America Corp.
                  (Name of Registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:    May 14, 2001       By:  /s/ COLON WASHBURN
                                     Colon Washburn,
                                     Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.



         The Registrant has yet to file its Annual Report on Form 10-K for the
period ended December 29, 2000.



         The Registrant anticipates that it will report a loss for the quarter
ended March 30, 2001, that is significantly more than the $(.36) loss per share
reported for the same period in the previous fiscal year. For the reasons
discussed in Part III above, the Registrant is unable to quantify the magnitude
of this quarter's loss at this point.