<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2000.

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

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

                        Commission File Number 000-24124

                               FRESH AMERICA CORP.
             (Exact name of registrant as specified in its charter)

Texas                                                           76-0281274
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


                  6600 LBJ FREEWAY, SUITE 180, DALLAS, TX 75240
             (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (972) 774-0575

                                ----------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

At May 8, 2000, the Registrant had 5,243,404 shares of its Common Stock
outstanding.

Total number of pages in this report, including the cover page is 14. Exhibit
index on page 14.


<PAGE>   2

PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS

                      FRESH AMERICA CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                MARCH 31,  DECEMBER 31,
                                                                                  2000        1999
                                                                               ----------  ------------
                                  ASSETS                                       (unaudited)
<S>                                                                            <C>          <C>
Current Assets:
  Cash and cash equivalents                                                    $   3,192    $   3,197
  Accounts receivable, net                                                        48,733       58,885
  Advances to growers                                                              2,568        3,296
  Inventories                                                                      9,098       10,624
  Prepaid expenses                                                                 1,631        1,618
  Income tax receivable                                                            4,967        5,900
                                                                               ---------    ---------
      Total current assets                                                        70,189       83,520

Property, plant and equipment, net                                                23,747       24,440
Notes receivable from shareholders                                                   359          359
Goodwill, net of amortization of $2,842 and $2,491, respectively                  23,146       23,497
Other assets                                                                       2,796        2,665
                                                                               ---------    ---------
Total assets                                                                   $ 120,237    $ 134,481
                                                                               =========    =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable and current portion of long-term debt                          $  31,266    $  24,446
  Accounts payable                                                                33,026       39,277
  Accrued salaries and wages                                                       1,587        2,191
  Other accrued expenses                                                           5,903        5,360
                                                                               ---------    ---------
      Total current liabilities                                                   71,782       71,274

Long-term debt, less current portion                                              19,944       32,843
Deferred income taxes                                                                292          295
Other liabilities                                                                    318          298
                                                                               ---------    ---------
      Total liabilities                                                           92,336      104,710
                                                                               ---------    ---------

Shareholders' Equity:
    Common stock $.01 par value (authorized 10,000,000 shares;
          issued 5,243,404 shares)                                                    52           52
    Additional paid-in capital                                                    32,555       32,555
    Foreign currency translation adjustment                                          (17)         (28)
    Accumulated deficit                                                           (4,689)      (2,808)
                                                                               ---------    ---------
      Total shareholders' equity                                                  27,901       29,771
Commitments and contingencies
                                                                               ---------    ---------
Total liabilities and shareholders' equity                                     $ 120,237    $ 134,481
                                                                               =========    =========
</TABLE>


     The notes to consolidated financial statements are an integral part of
                               these statements.

                                        2
<PAGE>   3

                      FRESH AMERICA CORP. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                   QUARTER ENDED
                                               ----------------------
                                                MARCH 31,    APRIL 2,
                                                  2000         1999
                                               ---------    ---------
<S>                                            <C>          <C>
Net sales                                      $ 142,652    $ 173,427
Cost of sales                                    127,503      151,421
                                               ---------    ---------
            Gross profit                          15,149       22,006
                                               ---------    ---------

Selling, general and administrative expenses      13,998       17,083
Bad debt expense                                     229          159
Depreciation and amortization                      1,512        1,515
                                               ---------    ---------
    Total operating costs and expenses            15,739       18,757
                                               ---------    ---------
           Operating income (loss)                  (590)       3,249
                                               ---------    ---------

Other income (expense):
    Interest expense                              (1,405)      (1,279)
    Interest income                                   87           65
    Other, net                                       216          147
                                               ---------    ---------
                                                  (1,102)      (1,067)
                                               ---------    ---------

Income (loss) before income taxes                 (1,692)       2,182
Income tax expense                                   189        1,001
                                               ---------    ---------
          Net income (loss)                    $  (1,881)   $   1,181
                                               =========    =========

Earnings (loss) per share:
    Basic                                      $    (.36)   $     .23
                                               =========    =========
    Diluted                                    $    (.36)   $     .22
                                               =========    =========
</TABLE>


      The notes to consolidated financial statements are an integral part
                              of these statements.

                                       3

<PAGE>   4

                      FRESH AMERICA CORP. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                     QUARTER ENDED
                                                                                  ---------------------
                                                                                   MARCH 31,   APRIL 2,
                                                                                     2000        1999
                                                                                  ----------   --------
<S>                                                                                <C>         <C>
Cash flows from operating activities:
    Net income (loss)                                                              $ (1,881)   $  1,181
    Adjustments to reconcile net income (loss) to net cash provided by (used in)
     operating activities:
          Bad debt expense                                                              229         159
          Depreciation and amortization                                               1,512       1,515
          Deferred income taxes                                                          --          30
          Other                                                                         206         102
          Change in assets and liabilities
              Accounts receivable                                                     9,730      12,384
              Advances to growers                                                       107      (2,439)
              Inventories                                                             1,497       1,597
              Prepaid expenses                                                          (13)       (121)
              Other assets                                                              826        (465)
              Accounts payable                                                       (5,660)     (7,740)
              Accrued expenses and other current liabilities                           (532)      1,813
                                                                                   --------    --------
                   Total adjustments                                                  7,902       6,835
                                                                                   --------    --------
                   Net cash provided by operating activities                          6,021       8,016
                                                                                   --------    --------
Cash flows from investing activities:
    Additions to property, plant and equipment, net                                    (652)     (3,095)
    Proceeds from sale of equipment                                                      97          --
                                                                                   --------    --------
                   Net cash used in investing activities                               (555)     (3,095)
                                                                                   --------    --------
Cash flows from financing activities:
    Proceeds from revolving line of credit                                           10,755      43,563
    Repayments of revolving line of credit                                          (14,457)    (41,753)
    Proceeds from short-term indebtedness                                                --          29
    Repayments of short-term indebtedness                                            (1,434)       (661)
    Additions to long-term indebtedness                                                  --         415
    Payments of long-term indebtedness                                                 (338)       (153)
    Net proceeds from exercise of employee stock options                                 --          14
                                                                                   --------    --------
                   Net cash provided by (used in) financing activities               (5,474)      1,454
                                                                                   --------    --------
Effect of exchange rate changes on cash                                                   3          17
                   Net increase (decrease) in cash and cash equivalents                  (5)      6,392
Cash and cash equivalents at beginning of period                                      3,197       1,171
                                                                                   --------    --------
Cash and cash equivalents at end of period                                         $  3,192    $  7,563
                                                                                   ========    ========
Supplemental disclosures of cash flow information:
    Cash paid for interest                                                         $    761    $    514
    Cash paid for income taxes                                                     $    368    $    604
</TABLE>


     The notes to consolidated financial statements are an integral part of
                               these statements.

                                       4
<PAGE>   5

                      FRESH AMERICA CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

         Fresh America Corp. ("Fresh America", the "Company", "we", "us" or
"our") provides procurement, processing, repacking, warehousing and distribution
services of fresh produce and other refrigerated products for a wide variety of
customers in the retail, food service and food distribution businesses. The
Company was founded in 1989 and distributes throughout the United States and
Canada through 16 distribution and processing facilities.

         Unaudited Interim Financial Information - The consolidated balance
sheet as of March 31, 2000, the consolidated statements of operations for the
quarters ended March 31, 2000 and April 2, 1999, the consolidated statements of
cash flow for the quarters ended March 31, 2000 and April 2, 1999, and related
notes have been prepared by the Company and are unaudited. In the opinion of the
Company, the interim financial information includes all adjustments (consisting
of only normal recurring adjustments) necessary for a fair statement of the
results of the interim periods.

         Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted from the interim financial
information. The interim financial information should be read in conjunction
with the Company's audited consolidated financial statements included in the
Annual Report on Form 10-K for the fiscal year ended December 31, 1999. The
results for the periods ended March 31, 2000 and April 2, 1999 may not be
indicative of operating results for the full year.

         The following are the significant accounting policies followed by the
Company in the preparation of the consolidated financial statements.

         Principles of Consolidation - The consolidated financial statements
include the accounts of Fresh America Corp. and its wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in
consolidation.

         Earnings (Loss) Per Share - Basic earnings (loss) per share ("EPS") is
calculated by dividing net income (loss) by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. See Note 5.

         Comprehensive Income - The Company provides disclosure required by
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." This statement establishes standards for reporting and
display of comprehensive income and its components. Components of comprehensive
income are net income and all other nonowner changes in equity such as the
change in the foreign currency translation adjustment. This statement requires
that an enterprise: (a) classify items of other comprehensive income by their
nature in a financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a balance sheet. See Note 4.

         New Accounting Standards - The Company is assessing the reporting and
disclosure requirements of SFAS No. 133, Accounting For Derivative Instruments
and Hedging Activities. This statement establishes accounting and reporting
standards for derivative instruments and hedging activities and will require the
Company to recognize all derivatives on its balance sheet at fair value. If the
derivative is a hedge, depending on the nature of the hedge, changes in the fair
value of the


                                       5
<PAGE>   6

derivatives will either be offset against the change in fair value of the hedged
item through earnings, or recognized in other comprehensive income until the
hedged item is recognized in earnings. The Company expects to adopt SFAS No. 133
in the first quarter of fiscal 2001 and does not anticipate that the adoption
will have a material effect on the Company's results of operations or financial
position.

         In March 2000, the Financial Accounting Standards Board (the "FASB")
issued Interpretation No. 44, "Accounting for Certain Transactions involving
Stock Compensation: an interpretation of Accounting Principles Board Opinion No.
25". Among other issues, Interpretation No. 44 clarifies the application of
Accounting Principles Board ("APB") Opinion No. 25 regarding (a) the definition
of employee for purposes of applying APB No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequences of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination. The provisions of Interpretation
No. 44 affecting the Company are to be applied on a prospective basis effective
July 1, 2000. The Company does not anticipate that the adoption will have a
material effect on the Company's results of operations or financial position.

         Foreign Currency Translation - The financial statements of all foreign
subsidiaries were prepared in their respective local currencies and translated
into U.S. dollars based on the current exchange rate at the end of the period
for the balance sheet and a weighted-average rate for the period for the
statement of operations. Translation adjustments are reflected in the foreign
currency translation adjustments in shareholders' equity and, accordingly, have
no effect on net income (loss). Exchange gains and losses for all foreign
subsidiaries are included in income for transactions denominated in currencies
other than the functional currency.

         Segment and Related Information - The Company provides disclosure
required by SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information," which establishes standards for the way public business
enterprises report information about products and services. Since each business
unit is similarly engaged in procurement, processing and distribution services,
the business units have been aggregated into one reportable segment for
reporting purposes. See Note 2 - "Agreement with Sam's Club" for discussion of
the Company's major customer.

         Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

          Fiscal Year - The Company's fiscal year is a 52-week or 53-week period
ending on the last Friday in December. The quarters ended March 31, 2000 and
April 2, 1999 consisted of 13 weeks.

NOTE 2.  AGREEMENT WITH SAM'S CLUB.

         The Company's relationship with Sam's is governed by the terms and
conditions of a five-year agreement (the "Agreement"), which became effective
December 1, 1995 and expires on November 30, 2000. Sam's has elected to begin
internal distribution of produce for all its clubs beginning in December of
2000. Therefore, the Agreement will not be renewed.

         Each year since 1997, Sam's has elected to exercise its existing option
under the Agreement to distribute produce directly with respect to 40 clubs,
thereby reducing the number of clubs to which the Company distributes.
Accordingly, the Company has conducted its operations assuming that Sam's would
withdraw 40 clubs per year.


                                       6
<PAGE>   7

         The Agreement transfers ownership of the product to Sam's as it enters
the clubs and complete operational authority within the produce departments of
each club. Accordingly, Sam's assumes all costs and liabilities related to the
operation of the departments, including all in-club personnel costs,
merchandising and sales costs, customer returns and credits, and product shrink.
Under the Agreement, the Company invoices Sam's for product delivered to the
clubs in accordance with purchase orders issued by Sam's.

NOTE  3.  DEBT AND LIQUIDITY.

         The Company is party to a senior secured revolving credit facility
agreement (the "Revolver") with a bank (the "Senior Lender") and a subordinated
note agreement with an insurance company (the "Subordinated Lender"). The
Company was not in compliance with certain covenants under the agreement with
the Senior Lender during fiscal 1999 and was not in compliance with certain
covenants under both agreements at December 31, 1999. On April 14, 2000, the
Company entered into an amendment (the tenth amendment to the Revolver) of the
agreement with the Senior Lender that waived the instances of noncompliance and
established new terms, including terms for repayment of the outstanding
borrowings, obtained waivers from the Subordinated Lender for instances of
noncompliance at December 31, 1999 and anticipated future instances of
noncompliance through January 1, 2001, and entered into an agreement with the
Subordinated Lender to provide additional financing through the purchase of $5.0
million of the Company's 12% redeemable cumulative preferred stock ("Preferred
Stock"), and to restructure the existing subordinated notes. The funding of the
Preferred Stock occurred on April 28, 2000. Dividends on the Preferred Stock are
payable semi-annually. The Preferred Stock is mandatorily redeemable in April
2007. The redemption price of the Preferred Stock is computed so that the
combined return from the Preferred Stock and the warrants referred to below is
not less than 18% per annum.

         The Company's Revolver provided for borrowings of up to $22.0 million
as of December 31, 1999 with outstanding borrowings as of that date of $21.2
million. The available and outstanding Revolver balance was reduced to $21.0
million as of March 31, 2000. Available borrowings under the Revolver will be
further reduced by scheduled principal reductions of $1.0 million each on May
30, 2000, June 29, 2000, July 30, 2000, August 30, 2000, September 29, 2000,
October 30, 2000 and December 30, 2000. The monthly Revolver balance is further
limited to predetermined amounts in excess of a computed borrowing base. In
addition to the scheduled principal reductions described above, all proceeds
from any income tax refunds or disposition of assets or subsidiaries and a
minimum of one-half of any proceeds from the issuance of debt or equity
securities (other than the Preferred Stock) must be used to further permanently
reduce available and outstanding bank borrowings. Under the amended agreement,
interest will accrue at prime plus 3% (currently 12%) through the expiration of
the agreement in February 2001. The Company must also comply with certain
capital expenditure restrictions.

         Repayment of the Revolver balance is due in February 2001. Accordingly,
the entire balance has been classified as a current liability in the
accompanying March 31, 2000 consolidated balance sheet. The Company intends to
arrange a new senior debt facility to replace the Revolver and has engaged
Rabobank International ("Rabobank") as its exclusive financial advisor to raise
additional capital through the private sale of equity or debt securities. There
can be no assurance that Rabobank will be able to raise additional capital or
that the Company will be able to arrange a new senior credit facility.

         The Subordinated Lender holds notes totaling $20.0 million, bearing
interest at 12%, payable semi-annually in May and November. In conjunction with
the purchase and funding of the Preferred Stock, the repayment terms of the
subordinated notes were modified such that the entire balance is due in a single
lump-sum payment in April 2007. The remaining discount associated with the notes
will be amortized over the amended term of the notes. The terms of the agreement
also decreased the exercise price of 155,483 warrants previously issued to the
Subordinated Lender from $22.70 to $3.25 per share and extended the expiration
date of the warrants to approximate the modified maturity date of the





                                       7

<PAGE>   8
subordinated notes. In connection with the purchase of the Preferred Stock, the
Subordinated Lender also received warrants to purchase additional common shares,
which were equal to approximately 7% of the Company's outstanding common stock
after exercise at $3.25 per share. The warrants are exercisable until August 31,
2007 and their term may be further extended under certain circumstances.

         Failure of the Company to comply with the terms of the amended
agreement with the Senior Lender or the agreement with the Subordinated Lender
could result in a default under the terms of the agreements. Upon the occurrence
of an event of default, the lenders would be entitled to declare the amounts
outstanding, including accrued interest to be immediately due and payable. If
repayment of the Company's debt were to be accelerated, the Company cannot be
certain that its assets or liquidity would be sufficient to repay such debt.
Acceleration of such debt would also cause the Preferred Stock to become
immediately redeemable.

         Additionally, OTF has a demand agreement with a Canadian bank to
provide revolving credit facilities (the "Canadian Revolver") of up to CDN $20.0
million ($13.8 million), subject to certain covenant and borrowing base
requirements. The Canadian Revolver is collateralized by substantially all
assets of OTF. Interest on borrowings accrues at U.S. prime plus 0.75% (9.75% at
March 31, 2000) or Canadian prime plus 0.75% (7.75%), depending on the
denomination of the borrowings. The Canadian Revolver had an outstanding balance
of CDN $8.4 million ($5.8 million) as of March 31, 2000.

         Management believes that the combination of cash generated from ongoing
operating activities, the funding of the Preferred Stock, the realization of
recent reductions in overhead expenses, and the effects of the amendments to the
Revolver and the subordinated notes will enable the Company to meet its
obligations as they come due in 2000.

NOTE 4. COMPREHENSIVE INCOME (LOSS).

         The following table reconciles the Company's net income (loss) to its
comprehensive income (loss) (in thousands):

<TABLE>
<CAPTION>
                                                                           QUARTER ENDED
                                                                        -------------------
                                                                         MARCH 1,  APRIL 2,
                                                                          2000      1999
                                                                        --------  --------
<S>                                                                     <C>        <C>
Net income (loss)                                                       $(1,881)   $ 1,181
Other comprehensive income - foreign currency translation adjustments        11        123
                                                                        -------    -------

Comprehensive income (loss)                                             $(1,870)   $ 1,304
                                                                        =======    =======
</TABLE>

NOTE 5. EARNINGS (LOSS) PER SHARE.

         Shares used in calculating basic and diluted EPS are as follows (in
thousands):


<TABLE>
<CAPTION>
                                                              QUARTER ENDED
                                                           -------------------
                                                            MARCH 31, APRIL 2,
                                                             2000      1999
                                                           --------  ---------
<S>                                                        <C>       <C>
Weighted average common shares outstanding - basic          5,243      5,237
Dilutive securities:
     Common stock options                                       --       143
     Contingent shares related to acquisitions                  --       191
                                                             -----     -----

Weighted average common shares outstanding - diluted basis   5,243     5,571
                                                             =====     =====
</TABLE>


                                       8
<PAGE>   9

         Options and warrants to purchase approximately 732,000 and 182,000
shares of common stock respectively, were outstanding during the quarters ended
March 31, 2000 and April 2, 1999, but were not included in the computation of
diluted earnings (loss) per share because their inclusion would have been
antidilutive.

NOTE 6.  INCOME TAXES

         Income tax expense for the quarter ended March 31, 2000 relates to the
earnings of OTF, the Company's Canadian subsidiary, and has been provided at an
effective rate of 45%, reflecting combined provincial and federal Canadian
income taxes. Based on the Company's assessment of its ability to carryback net
operating losses, scheduled reversals of taxable and deductible temporary
differences and future taxable income, a valuation allowance of $.8 million has
been recorded to eliminate the deferred tax asset related to the Company's loss
from U.S. operations. Income tax expense for the quarter ended April 2, 1999
exceeds the U.S. statutory rate of 35% due to the higher combined provincial and
federal rates in Canada applied to OTF's earnings and nondeductible goodwill
amortization.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

         The following table presents the components of the consolidated
statements of operations as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                QUARTER ENDED
                                              ------------------
                                              MARCH 31, APRIL, 2
                                                2000     1999
                                              --------- --------
<S>                                            <C>      <C>
Net sales                                      100.0%    100.0%
Cost of sales                                   89.4      87.3
                                               -----     -----
            Gross profit                        10.6      12.7

Selling, general and administrative expenses     9.8       9.8
Bad debt expense                                 0.2       0.1
Depreciation and amortization                    1.0       0.9
                                               -----     -----
Operating income (loss)                         (0.4)      1.9
Other income (expense)                           0.8      (0.6)
                                               -----     -----
Income (loss) before income taxes               (1.2)      1.3
Income tax expense                               0.1       0.6
                                               -----     -----
Net income (loss)                               (1.3)%     0.7%
                                               =====     =====
</TABLE>

COMPARISON OF QUARTER ENDED MARCH 31, 2000 TO QUARTER ENDED APRIL 2, 1999

         Net sales. Net sales decreased $30.8 million, or 17.7%, to $142.7
million in the first quarter of 2000 from $173.4 million in the first quarter of
1999. The decrease in revenues is primarily attributable to the fourth quarter
1999 divestiture of some of the Company's direct food service distribution
operations and the closure of the Company's market operation in Los Angeles,
California in February 2000. As a percentage of net sales, Sam's represented
33.4% in the first quarter of 2000 as compared to 27.2% in the first quarter of
1999.

         Cost of Sales. Cost of sales decreased $23.9 million, or 15.8% to
$127.5 million in the first quarter of 2000 from $151.4 million in the first
quarter of 1999. As a percentage of net sales, cost of sales increased to 89.4%
from 87.3%, which in turn decreased the Company's gross profit percentage to


                                       9
<PAGE>   10

10.6% from 12.7%. The Company's gross profit was negatively affected by weak
commodity markets in the industry, a larger portion of revenue attributable to
Sam's and less direct delivery food service business.

         Selling, general and administrative expenses. Selling, general and
administrative expenses ("SG&A") expenses decreased by $3.1 million, or 18.1% to
$14.0 million in the first quarter of 2000 from $17.1 million in the first
quarter of 1999. The decrease in SG&A is primarily attributable to decreased
salaries and related costs of $2.1 million resulting from the closing of poorly
performing operations in the later part of 1999. Additionally, included in the
first quarter of 1999 are transaction costs of $.3 million related to the then
pending merger with Fresh Point. There are no such costs in the first quarter of
2000.

         Operating income (loss). The operating loss in the first quarter of
2000 includes approximately $1.1 million in costs related to the first quarter
closing of the Company's Los Angeles, California market operation. The first
quarter 2000 loss also includes approximately $.6 million of charges associated
with moving the Company's administrative offices to Dallas, Texas and
professional and legal fees related to the Company's renegotiation of its senior
secured credit facility. No such charges were incurred in the first quarter of
1999.

         As a result of the foregoing factors, the Company incurred an
operating loss of $.6 million in the first quarter of 2000 compared to
operating income of $3.2 million in the first quarter of 1999, a decrease of
$3.8 million.

         Income Tax Expense. Income tax expense for the first quarter of 2000
relates to the earnings of OTF, the Company's Canadian subsidiary, and has been
provided at an effective rate of 45%, reflecting combined provincial and federal
Canadian income taxes. Based on the Company's assessment of its ability to
carryback net operating losses, scheduled reversals of taxable and deductible
temporary differences and future taxable income, a valuation allowance of $.8
million has been recorded to eliminate the deferred tax asset related to the
Company's loss from U.S. operations. Income tax expense for the first quarter of
1999 exceeded the U.S. statutory rate of 35% due to the higher combined
provincial and federal tax rates in Canada applied to OTF's earnings and
nondeductible goodwill amortization.

         Net income (loss). As a result of the foregoing factors, the Company
incurred a net loss of $1.9 million in the first quarter of 2000 compared to net
income of $1.2 million in the first quarter of 1999, a decrease of $3.1 million.

LIQUIDITY AND CAPITAL RESOURCES

         Cash provided by operating activities was $6.0 million for the first
quarter of 2000 compared to $8.0 million for the first quarter of 1999. Cash
used in investing activities decreased $2.5 million to $.6 million in the first
quarter of 2000 from $3.1 million in the first quarter of 1999. The decrease
from the prior year is due primarily to a concerted effort by the Company's
management to reduce capital expenditures during 2000. Cash used in financing
activities was $5.5 million in the first quarter of 2000 compared to cash
provided of $1.5 million in the first quarter of 1999. The decrease in cash
flows from financing activities compared to the prior year is primarily due to
reductions in available funds through its senior secured revolving credit
facility agreement (the "Revolver") as well as the retirement of certain
short-term debt.

         At March 31, 2000, the Company had negative working capital of $1.6
million compared to working capital of $12.2 million at April 2, 1999. The
decrease in working capital is primarily due to the classification of all
borrowing under the Company's Revolver as a current liability at March 31, 2000
as discussed in Note 3 to unaudited consolidated financial statements.

         The Company is party to a senior secured revolving credit facility
agreement (the "Revolver") with a bank (the "Senior Lender") and a subordinated
note agreement with an insurance company (the "Subordinated Lender"). The
Company was not in compliance with certain covenants under the agreement with
the Senior Lender during fiscal 1999 and was not in compliance with certain
covenants under both agreements at December 31, 1999. On April 14, 2000, the
Company entered into an amendment (the tenth amendment to the Revolver) of the
agreement with the Senior Lender that waived


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<PAGE>   11

the instances of noncompliance and established new terms, including terms for
repayment of the outstanding borrowings, obtained waivers from the Subordinated
Lender for instances of noncompliance at December 31, 1999 and anticipated
future instances of noncompliance through January 1, 2001, and entered into an
agreement with the Subordinated Lender to provide additional financing through
the purchase of $5.0 million of the Company's 12% redeemable cumulative
preferred stock ("Preferred Stock"), and to restructure the existing
subordinated notes. The funding of the Preferred Stock occurred on April 28,
2000. Dividends on the Preferred Stock are payable semi-annually. The Preferred
Stock is mandatorily redeemable in April 2007. The redemption price of the
Preferred Stock is computed so that the combined return from the Preferred Stock
and the warrants referred to below is not less than 18% per annum.

         The Company's Revolver provided for borrowings of up to $22.0 million
as of December 31, 1999 with outstanding borrowings as of that date of $21.2
million. The available and outstanding Revolver balance was reduced to $21.0
million as of March 31, 2000. Available borrowings under the Revolver will be
further reduced by scheduled principal reductions of $1.0 million each on May
30, 2000, June 29, 2000, July 30, 2000, August 30, 2000, September 29, 2000,
October 30, 2000 and December 30, 2000. The monthly Revolver balance is further
limited to predetermined amounts in excess of a computed borrowing base. In
addition to the scheduled principal reductions described above, all proceeds
from any income tax refunds or disposition of assets or subsidiaries and a
minimum of one-half of any proceeds from the issuance of debt or equity
securities (other than the Preferred Stock) must be used to further permanently
reduce available and outstanding bank borrowings. Under the amended agreement,
interest will accrue at prime plus 3% (currently 12%) through the expiration of
the agreement in February 2001. The Company must also comply with certain
capital expenditure restrictions.

         Repayment of the Revolver balance is due in February 2001. Accordingly,
the entire balance has been classified as a current liability in the
accompanying March 31, 2000 consolidated balance sheet. The Company intends to
arrange a new senior debt facility to replace the Revolver and has engaged
Rabobank as its exclusive financial advisor to raise additional capital through
the private sale of equity or debt securities.

         The Subordinated Lender holds notes totaling $20.0 million, bearing
interest at 12%, payable semi-annually in May and November. In conjunction with
the purchase and funding of the Preferred Stock, the repayment terms of the
subordinated notes were modified such that the entire balance is due in a single
lump-sum payment in April 2007. The remaining discount associated with the notes
will be amortized over the amended term of the notes. The terms of the agreement
also decreased the exercise price of 155,483 warrants previously issued to the
Subordinated Lender from $22.70 to $3.25 per share and extended the expiration
date of the warrants to approximate the modified maturity date of the
subordinated notes. In connection with the purchase of the Preferred Stock, the
Subordinated Lender also received 420,651 warrants to purchase additional common
shares, which were equal to approximately 7% of the Company's outstanding common
stock after exercise at $3.25 per share. The warrants are exercisable until
August 31, 2007 and their term may be further extended under certain
circumstances.

         Failure of the Company to comply with the terms of the amended
agreement with the Senior Lender or the agreement with the Subordinated Lender
could result in a default under the terms of the agreements. Upon the occurrence
of an event of default, the lenders would be entitled to declare the amounts
outstanding, including accrued interest to be immediately due and payable. If
repayment of the Company's debt were to be accelerated, the Company cannot be
certain that its assets or liquidity would be sufficient to repay such debt.
Acceleration of such debt would also cause the Preferred Stock to become
immediately redeemable.


                                       11
<PAGE>   12

         Additionally, OTF has a demand agreement with a Canadian bank to
provide revolving credit facilities (the "Canadian Revolver") of up to CDN $20.0
million ($13.8 million), subject to certain covenant and borrowing base
requirements. The Canadian Revolver is collateralized by substantially all
assets of OTF. Interest on borrowings accrues at U.S. prime plus 0.75% (9.75% at
March 31, 2000) or Canadian prime plus 0.75% (7.75%), depending on the
denomination of the borrowings. The Canadian Revolver had an outstanding balance
of CDN $8.4 million ($5.8 million) as of March 31, 2000.

         Management believes that the combination of cash generated from ongoing
operating activities, the funding of the Preferred Stock, the realization of
recent reductions in overhead expenses, and the effects of the amendments to the
Revolver and the subordinated notes will enable the Company to meet its
obligations as they come due in 2000.

         As discussed previously, the Company has retained Rabobank as its
exclusive financial advisor to raise additional capital through the private sale
of equity or debt securities. The Company expects that any such capital raised
would be used primarily to refinance existing debt and possibly the Preferred
Stock. The Company also intends to arrange a new senior debt facility to replace
the current facility which expires in February 2001. There can be no assurance
that Rabobank will be able to raise additional capital or that the Company will
be able to arrange a new senior credit facility.

QUARTERLY RESULTS AND SEASONALITY

         The Company's business is somewhat seasonal, with its greatest
quarterly sales volume historically occurring in the fourth quarter. With the
change in the current mix of business resulting from the Company's divestitures
of certain specialty food service operations, the termination of the Sam's
agreement in November 2000 and the increasing effect of global sourcing,
seasonal fluctuations may diminish in future years. A substantial portion of the
Company's produce sales consists of staple items such as apples, oranges,
grapefruit, potatoes and onions, which are strongest during the fall, winter and
spring. The supply and quality of these items declines during the summer,
although lower sales of these items are partially replaced by more seasonal
products such as peaches, plums, nectarines, strawberries and melons. Sales of
refrigerated, prepackaged products, such as vegetable trays, are strongest
during the fourth quarter holiday season. In any given quarter, an adverse
development such as the unavailability of high quality produce or harsh weather
conditions could have a disproportionate impact on the Company's results of
operations for the full year.

INFLATION

         Although the Company cannot determine the precise effects of inflation,
management does not believe inflation has had a material effect on the Company's
sales or results of operations. However, independent of normal inflationary
pressures, the Company's produce products are subject to fluctuating prices
which result from factors discussed in "Quarterly Results and Seasonality"
above.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Foreign Exchange Risk. Our Canadian operations are subject to foreign
currency risk; however, we have not experienced any material foreign currency
transaction gains or losses during the last three fiscal years. Foreign currency
translation adjustments are recorded in our consolidated shareholders' equity as
accumulated comprehensive income. We manage foreign currency risk by maintaining
portfolios of currency denominated in the currency which is required to make
payments.

         Interest Rate Risk. Our senior credit facilities accrue interest at a
market rate at the time of borrowing plus an applicable margin on certain
borrowings. The interest rate is based on the lending bank's prime rate or the
Eurodollar rate. We manage our borrowings under our credit facilities each day
in order to minimize interest expense. The impact on the Company's results of
operations of a one-


                                       12
<PAGE>   13

percentage point interest rate change on the outstanding balance of the variable
rate debt as of March 31, 2000 would be immaterial.

         Commodity Pricing Risk. For reasons discussed previously, prices of
high quality produce can be extremely volatile. In order to reduce the impact of
these factors, we generally set our prices based on current delivered cost.

OUTLOOK AND UNCERTAINTIES

                  Certain information in this Quarterly Report on Form 10-Q may
contain "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are "forward-looking statements" for purposes of
these provisions, including any projections of earnings, revenues or other
financial items, any statements of the plans and objectives of management for
future operations, any statements concerning proposed new products or services,
any statements regarding future economic conditions or performance, and any
statement of assumptions underlying any of the foregoing. Although the Company
believes that the expectations reflected in its forward-looking statements are
reasonable, it can give no assurance that such expectations or any of its
forward-looking statements will prove to be correct, and actual results could
differ materially from those projected or assumed in the Company's
forward-looking statements. The Company's future financial condition and
results, as well as any forward-looking statements, are subject to inherent
risks and uncertainties, including, without limitation, potential limitations on
the Company's ability to pursue its business strategy and successfully integrate
acquired operations, the expiration of the agreement with its primary customer,
significant competition, general economic and market conditions, the
availability and cost of borrowed funds and limitations arising from the
Company's indebtedness, the ability to refinance its existing bank facility and
raise additional capital, government regulation, seasonality and dependence on
key management. Additional information concerning these and other risk factors
is contained in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, a copy of which may be obtained from the Company upon
request.

PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON 8-K

(a)      Exhibits

              Exhibit 10.1          Amended and Restated Note Agreement
                                    dated as of April 15, 2000 with respect to
                                    note agreement dated as of May 4, 1998
                                    between Fresh America Corp. and John Hancock
                                    Mutual Life Insurance Company.

              Exhibit 10.2          Amended and Restated Warrant Agreement
                                    dated as of April 15, 2000 with respect to
                                    warrant agreement dated as of May 4, 1998
                                    between Fresh America Corp. and John Hancock
                                    Mutual Life Insurance Company.

              Exhibit 10.3          Omnibus Subordinated Guarantee (Including
                                    Amendment and Restatement of Certain
                                    Existing guarantees) dated as of April 15,
                                    2000 between Fresh America Corp. and John
                                    Hancock Mutual Life Insurance Company.

              Exhibit 10.4          Securities Purchase Agreement dated as of
                                    April 15, 2000 between Fresh America, Corp.
                                    and John Hancock Mutual Life Insurance
                                    Company.

              Exhibit 27.1          Financial Data Schedule.

(b)      Reports on Form 8-K
         None.

Items 1, 2, 3, 4 and 5 of Part II are not applicable and have been omitted.


                                       13
<PAGE>   14

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

FRESH AMERICA CORP.
(Registrant)

 /s/ John Gray                                              Date: May 15, 2000
-------------------------------
John Gray
Executive Vice President and Chief Financial Officer


                                       14
<PAGE>   15

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
--------                           -----------
<S>                    <C>
 Exhibit 10.1          Amended and Restated Note Agreement dated as of April 15,
                       2000 with respect to note agreement dated as of May 4,
                       1998 between Fresh America Corp. and John Hancock Mutual
                       Life Insurance Company.

 Exhibit 10.2          Amended and Restated Warrant Agreement dated as of April
                       15, 2000 with respect to warrant agreement dated as of
                       May 4, 1998 between Fresh America Corp. and John Hancock
                       Mutual Life Insurance Company.

 Exhibit 10.3          Omnibus Subordinated Guarantee (Including Amendment and
                       Restatement of Certain Existing guarantees) dated as of
                       April 15, 2000 between Fresh America Corp. and John
                       Hancock Mutual Life Insurance Company.

 Exhibit 10.4          Securities Purchase Agreement dated as of April 15, 2000
                       between Fresh America, Corp. and John Hancock Mutual Life
                       Insurance Company.

 Exhibit 27.1          Financial Data Schedule.
</TABLE>