UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

Commission File Number: 0-14819
                       ----------
(Check One):  [X] Form 10-K and Form 10-KSB   [ ] Form 10-Q and Form 10-QSB
              [ ] Form 20-F  [ ] Form 11-K    [ ] Form N-SAR

For Period Ended: March 31, 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:

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

PART I - REGISTRANT INFORMATION


                          Rent-A-Wreck of America, Inc.
                          -----------------------------
                             Full Name of Registrant

                                       N/A
                            -------------------------
                            Former Name if Applicable

                            10324 South Dolfield Road
            ---------------------------------------------------------
            Address of Principal Executive Office (Street and Number)

                          Owings Mills, Maryland 21117
                          ----------------------------
                            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)

          (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, 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 the Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB,  N-SAR, or other transition  report or portion
thereof, could not be filed within the prescribed period.

The  Registrant  cannot timely file its Form 10-KSB for the year ending on March
31,  2001  because  it is still  completing  its  Form  10-KSB  and the  related
exhibits.  The Company is completing its audit and expects to report net revenue
of approximately $6,846,345 and net income of approximately of $243,513.

PART IV - OTHER INFORMATION

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

           Ms. Mitra Ghahramanlou         800           421-7253, X143
           -------------------------------------------------------------
           (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 reports), been filed. If answer is no,
     identify report(s).                                          [X] YES [ ] 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 statement to be included in the subject report or portion thereof?
                                                                  [ ] YES [X] NO

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

                          Rent-A-Wreck of America, Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date: June 27, 2001                    By: /s/ Mitra Ghahramanlou
                                          --------------------------------------
                                          Mitra Ghahramanlou,
                                          Chief Accounting Officer