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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 20, 2001

                               Azul Holdings Inc.
             (Exact name of registrant as specified in its charter)


         Delaware               000-14747               04-2751102
(State or other jurisdiction   (Commission              (IRS Employer
       of incorporation)       File Number)         Identification No.)


6671 Gunpark Drive, Suite 100, Boulder, Colorado                80301
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code: (303) 448-8833


                                 Not applicable
          (Former name or former address, if changed since last report)


<PAGE>


Item 5.    Other Events.

         With respect to Note 3 to Azul Holdings Inc.'s financial statements for
the six months ended  September 30, 2001 contained in Azul Holdings  Inc.'s Form
10-QSB for the period ended  September 30, 2001  describing Azul Holdings Inc.'s
indebtedness to Tudor Trust, the default thereon and a possible foreclosure sale
with respect  thereto,  it should be clarified and understood  that such default
and any such foreclosure sale may affect Azul Holdings Inc.'s ownership of stock
of Xyvision Enterprise Solutions, Inc. and of preferred units of NanoFrames, LLC
but should not have any adverse effect on Xyvision  Enterprise  Solutions,  Inc.
itself or on NanoFrames,  LLC itself. Xyvision Enterprise Solutions, Inc. is not
indebted to Tudor Trust or to Azul  Holdings  Inc. and a possible  change in the
ownership  of its  stock  now held by Azul  Holdings  Inc.,  and a change in the
relationship  between  Tudor Trust and Azul  Holdings  Inc.,  will not adversely
affect the assets or business of Xyvision Enterprise Solutions, Inc.


                                    SIGNATURE

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


Date:  November 20, 2001            AZUL HOLDINGS INC.


                                                     By: /s/ Jeffrey L Neuman
                                                         ---------------------
                                                          Jeffrey L. Neuman
                                                          President
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{"company-data": {"conformed-name": "AZUL HOLDINGS INC", "cik": "0000721080", "assigned-sic": "7373", "irs-number": "042751102", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14747", "film-number": "1796888"}, "business-address": {"street1": "4450 ARAPAHOE AVE", "street2": "SUITE 100", "city": "BOULDER", "state": "CO", "zip": "80307", "phone": "7817565231"}, "mail-address": {"street1": "4450 ARAPAHOE AVE", "street2": "SUITE 100", "city": "BOULDER", "state": "CO", "zip": "80307"}, "former-company": {"former-conformed-name": "XYVISION INC", "date-changed": "19920703"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 20, 2001

                               Azul Holdings Inc.
             (Exact name of registrant as specified in its charter)

         Delaware               000-14747               04-2751102
(State or other jurisdiction   (Commission              (IRS Employer
       of incorporation)       File Number)         Identification No.)

6671 Gunpark Drive, Suite 100, Boulder, Colorado                80301
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (303) 448-8833

                                 Not applicable
          (Former name or former address, if changed since last report)
Item 5.    Other Events.

         With respect to Note 3 to Azul Holdings Inc.'s financial statements for
the six months ended  September 30, 2001 contained in Azul Holdings  Inc.'s Form
10-QSB for the period ended  September 30, 2001  describing Azul Holdings Inc.'s
indebtedness to Tudor Trust, the default thereon and a possible foreclosure sale
with respect  thereto,  it should be clarified and understood  that such default
and any such foreclosure sale may affect Azul Holdings Inc.'s ownership of stock
of Xyvision Enterprise Solutions, Inc. and of preferred units of NanoFrames, LLC
but should not have any adverse effect on Xyvision  Enterprise  Solutions,  Inc.
itself or on NanoFrames,  LLC itself. Xyvision Enterprise Solutions, Inc. is not
indebted to Tudor Trust or to Azul  Holdings  Inc. and a possible  change in the
ownership  of its  stock  now held by Azul  Holdings  Inc.,  and a change in the
relationship  between  Tudor Trust and Azul  Holdings  Inc.,  will not adversely
affect the assets or business of Xyvision Enterprise Solutions, Inc.

                                    SIGNATURE

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

Date:  November 20, 2001            AZUL HOLDINGS INC.

                                                     By: /s/ Jeffrey L Neuman
                                                         ---------------------
                                                          Jeffrey L. Neuman
                                                          President