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): December 11, 2000

                               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.)


4450 Arapahoe Avenue, Suite 100, Boulder, Colorado              80303
--------------------------------------------------            ----------
    (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 4.  Changes in Registrant's Certifying Accountant.

         On December 11, 2000, Azul Holdings Inc.  dismissed Richard A. Eisner &
Company,  LLP  ("Eisner") as its  independent  accountants.  That  dismissal was
approved by the Azul Holdings audit committee and board of directors.

         As previously  reported in the Azul Holdings Current Report on Form 8-K
dated  February 28, 2000,  Eisner was  appointed as Azul  Holdings'  independent
accountants on February 28, 2000.  The  independent  auditors'  report of Eisner
dated May 12, 2000, except as to Note 17, the date of which is July 11, 2000, on
the Azul Holdings  consolidated  financial  statements for the fiscal year ended
March 31, 2000 did not contain an adverse  opinion or a  disclaimer  of opinion,
and was not qualified or modified as to uncertainty,  audit scope, or accounting
principles,  except that the report  included an explanatory  paragraph  stating
that "the Company has sustained recurring losses from operations,  has a working
capital  deficiency and a stockholders'  deficit,  and is in default on interest
payments on its 6% Convertible  Subordinated  Debentures,  15% Promissory Notes,
and its 4% Promissory Notes. These  uncertainties  raise substantial doubt about
the Company's ability to continue as a going concern.  The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty."

         From the date of Eisner's  appointment  as Azul  Holdings'  independent
accountants  through  their  dismissal  on  December  11,  2000,  there  were no
disagreements  between  Azul  Holdings  and Eisner on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which if not resolved to the satisfaction of Eisner would have caused
them to make reference to the subject  matter  thereof in connection  with their
independent auditors' report.

         The  letter of  Eisner to the SEC  concerning  its  agreement  with the
statements  about  them in this  report is  furnished  as  Exhibit  16.1 to this
report.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.  The  following  exhibit  is  furnished  as part of this
         report:

         Exhibit No.                     Description
         ----------                    ----------------
         16.1         Letter from Richard A. Eisner & Company, LLP to the
                      Securities and Exchange Commission dated December 18, 2000


<PAGE>


                                    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:  December 18, 2000                    AZUL HOLDINGS INC.


                                            By: /s/ Edward S. Whitman
                                                --------------------------------
                                                Edward S. Wittman
                                                Vice President, Chief Financial
                                                Officer, Treasurer and Secretary
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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": "791164"}, "business-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01867", "phone": "7817565231"}, "mail-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01880"}, "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): December 11, 2000

                               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.)

4450 Arapahoe Avenue, Suite 100, Boulder, Colorado              80303
--------------------------------------------------            ----------
    (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 4.  Changes in Registrant's Certifying Accountant.

         On December 11, 2000, Azul Holdings Inc.  dismissed Richard A. Eisner &
Company,  LLP  ("Eisner") as its  independent  accountants.  That  dismissal was
approved by the Azul Holdings audit committee and board of directors.

         As previously  reported in the Azul Holdings Current Report on Form 8-K
dated  February 28, 2000,  Eisner was  appointed as Azul  Holdings'  independent
accountants on February 28, 2000.  The  independent  auditors'  report of Eisner
dated May 12, 2000, except as to Note 17, the date of which is July 11, 2000, on
the Azul Holdings  consolidated  financial  statements for the fiscal year ended
March 31, 2000 did not contain an adverse  opinion or a  disclaimer  of opinion,
and was not qualified or modified as to uncertainty,  audit scope, or accounting
principles,  except that the report  included an explanatory  paragraph  stating
that "the Company has sustained recurring losses from operations,  has a working
capital  deficiency and a stockholders'  deficit,  and is in default on interest
payments on its 6% Convertible  Subordinated  Debentures,  15% Promissory Notes,
and its 4% Promissory Notes. These  uncertainties  raise substantial doubt about
the Company's ability to continue as a going concern.  The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty."

         From the date of Eisner's  appointment  as Azul  Holdings'  independent
accountants  through  their  dismissal  on  December  11,  2000,  there  were no
disagreements  between  Azul  Holdings  and Eisner on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which if not resolved to the satisfaction of Eisner would have caused
them to make reference to the subject  matter  thereof in connection  with their
independent auditors' report.

         The  letter of  Eisner to the SEC  concerning  its  agreement  with the
statements  about  them in this  report is  furnished  as  Exhibit  16.1 to this
report.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.  The  following  exhibit  is  furnished  as part of this
         report:

         Exhibit No.                     Description
         ----------                    ----------------
         16.1         Letter from Richard A. Eisner & Company, LLP to the
                      Securities and Exchange Commission dated December 18, 2000
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:  December 18, 2000                    AZUL HOLDINGS INC.

                                            By: /s/ Edward S. Whitman
                                                --------------------------------
                                                Edward S. Wittman
                                                Vice President, Chief Financial
                                                Officer, Treasurer and Secretary