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): January 10, 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.)

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 January 10, 2001, Azul Holdings Inc.  engaged  Deloitte & Touche LLP
as its new independent accountants.  The Azul Holdings audit committee and board
of  directors  approved  this new  engagement.  Deloitte & Touche  LLP  replaces
Richard  A.  Eisner &  Company,  LLP,  who as  previously  reported  in the Azul
Holdings  Current  Report on Form 8-K dated  December 11, 2000 was  dismissed as
independent accountants for Azul Holdings.


         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:  January 16, 2001                      AZUL HOLDINGS INC.

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