Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                      SEC FILE NUMBER 000-14747
                                                      CUSIP NUMBER 05500Q106000

(Check One):

[   ] Form 10-K            [   ] Form 20-F                    [   ] Form 11-K
[X] Form 10-Q              [   ] Form N-SAR

For Period Ended: December 31, 2000

[   ] 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:  Not applicable

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

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


Full Name of Registrant: Azul Holdings Inc.

Former Name if Applicable: Not Applicable

Address of Principal Executive Office (Street and Number):

         4450 Arapahoe Avenue, Suite 100
         Boulder, CO 80303

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) [X]

         (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

         (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, or 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.


State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

         Events  subsequent  to the end of the quarter  covered by this  filing,
including the selection of new  independent  accountants  as reported in Current
Reports  on  Form  8-K,  as  well  as  subsequent  acquisition  and  divestiture
transactions,  resulted in the  requirement  of  additional  time to ensure that
appropriate  accounting  and  disclosure  items are  reflected  properly  in the
Quarterly Report on From 10-Q.


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

         Edward S. Wittman
         (303) 447-8584

(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  report(s)  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 statements 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
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                               Azul Holdings Inc.
                  (Name of Registrant as Specified in Charter)

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

Date: February 15, 2000      By:   /s/ Edward S. Wittman
                                   Edward S. Wittman
                                   Vice President and Chief Financial Officer
                                   Officer, Treasurer and Secretary