Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                      SEC FILE NUMBER 000-14747
                                                      CUSIP NUMBER 05500Q106000

(Check One):

[X] Form 10-K              [   ] Form 20-F                    [   ] Form 11-K
[   ] Form 10-Q            [   ] 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:  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):

         6671 Gunpark Drive, Suite 100
         Boulder, CO 80301

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.

         As previously  reported in current  reports on Form 8-K dated  December
11, 2001 and January 10, 2001 the  Registrant  changed  independent  accountants
during the fiscal year ended March 31, 2001. In connection  with the preparation
of the Annual Report on Form 10-K for the year ended March 31, 2001,  additional
time is needed to  provide  our  current  auditor  and  predecessor  independent
auditors  sufficient  time to review  and  comment  on our Form 10-K and for the
Registrant to incorporate the auditors' comments as appropriate.


(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: June 29, 2000                By:      /s/ Edward S. Wittman
                                            Edward S. Wittman
                                            Vice President and Chief Financial