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 28, 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.

         As previously  scheduled and reported,  the foreclosure  sale involving
the assets of Azul  Holdings  Inc.  arising  out of the  uncured  default of the
Company's  $15,764,469  indebtedness to Tudor Trust was completed  today. At the
foreclosure  sale Tudor  Trust  purchased  all of the assets of the  Company for
$6,980,000 of principal  indebtedness.  The assets  purchased at the foreclosure
sale were  principally  composed  of the  common  stock of  Xyvision  Enterprise
Solutions,  Inc.,  an  independent  company which is not indebted to either Azul
Holdings or Tudor  Trust.  Tudor Trust has also been a  shareholder  of Xyvision
Enterprise  Solutions  and  accordingly  the  purchase  of its  stock  from Azul
Holdings  will increase its  ownership.  The change of ownership of the Xyvision
Enterprise Solutions stock will not affect that company or its business.

         Despite  the  Company's  communications  with a number of  persons  and
entities believed to have possible  interest in its assets,  there were no other
bidders at the foreclosure sale and the Company had been  unsuccessful  over the
past sixty  days,  since  being  notified  of the  default  and the  prospective
foreclosure,   in  developing   alternatives   for  resolving  the  Tudor  Trust
indebtedness. The amount paid by Tudor Trust for the assets was based upon third
party  transactions  and  evaluations  of the assets which were purchased at the
foreclosure  sale.  Tudor Trust has advised the Company  that if it can obtain a
bid for the assets  sold at the  foreclosure  sale by January  16, 2002 which is
higher  than the amount paid by Tudor  Trust,  Tudor  Trust will  reconvene  the
foreclosure sale in order to receive such bid and in order to possibly  increase
the amount bid by Tudor Trust.

         This  Current  Report on Form 8-K contains  forward-looking  statements
within the meaning of Section  21E of the  Securities  Exchange  Act of 1934 and
Section 27A of the  Securities  Act of 1933.  For this purpose,  any  statements
contained herein that are not statements of historical fact and statements as to
future  occurrence  containing  the word  "will" or similar  expressions  may be
deemed  to be  forward-looking  statements.  The risk  factors  set forth in the
Company's  Annual  Report on Form 10-K for the fiscal  year ended March 31, 2001
and the factors  discussed  under the  "Management's  Discussion and Analysis of
Financial  Condition  and  Results  of  Operations"  caption  in  the  Company's
Quarterly  Report on Form 10-QSB for the quarter ended  September 30, 2001 could
cause actual  results to differ  materially  from those  expressed or implied by
forward-looking  statements  made herein and  presented  elsewhere by management
from  time to  time.  Such  forward-looking  statements  represent  management's
current expectations and are inherently uncertain.  Investors are cautioned that
actual results may differ materially from management's expectations.


         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 28, 2001             AZUL HOLDINGS INC.

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