UNITED STATES
SECURITIES AND UNITED STATES EXCHANGE COMMISSION
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, 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:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Azul Holdings Inc.
Former Name if Applicable: Xyvision, Inc.
Address of Principal Executive Office (Street and Number):
4450 Arapahoe Avenue, Suite 100
Boulder, CO 80303
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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.
PART III - NARRATIVE
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.
Since March 31, 2000, the Registrant has hired a new Chief Financial
Officer, is working to complete its first audit with a new independent
audit firm; and has moved its principal executive office form
Massachusetts to Colorado.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
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?
[X] Yes [ ] No
<PAGE>
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.
Consolidated financial statements for the fiscal year ending March 31,
2000, are expected to reflect a slight decrease in revenues from the
previous year, from $10.5 million in FY 1999 to approximately $9.5
million in FY 2000.
Net Loss from Operations is expected to decrease to approximately
$700,000 in FY 2000 from $7.2 million in FY 1999 principally due to
allocation of loss to the minority interests in the Registrant's
majority owned subsidiary and recognition of a gain on capital
transactions of the Registrant's majority owned subsidiary.
<PAGE>
Azul Holdings Inc.
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(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 30, 2000 By: /s/ Edward S. Wittman
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Edward S. Wittman
Vice President and Chief Financial Officer
