UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 11, 2000
Azul Holdings Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-14747 04-2751102
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4450 Arapahoe Avenue, Suite 100, Boulder, Colorado 80303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 448-8833
Not applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On December 11, 2000, Azul Holdings Inc. dismissed Richard A. Eisner &
Company, LLP ("Eisner") as its independent accountants. That dismissal was
approved by the Azul Holdings audit committee and board of directors.
As previously reported in the Azul Holdings Current Report on Form 8-K
dated February 28, 2000, Eisner was appointed as Azul Holdings' independent
accountants on February 28, 2000. The independent auditors' report of Eisner
dated May 12, 2000, except as to Note 17, the date of which is July 11, 2000, on
the Azul Holdings consolidated financial statements for the fiscal year ended
March 31, 2000 did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that the report included an explanatory paragraph stating
that "the Company has sustained recurring losses from operations, has a working
capital deficiency and a stockholders' deficit, and is in default on interest
payments on its 6% Convertible Subordinated Debentures, 15% Promissory Notes,
and its 4% Promissory Notes. These uncertainties raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty."
From the date of Eisner's appointment as Azul Holdings' independent
accountants through their dismissal on December 11, 2000, there were no
disagreements between Azul Holdings and Eisner on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which if not resolved to the satisfaction of Eisner would have caused
them to make reference to the subject matter thereof in connection with their
independent auditors' report.
The letter of Eisner to the SEC concerning its agreement with the
statements about them in this report is furnished as Exhibit 16.1 to this
report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is furnished as part of this
report:
Exhibit No. Description
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16.1 Letter from Richard A. Eisner & Company, LLP to the
Securities and Exchange Commission dated December 18, 2000
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SIGNATURE
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 18, 2000 AZUL HOLDINGS INC.
By: /s/ Edward S. Whitman
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Edward S. Wittman
Vice President, Chief Financial
Officer, Treasurer and Secretary
