<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[x] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the period ended June 30, 2001.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from January 1, 2001 to June 30, 2001.

Commission file number 0-29098



                                  NAVIDEC, INC.
             (Exact name of Registrant as specified in its charter)

     COLORADO                                                33-0502730
     (State or other                                         (IRS Employer
     jurisdiction of                                         Identification No.)
     incorporation)



   6399 S. Fiddler's Green Circle, Suite 300 Greenwood Village, Colorado 80111
                    (Address of principal executive offices)

                   Registrant's telephone number: 303-222-1000

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of August 14, 2001, Registrant had 11,640,000 shares of common stock
outstanding







<PAGE>   2


                                  NAVIDEC, INC.

                                      INDEX

PART I. FINANCIAL INFORMATION
===============================

Item 1.  Financial Statements (Unaudited)

     Balance Sheets as of June 30, 2001 and December 31, 2000

     Statements of Operations, Three and six months ended June 30, 2001 and 2000

     Statements of Cash Flows, Six months ended June 30, 2001 and 2000

     Notes to Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
     of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk


PART II. OTHER INFORMATION
============================

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults Upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K


This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties, including those identified in the section of this Form
10-Q entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Factors That May Affect Future Operating Results,"
which may cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this Form 10-Q
are identified by words such as "believes," "anticipates," "expects," "intends,"
"may," "will" and other similar expressions. However, these words are not the
exclusive means of identifying such statements. In addition, any statements
which refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. The Company undertakes
no obligation to publicly release the results of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
occurring subsequent to the filing of this Form 10-Q with the Securities and
Exchange Commission ("SEC"). Readers are urged to carefully review and consider
the various disclosures made by the Company in this report and in the Company's
other reports filed with the SEC that attempt to advise interested parties of
the risks and factors that may affect the Company's business.


--------------------------------------------------------------------------------

<PAGE>   3


                         PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                                  NAVIDEC, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                          December 31,            June 30,
 ASSETS                                                                       2000                  2001
                                                                              ----                  ----
   CURRENT ASSETS:                                                                           (Unaudited)
<S>                                                                         <C>                   <C>
     Cash and cash equivalents                                              $3,475                $4,853
     Investment in debt securities                                           2,990                    --
     Accounts receivable, net of allowance for doubtful
       accounts of $307 and $315, respectively                               4,908                 4,826
     Costs and estimated earnings in excess of billings                      1,545                   540
     Inventory                                                                 586                   501
     Deferred taxes                                                          6,395                    --
     Notes receivable                                                        3,700                 1,500
     Prepaid expenses and other                                                565                   180
                                                                               ---                   ---
       Total current assets                                                 24,164                12,400

   PROPERTY AND EQUIPMENT, net                                               6,379                 5,917

   OTHER ASSETS:
     Investments                                                             1,964                    33
     Investment in CarPoint                                                 56,670                   588
                                                                            ------                   ---
       Total other assets                                                   58,634                   621
                                                                            ------                   ---

     TOTAL ASSETS                                                          $89,177               $18,938
                                                                           =======               =======

LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES:
     Accounts payable                                                       $2,362                $1,601
     Accrued liabilities                                                     3,030                 2,967
     Current borrowings                                                      1,028                   914
     Deferred revenue                                                          416                   955
     Other current liabilities
                                                                              ----                   ---
       Total current liabilities                                             6,836                 6,437
LONG TERM BORROWINGS, net of current portion                                 1,242                    97
OTHER LIABILITIES                                                           20,532                    --

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
       Common stock, no par value, 20,000 shares authorized:
       Voting, 10,939 and 10,939 shares outstanding, respectively           53,775                53,775
      Nonvoting, 701 and 701 shares outstanding, respectively                5,817                 5,817
      Warrants for common stock                                              1,141                 1,141
      Accumulated other comprehensive income                                   792                     5
      Accumulated deficit                                                     (958)              (48,334)
                                                                              ----              --------
       Total stockholders' equity                                           60,567                12,404
                                                                            ------                ------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                       $89,177               $18,938
                                                                           =======               =======
</TABLE>



<PAGE>   4

   THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL
                         PART OF THESE BALANCE SHEETS.


                                  NAVIDEC, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Three Months Ended          Six Months Ended
                                                                   June 30,                   June 30,
                                                             2000          2001         2000            2001
                                                             ----          ----         ----            ----

<S>                                                       <C>           <C>          <C>              <C>
REVENUE                                                   $  7,648      $ 4,543      $14,205         $13,151
COST OF REVENUE                                              3,862        2,312        7,289           7,276
                                                            ------       ------       ------          ------
GROSS PROFIT                                                 3,786        2,231        6,916           5,875

OPERATING EXPENSES:
   Product development                                       1,886        1,541        3,289           3,124
   General and administrative                                3,005        2,583        5,958           4,999
   Sales and marketing                                       5,041        2,473        9,401           5,373
   Restructuring expenses                                       --        1,214           --           2,020
   Loss on impairment of capital lease assets                   --          182           --             182
   Depreciation and amortization                             1,366          750        2,162           1,393
                                                            ------       ------       ------          ------
     Total operating expenses                               11,298        8,743       20,810          17,091
                                                            ------       ------       ------          ------
LOSS FROM OPERATIONS                                        (7,512)      (6,512)     (13,894)        (11,216)

OTHER INCOME (EXPENSE):
   Other Income                                                 92           (2)         335             294
   DriveOff.com debt conversion cost                        (5,195)          --       (5,195)             --
   Gain on conversion of DriveOff.com debt to equity        18,291           --       18,291              --
   Loss on CarPoint investment                                  --       (1,420)          --         (44,904)
                                                            ------       ------       ------          ------
     Total other income, net                                13,188       (1,422)      13,431         (44,610)
                                                            ------       ------       ------          ------

NET INCOME (LOSS) BEFORE TAXES
   AND EXTRAORDINARY GAIN                                    5,676       (7,934)        (463)        (55,826)
INCOME TAX BENEFIT                                              --           --           --           8,000
                                                            ------       ------       ------          ------
NET INCOME (LOSS) BEFORE
   EXTRAORDINARY ITEM                                        5,676       (7,934)        (463)        (47,826)


GAIN ON REDUCTION OF DEBT                                       --          450           --             450
                                                            ------       ------       ------          ------
NET INCOME (LOSS)                                          $ 5,676     $ (7,484)     $  (463)       $(47,376)

NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS
Per Share basic                                            $   .52     $   (.68)     $  (.04)       $  (4.11)
                                                            ======       ======       ======          ======
Per Share diluted                                          $   .49     $   (.68)     $  (.04)       $  (4.11)
                                                            ======       ======       ======          ======

NET INCOME (LOSS)
Per Share basic                                            $   .52     $   (.64)     $  (.04)       $  (4.07)
                                                            ======       ======       ======          ======
Per Share diluted                                          $   .49     $   (.64)     $  (.04)       $  (4.07)
                                                            ======       ======       ======          ======

WEIGHTED AVERAGE
SHARES OUTSTANDING:
Basic                                                       11,011       11,640       10,980          11,640
Diluted                                                     11,702       11,640       10,980          11,640
</TABLE>



<PAGE>   5

   THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL
                           PART OF THESE STATEMENTS.

                                  NAVIDEC, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                              Six Months Ended
                                                                                  June 30,
                                                                    2000                            2001
                                                                    ----                            ----
<S>                                                                <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income (loss)                                               $ (463)                      $(47,376)
   Adjustments to reconcile net income (loss) to net
     cash used in operating activities:
       Depreciation and amortization                                2,162                          1,393
       Extraordinary gain                                               -                           (450)
       Conversion of Driveoff.com debt                            (13,096)                            --
       Loss on CarPoint investment                                     --                         44,904
       Loss on impairment of assets                                    --                            182
       Income tax benefit                                              --                         (8,000)
       Provision for bad debt expense                                 362                            324
       Realized gain on investment                                     --                           (208)
       Other                                                          109                             --

    Changes in operating assets and liabilities:
       Accounts receivable                                         (2,079)                          (242)
       Costs and estimated earnings in excess of billings          (3,483)                         1,005
       Inventory                                                       44                             85
       Prepaid expenses and other assets                              387                            385
       Accounts payable                                            (2,353)                          (761)
       Bank overdrafts                                                 36                             --
       Deferred revenue                                               299                            539
       Accrued liabilities and other                                 (333)                           (63)
                                                                  --------                        -------
   Net cash used in operating activities                          (18,408)                        (8,283)
                                                                  --------                        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property, equipment and software                  (3,119)                        (1,113)
     Proceeds from Sale of assets                                      --                            100
     Capitalized software development costs                        (1,078)                            --
     Repayments of notes receivable                                    --                          2,200
     Funding of notes receivable                                   (2,200)                            --
     Settlement of costs on sale of CarPoint                           --                            815
     Fundings of notes receivable-related parties                      --                           (528)
     Proceeds from the sale of marketable debt securities           2,459                          2,990
     Sale (purchase) of equity investments                           (563)                         7,742
     Other                                                           (212)                            --
                                                                   -------                       -------
   Net cash provided by (used in) investing activities             (4,713)                        10,576
                                                                   -------                       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on notes payable and capital lease obligations          (67)                          (915)
     Proceeds from issuance of common stock and warrants              606                             --
                                                                  -------                         -------
   Net cash provided by financing activities                          539                           (915)
                                                                  -------                         -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                         (22,582)                         1,378

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     35,860                          3,475
                                                                   ------                          -----

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $  13,278                       $  4,853
                                                                =========                         ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
     Cash paid for interest                                     $     115                       $     90
     Equipment acquired under capital lease                           875                            126

</TABLE>

   THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL
                           PART OF THESE STATEMENTS.






<PAGE>   6


                          NOTES TO FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION AND MANAGEMENT OPINION

The unaudited financial statements and related notes to the financial statements
presented herein have been prepared by the management of Navidec, Inc. and
subsidiary (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying financial statements
were prepared in accordance with the accounting policies used in the preparation
of the Company's audited financial statements included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2000, and should be read in
conjunction with such financial statements and notes thereto.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary for a fair presentation of operating
results for the interim period presented have been made.


 COMPREHENSIVE INCOME

Comprehensive income includes net income or loss and changes in equity from
non-owner transactions. The Company's comprehensive losses for the three-month
period and six-month period ended June 30, 2000 and 2001 were:

                                                   For the Three Months Ended
                                                            June 30
                                                        (in thousands)
                                                 2000                     2001
                                                 ----                     ----

Net income (loss)                              $5,676                  $(7,484)
Unrealized gain, net of taxes
  and reclassification adjustments                361                        1
                                               ------                  -------
Comprehensive income (loss)                    $6,037                  $(7,483)


                                                    For the Six Months Ended
                                                             June 30
                                                          (in thousands)
                                                 2000                     2001
                                                 ----                     ----

Net loss                                        $(463)                 $(47,376)
Unrealized gain (loss), net of taxes
  and reclassification adjustments                410                      (787)
                                                -----                  --------
Comprehensive income (loss)                     $ (53)                 $(48,163)
                                                =====                  ========


The unrealized gain (losses) for the three and six month periods ended June 30,
2001 are net of reclassification adjustments of $0 and $787,000, respectively.
There were no reclassification adjustments in 2000.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB"), issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities"). SFAS No. 133 establishes
accounting and reporting standards for derivative financial instruments and
hedging activities related to those instruments as well as other hedging
activities. The adoption of SFAS No. 133 as of January 1, 2001, had no effect on
the Company's financial position or results of operations.

In June 2001 the FASB issued SFAS No. 141, "Business Combinations." Under this
statement all business combinations must be accounted for under the purchase
method. The pooling method is no longer allowed. The statement also establishes
criteria to assess when to recognize intangible assets separately from goodwill.
SFAS No. 141 is effective for business combinations initiated after June 30,
2001.At this time



<PAGE>   7

the Company has no pending business combinations that would be affected by the
adoption of this statement.

In June 2001 the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." The statement addresses how goodwill and other intangible assets should
be accounted for when acquired by some means other than a business combination.
It also addresses the accounting for and disclosure about goodwill and other
intangible assets after they have been initially recognized in the financial
statements and provides specific guidance for testing goodwill and other
intangible assets for impairment. This statement is effective for fiscal years
beginning after December 15, 2001. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company's
financial position or results of operations.

In July 2001 the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement requires companies to recognize the fair value of
an asset retirement liability in the financial statements by capitalizing that
cost as part of the cost of the related long-lived asset. The asset retirement
liability should then be allocated to expense by using a systematic and rational
method. The statement is effective for fiscal years beginning after June 15,
2002. Adoption of this statement is not expected to have a significant impact on
the Company's financial statements

COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS

Costs and estimated earnings in excess of billings as of June 30, 2001 and 2000
are comprised of the following (in thousands):

                                                                 JUNE 30,
                                                          ----------------------
                                                            2001           2000
                                                            ----           ----
        Costs incurred on contracts in progress           $  628         $1,375
        Estimated earnings                                   868          2,256
                                                           -----          -----
                                                           1,496          3,631

        Less progress billings                               956          2,086
                                                           -----          -----
                                                          $  540         $1,545
                                                           =====          =====

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market, and
consist primarily of products held for resale and use in on-line solutions.

NET INCOME (LOSS) PER SHARE

Basic net loss per share is computed by dividing net loss available to common
shareholders for the period by the weighted average number of common shares
outstanding for the period. Diluted net loss per share is computed by dividing
the net loss for the period by the weighted average number of common and
potential common shares outstanding during the period if the effect of the
potential common shares is dilutive.

A reconciliation of the shares used for basic and diluted per share computations
follows (in thousands):

                                                  Three Months Ended
                                                     June 30, 2000
                                                  ------------------
        Weighted average shares                         11,011
        Stock options and warrants                         691
                                                       -------
        Diluted shares                                  11,702
                                                       =======


--------------------------------------------------------------------------------

<PAGE>   8

The Company has excluded the weighted average effect of common stock issuable
upon conversion of all warrants and stock options from the computation of
diluted earnings per share for all periods in fiscal 2001 and the six months
ended June 30, 2000 as the effect of all such securities is anti-dilutive.
Potential common shares excluded because their effect was anti-dilutive are as
follows (in thousands):

            Three Months Ended                  Six Months Ended
                June 30,                            June 30,
                  2001                      2001              2000
                  ----                      ----              ----
                 1,448                     1,448               964


(2) SEGMENT REPORTING

The Company has operated in three different segments: eSolutions, DriveOff.com
("Automotive") and Product Distribution. With the sale of DriveOff.com in
October 2000, the Company now operates solely in the eSolutions and Product
Distribution segments. Management has chosen to organize the Company around
these segments based on differences in products and services.

eSolutions provides custom solutions, including the architecture, design,
development and integration of high tech solutions, utilizing web technology.
Product Distribution provides the resale and configuration of third party
software and hardware components, graphical printers and supplies.

Segment operations are measured consistent with the accounting policies used in
these consolidated financial statements.


The following provides information on the Company's segments (unaudited):


                           For the Three Months Ended
                                  June 30, 2001
                                 (in thousands)

                                             Product
                              eSolutions   Distribution   Corporate      Total
                              ----------   ------------   ---------      -----

Revenues from external
customers ............          $4,418        $125         $   --        $4,543

Loss from operations .         $(4,330)       $(36)       $(2,146)(1)   $(6,512)

Identifiable assets ..          $5,737        $162        $13,039(2)    $18,938
<PAGE>   9





                           For the Three Months Ended
                                  June 30, 2000
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                     Product
                               eSolutions        DriveOff.Com      Distribution      Corporate     Total
                               ----------        ------------      ------------      ---------     -----

<S>                              <C>                 <C>               <C>         <C>           <C>
Revenues from external           $7,045              $261              $342             --       $7,648
customers ............

Loss from operations .          $(1,076)          $(4,918)            $(152)        $(1,366)(1) $(7,512)

Identifiable assets ..           $9,849            $6,785              $194         $33,672 (2) $50,500

</TABLE>


                            For the Six Months Ended
                                  June 30, 2001
                                 (in thousands)
<TABLE>
<CAPTION>

                                                       Product
                               eSolutions            Distribution      Corporate       Total
                               ----------            ------------      ---------       -----

<S>                              <C>                 <C>               <C>            <C>
Revenues from external
customers ............           $12,844             $307              $    --         $13,151

Loss from operations .           $(7,480)           $(141)             $(3,595)(1)    $(11,216)

Identifiable assets ..            $5,737             $162              $13,039 (2)     $18,938

</TABLE>


                            For the Six Months Ended
                                  June 30, 2000
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                     Product
                               eSolutions        Driveoff.Com      Distribution      Corporate     Total
                               ----------        ------------      ------------      ---------     -----

<S>                              <C>                  <C>              <C>         <C>           <C>
Revenues from external           $13,051              $516             $638             --       $14,205
customers ............

Loss from operations .           $(1,219)         $(10,252)           $(261)       $(2,162)     $(13,894)

Identifiable assets ..            $9,849            $6,785             $194        $33,672       $50,500

</TABLE>


(1) Corporate loss from operations represents depreciation expense,
restructuring charges and impairment of assets.

(2) Corporate assets are those that are not directly identifiable to a
particular segment and includes cash, restricted cash, property and equipment
and prepaids and other assets.

(3) NOTES RECEIVABLE RELATED PARTIES

In January of 2001, the Company funded promissory notes due from management and
shareholders totaling $500,000. These notes carried an interest rate of 5.9%
payable annually. The notes were secured by a right




<PAGE>   10
to proceeds agreement that required the payment of the notes upon the sale of
the CarPoint, Inc. stock held by the Company. These notes receivable were
settled in conjunction with the sale of the CarPoint, Inc. stock in May 2001.
These notes receivable were settled in conjunction with the sale of the CarPoint
stock in May 2001. The receivables were netted against the amounts otherwise
payable to these individuals for their involvement in the initial sale of
DiveOff.com in September 2000, and the sale of CarPoint stock in May 2001.

(4) NOTES RECEIVABLE IN DEFAULT

In March, June, July and August of 2000, the Company funded four Promissory
Notes to Westar Financial, Inc. for $1.2 million, $1 million, $1 million and
$500,000, respectively. The notes carried an interest rate of 9% annually and
are unsecured. The March and June notes were paid in full at the scheduled due
dates of March 31, 2001 and June 5, 2001. The July 2000 note was due on July 5,
2001 and has not been paid by Westar Financial. Management has been in
negotiations with Westar Financial and believes the remaining principle balance,
plus accrued interest at June 30, 2001, will be paid in full. However, it is at
least reasonably possible that the Company will recognize a loss on some or all
of the remaining balance in the third quarter. Accrued interest on the two
remaining notes receivable of $1,500,000 as of June 30, 2001 was $126,863.

(5) RESTRUCTURING AND OTHER RELATED CHARGES

During the first six months of 2001, Navidec recorded restructuring and other
related charges of approximately $2.0 million for headcount reductions. These
restructuring charges were taken to align Navidec's cost structure with changing
market conditions and to create a more flexible and efficient organization. The
plan resulted in a headcount reduction of approximately 80 employees, which was
comprised 60% of non-billable staff and 40% of billable staff.

The $2.0 million charge was paid to the terminated employees during the six
months ended June 30, 2001.


(6) CARPOINT INVESTMENT

In March 2001, Navidec concluded there had been an other than temporary
impairment in its Carpoint investment and wrote-down its shares to their
estimated fair value of $0.63 per share. This write-down resulted in a charge of
approximately $43.5 million in the quarter ended March 31, 2001.

In May 2001, Navidec sold 12,258,300 shares of CarPoint, Inc. for net proceeds
of $6.9 million. The sale of the stock resulted in a recognized loss on sale of
the investment of $858,000. The Company continues to hold 1,050,000 shares
valued at $588,000. The remaining shares where written-down to $0.56 per share,
the price received for the shares sold. This resulted in a charge of $49,000 for
the quarter ended 2001.

(7) REDUCTION OF DEBT

In May 2001 the Company came to an agreement with an unsecured creditor to
settle its note payable with a carrying amount of $793,000 for $250,000 and
monthly payments through December 2001 of $13,333. The settlement resulted in an
extraordinary gain of $450,000.

(8) IMPAIRMENT OF ASSETS

During the quarter ended June 30, 2001, the Company took an impairment charge of
$182,000 to write down leased work stations to their estimated fair value of
$75,000. Fair value was determined based upon current negotiations to sell the
workstations.


(9) SETTLEMENT OF COSTS ASSOCIATED WITH SALE OF CARPOINT

In May 2001, the Company's Board of Directors authorized the payment of a bonus
of approximately $513,000 for the completion of the sale of 12,258,300 shares of
Carpoint.




<PAGE>   11


Item 2.

OVERVIEW

Navidec is an innovative e-solutions and services provider. By combining
creative, technical and consulting expertise, Navidec designs, builds and
manages comprehensive end-to-end e-solutions for a diverse range of customers.
This focused approach enables its customers to rapidly move their Internet
operations from a basic web presence toward an integrated e-business. By
leveraging our expertise, we provide our customers with proven solutions and
help them integrate Internet-based solutions into their existing business
strategies.

Initially formed in July 1993 as a value-added reseller of computer products
under the name of ACI Systems, Inc., the Company was renamed Navidec, Inc., in
July 1996, after its merger with Interactive Planet, Inc., a designer and
developer of Internet web sites. In July 1997, TouchSource, Inc., a designer and
developer of interactive kiosks was acquired. These acquisitions significantly
enhanced Navidec's business model by combining expertise in traditional
marketing and distribution with Internet/Intranet technology. In December 1998,
Navidec acquired CarWizard.com and LeaseSource.com, two prominent online
automotive sites, in order to expand Navidec's online automotive presence.

During 2001, Navidec generated revenues from two divisions: eSolutions and
product distribution. The majority of the eSolutions revenue was generated from
fixed-price, fixed-time contracts; the Company has employed an iterative (or
"time and materials") approach to new engagement. In developing these contracts,
consideration is given to the technical complexity of the engagement, the
resources required to complete the engagement and the extent to which we will be
able to deploy internally developed software tools to deliver the solution. The
goal is to make most eSolutions work deliverable within a 90 to 120-day time
frame. Revenue for this work is recognized on percentage-of-completion
accounting basis using the ratio of direct costs incurred as compared to the
estimated total direct costs needed to complete the engagement. Navidec is
focused on expanding its eSolutions services offerings and to incorporating
applications management and hosting services, which have the potential to
generate recurring revenues.

Navidec's product distribution business generates revenue through the resale of
third party software and hardware components, graphical printers and supplies.
Since product distribution is not related to our core strategy, we expect that
revenue from this business will become a smaller percentage of total revenue as
our eSolutions business continues to grow.

Navidec's operating expenses consist of product development, general and
administrative, sales and marketing and restructuring charges. Product
development includes salaries and out-of-pocket expenses incurred in developing
new technologies for our own use or for future customer applications generally,
as opposed to customer-specific development. General and administrative costs
consists primarily of salary and benefit expenses for our non-billable
employees. It also includes expenses associated with our office facilities and
equipment leases. Sales and marketing includes personnel costs, advertising
costs, costs associated with participation in trade shows and direct marketing
program and related travel expenses. Restructuring charges include severance
packages and other related legal and administrative costs.

<PAGE>   12


RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        Three Months
                                                                       ended June 30,
                                                                 2000                  2001
                                                                -------               -------
<S>                                                           <C>                   <C>
REVENUE:
     Automotive                                               $     262             $      --
     eSolutions                                                   7,045                 4,418
     Product distribution                                           341                   125
                                                                -------               -------
         Total revenue                                            7,648                 4,543

COST OF REVENUE                                                   3,904                 2,312
                                                                -------               -------
     Gross margin                                                 3,744                 2,231

OPERATING EXPENSES:
     Product development                                          1,886                 1,541
     General and administrative                                   3,981                 2,583
     Sales and marketing                                          4,024                 2,473
     Restructuring expenses                                          --                 1,214
     Depreciation, amortization and impairment of assets          1,366                   932
                                                                -------               -------
     Total operating expenses                                    11,257                 8,743

LOSS FROM OPERATIONS                                          $  (7,513)            $  (6,512)
                                                                =======               =======
</TABLE>

RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES
<TABLE>
<CAPTION>

                                                                         Three Months
                                                                        ended June 30,
                                                                  2000                  2001
                                                                -------               -------
<S>                                                                <C>                   <C>
REVENUE:
     Automotive                                                    3.4%                  0.0%
     eSolutions                                                   92.1%                 97.2%
     Product distribution                                          4.5%                  2.8%
                                                                -------               -------
         Total revenue                                           100.0%                100.0%

COST OF REVENUE                                                   51.0%                 50.9%
                                                                -------               -------
     Gross margin                                                 49.5%                 49.1%

OPERATING EXPENSES:
     Product development                                          24.7%                 33.9%
     General and administrative                                   52.0%                 56.9%
     Sales and marketing                                          52.6%                 54.4%
     Restructuring expenses                                        0.0%                 26.7%
     Depreciation, amortization and impairment of assets          17.9%                 20.5%
                                                                -------               -------
     Total operating expenses                                    147.2%                192.4%
                                                                -------               -------
LOSS FROM OPERATIONS                                            (98.3%)              (143.3%)
                                                                =======              ========
</TABLE>


Three Months Ended June 30, 2001 AND 2000

Revenue for the three months ended June 30, 2001 decreased 40.6% from 2000
revenues, going from $7.6 million to $4.5 million. The decrease was a result of
discontinued auto related sales, lower product sales and a decrease in
eSolutions sales. Revenue in 2001 associated with the eSolutions segment
decreased 37.3% from 2000, down to $4.4 million from $7.0 million. The decrease
in eSolutions revenue was driven by the slowing eSolutions sales through out the
industry and increased sales cycles. Product distribution revenue decreased
$217,000, or 63.5%, from $342,000 in 2000 to $125,000 in 2001. The decrease in
revenues was due to Navidec's decision to focus on fewer products within the
lines that it carries.


<PAGE>   13

Gross profit decreased $1.6 million, or 41.4% from $3.8 million in 2000 to $2.2
million in 2001. As a percentage of revenues, gross profit remained stable at
49.5% and 49.1% for 2000 and 2001 respectively.

Product development costs decreased $345,000, or 18.3%, from $1.9 million in
2000 to $1.5 million in 2001. As a percentage of revenue, product development
costs increased from 24.7% to 33.9% in 2001. The Company sees product
development cost decreasing over the remainder of fiscal 2001 as a result of the
restructuring that was done in the first and second quarters of 2001.

General and administrative expenses decreased $422,000 or 14.0%, from $3.0
million in 2000 to $2.6 million in 2001. As a percentage of revenue, general and
administrative expenses increased from 39.3% in 2000 to 56.9% in 2001. The
decreased spending was primarily due to decreased personnel and related overhead
expenses. With the adverse changes in market conditions, the Company has taken
steps to decrease general and administrative expenses for the remainder of
fiscal 2001.

Sales and marketing expenses decreased $2.5 million from $5.0 million in 2000 to
$2.5 million in 2001. As a percentage of revenue, sales and marketing expenses
decreased from 65.9% to 54.4% of revenue in 2000 and 2001 respectively. The
decreased spending was primarily due to the sale of DriveOff.com in the third
quarter of 2000. The Company has taken steps to reduce sales and marketing
expenses in total and as a percentage of sales in subsequent quarters as a
result of its restructuring.

Restructuring charges of $1.2 million represents a headcount reduction of 50
employees in the quarter ended June 30, 2001.

Impairment charges of $182,000 relate to unused workstations made redundant
by the headcount reduction in 2001.

Depreciation expense decreased from $1.4 million to $750,000 as a result of the
sale of Drive-off.com in 2000.

Other income (expense) for 2001 decreased to $(1.4 million), down by $13.7
million over 2000 income of $13.2 million. The reason for the large change in
other income is the result of the write down of the Company's investment in
CarPoint 2001 and the income associated with the gain on conversion of debt in
2000.

As a result of the above factors, net income decreased from $5.7 million for the
three months ended June 30, 2000, to a net loss of $7.5 million for the three
months ended June 30, 2001.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                           Six Months
                                                                         ended June 30,
                                                                   2000                  2001
                                                                   ----                  ----
<S>                                                           <C>                   <C>
REVENUE:
     Automotive                                               $     516             $      --
     eSolutions                                                  13,051                12,844
     Product distribution                                           638                   307
                                                               --------              --------
         Total revenue                                           14,205                13,151

COST OF REVENUE                                                   7,289                 7,276
                                                               --------              --------
     Gross margin                                                 6,916                 5,875

OPERATING EXPENSES:
     Product development                                          3,289                 3,124
     General and administrative                                   5,958                 4,999
     Sales and marketing                                          9,401                 5,373
     Restructuring expenses                                          --                 2,020
     Depreciation, and amortization and impairment
      of assets                                                   2,162                 1,575
                                                               --------              --------
     Total operating expenses                                    20,810                17,091
                                                               --------              --------

LOSS FROM OPERATIONS                                           (13,894)              (11,216)
                                                               ========              ========
</TABLE>




<PAGE>   14


SIX-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES

<TABLE>
<CAPTION>

                                                                           Six Months
                                                                         ended June 30,
                                                                   2000                  2001
                                                                   ----                  ----
<S>                                                                <C>                   <C>
REVENUE:
     Automotive                                                    3.6%                  0.0%
     eSolutions                                                   91.9%                 97.7%
     Product distribution                                          4.5%                  2.3%
                                                                   ----                  ----
         Total revenue                                           100.0%                100.0%

COST OF REVENUE                                                   51.3%                 55.3%
                                                                  -----                 -----
     Gross margin                                                 48.7%                 44.7%

OPERATING EXPENSES:
     Product development                                          23.2%                 23.8%
     General and administrative                                   41.9%                 37.9%
     Sales and marketing                                          66.2%                 40.8%
     Restructuring expenses                                        0.0%                 15.4%
     Depreciation, amortization and impairment of assets          15.2%                 12.0%
                                                                  -----                 -----
Total operating expenses                                         146.5%                130.0%
                                                                 ------               -------
LOSS FROM OPERATIONS                                             (97.8%)               (85.3%)
                                                                 ======               =======
</TABLE>


Six Months Ended June 30, 2001 AND 2000

Revenue for the first six months of 2001 decreased 7.4% from 2000 revenues,
going from $14.2 million to $13.2 million. The decrease was a result of
discontinued auto related sales, lower product sales and a decrease in
eSolutions sales. Revenue in 2001 associated with the eSolutions segment
decreased 1.6% from 2000, down to $12.8 million from $13.1 million. The decrease
in eSolutions revenue was driven by the slowing eSolutions sales through out the
industry and increased sales cycles. Product distribution revenue decreased
$331,000, or 51.9%, from $638,000 in 2000 to $307,000 in 2001. The decrease in
revenues was due to Navidec's decision to focus on fewer products within the
lines that it carries.

Gross profit decreased $1.0 million, or 15.1% from $6.9 million in 2000 to $5.9
million in 2001. As a percentage of revenue, gross profit decreased from 48.7%
to 44.7%. The decrease in the gross margin was a result of the discontinued
automotive segment and pressure on margins in eSolutions, which had a gross
margin of 45.5% in 2001 down from 48.5% in 2000. The Company believes gross
margins will remain stable for the remainder of 2001.

Product development costs decreased $165,000, or 0.5%, from $3.3 million in 2000
to $3.1 million in 2001. As a percentage of revenue, product development costs
increased from 23.2% to 23.8% in 2001. The Company sees product development cost
decreasing over the remainder of fiscal 2001 as a result of the restructuring
that was done in the first and second quarters of 2001.

General and administrative expenses decreased $1.0 million or 16.1%, from $6.0
million in 2000 to $5.0 million in 2001. As a percentage of revenue, general and
administrative expenses decreased from 41.9% in 2000 to 37.9% in 2001. The
decreased spending was primarily due to decreased personnel and relates overhead
expenses. With the adverse changes in market conditions, the Company has taken
steps to decrease general and administrative expenses for the remainder of
fiscal 2001.

Sales and marketing expenses decreased $4.0 million from $9.4 million in 2000 to
$5.4 million in 2001. As a percentage of revenue, sales and marketing expenses
decreased from 66.2% to 40.8% of revenue in 2000 and 2001 respectively. The
decreased spending was primarily due to the sale of DriveOff.com in the third



<PAGE>   15

quarter of 2000. The Company has taken steps to reduce sales and marketing
expenses in total and as a percentage of sales in subsequent quarters as a
result of its restructuring.

Restructuring charges of $2.0 million result from a headcount reduction of 80
employees during 2001.

Impairment charges of $182,000 relate to workstations made redundant by the
headcount reduction in 2001.

Depreciation expense decreased from $2.2 million to $1.4 million for the six
months ended June 30, 2001, due to the sale of Drive-off.com in 2000.

Other income (expense) for 2001 decreased to $(44.6 million), down by $58.0
million over 2000 income of $13.4 million. The reason for the large change in
other income is the result of the write down of the Company's investment in
CarPoint in 2001.

During the first six months of 2001 the company reduced the carrying value of
its investment in CarPoint, Inc to net realizable value and sold 12.3 million
shares of its 13.3 million shares held. Navidec recorded an other than temporary
loss on its investment in CarPoint, Inc. of $44.5 million. The fair value of the
remaining 1.05 million shares held by Navidec is $588,000. Related to the
CarPoint transaction the Company has received an offer to settle its remaining
obligation with its investment banker by exchanging its remaining shares of
CarPoint stock in satisfaction of the payable of $1.5 million .Navidec has the
option to settle and will settle the payable to the investment banker with its
remaining shares of CarPoint stock in the third quarter.

The Company reversed its deferred tax liabilities during the first quarter of
2001 resulting in a non-cash benefit of $8 million. The Company expects its
effective tax rate to be zero for the remainder of 2001.

The Company negotiated a reduction in an unsecured note payable during the
second quarter of 2001. The reduction in principal from $793,000 to $343,000
resulted in an extraordinary gain of $450,000.

As a result of the factors discussed above, the net loss increased from
$463,0000 ($0.04 per share) to $47.4 million ($4.07 per share) between periods.

LIQUIDITY AND CAPITAL RESOURCES

From our inception through June 30, 2001, we funded our operations primarily
from the following sources:

-    equity proceeds through public offerings and private placements of our
     securities;
-    revenue generated from operations;
-    sale of assets
-    loans from principal shareholders and employees;
-    loans and lines of credit; and
-    accounts receivable factoring arrangements
     made available by banks.

As of June 30, 2001, we had cash and cash equivalents of $4.9 million and
working capital of $6.0 million. This compares with cash and cash equivalents of
$3.5 million, short-term investments in debt securities of $3.0 million and
working capital of $17.3 million as of December 31, 2000.

Cash used in our operating activities totaled $8.2 million for the six months
ended June 30, 2001 compared with $18.4 million for the six months ended June
30, 2000. The increase in cash used for operating purposes was due primarily to
a decrease in working capital of $1.6 million for the six months ended June 30,
2001, compared to an increase in working capital of $7.5 million in the prior
period. The change in working capital requirements is largely due to the sale of
Drive-off.com.

Cash provided by investing activities totaled $10.6 million for the six months
ended June 30, 2001 compared with cash used of $4.7 million for the six months
ended June 30, 2000. Cash generated in 2001 was principally from the sale of the
Company's investment in CarPoint and BEA Systems ($6.9 million and $883,000,
respectively), its debt securities ($3.0 million) and from the collection of
notes payable from Westar Financial ($2.2 million), which was funded in 2000.
Capital expenditures were reduced from $3.1 million in 2000 to $298,000 in 2001.
The Company has no significant commitments for capital expenditures for the
remainder of 2001.

Cash used for financing activities was $915,000 during the six months ended June
30, 2001. Cash provided by financing activities was $539,000 during the six
months ended June 30, 2000. The 2000 amount was raised from the exercise of
warrants and options.

Subsequent to our restructuring activities we believe that our available cash
resources and cash flow from operations will be sufficient to meet our
anticipated working capital, capital expenditure, and debt service requirements
for at least the next 12 months. If, however, our cash flows vary materially
from our current projections or if unforeseen circumstances occur, we may
require additional financing sooner than we anticipate. Failure to raise
necessary capital could restrict our growth, limit our development of new
products and services or hinder our ability to compete.


--------------------------------------------------------------------------------

<PAGE>   16

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks arising from changes in interest rates
and prices of its equity investment in CarPoint common stock.

The Company holds 1,050,000 shares of CarPoint common stock. The fair value of
the CarPoint shares was $588,000 or $.56 per share at June 30, 2001. The Company
has received an offer to settle certain obligations with its investment banker
using the remaining CarPoint shares. Any future decrease in the price of
CarPoint shares will thus be offset by a decrease in the related obligation to
the investment banker if the offer is accepted by the company.

INFLATION

The Company does not believe that inflation will have a material impact on our
future operations.

FORWARD LOOKING INFORMATION

Information contained in this report, other than historical information, should
be considered forward looking and reflects management's current views of future
events and financial performance that involve a number of risks and
uncertainties. The factors that could cause actual results to differ materially
include, but are not limited to, the following: general economic conditions and
developments within the Internet and Intranet industries; competition; market
acceptance of our products and services; length of sales cycle; variability of
sales order flow; management of growth; and other risk factors identified from
time to time in the Company's filings with the Securities and Exchange
Commission. These filings are available on-line at http://www.sec.gov.


                 PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

In the normal course of business, the Company is subject to, and may become a
party to, other litigation. Management believes there are no other matters
currently in litigation that could have a material impact on the Company's
financial position or results of operations.

Item 2.  Changes in Securities and Use of Proceeds
None

Item 3.  Defaults Upon Senior Securities
None

Item 4.  Submission of Matters to a Vote of Security Holders



Item 5.  Other Information

The Company plans to hold the 2001 Annual Meeting of the Shareholders in August
of 2001. The Company on or before August 31, 2001 must receive proposals of the
shareholders intended to be presented


--------------------------------------------------------------------------------


<PAGE>   17

at the 2001 Annual Meeting of the Shareholders in order to be eligible for
inclusion in the Company's Proxy Statement and form of Proxy.

In order for a shareholder proposal which is not intended to be included in
Navidec's Proxy Statement or form of Proxy to be considered timely for the 2001
Annual Meeting, the shareholder proposal must be received by the Company no
later than September 15, 2001.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits.
         None

         (b)  Form 8-K
         None



                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                  NAVIDEC, INC.



By  /S/RALPH ARMIJO
Ralph Armijo
President and CEO

Date:  August 14, 2001


By  /S/ PAT MAWHINNEY
Pat Mawhinney
Chief Financial Officer

Date: August 14, 2001



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