FORM 10-QSB/A-Quarterly
      Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934
                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                              FORM 10-QSB/A
  
  [x]     Quarterly Report pursuant to Section 13 or 15(d) of the Securities    
          Exchange Act of 1934 For the period ended September 30, 1997.
  
  [ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities  
          Exchange Act of 1934
  
  For the transition period from __________________ to ______________________.
  Commission file number 0-29098
  
                             NAVIDEC, INC.
             (Exact name of registrant as specified in its charter)
  
  COLORADO                                            33-0502730
  (State or other                                     (Employer
  jurisdiction of                                     Identification No.)
  incorporation)
  
           14 INVERNESS DRIVE, SUITE F-116, ENGLEWOOD, CO  80112
               (Address of principal executive offices)    (Zip Code)
  
  Registrant's telephone number, including area code: 303-790-7565
  
  Securities registered pursuant to Section 12(b) of the Act:  
       None
  Securities registered pursuant to Section 12(g) of the Act:
  
       COMMON STOCK NO PAR VALUE
       Title of Class
  
  APPLICABLE ONLY TO CORPORATE ISSUERS:
  
      As of October 31, 1997, Registrant had 3,010,000 shares of common stock  
      outstanding
  
                  
                             NAVIDEC, INC.
                                INDEX
  
  
  PART I. FINANCIAL INFORMATION
  
            Item 1.  Financial Statements
  
                 Balance Sheets as of September 30, 1997 and December 31, 1996
  
                 Statements of Operations, Three Months and Nine months ended   
                 September 30, 1997 and 1996
  
                 Statements of Cash Flows,
                 Nine months ended September 30, 1997 and 1996
  
                 Notes to Financial Statements
  
            Item 2. Management's Discussion and Analysis of Financial Condition
                    and Results of Operations
  
                 The sole purpose of this amendment is to add disclosure under  
                 Part II, Item 2  -- "Changes in Securities."                   
                                     
  
  
  PART II. OTHER INFORMATION
       
            Item 1.  Not Applicable
  
            Item 2.  Changes in Securities
  
            Item 3-4. Not Applicable    
            
            Item 5.  Other Information
  
            Item 6.  Exhibits and Reports on Form 8-K
  
  
  PART III. SIGNATURES
  
            Item 1.  Signatures
  
  PART I - FINANCIAL INFORMATION
  
  Item 1.     Financial Statements
  
<TABLE>
<CAPTION>
                             NAVIDEC, INC.
                             BALANCE SHEETS
  
                                 September 30,               December 31, 
                                         1997                      1996
                                 ______________           ______________       
  
                          ASSETS
 <S>                               <C>                     <C>
  CURRENT ASSETS:
     Cash and cash equivalents      $513,000                $231,000
     Accounts Receivable:
        Trade net of $50,000 
        allowance for
        doubtful accounts            970,000                 100,000
        Retainage                     25,000                  45,000
        Work In Process              153,000
     Inventory                       339,000                 196,000
     Prepaid expenses and 
     other current assets             64,000                  28,000
                                  --------------         ---------------
        Total current assets      $2,064,000                $600,000
  PROPERTY AND EQUIPMENT, net       $776,000                $465,000
  OTHER ASSETS
     Notes Receivable                $30,000                $      0
     Intangibles, net              1,560,000               1,193,000
     Deposits                         33,000  
                                  -------------           --------------
     Total Assets                 $4,463,000              $2,258,000
                                  =============           ==============
  
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES
     Current portion of 
     capital lease obligations       $31,000                 $31,000
     Current portion of 
     long term debt                   60,000                       0
     Accounts Payable 
     401K/Cafeteria                   38,000                       0
     Notes payable 
     related parties                   9,000                 160,000
     Line of Credit                   35,000                       0
     Accounts payable                320,000                 760,000
     Other accrued 
     liabilities                     191,000                 360,000
                                   -------------         --------------
     Total current liabilities      $684,000              $1,311,000
  
  CAPITAL LEASE OBLIGATIONS, 
  net current portion               $109,000                $132,000
  RELATED PARTY NOTES 
  PAYABLE, net current portion      $      0                 $87,000
  LONG TERM DEBT                    $230,000                $      0
  UNSECURED SUBORDINATED 
  CONVERTIBLE NOTES                  $     0             $1,438,000
  
  STOCKHOLDERS' EQUITY (DEFICIT)
       Common stock, no par value; 
       20,000,000 shares 
       authorized 2,701,000 and 
       1,701,000 shares issued 
       and outstanding            $5,887,000               $401,000
       Accumulated deficit        (2,447,000)            (1,111,000)
                                 -------------          -------------
       Total stockholders' 
       equity (deficit)           $3,440,000              $(710,000)
                                 -------------          -------------
  TOTAL LIABILITIES and 
  STOCKHOLDERS' EQUITY            $4,463,000             $2,258,000
                                  =============          =============
  
</TABLE>

  See accompanying notes to these financial statements
   
<TABLE>
<CAPTION>  
                             NAVIDEC, INC.
                         STATEMENTS OF OPERATIONS
  
  
                     For the Nine Months              For the Three Months
                     Ended September 30               Ended September 30
               ------------------------------- --------------------------
                    1997               1996         1997              1996
                 ------------      -----------     ----------    -----------
  <S>           <C>                 <C>          <C>             <C>
  NET SALES      $4,877,000         $4,222,000    $1,926,000     $1,750,000
  Cost of Sales   3,234,000          3,417,000     1,308,000      1,354,000
               -------------      -------------  -------------  -------------
  GROSS MARGIN   $1,643,000           $805,000      $618,000       $396,000
  
     Operating 
     Expenses    $2,959,000         $1,391,000      $968,000       $758,000
              --------------      --------------  -------------- -------------
  OPERATING 
  (LOSS)        $(1,316,000)         $(585,000)    $(350,000)     $(362,000)
  
  OTHER INCOME (EXPENSES)
     Interest, 
     net           $(21,000)         $(128,000)      $(9,000)     $(105,000)
     Other            1,000             (1,000)            0          2,000
               --------------      --------------  -------------  ------------
     Other, net    $(19,000)         $(129,000)      $(9,000)     $(103,000)
               --------------      --------------  -------------  ------------
  NET INCOME 
  (LOSS)        $(1,336,000)         $(714,000)    $(359,000)     $(465,000)
               ==============      ==============  =============  ============
  
  NET LOSS 
  PER SHARE     $      (.51)         $    (.59)    $    (.12)     $    (.39)
  
  COMMON SHARES 
  AND 
  EQUIVALENTS     2,610,000          1,202,000     2,943,000      1,202,000
  
</TABLE>

  See accompanying notes to these financial statements

<TABLE>
<CAPTION>
                                NAVIDEC, INC.
                            STATEMENTS OF CASH FLOWS
  
                                             For The Nine Months Ended 
                                                 September 30
                                             1997                  1996         
                                    ------------------------------------------ 
  <S>                                <C>                        <C>     
  Cash flows from operating 
   activities
     Net Loss                          $(1,336,000)               $(714,000)
     Adjustments to 
     reconcile net loss to
     net cash used by 
     operating activities:
     Depreciation and amortization         233,000                   89,000    
     Stock based compensation                    0                   83,000
     Provision for bad debt                                          23,000 
     Changes in operating assets 
     and liabilities
     Decrease (increase) in 
     accounts receivable                  (770,000)                (395,000)
     Decrease (increase) in 
     work in process                      (153,000)                       0
     Decrease (increase) in 
     inventory                            (105,000)                 (78,000)
     Decrease (increase) in 
     other assets                        (  66,000)                 (26,000)
     Increase (decrease) in 
     accounts payable and 
     accrued liabilities                  (536,000)                 304,000
     Increase(decrease) in 
     other liabilities                    (227,000)                 109,000
                                      ---------------         ---------------
  Net cash (used in) 
  operating activities                 $(2,960,000)               $(605,000)
       
  Cash flows from investing activities
     Purchases of fixed assets           $(403,000)               $(377,000)
     Cash acquired in merger with IPI                                 5,000
     Cash acquired in merger with 
     TouchSource                             7,000                        0
                                      --------------          --------------
  Net cash used in 
  investing activities                  $ (396,000)              $(372,000)
                      
  Cash flows from financing activities:
     Proceeds from sale of 
     accounts receivable                  $240,000                $773,000
     Payments on notes payable          (1,949,000)             (2,520,000)
     Proceeds from issuance of 
     notes/capital leases                  300,000               3,207,000
     Decrease (increase) in 
     notes receivable                      (30,000)                      0
     Issuance of common stock            5,115,000                   2,000
     Payment for deferred financing 
     and offering cost                     (38,000)               (208,000)
                                      ---------------          ---------------
  Net cash provided by 
  financing activities                  $3,638,000              $1,254,000
                                      ---------------          ---------------
  Net increase in cash                    $282,000                $277,000
                                      ===============          ===============
  
  Supplemental schedule of cash flow information:
     Debentures converted to 
     common stock                       $1,438,000              $    -
                                      ===============          ==============
  
</TABLE>
  
  See accompanying notes to these financial statements
  
     
                         NOTES TO FINANCIAL STATEMENTS
  
  
  Unaudited Financial Statements
  The unaudited financial statements and related notes to the financial
  statements presented herein have been prepared by 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-KSB for the fiscal year ended December 31, 1996, 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.
  
  Stockholders' Equity
  Public Stock Offering - On February 14, 1997, the Company completed an
  initial public stock offering of 1,000,000 Units (comprised of
  1,000,000 shares of common stock and warrants for the purchase of
  1,000,000 shares of common stock) which provided gross proceeds to the
  Company of approximately $4,555,000.  Simultaneous with the offering
  convertible debenture holders converted $1,438,000 in convertible notes into
  common stock and warrants.  Included in the 1,000,000 Units are
  245,000 shares of common stock offered by the holders of the unsecured
  subordinated convertible promissory notes.  Each warrant allows the holder to
  purchase one share of common stock at an exercise price of $7.20 for a period
  of five years after the date of the offering.  The warrants are redeemable by
  the Company at $.05 per warrant upon 30 days notice if the market price of
  the common stock for 20 consecutive trading days within the 30-day period
  preceding the date the notice is given equals or exceeds $8.40. The Company
  also sold to the underwriter at the close of the public offering underwriters
  warrants, at a price of $0.001 per warrant, to purchase 100,000 shares of
  common stock exclusive of the over-allotment.  The underwriters warrants are
  exercisable for 4 years beginning in February 1998 at $7.38 per share.
  
  Stock Split - During 1996, the Company declared a 1 for 2 reverse stock split
  and 510.2041 to 1 stock split.  The Company also declared a .85 for 1 reverse
  stock split which became effective upon the initial public offering in
  February 1997.  All common stock reflected in the financial statements and
  accompanying notes reflect the effect of the split and reverse split.
  
  Notes Payable 
  Notes payable at September 30, 1997, consists of the following:
  
  Note payable to a bank, interest at prime 
  plus 1/2% (8.75% as of September 30, 1997) 
  and principal payments of $5,000 payable monthly
  with remaining principal paid upon maturity 
  in June 2002, collateralized by a CD 
  owned by the company.                             $280,000
  
  Note payable to officer/director /shareholder,
  principal along with interest at 10% per annum 
  due on December 31, 1997.                          $ 4,000
  
  Note payable to shareholder, non-interest 
  bearing, subordinated to all other 
  indebtedness of the Company,
  due in monthly installments of 
  $4,583 through Oct 1, 1997.                        $ 5,000 
  
  Subsequent Events
  
  Merger with TouchSource - Effective July 30, 1997, the Company acquired
  TouchSource, Inc. in a purchase transaction where the Company acquired 100%
  of the stock of TouchSource for 207,000 shares of common stock of the
  Company.  The acquisition was valued at $1,024,000 and resulted in goodwill
  of $877,000 being recorded.  The goodwill is being amortized over five years. 
  TouchSource designs and markets touch screen computer kiosks.
  
  Item 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS 
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  
  Overview
  The company was organized as ACI Systems, Inc. in July 1993 and changed its
  name to NAVIDEC, Inc. in July 1996.  The Company's principal sources of
  revenue are from sales of (i) computers, peripherals and electronic
  components ("Distribution"), (ii) computer network infrastructure
  ("Infrastructure"), and (iii) Internet/Intranet solutions ("Internet/Intranet
  Solutions").  Effective July 11, 1996, the Company acquired all of the
  outstanding common shares of Interactive Planet, Inc. ("IPI") in exchange for
  678,877 shares of the Company's common stock and a promissory note of $75,000
  payable to a shareholder of IPI and merged IPI in the Company.  In addition,
  as of July 30, 1997, the Company acquired all of the outstanding common
  shares of TouchSource, Inc. ("TouchSource")  in exchange for 207,000 shares
  of the Company's common stock and merged TouchSource in the Company.  
  Management believes that the merger with IPI has accelerated and the
  acquisition of TouchSource will accelerate implementation of the Company's
  Internet/Intranet Solutions operating plan while contributing to continued
  growth in systems integration and sales of networking and computer
  peripherals and supplies.  The historic operations of IPI prior to the merger
  were minimal and comparable financial data is not available.
  
  The Company's strategy is to increase revenue generated by its two core
  competencies: (1) Internet/Intranet and Kiosk Solutions, which are focused in
  four major market areas, including computer and network infrastructure
  equipment, software and services, electronic commerce and order fulfillment,
  and (2) Product Distribution.  The Company has built and intends to continue
  to build an infrastructure that assumes this strategy will succeed.  The
  failure of the Company to achieve this strategy could have a material adverse
  effect on the Company's business, financial condition and results of
  operations.
  
  The Company recognizes revenue upon delivery of its Internet/Intranet and
  Kiosk Solutions and Product Distribution goods.  Internet/Intranet and Kiosk
  Solutions generally begin with consulting arrangements that are billed on an
  hourly basis  and then progress to a bid for a proposed project.  Deposits
  are then taken upon acceptance of the bid.  Most of the Company's customers
  elect to update and expand their Web sites frequently, and clients are billed
  monthly on a time and materials basis for these services.  Additional sources
  of ongoing revenue include revenue from advertising sold by the Company on
  clients' Web sites, revenue from sales of merchandise and services over
  clients' Web sites and revenue from maintenance and hosting of client Web
  sites.  The Company receives a percentage of gross revenue from advertising
  and merchandise sales immediately upon completion of these sales.
  
  
  Results of Operations
  The following tables set forth for the periods indicated the percentage of
  net sales represented by certain line items included in the Company's
  statement of operations.
  
<TABLE>
<CAPTION>
                          Three Months Ended          Nine Months Ended
                            September 30               September  30  
                          1997         1996           1997        1996
                          ____        _____           ____        _____
  <S>                    <C>           <C>           <C>           <C>
  Net Sales               100%         100%           100%         100%
  Cost of Sales            68           77             66           81 
  Gross Margin             32           23             34           19
  Operating Expense        50           43             61           33
  Other Income (Expense)    0           (6)            (1)          (3)
  Net Income (Loss)       (19)         (27)           (27)         (17)
  
</TABLE>
  
  Net sales for the nine months ended September 30, 1997 were $4,877,000, which
  represents an increase of 16% over net sales of $4,222,000 for the nine
  months ended September 30, 1996.  Net sales were $1,926,000 for the three
  months ended September 30, 1997, which represents an increase of 10% compared
  to $1,750,000 for the three months ended September 30, 1997.  The increase
  was primarily attributed to the companies introduction of its new automotive
  on-line solutions.
  
  Sales of Internet/Intranet Solutions during the nine months ended September
  30, 1997 increased by $724,000, or 190%, to $1,106,000, compared to sales of
  $382,000 for the nine months ended September 30, 1996.  Sales of
  Internet/Intranet Solutions were $472,000 for the three months ended
  September 30, 1997, an increase of $276,000, or 141%, compared to sales of
  $196,000 during the three months ended September 30, 1996.  Infrastructure
  sales increased by $1,055,000, or 150%, to $1,759,000, compared to $704,000
  for the nine months ended September 30, 1996. Infrastructure sales were
  $900,000 for the three months ended September 30, 1997, an increase of
  $675,000, or 300%, compared to $225,000 for the three months ended September
  30, 1997.  Management believes the increase in sales in both divisions was
  attributable to the systems approach the Company implemented in the third
  quarter of 1996.  
  
  Sales for Distribution during the nine months ended September 30, 1997
  decreased by $1,124,000, or 36%, to $2,012,000 compared to $3,136,000 for the
  nine months ended September 30, 1996.  Sales for Distribution were $553,000
  for the three months ended September 30, 1997, a decrease of $590,000, or
  52%, compared to $1,143,000 for the three months ended September 30, 1996.
  The decrease in Distribution sales is the result of the Company's
  discontinuation of Laser and Repro-graphics products, which accounted for
  $1,052,000 in sales for the nine months ended September 30, 1996 and $503,000
  for the three months ended September 30, 1996.
  
  Gross margin was 32% of net sales for the nine months ended September 30,
  1997, nine percentage points higher than the gross margin for the same period
  of 1996.  This represented an absolute increase of $838,000 in gross margin
  for the nine months ended September 30, 1997 compared to the nine months
  ended September 30, 1996.  The increase in gross margin is attributed to the
  strong gross margin of Internet/Intranet Solutions and management's decision
  to eliminate certain low margin Distribution products. For the three months
  ended September 30, 1997, gross margin increased to 34% of net sales, fifteen
  percentage points higher than the gross margin for the 1996 period.  This
  represented an absolute increase of $222,000 in gross margin for the three
  months ended September 30, 1997 compared to the three months ended September
  30, 1996.
  
  Operating expenses for the nine months ended September 30, 1997 were
  $2,959,000 compared with $1,391,000 for the nine months ended September 30,
  1996, and were $968,000 compared with $758,000 for the three months ended
  September 30, 1997 and 1996, respectively.  The increases in operating
  expenses were primarily the result of an increase in staff needed to develop
  the Company's nationwide and regional automotive project and its Intranet
  initiatives, increased marketing activity and goodwill and depreciation
  expense resulting from expansion and the merger with IPI and TouchSource.  
  
  Net interest expense for the nine months ended September 30, 1997 was $19,000
  compared with $129,000 for the nine months ended September 30, 1996.  For the
  three months ended September 30, 1997, the Company had net interest expense
  of $9,000 compared with a net interest expense of $105,000 during the three
  months ended September 30, 1996.  The higher interest expense in 1996 was a
  result of bridge financing promissory notes, credit facilities with the
  Company's banks and expenses related to loans from shareholders.
  
  Liquidity and Capital Resources
  Through February 14, 1997, the Company funded its operations primarily
  through revenues generated from operations, a bridge financing private
  placement, loans from principal shareholders and employees, and lines of
  credit and factoring arrangements made available to it by banks.  On February
  14, 1997, the Company completed its Initial Public Offering, which generated
  net proceeds of approximately $3,504,000. On September 30, 1997, the Company
  had cash and cash equivalents of $513,000 and net working capital of
  $1,380,000. This compares with cash and cash equivalents of $231,000 and a
  working capital deficit of $711,000 on December 31, 1996.
  
  
  Cash used in operating activities for the Company totaled $2,960,000 and
  $605,000 for the nine months ended September 30, 1997 and 1996, respectively. 
  Cash used in investing activities totaled $396,000 and $372,000 for the nine
  months ended September 30, 1997 and 1996, respectively.  Cash used in
  investing activities consisted of expenditures for property and equipment net
  of cash acquired in the merger with TouchSource.  Capital expenditures
  increased to $403,000 during the nine months ended September 30, 1997,
  compared to $377,000 for the nine months ended September 30, 1996.  During
  the nine months ended September 30, 1997 and 1996, cash provided by financing
  activities (including advances under the Company's line of credit and
  factoring arrangement and proceeds from the bridge financing private
  placement) was $3,668,000 and $1,254,000, respectively, net of note and line
  of credit payments of $240,000 and $2,520,000, respectively.
  
  The Company has not recorded a deferred tax asset as it cannot conclude to
  date that it is more likely than not that the deferred tax asset will be
  realized.
  
  
  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;
  length of sales cycle; variability of sales order flow; and management of
  growth.
  
  PART II - OTHER INFORMATION
  
  Item 1.        Legal Proceedings
                 None
  
  Item 2.        Changes in Securities
                 
  On February 10, 1997, the Securities and Exchange Commission declared
  effective the Company's registration statement ("Registration Statement") on
  Form SB-2 (file no. 333-14497) for a public offering of the Company's
  securities.  The offering commenced on February 11, 1997 and closed on
  February 14, 1997.  The managing underwriter for the offering was Joseph
  Charles & Associates, Inc. (the "Representative").
  
  The Registration Statement registered units ("Units") consisting of one share
  of the Company's no par value common stock ("Common Stock") and one warrant
  for the purchase of one share of Common Stock at $7.20 per share exercisable
  for five years from February 10, 1997 ("Warrant").  A portion of the shares
  of Common Stock included in the offering were sold by certain selling
  stockholders ("Selling Stockholders").  The Registration Statement further
  registered Common Stock and Warrants issued to the Selling Stockholders which
  were not included in the offering.  Finally, the Registration Statement
  registered Representative's Options for the purchase of up to 100,000 shares
  of Common Stock at $7.38 per share exercisable beginning February 10, 1998
  until February 10, 2001.  
  
  The following table sets forth the amount and aggregate offering price of
  securities registered and sold to date for the account of the issuer and for
  the account of the Selling Stockholders.
  
              
<TABLE>
<CAPTION>
  
  
                For the account of               For the account(s) of any   
                the issuer                       selling security holder(s)
  
Title  Amount  Aggregate Amount  Aggregate  Amount  Aggregate  Amount Aggregate 
of     Regis-  price of  Sold    Offering   regis-  offering   sold   Offering 
Secur- tered   offering          Price of   tered   Price of          Price of
 ity           amount            amount             Amount            Amount
              Registered         Sold               Registered         Sold
<S>  <C>      <C>       <C>      <C>        <C>    <C>       <C>      <C>
Common  
Stock  
     905,000  5,339,500  755,000  4,454,500 349,126 2,059,843 245,000  1,445,500
  
Warrants
   1,150,000   115,000 1,000,000    100,000 349,126    34,913   -0-       -0-
  
Common Stock 
Issuable Upon 
Exercise of 
Warrants
   1,150,000 8,280,000    -0-         -0-   349,126 2,513,707   -0-       -0-
  
Representative's 
Options
     100,000       100   100,000       100
  
Common Stock 
Issuable Upon 
Exercise of 
Representative's 
Options     
     100,000   738,000    -0-         -0-
  
  TOTAL     14,472,000           4,554,600          4,608,463          1,445,500
  
</TABLE>
  
The following table shows the expenses incurred by the Company in the 
offering. An (X) after a number indicates that the number is an estimate. 
  
<TABLE>
<CAPTION>
  
            Direct or indirect payments        Direct or indirect payments to
            to directors, officers,            to others
            general partners of the issuer 
            or their associates; to persons 
            owning ten percent or more of 
            any class of equity securities 
            of the issuer; and to affiliates 
            of the issuer
  <S>                        <C>                    <C>                    
  Underwriting discounts 
   and commissions                                    $ 455,450
  
  Finders' Fees                                               0
  
  Expenses paid to 
   or for underwriters                                  210,000 (X)
  
  Other expenses                                        385,050 (X)
  
  Total Expenses              $0                    $ 1,050,500 (X)
  
  
  The net offering proceeds to the Company were $3,504,000.
  
  The following table shows the use of the Company's net offering proceeds 
  from the closing date of the offering until September 30, 1997.  An (X) 
  after a number indicates that the number is an estimate.
  
  
             Direct or indirect payments        Direct or indirect payments 
             to directors, officers,            to others
             general partners of the issuer 
             or their associates; to persons 
             owning ten percent or more of any 
             class of equity securities of the 
             issuer; and to affiliates of the 
             issuer
                                                                          
   Construction of plant, 
   building and facilities                                       
  
  Purchase and installation 
   of machinery and equipment                          $272,000
  
  Purchase of real estate
  
  Acquisition of other 
   business(es)                                          33,000 (X)
  
  Repayment of indebtedness       $60,000 (X)            90,000 (X)
  
  Working capital                                       944,000 (X)
  
  
  Temporary investment (specify)
  
  Increases in Accounts 
   Receivable                                          $875,000 (X)
  
  Cash - Short Term 
   Investments                                          300,000 (X)
  
  
  Other purposes (specify)
  
  Advertising                                          $170,000 (X)
  
  Development of Internet/
   Intranet Solutions                                   370,000 (X)
  
  Development of Wheels 
   Solutions                                            310,000 (X)
  
  Marketing                                              80,000 (X)
  
  
  
  The offering terminated prior to the exercise by the Representative of its 
  over-allotment option for 150,000 Units.  Accordingly, the shares of Common 
  Stock and Warrants represented by those Units were not sold.
  
  
  
  Item 3.        Defaults Upon Senior Securities
                 None
  
  Item 4.        Submission of Matters to a Vote of Security Holders
                 None
  
  Item 5.        Other Information
  
  On July 30, 1997, the Registrant consummated a merger with TouchSource, Inc.,
  a Colorado corporation ("TouchSource"), in which the Registrant was the
  surviving company (the "Merger").  The merger will be accounted for as a
  purchase effective September 30, 1997.
  
  TouchSource is a leading developer of touch screen kiosks for a variety of
  markets including tourism and health care.  The Registrant issued an
  aggregate of 207,000 shares to the former shareholders of TouchSource as
  consideration for TouchSource.  Prior to the Merger, the Registrant and
  TouchSource had worked together to jointly provide Internet/Intranet
  Solutions to clients but were not otherwise related.  The amount of the
  consideration was determined in arms' length negotiations between the
  Registrant and TouchSource and took into account TouchSource's technical
  expertise, its client base and its current contracts and the anticipated
  revenue therefrom.  In connection with the Merger, the Registrant entered
  into a one-year employment agreement with Michael Franklin, the president of
  TouchSource, for the employment of Mr. Franklin as Sales Manager of Kiosk
  Products for an annual salary of $50,000 plus commissions.
  
  
  Item 6.        Exhibits and Reports on Form 8-K
  
                 (a)   Exhibits.
                      The exhibits included in the Company's Annual Report on   
                      Form 10-KSB for the fiscal year ended December 31, 1996   
                      are incorporated herein by reference.  In addition, the   
                      following exhibits are included with this report:
  
              10.21   Agreement and Plan of Merger Between NAVIDEC, Inc. and    
                      TouchSource, Inc.
  
              10.22   Employment Agreement between NAVIDEC, Inc. and Michael    
                      Franklin
  
                 27   Financial Data Schedule
  
                (b)   Reports on Form 8-K
                      There are no reports on Form 8-K filed during the quarter 
                      for which this report is filed.
  
  
  
  
  
  
  
  
  
  
  PART III. SIGNATURES
  
  Item 1. 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.
  
  
  
  Date: January 8, 1998
  
                          By    /S/ RALPH ARMIJO
                                Ralph Armijo
                                President and CEO
  
       
                          By    /S/ PAT MAWHINNEY
                                Pat Mawhinney
                                Chief Financial Officer
  
  


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