UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[x]      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the quarterly period ended March 31, 1999.

[ ]      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 small business issuer 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)

Issuer's telephone number: 303-790-7565

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 filed 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 March 31,  1999,  Registrant  had  7,475,111  shares of common  stock
outstanding

           Transitional Small Business Disclosure Format. Yes ___ No X



<PAGE>

                                  NAVIDEC, INC.
                                  -------------
                                      INDEX
                                      -----


PART I. FINANCIAL INFORMATION
-----------------------------

     Item 1. Financial Statements

       Balance Sheets as of March 31, 1999 and December 31, 1998

       Statements of Operations, Three months ended March 31, 1999 and 1998

       Statements of Cash Flows, Three months ended March 31, 1999 and 1998

       Notes to Financial Statements

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





PART II. OTHER INFORMATION
--------------------------

     Item 1. Not Applicable

     Item 2. Changes in Securities and Use of Proceeds

     Item 3. Not Applicable

     Item 4. Not Applicable

     Item 5. Other Information

     Item 6. Exhibits and Reports on Form 8-K

                                                                               2

<PAGE>


PART I - FINANCIAL INFORMATION
------------------------------
Item 1.  Financial Statements

<TABLE>
<CAPTION>

                                                 NAVIDEC, INC.
                                                 -------------
                                                BALANCE SHEETS
                                                --------------

                                                   ASSETS
                                                   ------
                                                                               March 31,            December 31,
                                                                                 1999                  1998
<S>                                                                           <C>                    <C>    
CURRENT ASSETS:
    Cash and cash equivalents                                                $ 13,478,000           $    711,000
    Accounts receivable, net of allowance for
        doubtful accounts of $125,000 on December 31, 1998
        and $150,000 on March 31, 1999                                          3,379,000              2,167,000
    Costs and estimated earnings in excess of billings                            132,000                107,000
    Inventories                                                                   334,000                341,000
    Restricted cash                                                               268,000                280,000
    Prepaid expenses and other                                                    230,000                 52,000
                                                                             ------------           ------------
            Total current assets                                               17,821,000              3,658,000
                                                                             ------------           ------------

PROPERTY AND EQUIPMENT, net of accumulated
      depreciation of $717,000 on December 31, 1998
      and $812,000 on March 31, 1999                                              984,000                981,000

OTHER ASSETS:
    Goodwill and intangibles,
      net of accumulated amortization of $100,000 on
    December 31, 1998 and $131,000 on March 31, 1999                              588,000                619,000
    Other                                                                               0                  7,000
                                                                             ------------           ------------
            Total other assets                                                    588,000                626,000
                                                                             ------------           ------------
TOTAL ASSETS                                                                 $ 19,393,000           $  5,265,000
                                                                             ============           ============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY
                                        ------------------------------------
CURRENT LIABILITIES:
    Accounts payable                                                         $  1,793,000           $  1,851,000
    Accrued liabilities                                                           468,000                423,000
    Payable to factor                                                              91,000                203,000
    Notes payable                                                                 100,000                821,000
    Current capital lease obligations                                              74,000                 74,000
                                                                             ------------           ------------
            Total current liabilities                                           2,526,000              3,372,000
                                                                             ------------           ------------

CAPITAL LEASE OBLIGATIONS                                                          82,000                 94,000

STOCKHOLDERS' EQUITY:
    Common stock, no par value,  20,000,000 shares authorized,
      4,709,500 shares issued and outstanding as of
      December 31, 1998 7,475,111 outstanding as of March 31, 1998             26,228,000              8,059,000
    Warrants for common stock                                                     470,000              2,891,000
    Accumulated deficit                                                        (9,913,000)            (9,151,000)
                                                                             ------------           ------------
            Total stockholders' equity                                         16,785,000              1,799,000
                                                                             ------------           ------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                   $ 19,393,000           $  5,265,000
                                                                             ============           ============

                            See accompanying notes to these financial statements.

                                                                                                               3
</TABLE>

<PAGE>


                                  NAVIDEC, INC.

                            STATEMENTS OF OPERATIONS


                                                     FOR THE THREE MONTHS
                                                  ENDED MARCH 31, (UNAUDITED)
                                                 ------------------------------
                                                    1999                1998
                                                 -----------        -----------

NET SALES                                        $ 4,457,000        $ 1,702,000

    Cost of sales                                  2,768,000          1,055,000
                                                 -----------        -----------

GROSS MARGIN                                       1,689,000            647,000

Operating Expenses
    Sales & Marketing                                735,000            102,000
    Product Development                              741,000            327,000
    General & Administrative                         980,000            683,000
                                                 -----------        -----------
Total Operating expense                            2,456,000          1,112,000

OPERATING LOSS                                      (767,000)          (465,000)

OTHER INCOME (EXPENSE):
    Interest, net                                     (9,000)           (16,000)
    Other                                             14,000                -0-
                                                 -----------        -----------
         Other, Net                                    5,000            (16,000)
                                                 -----------        -----------
NET LOSS                                         $  (762,000)       $  (481,000)
                                                 ===========        ===========

BASIC AND DILUTED
NET LOSS PER SHARE                               $      (.14)       $      (.15)
                                                 ===========        ===========

BASIC AND DILUTED
WEIGHTED AVERAGE COMMON
 SHARES AND EQUIVALENTS
 OUTSTANDING                                       5,497,000          3,236,000
                                                 ===========        ===========

              See accompanying notes to these financial statements.

                                                                               4


<PAGE>
<TABLE>
<CAPTION>
                                                     NAVIDEC, INC.
                                               STATEMENTS OF CASH FLOWS

                                              FOR THE THREE MONTHS ENDED
                                                       MARCH 31

                                                                         1999                       1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>                       <C>          
    Net loss                                                         $   (762,000)             $   (481,000)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
          Depreciation and amortization                                   126,000                   169,000
     Changes in operating assets and liabilities
                Accounts receivable                                    (1,212,000)                   58,000
                Costs and estimated earnings in
                        excess of billings                                (25,000)                 (261,000)
                Inventories                                                 7,000                   255,000
                Other assets                                             (166,000)                   (3,000)
                Accounts payable, accrued liabilities
                 and other liabilities                                    (13,000)                  (73,000)
                                                                     ------------              ------------
      Net cash used in operating activities                            (2,045,000)                 (336,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from Notes Receivable                                          7,000                    11,000
    Capital expenditures for property and equipment                       (98,000)                 (119,000)
                                                                     ------------              ------------
      Net cash used in investing activities                               (91,000)                 (108,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from factoring of accounts receivable                        257,000                   402,000
    Payment to factor                                                    (369,000)                 (382,000)
    Proceeds from issuance of common stock                             15,748,000                   654,000
    Proceeds from notes payable -related parties                             --                      40,000
    Payment on notes payable-related parties                                 --                     (40,000)
    Payment on notes payable and capital leases                          (733,000)                  (15,000)
                                                                     ------------              ------------
       Net cash provided by financing activities                       14,903,000                   659,000

INCREASE IN CASH AND CASH EQUIVALENTS                                  12,767,000                   215,000

CASH AND CASH EQUIVALENTS,
      beginning of period                                                 711,000                   369,000
                                                                     ------------              ------------
CASH AND CASH EQUIVALENTS, end of period                             $ 13,478,000              $    584,000
                                                                     ============              ============
SUPPLEMENTAL SCHEDULE OF CASH
FLOW INFORMATION:
    Cash paid for interest                                           $      9,000              $     16,000
                                                                     ============              ============


                                See accompanying notes to these financial statements.


                                                                                                           5

</TABLE>

<PAGE>


                          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 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, 1998, 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.

(2) ACQUISITIONS

Effective July 31, 1997,  the Company  acquired 100% of the stock of TouchSource
by issuing  207,000  shares of the Company's  common stock.  The total  purchase
price was valued by  issuing  $776,000  of the  Company's  common  stock and the
assumption  of $83,000 of net  liabilities,  resulting  in  goodwill of $859,000
being  recorded.  The acquisition was accounted for under the purchase method of
accounting,  and  accordingly  the operating  results of  TouchSource  have been
included  in  the  accompanying   consolidated  financial  statements  from  the
effective date of the acquisition.  Subsequent to the acquisition,  technologies
developed more rapidly than expected, which has reduced the expected future cash
flows  associated  with the  TouchSource  technology.  Furthermore,  the Company
intends to integrate  the  TouchSource  technology  with its other  products and
market it primarily to the automotive industry,  which was not a market focus of
TouchSource. As such, the Company reevaluated the related goodwill, and recorded
an impairment  expense of $707,000 in fiscal 1997,  resulting in a remaining net
balance of  $80,000  as of  December  31,  1997.  This  remaining  goodwill  was
amortized completely in 1998.

Effective  December 28,  1998,  the Company  acquired  100% of the stock of both
CarWizard and  LeaseSource  for a total of 250,000  shares of common stock.  The
combined  purchased price was valued by issuing $500,000 of the Company's common
stock and the assumption of $39,000 of net liabilities, resulting in goodwill of
$539,000 being recorded.  Included in the net liabilities assumed was $80,000 of
intangibles for acquired technology. The acquisition was accounted for under the
purchase  method  of  accounting,  and  accordingly  the  operating  results  of
CarWizard and LeaseSource  have been included in the  accompanying  consolidated
financial  statements from the effective date of the acquisitions.  The purchase
agreement includes an earn-out  provision for up to an additional  $1,000,000 of
purchase price, which is based on the success of Web site leads provided in 1999
and 2000.


(3) Stockholders' Equity

Initial Public Offering
-----------------------

In February  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).  Included in the  1,000,000
units were  245,000  units  offered by the  holders  of  unsecured  subordinated
convertible  promissory  notes.  The  offering  of the  755,000  units  provided
proceeds to the Company of $3,436,000, net of offering costs of $1,094,000. Each

                                                                               6

<PAGE>

warrant  allowed the holder to purchase one share of common stock at an exercise
price of $7.20  through  February  2002.  The warrants  were  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  equaled or exceeded  $8.40.  As  discussed  below,
these warrants were called by the Company on February 12, 1999. The Company also
sold to the  underwriter  at the  close  of the  public  offering  underwriter's
warrants, at a price of $0.001 per warrant, to purchase 100,000 shares of common
stock.  The  underwriter's  warrants are exercisable for four years beginning in
February 1998 at $7.38 per share.

Private Placement 1997
----------------------

During 1997 and 1998, the Company raised $2,193,000 in a private placement,  net
of offering costs of $482,000,  by issuing 594,500 units (comprised of one share
of common  stock and one  warrant) at $4.50 per unit.  Each  warrant  allows the
holder to purchase one share of common stock at an exercise price of $7.20 for a
period extending  through February 10, 2002. The warrants were 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  equaled or exceeded  $8.40.  As  discussed  below,
these  warrants were called by the Company on February 12, 1999.  Offering costs
associated  with the  private  placement  include  underwriter  commissions  and
non-accountable  expense  allowances  totaling  13%  of  proceeds,  as  well  as
placement  agent  warrants to purchase 10% of the units sold for five years from
the date of closing at $4.50 per unit. In addition,  the Company agreed to issue
any  broker  or  registered  agent  who  places  four  or more  placement  units
(consisting of 6,000 units or $27,000 each) one broker warrant for each $20 sold
at a price of $4.50. Accordingly, 118,849 of warrants were issued during 1998 to
brokers and registered  agents.  During 1997, the Company completed  closings on
this private  placement of $717,000  net of offering  costs of $132,000.  During
1998, the Company completed closings on this private placement of $1,476,000 net
of offering  costs of $350,000.  Additionally,  during 1998,  the Company issued
61,520 warrants to brokers or registered representatives as part of the offering
cost.

Private Placement 1998
----------------------

In November 1998,  the Company  completed a private  placement  resulting in the
issuance  of  700,000  shares  at  $2.00  per  share.  This  offering  generated
$1,330,000 in proceeds net of offering costs of $70,000. In addition the Company
issued 70,000 warrants to brokers or registered  representatives  as part of the
offering cost.

Warrants and Options Redeemed in 1999
-------------------------------------

On February 12, 1999 the Company  called all  publicly  traded  warrants.  These
warrants  entitled  the holder to  purchase  one share of Common  Stock for each
warrant for $7.20.  1,700,000  warrants were  exercised  prior to the expiration
date of March 15, 1999. The warrants generated $12,180,000 net of offering costs
of $60,000.  In addition the Company issued 200,000 warrants to  representatives
for solicitation for the exercise of the warrants.

During the first  quarter of 1999,  VSI Holdings  exercised an option on 177,175
shares of stock at $4.50 per share  resulting  in  proceeds  to the  Company  of
$797,000.  In addition  during the first quarter of 1999 the Company had 889,000
options and broker warrants exercised resulting in net proceeds of $2,771,000.

(4) COMPREHENSIVE INCOME

In June,  1997 the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS
130").  SFAS 130,  defines  comprehensive  income as all changes in  shareholder
equity  exclusive  of  transactions  with owners,  such as capital  investments.
Comprehensive  income includes net income or loss, changes in certain assets and
liabilities that are reported directly in equity such as translation adjustments
on investments in foreign  subsidiaries,  and certain changes in minimum pension
liabilities.  The Company's comprehensive loss was equal to its net loss for the
three month periods ended March 31, 1999 and 1998.

                                                                               7

<PAGE>



(5) Notes Payable

Notes payable consist of the following as of March 31, 1999:

         Note payable; interest at 9%, due on October 18,
         1999, secured by assets of LeaseSource                      100,000
         Less- current portion                                      (100,000)
                                                                   ---------
         Long-term portion                                         $     --
                                                                   =========

(6) SEGMENT REPORTING

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise  and Related  Information"  ("SFAS No.  131").  SFAS No. 131 requires
disclosure  of  operating  segments,  which as  defined,  are  components  of an
enterprise  about which  separate  financial  information  is available  that is
evaluated  regularly by the chief  operating  decision  maker in deciding how to
allocate resources and in assessing performance.

The  Company  operates  in  three  different  segments:   NetSolutions,   Online
Automotive Solutions  ("Automotive"),  and Product Distribution.  Management has
chosen to organize the Company  around these  segments  based on  differences in
products and services.

NetSolutions  provides custom  solutions,  including the  architecture,  design,
development and  integration of high tech  solutions,  utilizing Web technology.
Automotive provides total online automotive  solutions through its Web sites, in
addition to providing custom solutions to companies in or with  relationships in
the  automotive  industry.   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:
<TABLE>
<CAPTION>

                                          For the Quarter Ended
                                             March 31, 1999
                       ------------------------------------------------------------
                                             (In thousands)
                         Net-                   Product                    
                       Solutions   Automotive  Distribution   Corporate      Total
                       ------------------------------------------------------------
<S>                    <C>          <C>        <C>             <C>          <C>  
 Revenues from
 external customers    $  3,091     $    707   $    659       $  --        $  4,457
                       ========     ========   ========       =======      ========

 (Loss) income
 from operations       $     92     $   (874)  $    110       $   (95)(1)  $   (767)
                       ========     ========   ========       =======      ========

 Identifiable assets   $  3,607     $  1,187   $    633       $16,001(2)   $ 17,821
                       ========     ========   ========       =======      ========


                                                                                  8

<PAGE>


                                            For the Quarter Ended
                                               March 31, 1998
                       ------------------------------------------------------------
                                               (In thousands)
                         Net-                     Product                 
                       Solutions   Automotive   Distribution   Corporate     Total
                       ------------------------------------------------------------  

Revenues from
external customers      $   788    $     365   $    549       $   --       $  1,702
                        =======    =========   ========       =======      ========

(Loss) income
from operations         $  (238)   $    (116)  $     58       $  (169)(1)  $   (465)
                        =======    =========   ========       =======      ======== 

                                                                              
(1)  Corporate loss from operations represents depreciation expense.

(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.


                                                                               9
</TABLE>

<PAGE>
Item 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                      ------------------------------------
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ------------------------------------------------


Results of Operations

Cautionary Statement Regarding Forward Looking Statements

The matters discussed in this report, when not historical  matters,  are forward
looking  statements that involve a number of risks and uncertainties  that could
cause actual results to differ materially from projected  results.  Such factors
include,  among other things, the rapidly developing and unpredictable nature of
the Internet, intense competition in all of the Company's markets,  obsolescence
of products and technological changes, the need for management of growth and the
dependence on relationships of the Company with its customers and suppliers,  as
well as other risk factors  described from time to time in the Company's filings
with the Securities and Exchange Commission.

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 the  architecture,  design,  development and  implementation of open system
solutions  for Fortune  1000  companies,  license  fees and  recurring  purchase
request and advertising  revenue from the Company's on-line automotive  solution
and  product  sales  of third  party  manufacture's.  The  Company  merged  with
Interactive  Planet,  Inc.  ("IPI"),  a designer and developer of Internet World
Wide Web sites,  in July 1996. The Company issued an aggregate of 678,877 shares
of Common Stock to the  shareholders  of IPI and a promissory note in the amount
of  $75,000  to one  shareholder  of IPI in  exchange  for all of the issued and
outstanding  stock of IPI. The Company  acquired  TouchSource,  Inc.  ("TS"),  a
designer and developer of interactive  Kiosks,  in July 1997. The Company issued
an aggregate of 207,000 shares of Common Stock to the  shareholders of TS and TS
was merged into the Company in  exchange  for all of the issued and  outstanding
stock of TS. The merger and acquisition  were consummated in order to expand the
Company's  business  model of combined  expertise in  traditional  marketing and
distribution and Internet/ Intranet technology. On December 28, 1998 the Company
acquired  CarWizard and LeaseSource,  owners and operators of CarWizard.com  and
LeaseSource.com,  two prominent online  automotive  sites. The Company issued an
aggregate  of  250,000  shares  of  Common  Stock  to th  shareholders  of  both
Companies,  and will pay an earn-out based on the success of these sites in 1999
and 2000.  The  acquisition  was  consummated  in order to expand the  Company's
Online Automotive presence.

The  Company's  strategy  is to  increase  revenue  generated  by its  two  core
competencies:  (1)  NetSolutions,  which are focused in five major market areas,
including computer and network infrastructure equipment,  software and services,
content aggregation,  electronic commerce and order fulfillment,  and (2) Online
Automotive  Solutions,  which derives revenue from,  sale of purchase  requests,
advertising  and the direct  leasing of  automobiles.  The Company has built and
intends to continue to build an  infrastructur  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 goods and services.  NetSolutions
generally begin with consulting  arrangements that are billed on an hourly basis
and  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 solutions 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.  Online  Automotive
Solutions  currently  generates a substantial portion of its revenue through the
sale of new car leads to dealers. The Company also generates revenue through the
sale of banner and editorial advertising space.

                                                                              10

<PAGE>


From  August  through  October,   1996,  the  Company  raised  net  proceeds  of
approximately $1,233,000 from the sale of 10% Unsecured Subordinated Convertible
Promissory Notes in a private placement (the "Bridge Private Placement").  These
notes were  converted  by their terms into an  aggregate  of 349,126  Units upon
consummation of the Company's  public offering  described  below. The Units were
identical to the Units offered in the public offering.

On February 14, 1997,  the Company  consummated  a public  offering of 1,000,000
Units  consisting  of one share of Common  Stock and one Common  Stock  purchase
warrant  ("Warrant").  Each Warrant entitled the holder to purchase one share of
Common Stock at a price of $7.20 per share until February 10, 2002. The Warrants
were redeemed by the Company on February 12, 1999, and stopped  trading on March
16,  1999.  Of the  1,000,000  shares of Common  Stock  and  1,000,000  Warrants
included in the offering,  755,000  shares of Common Stock and 755,000  Warrants
were sold by the Company,  for net proceeds of approximately  $3,436,000  (after
subtracting the underwriting  discount and other expenses of the offering).  The
remaining  245,000  units  were  sold by the  investors  in the  Bridge  Private
Placement.

From  November  1997  to  April  1998,   the  Company  raised  net  proceeds  of
approximately $2,193,000 from the issuance of 594,500 shares of common stock and
warrants in a private  placement.  Each Warrant  entitled the holder to purchase
one share of Common Stock at a price of $7.20 per share until February 10, 2002.
The  Warrants  were  redeemed by the  Company on  February  12, 1999 and stopped
trading on March 16, 1999.

In November of 1998, the Company completed a private placement  resulting in the
issuance  of  700,000  shares  at  $2.00  per  share.  This  offering  generated
$1,330,000 in proceeds net of offering costs of $70,000.

On February 12, 1999 the Company  called all  publicly  traded  warrants.  These
warrants  entitled  the holder to  purchase  one share of Common  stock for each
warrant for $7.20.  1,700,000  warrants were  exercised  prior to the expiration
date of March 15, 1999. The warrants generated $12,180,000 net of offering costs
of $60,000.

During the first  quarter of 1999,  VSI holdings  exercised an option on 177,175
shares of stock at $4.50  resulting in proceeds to the Company of  $797,000.  In
addition  during the first quarter,  the Company had 889,000  options and broker
warrants exercised resulting in net proceeds of $2,771,000.

Results of Operations

The Company  operates its business  activities in three segments:  NetSolutions,
Online   Automotive   Solutions   ("Automotive"),   and   Product   Distribution
("Products").   NetSolutions  enables  customers  to  address  their  e-commerce
initiatives.  Automotive provides total online automotive  solutions through its
Web sites,  in addition to  providing  custom  solutions to companies in or with
relationships  in the automotive  industry.  Product  Distribution  provides the
resale and  configuration  of third  party  software  and  hardware  components,
graphical  printers and supplies.  Management has chosen to organize the Company
around these segments based on differences in products and services.

                                                                              11
<PAGE>



The following  table shows the breakdown of these three segments for the quarter
ended March 31, 1999 and 1998:
<TABLE>
<CAPTION>

                                     Three Months Ended                                       Three Months Ended
                                          March 31,                                               March 31,
                                            1999                                                   1998
                     ----------------------------------------------------    ------------------------------------------------------
                        Net                                                     Net
                     Solutions    Auto     Products    Corp.        Total    Solutions    Auto     Products     Corp.        Total
                     ----------------------------------------------------    ------------------------------------------------------
<S>                   <C>       <C>        <C>                     <C>        <C>        <C>        <C>                     <C>    
Sales                 $ 3,091   $   707    $   659                 $ 4,457    $   788    $   365    $   549                 $ 1,702
Cost of Goods Sold      2,143       192        433                   2,768        575         69        411                   1,055
                      -------   -------    -------                 -------    -------    -------    -------                 -------
Gross Profit              948       515        226                   1,689        213        296        138                     647

Operating Expense
Product Development       369       372          0                     741        168        159          0                     327
Sales & Marketing         195       511         29                     735         42         56          4                     102
General & Admin           292       506         87        95(1)        980        241        197         76       169(1)        683
                      -------   -------    -------   -------       -------    -------    -------    -------   -------       -------
Total Operating
 Expenses                 856     1,389        116        95         2,456        451        412         80       169         1,112

Operating Income
 (Loss)               $    92   $  (874)   $   110   $   (95)      $  (767)   $  (238)   $  (116)   $    58   $  (169)      $  (465)
</TABLE>

(1)  Represents depreciation expense on property and equipment, which can not be
     directly identified to a particular segment.

Net sales for the Quarter ended March 31, 1999 were $4,457,000  which represents
an  increase of 162% over net sales of  $1,702,000  for the same period of 1998.
The increase is attributed to increased  sales across all three divisions of the
Company;  primarily  NetSolutions  and  Automotive.  NetSolutions  sales for the
quarter  ended March 31, 1999 were  $3,091,000  which  represents an increase of
292% over net sales of  $788,000  for the same period of 1998.  The  increase in
NetSolutions  is primarily  attributed to increased  project size as the Company
has begun performing  mission critical  solutions for its clients.  NetSolutions
typical project length is 90 to 120 days. This quick turn around is resulting in
increased demand from new customers and expansion from existing  customers.  The
Company is projecting  sales in this division to continue to increase in 1999 as
a result of this expansion. Automotive sales were $707,000 for the quarter ended
March 31, 1999  representing  an increase of 94% over net sales of $365,000  for
the same period of 1998. The increase in sales for the Automotive  division is a
result of increased  traffic to the Company's  Automotive  websites.  Automotive
sales in 1998 included  $150,000 in one time setup fees for  partners.  In 1999,
the  Company  discontinued  setup fees in order to expand the  Company's  market
reach at a faster  rate.  The  Company's  Automotive  division  online  presence
increased from two sites at the beginning of 1998 to 14 on March 31, 1999.  This
increase  has  resulted in 38,000  automotive  purchase  request for the quarter
ended March 31, 1999 an increase of 2,275% over 1,600  purchase  request for the
same  quarter  1998.  Page  views for the  quarter  ended  March  31,  1999 were
30,956,589 an increase of 7,017% over page views of 435,000 for the same quarter
of 1998.  For the quarter  ended March 31, 1999,  the Company's  Automotive  web
sites attracted  1,572,000  unique visitors and increase of 4,267% over visitors
of 36,000  for the same  quarter  of 1998.  These  increases  have  resulted  in
increased  revenue  and the  Company  believes  will be the  primary  source  of
increased revenues in 1999.

Net sales in Product  Distribution were $659,000 for the quarter ended March 31,
1999 an increase of 20% over net sales of $549,000 for the same quarter of 1998.
The  increase  in  sales  is  attributed  to a strong  orders  from a couple  of
customers  during the first quarter of 1999. The Company  projects product sales
to remain stable in 1999.

Gross Profit was $1,689,000 for the quarter ending March 31, 1999 an increase of
161% over gross profit of $647,000 for the same quarter 1998.  Automotive  had a
gross profit as a percent of sales of 73% for the quarter ended March 31, 1999 a
decrease of 8  percentage  points  from gross  profit of 81% for the same period
1998.  The  decrease is the result of one time setup fees  received in 1998 that
contain higher profit margins.  NetSolutions  gross profit as a percent of sales
increased  to 31%, an  increase o 4  percentage  points  over gross  profit as a
percentage of sale of 27% in 1998.  The increase is attributed to the ability of
the Company to reuse previous developed modules in new projects,  which resulted
in higher gross profits for that project.

                                                                              12

<PAGE>


Operating  expenses for the quarter ended March 31, 1999 were  $2,456,000 or 55%
of sales  compared  with  $1,112,000  or 65% of sales for the same quarter 1998.
General and  administrative  expenses for the quarter  ended March 31, 1999 were
$980,000  or 22% of sales  compared  to  $683,000  or 40% of sales  for the same
quarter in 1998. General and  administrative  expenses decreased as a percentage
of sales  due to the  fixed  nature  of a large  percentage  of these  expenses.
General and administrative  expenses are projected to increase over 1998 expense
levels but are  projected  to  decrease as a  percentage  of sales for the year.
Sales and marketing expenses were $735,000 or 17% of sales for the quarter ended
March 31, 1999 compared to $102,000 or 6% of sales for the same quarter of 1998.
The  increase  in sales and  marketing  expenses  is the  result of the  Company
attempting to expand brand  recognition  and is projected to increase in 1999 as
the Company  expands its marketing for  Automotive  and  NetSolutions  products.
Product  development  costs were  $741,000 or 17% of sales for the quarter ended
March 31, 1999  compared to $327,000 or 19% of sales for the same quarter  1998.
Product development costs are projected to increase during the remainder of 1999
as the Company expands its product sets.

Net interest expense for the quarter ending March 31, 1999 was $9,000 a decrease
of 44% from  interest  expense  of  16,000  for the same  quarter  of 1998.  The
decrease was a result of decreased borrowings.

Liquidity and Capital Resources

Through March 31, 1999,  the Company  funded its  operations  primarily  through
equity  investments,  through  the  Company's  IPO,  warrant  exercise,  private
placements,  and  revenues  generated  from  operations,  loans  from  principal
shareholders,  lines of credit and  factoring  arrangements  made  available  by
banks.  As of March 31,  1999,  the  Company  had cash and cash  equivalents  of
$13,478,000 and a net working  capital of  $15,295,000.  This compares with cash
and cash  equivalents of $711,000 and a working capital  $286,000 as of December
31,  1998.  During the  remainder  of 1999 the Company  expects to have  capital
expenditures of approximately $1.7 million for its Automotive  division and $1.1
million for NetSolutions.  The increase in capital  expenditures is projected to
enable the  Company to  further  implement  the  Automotive  business  model and
increased  network  activities  for the  NetSolutions  division.  The  Company's
current cash position is adequate to fund current operations for the foreseeable
future.

Cash  used in  operating  activities  for the  Company  totaled  $2,045,000  and
$336,000 for the quarters ended March 31, 1999 and 1998, respectively. Cash used
in investing  activities  for the Company  totaled  $91,000 and $108,000 for the
quarters  ended March 31, 1999 and 1998,  respectively.  Cash used in  investing
activities consisted primarily of expenditures for property and equipment.

Cash provided by financing  activities  for the quarter ending Mach 31, 1999 was
$14,903,000  consisting  primarily  of issuance  of Common  Stock as a result of
warrants and options being exercised which generated  $15,478,000.  Cash used in
financing  activities  for the  quarter  consisted  of advances  from  factoring
arrangements of $257,000 less repayments of $369,000, and the repayment of notes
payable of $733,000.  This compares to cash provided by financing activities for
the quarter ending March 31, 1998 of $659,000  consisting  primarily of advances
from factoring  arrangements of $402,000 less  repayments of $382,000,  proceeds
from the  issuance of common  stock of  $654,000,  borrowings  of $40,000 net of
payments of $55,000.

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.

Inflation

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

                                                                              13

<PAGE>


Year 2000

Computer programs or other embedded  technology that have been written using two
digits  (rather  than  four)  to  define  the  applicable  year  and  that  have
time-sensitive  logic may  recognize  a date using "00" as the Year 1900  rather
than the Year 2000. That mistake could result in widespread  miscalculations  or
system failures.  Both information  technology ("IT") systems and non-IT systems
using embedded technology may be affected by the Year 2000.

The Company initiated an  enterprise-wide  program to prepare its IT systems and
applications  for  the  Year  2000.  The  Company  has  completed  its  internal
assessment  phase of its Year  2000  program.  The  Company  did not  incur  any
material costs associated with that assessment. The Company believes that all of
its IT systems are Year 2000  compliant.  However,  there is no  assurance  such
belief is correct.  The Company has not completed the process of verification of
whether vendors,  suppliers and significant customers with which the Company has
material  relationships  are Year 2000 compliant.  If the Company and such third
parties  are unable to address  Year 2000  issues in a timely  manner,  it could
result in material  financial risk to the Company.  That financial risk includes
the loss of  revenue  and  substantial  unanticipated  costs.  Accordingly,  the
Company plans to devote all resources necessary to resolve significant Year 2000
issues in a timely manner. In addition, the Company plans to develop a Year 2000
contingency  plan in the event that its IT systems and applications are not Year
2000 compliant.

The  Company  expects  that  it  will  incur  internal  staff  costs  as well as
consulting  and  other  expenses  related  to the  completion  of its Year  2000
program. However, the Company currently is not able to determine the total costs
for its Year 2000  program or whether the Year 2000 will have a material  effect
on its financial condition, results of operations or cash flows.

PART II - OTHER INFORMATION
---------------------------

Item 1.   Legal Proceedings
          None

Item 2.   Changes in Securities and Use of Proceeds

          On February 12, 1999 the Company called all publicly traded  warrants.
          These  warrants  entitled  the holder to purchase  one share of Common
          Stock for each warrant for $7.20 per share.  1,700,000  warrants  were
          exercised prior to the expiration date of March 15, 1999.

          The  Company  issued  200,000  warrants  to  one   representative  for
          solicitation for the exercise of the warrants called by the Company in
          February 1999.  Those 200,000  warrants are  exercisable at a price of
          $7.20 per share of Common Stock and expire on September 15, 2003.  The
          Company  issued  those  securities  pursuant  to  Section  4(2) of the
          Securities Act of 1933 as an offering not involving a public offering.

          During the first quarter of 1999, VSI Holdings  exercised an option on
          177,175  shares  of the  Company's  Common  Stock at $4.50  per  share
          resulting in proceeds to the Company of $797,000.  In addition  during
          the first  quarter of 1999 the Company had 889,000  options and broker
          warrants  exercised  resulting  in net  proceeds  of  $2,771,000.  The
          Company  issued the shares of its Common  Stock in those  transactions
          pursuant  to  Section  4(2)  of the  Securities  Act and  Rule  506 of
          Regulation D under the Securities Act.

Item 3.   Defaults Upon Senior Securities
          None

Item 4.   Submission of Matters to a Vote of Security Holders
          None

Item 5.   Other Information
          None

                                                                              14

<PAGE>


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, 1998.

          27   Financial Data Schedule

          (b)  Reports on Form 8-K

     The Company  filed three Form 8-Ks during the quarter ended March 31, 1999.
The Company filed a Form 8-K reporting an event dated January 7, 1999 concerning
the closing of a private  placement  of  securities  by the Company and included
financial  statements  as of November  30,  1998.  The Company  filed a Form 8-K
reporting an event dated March 1, 1999  concerning  the change in the  Company's
independent  accountant.  The Company  filed a Form 8-K reporting an event dated
March 10, 1999 concerning a press release issued by the Company.


                                                                              15
<PAGE>



                                   SIGNATURES


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



                                            NAVIDEC, INC.
                                            -------------



Date:  May 12, 1999

                                    By      /S/ RALPH ARMIJO
                                            ------------------------------------
                                            Ralph Armijo
                                            President and CEO


                                    By      /S/ PAT MAWHINNEY
                                            ------------------------------------
                                            Pat Mawhinney
                                            Chief Financial Officer


                                                                              16