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, 1998.

[ ]     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 jurisdiction                              (IRS Employer
of incorporation or organization)                          Identification No.)


              14 INVERNESS DRIVE, SUITE F-116, ENGLEWOOD, CO 80112
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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 file such reports), and (2) has
been subject to such filing required for the past 90 days.  Yes  X   No ___  

APPLICABLE ONLY TO CORPORATE ISSUERS:

     As of October  31, 1998, the Registrant had 3,606,221 shares of common
     stock outstanding

<PAGE>

                                  NAVIDEC, INC.
                                     INDEX


PART I. FINANCIAL INFORMATION

        Item 1.  Financial Statements

                 Balance Sheets as of September 30, 1998 and December 31,
                 1997
 
                 Statements of Operations, Three and Nine months ended
                 September 30, 1998 and 1997
 
                 Statements of Cash Flows, Nine months September 30, 1998
                 and 1997

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


SIGNATURES


PART I - FINANCIAL INFORMATION
Item 1.   Financial Statements


<PAGE>

<TABLE>
<CAPTION>
                                  NAVIDEC, INC.
                                 BALANCE SHEETS


                                              September 30,     December 31, 
                                                 1998              1997 
ASSETS                                        -------------     -----------
CURRENT ASSETS:
<S>                                            <C>              <C>
Cash and cash equivalents                        $395,000         $369,000 
Accounts Receivable:               
  Trade net of $50,000 allowance 
   for doubtful accounts                        1,523,000          726,000
Retainage                                               0           21,000
Cost and estimated earnings in 
 excess of billing                                325,000          106,000
Notes Receivable                                   23,000           60,000
Inventory                                         502,000          549,000
Prepaid expenses and other 
 current assets                                   247,000           86,000
                                               ----------       ----------
Total current assets                           $3,015,000       $1,917,000
  
PROPERTY AND EQUIPMENT, net                       808,000          713,000
  
OTHER ASSETS

Restricted certificate of deposit                       0          300,000
Intangibles, net                                   84,000          169,000
                                              -----------       ----------
Total Assets                                   $3,907,000       $3,099,000
                                              ===========      ===========

                       LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
Current portion of capital 
 lease obligations                             $   36,000       $   37,000
Notes payable                                     578,000           63,000
Accounts payable                                1,032,000          778,000
Payable to factor                                 202,000          190,000
Other accrued liabilities                         245,000          171,000
                                              -----------       ----------
Total current liabilities                      $2,093,000       $1,239,000
  
CAPITAL LEASE OBLIGATIONS, 
net current portion                                69,000           95,000

NOTES PAYABLE, 
net current portion                                     0          215,000
 
STOCKHOLDERS  EQUITY 

Common stock, no par value; 
 20,000,000 shares authorized 
 3,606,221 and 3,201,000 shares 
 issued and outstanding                        $8,619,000       $6,768,000
Accumulated deficit                            (6,874,000)      (5,218,000)
Total stockholders
  equity                                       $1,745,000       $1,550,000
                                              -----------       ----------
TOTAL LIABILITIES and 
STOCKHOLDERS  EQUITY                           $3,907,000       $3,099,000
                                              ===========      ===========

</TABLE>

             See accompanying notes to these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                           NAVIDEC, INC.
                                     STATEMENTS OF OPERATIONS

                             FOR THE THREE MONTHS         FOR THE NINE MONTHS
                             ENDED SEPTEMBER 30,           ENDED SEPTEMBER 30, 
                          --------------------------    --------------------------
                             1998            1997          1998           1997
                          -----------    -----------    -----------    -----------
<S>                       <C>              <C>          <C>          <C>
NET SALES                 $ 2,139,000    $ 1,926,000    $ 5,678,000    $ 4,877,000

  Cost of sales             1,394,000      1,308,000      3,733,000      3,234,000
                          -----------    -----------    -----------    -----------

GROSS MARGIN                  745,000        618,000      1,945,000      1,643,000
  Operating expense         1,266,000        968,000      3,496,000      2,959,000
                          -----------    -----------    -----------    -----------

OPERATING INCOME
 (LOSS)                      (521,000)      (350,000)    (1,551,000)    (1,316,000)

OTHER INCOME (EXPENSE):
  Interest, net               (97,000)        (9,000)      (101,000)      (255,000)
  Other                         1,000              0         (4,000)         1,000
                          -----------    -----------    -----------    -----------
      Other, Net              (96,000)        (9,000)      (105,000)      (254,000)
                          -----------    -----------    -----------    -----------
NET INCOME (LOSS)         $  (617,000)   $  (359,000)   $(1,656,000)   $(1,570,000)
                          ===========    ===========    ===========    ===========

NET LOSS PER
 SHARE (Basic)            $      (.17)   $      (.12)   $      (.50)   $      (.60)
NET LOSS PER
 SHARE (Diluted)          $      (.17)   $      (.12)   $      (.50)   $      (.60)
                          ===========    ===========    ===========    ===========

WEIGHTED AVERAGE COMMON
 SHARES AND EQUIVALENTS
 OUTSTANDING                3,606,000      2,943,000      3,335,000      2,610,000
                          ===========    ===========    ===========    ===========

</TABLE>

                  See accompanying notes to these financial statements.
<PAGE>

                                  NAVIDEC, INC.
                            STATEMENTS OF CASH FLOWS
              
                            FOR THE NINE MONTHS ENDED
                                  SEPTEMBER 30

                                                         1998           1997
CASH FLOWS FROM OPERATING ACTIVITIES:                -----------    ------------

  Net loss                                           $(1,656,000)   $(1,570,000)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
  Depreciation and amortization                          422,000        233,000
  (Increase) Decrease in:
  Accounts receivable                                   (776,000)      (800,000)
  Amortization of loan discount                           75,000              0
  Costs and estimated earnings in
   excess of billings                                   (219,000)      (153,000)
  Inventories                                             47,000       (105,000)
  Other assets                                          (161,000)       (66,000)
  Increase (decrease) in:
   Accounts payable and accrued
    liabilities                                          254,000       (536,000)
   Other liabilities                                      74,000       (227,000)
                                                     -----------    -----------
   Net cash used in operating activities              (1,940,000)    (3,224,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Decrease in Notes Receivable                           37,000              0
   Capital expenditures for property and
    equipment                                           (432,000)      (403,000)
   Cash acquired in acquisition of
    TouchSource                                                0          7,000
   Release of restricted CD                              300,000              0
                                                     -----------    -----------
   Net cash used in investing activities                 (95,000)      (396,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from factoring of accounts
    receivable                                         1,059,000        240,000
   Payment to factor                                  (1,047,000)      (747,000)
   Proceeds from issuance of common
    stock                                              1,551,000      5,349,000
   Proceeds from issuance of notes payable               800,000        300,000
   Proceeds from notes payable  related
    parties                                               40,000              0
   Payment on notes payable-related parties              (40,000)             0
   Payment on notes payable and capital leases          (302,000)    (1,202,000)
   Payment for deferred financing cost                         0        (38,000)
                                                     -----------    -----------
   Net cash provided by financing activities           2,061,000      3,902,000

INCREASE IN CASH AND CASH EQUIVALENTS                     26,000        282,000

CASH AND CASH EQUIVALENTS,
  beginning of period                                    369,000        231,000
                                                     -----------    -----------
CASH AND CASH EQUIVALENTS, end of period             $   395,000    $   513,000
                                                     ===========    ===========
SUPPLEMENTAL SCHEDULE OF CASH
FLOW INFORMATION:
   Cash payments for interest                        $    18,000    $   231,000
                                                     ===========    ===========

Debentures converted to common stock                 $      --      $ 1,437,000
                                                     ===========    ===========

           See accompanying notes to these financial statements.

<PAGE>

                               NAVIDEC, INC. 
                        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, 1997, 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 periods 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.

Private  Placement  From  November  1997  to  April  1998,  the  Company  raised
additional capital in a private placement offering of 594,500 units at $4.50 per
unit  (comprised of 594,500 shares of common stock and warrants for the purchase
of 594,500  shares of common stock) which provided gross proceeds to the Company
of  approximately  $2,229,750.  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 are  redeemable by the Company at $.05
per warrant  upon 30 days  notice if the market  price of the  Company's  common
stock for 20  consecutive  trading days within the 30 day period  preceding  the
date the notice is given equals or exceeds $8.40. Offering costs associated with
the private placement  included sales commissions and  non-accountable  expenses
totaling  13% of the  proceeds  of the  offering,  as  well as  placement  agent
warrants to purchase  59,450 units for 5 years from the date of closing at $4.50
per unit.  In  addition,  the Company  agreed to issue any broker or  registered
agent who placed four or more units  (consisting of 6,000 units or $27,000 each)
one broker warrant for each $20 sold.  During the private  placement the Company
issued 121,613 warrants to brokers or registered agents.  This offering was made
pursuant  to Rule 506 of  Regulation  D under  the  Securities  Act of 1933,  as
amended,  as an offering not involving any public  offering solely to accredited
and not more than 35 sophisticated investors.


<PAGE>


COMPREHENSIVE INCOME

In June,  1997 the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No 130,  Reporting  Comprehensive  Income ("FAS
130"). FAS 130, which is effective for fiscal years beginning after December 15,
1997,  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  income  (loss) was equal to its net
income (loss) for the three and nine month periods ended  September 30, 1998 and
1997.

NOTES PAYABLE 

Notes payable at September 30, 1998, consists of the following:

Long Term Debt

Note payable to VSI Holdings, Inc., at 9% per annum
due and payble upon maturity on December 31, 1998,
collateralized by the assets of the company.                       $  800,000

Less detachable warrants the fair value of which is
treated as a discount, and is being amortized using
the interest method.                                                 (300,000)
                                                                  -----------

     Net Carrying Value                                            $  500,000

Note payable to officer/director /shareholder,
principal along with interest at 10% per annum 
due on December 31, 1998.                                          $    3,000


<PAGE>
Item 2
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



     Cautionary  Statement  Regarding  Forward Looking  Statements.  The matters
discussed here and elsewhere 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,  availability of financings,  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 elsewhere in this report.

Overview

     The Company was organized as ACI Systems, Inc. in July 1993 and changed its
name to NAVIDEC,  Inc. in July 1996 when it acquired  Interactive  Planet,  Inc.
("IPI"),  a designer  and  developer  of  Internet  World  Wide Web  sites.  The
Company's  principal  sources  of  revenue  are  from  the  resale  of  computer
equipment, high technology peripherals and electronic components manufactured by
independent   vendors   (Product   Distribution)   and   services   related   to
Internet/Intranet  Solutions,  license fees from recurring lead revenue from the
Wheels  solution.  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 August 5, 1998 the Company signed a letter
of intent to merge with VSI Holdings  ("VSIH")in an anticipated  stock for stock
exchange that was scheduled to be completed  during the fourth  quarter of 1998.
On August 20, 1998 the Company  canceled its letter of intent to merge with VSIH
based on Management's  and the Board of Directors belief that the merger was not
in the best interest of the shareholders.

     The Company's  strategy is to increase revenue  generated by its three core
competencies: (1) NetSolutions  (Internet/Intranet Solutions), which are focused
in five major  market  areas,  including  software  and  services,  computer and
network infrastructure equipment,  content aggregation,  electronic commerce and
order fulfillment,  (2) Automotive Solutions which includes the company's Wheels
Solution and software and services,  and (3) Product  Distribution.  The Company
has built and intends to continue to build an  infrastructure  that assumes this
strategy will succeed.  Management  believes that,  based on the current product
mix, the  Company's  new Wheels  solution  will provided for the majority of its
increased  revenues in 1999 and years to follow.  The Company is  considering  a
plan to establish a separate entity for its Internet based auto buying solutions
which include USWheels.com,  CarWizard.com and LeaseSource.com.  The Company may
decide to spin off the automotive group to take advantage of the high demand for
online car buying,  providing  consumers  with a convenient  method to research,
find and  finance new and used cars.  The Wheels  solution  combines  two of the
Company's core competencies of NetSolutions and product distribution.  Wheels is
designed on a state of the art platform that allows it to distribute  electronic
information  out to  consumers  through  regional  wheels web sites,  individual
dealer web sites, remote automotive kiosks and also in mobile sales laptops.

<PAGE>

     The  Company   recognizes   revenue  upon  delivery  of  its  NetSolutions,
Automotive  Solutions and Product  Distribution  goods.  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 solution  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.

     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 (the "Bridge  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.  These Units were  identical to the Units  offered in the 1997
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 entitles the holder to purchase one
share of Common Stock at a price of $7.20 per share until February 10, 2002. The
Warrants are  redeemable at the option of the Company,  at $.05 per Warrant,  at
any time on or after February 10, 1998 or such earlier date as may be determined
by Joseph Charles & Associates  ("JCA"). 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  1,000,000  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  255,000  shares of Common Stock were
sold by the investors in the Bridge Private Placement.

     From  November  1997 to April  1998,  the  Company  raised net  proceeds of
approximately  $2,229,750  from the issuance of 594,500  shares of commons stock
and  warrants  in a private  placement.  Each  Warrant  entitles  the  holder to
purchase one share of Common Stock at a price of $7.20 per share until  February
10, 2002. The Warrants are redeemable at the option of the Company,  at $.05 per
Warrant,  at any time on or after  February 10, 1998 when the  Company's  Common
Stock on 20 consecutive  trading days has a closing market price above $8.40 per
share  and  there  is an  effective  registration  statement  on file  with  the
Securities and Exchange Commission.

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 statements
of operations.

<TABLE>
<CAPTION>
                                    Three Months Ended                               Nine Months Ended
                                         Sept 30                                      September 30
                    -----------------------------------------------       ------------------------------------------------
                              1998                       1997                 1998                      1997
                              ----                       ----                 ----                      ----
<S>                 <C>             <C>        <C>              <C>       <C>              <C>       <C>               <C>
Sales
Net Solutions       $1,399,000      65%        $  822,000        43%      $ 3,121,000       55%      $2,065,000         42%
Wheels                 177,000        8            25,000         1           806,000        14          25,000          1
Product                563,000       26         1,079,000        56         1,751,000        31       2,787,000         57
Net Sales           $2,139,000      100%       $1,926,000       100%      $ 5,678,000       100%     $4,877,000        100%
Cost of Sales        1,394,000       65         1,308,000        68         3,733,000        66       3,234,000         66
Gross Profit           745,000       35           618,000        32         1,945,000        34       1,643,000         34
Oper Expenses        1,266,000       59           968,000        50         3,496,000        62       2,959,000         61
Oper (Loss)           (521,000)     (24)         (350,000)      (18)       (1,551,000)      (27)     (1,316,000)       (27)
Other                  (96,000)      (1)           (9,000)       (1)         (105,000)       (1)       (254,000)        (50
Net (Loss)          $ (617,000)     (25)%      $ (359,000)      (19)      $(1,656,000)      (28)%   $(1,570,000)       (32)%

</TABLE>
<PAGE>

     Net sales for the nine months  ended  September  30,  1998 were  $5,678,000
which represents an increase of $801,000 or 16% over net sales of $4,877,000 for
the first nine months of 1997.  Net sales were  $2,139,000  for the three months
ended September 30, 1998 an increase of $213,000 or 11% over sales of $1,926,000
for the three  months  ending  September  30,  1997.  The  increase is primarily
attributed to increased  sales of  NetSolutions  (Internet/Intranet  solutions),
which  accounted for  $3,121,000 or 55% of total sales for the first nine months
of 1998, an increase of  $1,056,000  or 51% over net sales of $2,065,000  during
the first nine months of 1997.  NetSolutions sales were $1,399,000 for the three
months  ending  September  30, 1998 an increase of $577,000 or 70% over sales of
$822,000 for the three months ending  September 30, 1997. Sales of the Company's
Wheels solution,  increased from $25,000 in 1997 to $806,000 for the nine months
ended  September  30,1998 and  accounted for 14% of the total sales same period.
The  increase in net sales in both  categories  was  primarily  attributable  to
increased  marketing  activities,  greater market  acceptance and greater market
penetration.

     Net sales in Product  division were $1,751,000 for the first nine months of
1998 a decrease of 37% from net sales of $2,787,000 during the first nine months
of 1997.  Net  sales in  Products  were  $563,000  for the  three  months  ended
September 30, 1998 a decrease of 48% from net sales of $1,079,000  for the three
months ended  September  30, 1997.  The decrease in sales is  attributed  to the
discontinuation  of  products  that  did not have  strong  gross  profit  and or
recurring sales.

     Gross margin was 35% during  three months  ending  September  30, 1998,  an
decrease of 3% over a gross  margin of 32% during the same  period in 1997.  The
Company's  gross  margin  continues  to remain  strong  which is  attributed  to
management's elimination of several distribution products that carried low gross
margin and the strong gross margin on NetSolutions and Wheels.

     Operating expenses for the first nine months of 1998 were $3,496,000 or 62%
of sales  compared  with  $3,234,000  or 64% for the same  period  in 1997.  The
increase in operating  expenses was primarily the result of an increase in staff
and marketing  activities  associated  with expanding the Wheels product and its
market area.  Operating  expenses  are expected to remain  stable as the Company
continues to invest in the development of high end Internet/Intranet Solutions.

     Net interest  expense for first nine months of 1998 was  $105,000  compared
with  $254,000  for the first nine months of 1997.  The decrease was a result of
the Bridge Promissory Notes that were converted into common stock in February of
1997. The Company expects interest expense to increase due to the use of debt to
finance growth during the remainder of 1998.

Liquidity and Capital Resources

     Through  September 30, 1998, the Company  funded its  operations  primarily
through  equity  financing,  from  the  Company's  IPO  and  subsequent  Private
Placement  that was  completed  in April of 1998,  and revenues  generated  from
operations,  lines of credit and factoring  arrangements made available to it by
banks,  and other  institutions.  On September 30, 1998 the Company had cash and
cash  equivalents of $395,000 and a net working capital of $589,000  compared to
cash and cash  equivalents of $369,000 and a net working  capital of $678,000 as
of December 31, 1997.

     Cash used in operating  activities for the Company  totaled  $1,940,000 and
$3,224,000  for first nine months of 1998 and 1997,  respectively.  Cash used in
investing  activities  consisted of  expenditures  for  property and  equipment.
Capital  expenditures  increased  to  $432,000 in first nine months of 1998 from
$403,000 during first nine months of 1997.

<PAGE>


     Cash from  financing  activities in fiscal 1998  consisted of advances from
factoring  arrangements of $1,059,000 net of repayments of $1,047,000,  proceeds
from  the  issuance  of  common  stock  of  $1,857,000.  This  compares  to 1997
repayments of Notes of $1,437,000 from the Bridge Private Placement, $226,000 in
loans from  shareholders  and  employees  and $71,00 in  repayment  of factoring
arrangements.

     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.

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, which 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  has  initiated  an  enterprise-wide  program to  prepare  the
Company's  IT systems and  applications  for the Year 2000.  The Company has not
completed the  assessment  phase of its Year 2000 program,  but expects to incur
internal  staff costs as well as consulting  and other  expenses  related to the
Company's  Year 2000  program.  In addition,  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,
including 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.

     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 the
Company's financial condition, results of operations or cash flows.

<PAGE>

PART II - OTHER INFORMATION

Item 1.          Legal Proceedings      
                 None

Item 2.          Changes in Securities and Use of Proceeds
                 See "Notes to Financial Statements   Private Placement"

Item 3.          Defaults Upon Senior Securities
                 None

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

Item 5.          Other Information 
                 None

Item 6.          Exhibits and Reports on Form 8-K
                 (a)  Exhibits

                      Exhibit 27       Financial Data Schedule

                 (b)  Reports on Form 8-K 
                      During the quarter for which this report is filed. The
                      Company did not file any Reports on Form 8-K.

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: November 16, 1998

                                       By:  /s/ RALPH ARMIJO
                                           -------------------------------------
                                           Ralph Armijo
                                           President and CEO


                                       By:  /s/ PAT MAWHINNEY
                                            ------------------------------------
                                            Pat Mawhinney
                                            Chief Financial Officer