FORM 10-QSB-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
  
  [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

<PAGE>
                         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
                 
                 
                         
               
  PART II. OTHER INFORMATION
       
            Item 1- 4.  Not Applicable
            
            Item 5.  Other Information
  
            Item 6.  Exhibits and Reports on Form 8-K
  
  PART III. SIGNATURES
  
                 Item 1.  Signatures
       
<PAGE>


  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

<PAGE>
  
                         NAVIDEC, INC.
                    STATEMENTS OF OPERATIONS
                                
<TABLE>
<CAPTION>
                      
                          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

<PAGE>
<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
  
<PAGE>             
               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              
                
<PAGE>
            
       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.

<PAGE>

  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 mergers with IPI and TouchSource have
  accelerated 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 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.
  
  In September 1997, the Company together with The Denver Post launched
  Colorado Wheels, an on-line, multi-dealership motor vehicle inventory
  directory.  The Company intends to establish services similar to Colorado
  Wheels in other regions, and to link all of the regions together in a service
  to be called U.S. Wheels.  The Company intends to license the product to
  regional media outlets.  Revenue sources for Colorado Wheels include an up-
  front license fee paid by Denver Post, hosting and maintenance fees paid by
  the Denver Post, setup and monthly maintenance fees paid by participating
  dealerships, sales of software and hardware solutions to participating
  dealerships and a share of revenues from customer lead charges paid by
  dealerships.    The Company anticipates that other regional Wheels services
  will have similar revenue sources.
  
  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.
  
  
<PAGE>  
  
<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)
  
  
  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, 1996.  The increase was
  primarily attributed to the revenues associated with the companies 
  introduction of its new automotive on-line solutions and increased demand 
  for the companies kiosk 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 increasing demand for the solutions 
  approach the Company began implementing 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 34% of net sales for the nine months ended September 30, 
  1997, fifteen 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 32% 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 solution and its 
  Intranet initiatives, increased marketing activity and depreciation and 
  goodwill expense resulting from expansion and the mergers with IPI and 
  TouchSource, respectively.  
  
  Net interest expense for the nine months ended September 30, 1997 was $21,000
  compared with $128,000 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.
  
<PAGE>

  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.
  
  The Company will need to raise additional cash during the next twelve months
  for working capital and to fund marketing for Wheels services in regions
  other than Colorado.  The company expects to raise $2.5 million for these
  purposes through a private placement of its equity securities to be completed
  during  the forth quarter of 1997, although there can be no assurance that
  the Company will be able to raise such funds successfully on terms acceptable
  to management.
  
  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, net 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, including note and
  line of credit payments of $1,949,000 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; competition; market acceptance of the Company's products and 
  services; length of sales cycle; variability of sales order flow; 
  management of growth; and other risk factors identified from time to time 
  in the Company's filings with the Securities and Exchange Commission. These
  filings are available on-line at http://www.sec.gov. 
  
  PART II - OTHER INFORMATION
  
  Item 1.        Legal Proceedings
                 None
  
  Item 2.        Changes in Securities
                 None
  
  Item 3.        Defaults Upon Senior Securities
                 None
  
  Item 4.        Submission of Matters to a Vote of Security Holders
                 None
  
<PAGE>

  Item 5.        Other Information
                 None
                      
  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 and the Company's Quarterly report for the 
                         quarter ended June 30, 1997
  
                  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.

<PAGE>

  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:  November 11, 1997
  
                 By   /S/ RALPH ARMIJO
                      Ralph Armijo
                      President and CEO
  
       
                 By   /S/ PAT MAWHINNEY
                      Pat Mawhinney
                      Chief Financial Officer
  


</TABLE>