<PAGE>

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

                                    FORM 10-Q

[x] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the period ended March 31, 2002.

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



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

                   Registrant's telephone number: 303-222-1000

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 13, 2002, Registrant had 11,640,000 shares of common stock outstanding


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

<PAGE>




                                  NAVIDEC, INC.

                                      INDEX

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

Item 1.  Financial Statements (Unaudited)

           Balance Sheets as of March 31, 2002 and December 31, 2001

           Statements of Operations, Three months ended March 31, 2002 and 2001

           Statements of Cash Flows, Three months ended March 31, 2002 and 2001

           Notes to Financial Statements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk


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

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults Upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K


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



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<PAGE>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                  NAVIDEC, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                         December 31,                   March 31
 ASSETS                                                          2001                       2002
                                                             --------                   --------
   CURRENT ASSETS:                                                 **                (Unaudited)
<S>                                                          <C>                        <C>
     Cash and cash equivalents                               $  2,465                   $    892
     Restricted cash                                            1,200                      1,200
     Accounts receivable, net                                   2,475                      2,510
     Costs and estimated earnings in excess of billings          --                           14
     Prepaid expenses and other                                   352                        400
                                                             --------                   --------
       Total current assets                                     6,492                      5,016

   PROPERTY, EQUIPMENT AND SOFTWARE, net                        3,497                      3,119

   OTHER ASSETS:
     Investment in CarPoint                                       588                         --
     Other investments                                             17                         15
     Other assets                                                  18                         --
                                                             --------                   --------
   TOTAL ASSETS                                              $ 10,612                   $  8,150
                                                             ========                   ========

LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Accounts payable                                        $  2,511                   $  1,384
     Accrued liabilities                                        1,153                        715
     Current borrowings                                           843                        722
     Deferred revenue                                             144                         46
                                                             --------                   --------
               Total current liabilities                        4,651                      2,867

   NON CURRENT LIABILITIES:
     Long-term borrowings                                         927                        716
     Other                                                         67                        127

   STOCKHOLDERS' EQUITY:
     Common stock, no par value, 20,000 shares authorized,
     Voting 10,939 and 10,939 shares outstanding               54,532                     54,532
     Non-voting stock 701 shares outstanding                    5,817                      5,817
     Warrants for common stock                                  1,175                      1,175
     Accumulated other comprehensive income                       (12)                       (13)
     Deferred compensation                                       (191)                      (135)
     Retained earnings (deficit)                              (56,354)                   (56,936)
                                                             --------                   --------
           Total stockholders' equity                           4,967                      4,440
                                                             --------                   --------
   Total liabilities and stockholders' equity                $ 10,612                   $  8,150
                                                             ========                   ========
</TABLE>


** Derived from the audited financial statements as of December 31, 2001



       The accompanying notes to consolidated financial statements are an
                     integral part of these balance sheets.



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<PAGE>



                                  NAVIDEC, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     3 Months Ended
                                        March 31,
                                    2001        2002
                                   --------    --------
<S>                                <C>         <C>
REVENUE                            $  8,608    $  2,394
COST OF REVENUE                       4,964       1,455
                                   --------    --------
GROSS PROFIT                          3,644         939

OPERATING EXPENSES:
   Product development                1,583          84
   General and administrative         2,416         635
   Sales and marketing                2,900         370
   Restructuring expenses               806          --
   Stock Expense                        --           23
   Depreciation and amortization        643         388
                                   --------    --------
     Total operating expenses         8,348       1,500
                                   --------    --------
 Loss from operations                (4,704)       (561)

OTHER INCOME (EXPENSE):
   Other Income                         296         (21)
   Write-down of
   CarPoint, Inc. investment        (43,484)         --
                                   --------    --------
     Total other loss, net          (43,188)        (21)
                                   --------    --------

NET LOSS BEFORE TAXES
AND EXTRAORDINARY GAIN              (47,892)       (582)
INCOME TAX BENEFIT                    8,000          --
                                   --------    --------
NET LOSS                           $(39,892)   $   (582)

NET LOSS
Per Share basic and diluted        $  (3.43)   $   (.05)
                                   ========    ========
WEIGHTED AVERAGE
SHARES OUTSTANDING Basic             11,640      11,640
Diluted                              11,640      11,640
</TABLE>


       The accompanying notes to consolidated financial statements are an
                       integral part of these statements.




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<PAGE>


                                  NAVIDEC, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                      March 31,
                                                                   2001        2002
                                                                 --------    --------
<S>                                                              <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                      $(39,892)   $   (582)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation and amortization                                  643         388
       Impairment of CarPoint, Inc.                                43,484          --
       Income tax benefit                                          (8,000)         --
       Realized gain on investment                                   (208)         --
       Non-cash stock expense                                          --          23
       Deferred compensation                                           --          32

   Changes in operating assets and liabilities:
       Accounts receivable                                           (607)        (35)
       Costs and estimated earnings in excess of billings           1,120         (14)
       Inventory                                                       51          --
       Prepaid expenses and other assets                              186         (48)
       Accounts payable                                            (1,366)     (1,127)
       Accrued liabilities                                           (611)       (440)
       Bank overdrafts                                                 19          --
       Deferred revenue                                               (85)        (98)
       Other                                                           --          62
                                                                 --------    --------
   Net cash used in operating activities                           (5,266)     (1,839)
                                                                 --------    --------
   CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of property, equipment and software                  (851)        (10)
       Fundings of notes receivable - related party                  (528)         --
       Proceeds from the sale of marketable debt securities         2,990          --
       Sale (Purchase) of equity investments                          883         588
       Other                                                          (88)         20
                                                                 --------    --------
   Net cash provided by investing activities                        2,406         598
                                                                 --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Payments on notes payable and capital lease obligations       (247)       (332)
                                                                 --------    --------
   Net cash used in financing activities                             (247)       (332)
                                                                 --------    --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                          (3,107)     (1,573)

CASH AND CASH EQUIVALENTS, beginning of period                      3,475       2,465
                                                                 --------    --------
CASH AND CASH EQUIVALENTS, end of period                         $    368    $    892
                                                                 --------    --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
       Cash paid for interest                                    $     37    $     45
</TABLE>


       The accompanying notes to consolidated financial statements are an
                       integral part of these statements.



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<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) BASIS OF PRESENTATION AND MANAGEMENT OPINION

The unaudited financial statements and related notes to the financial statements
presented herein have been prepared by the management of Navidec, Inc. and
subsidiary (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying financial statements
were prepared in accordance with the accounting policies used in the preparation
of the Company's audited financial statements included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, and should be read in
conjunction with such financial statements and notes thereto. Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year.

The accounting policies followed by the Company are set forth in Note 1 to the
Company's consolidated financial statements in the Form 10-K for the year ended
December 31, 2001. It is suggested that these unaudited condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes included in the Form 10-K.

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

COMPREHENSIVE INCOME

Comprehensive income includes net income or loss and changes in equity from
non-owner transactions. The Company's comprehensive losses for the three-month
period March 31, 2001 and 2002 were:

                                         For the Three Months Ended
                                               March 31
                                             (in thousands)
                                            2001        2002
                                          --------    --------

   Net income (loss)                      $(39,892)   $   (582)
   Unrealized gain (loss), net of taxes
     and reclassification adjustments         (788)         (1)
                                          --------    --------
   Comprehensive income (loss)            $(40,680)   $   (583)

(3) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2001 the FASB issued SFAS No. 141, "Business Combinations." Under this
statement all business combinations must be accounted for under the purchase
method. The pooling method is no longer allowed. The statement also establishes
criteria to assess when to recognize intangible assets separately from goodwill.
The Company has no business combinations that were affected by the adoption of
this statement.

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

In July 2001 the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement requires companies to recognize the fair value of
an asset retirement liability in the financial



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

<PAGE>

statements by capitalizing that cost as part of the cost of the related
long-lived asset. The asset retirement liability should then be allocated to
expense by using a systematic and rational method. The statement is effective
for fiscal years beginning after June 15, 2002. Adoption of this statement is
not expected to have a significant impact on the Company's financial position or
results of operations.

In August 2001 the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement provides a single accounting
model for long-lived assets to be disposed of and changes the criteria that
would have to be met to classify an asset as held-for-sale. The statement also
requires expected future operating losses from discontinued operations to be
recognized in the periods in which the losses are incurred, which is a change
from the current requirement of recognizing such operating losses as of the
measurement date. The statement is effective for fiscal years beginning after
December 15, 2001. The adoption of the statement did not have a material effect
on the Company's financial position or results of operations.

(4) COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS

Costs and estimated earnings in excess of billings as of December 31, 2001 and
March 31, 2002 are comprised of the following (in thousands):

                                               March 31,       December 31
                                                 2002             2001
                                                 ----             ----

    Costs incurred on contracts in progress     $  260            $--
    Estimated earnings                             319             --
                                                ------            ---
                                                   579             --
    Less progress billings                         565             --
                                                ------            ---
                                                $   14            $--
                                                ======            ===

(5) INVENTORIES

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

(6) NET INCOME (LOSS) PER SHARE

Basic net loss per share is computed by dividing net loss for the period by the
weighted average number of common shares outstanding for the period. Diluted net
loss per share is computed by dividing the net loss for the period by the
weighted average number of common and potential common shares outstanding during
the period if the effect of the potential common shares is dilutive. The Company
has excluded common stock issuable upon conversion of all warrants and stock
options from the computation of diluted earnings per share as the effect of all
such securities is anti-dilutive for all periods presented. Shares issuable
under warrants and options, were 1,409,000 and 746,000 as of March 31, 2001 and
2002, respectively.

(7) SEGMENT REPORTING

The Company historically has operated in three different segments: eSolutions,
DriveOff.com ("Automotive") and Product Distribution. With the sale of
DriveOff.com in October 2000 and the discontinuation of Product Distribution in
September 2001, the Company now operates solely in the eSolutions segment.
Management has chosen to organize the Company around these segments based on
differences in products and services.

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

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


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<PAGE>

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

                           For the Three Months Ended
                                 March 31, 2002
                                 (in thousands)
<TABLE>
<CAPTION>

                                                Product
                               eSolutions     Distribution      Corporate            Total
<S>                             <C>               <C>          <C>                  <C>
Revenues from external
customers ............          $ 2,394           $--          $  --                $ 2,394

Loss from operations .          $  (150)          $--          $  (411)(1)          $  (561)

Identifiable assets ..          $ 2,924           $--          $ 5,226(2)           $ 8,150
</TABLE>



                           For the Three Months Ended
                                 March 31, 2001
                                 (in thousands)
<TABLE>
<CAPTION>
                                                 Product
                               eSolutions        Distribution          Corporate              Total
<S>                             <C>                <C>                <C>                   <C>
Revenues from external
customers ............          $  8,426           $    182           $     --              $  8,608

Loss from operations .          $ (3,105)          $   (150)          $ (1,449)(1)          $ (4,704)

Identifiable assets ..          $ 12,784           $    279           $ 13,450(2)           $ 26,513
</TABLE>

(1) Corporate loss from operations represents depreciation expense,
restructuring charges, non-cash stock compensation expense and impairment of
assets.

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

(8) NOTES RECEIVABLE IN DEFAULT

In March, June, July and August of 2000, the Company funded four Promissory
Notes to Westar Financial, Inc. for $1.2 million, $1 million, $1 million and
$500,000, respectively. The notes carried an interest rate of 9% annually and
are unsecured. The March and June notes were paid in full at the scheduled due
dates of March 31, 2001 and June 5, 2001. The July 2000 note was due on July 5,
2001 and the August 2000 note was due on August 25, 2001; and Westar Financial
has not paid these notes. On December 22, 2001 Westar filled for reorganization
under Chapter 11. Accrued interest on the two remaining notes receivable of
$1,500,000 was $161,000. In December, 2001 the Company wrote off the balance of
the Note and accrued interest and has included the charge in other (expense)
income in the accompanying consolidated statement of operations. The Company is
pursuing recovery on these notes through the bankruptcy court.

(9) RESTRUCTURING AND OTHER RELATED CHARGES

In March 2001, Navidec recorded restructuring and other related charges of
$806,000 for headcount reductions. These restructuring charges were taken to
align Navidec's cost structure with changing market conditions and to create a
more flexible and efficient organization. The plan resulted in headcount
reduction of approximately 40 employees, which was made up of 70% non billable
staff, and 30% billable staff. The charge relates to the e-solutions segment.



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<PAGE>

The $806,000 charge for the quarter ended March 31, 2001 was paid to the
terminated employees in during the same quarter.

(10) CARPOINT INVESTMENT

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

In May 2001, Navidec sold 12,258,300 shares of CarPoint, Inc. for net proceeds
of $6.9 million. The sale of the stock resulted in a recognized loss on sale of
the investment of $858,000. In connection with the sale, the Company's Board of
Directors authorized the payment of a bonus of approximately $513,000. The
remaining shares were written-down to $0.56 per share, the price received for
the shares sold. This resulted in a charge of $49,000 for the second quarter
ended June 30, 2001. As of December 31, 2001, the Company held 1,050,000 shares
valued at $588,000. These shares were sold on March 31, 2002 to one of the
majority shareholders at CarPoint.

The net results of the above transactions have been included in impairment of
investments of $44.9 million in the accompanying consolidated statements of
operations.

(11) SUBSEQUENT EVENTS

None


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<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

We have identified the policies below as critical to our business operations and
the understanding of our results from operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Discussion and Analysis of Financial Conditions and
Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 2 in the Notes to the Consolidated Financial
Statements in Item eight of this Annual Report on Form 10-K, beginning on page
F-8. Note that our preparation of this Annual Report on Form 10-K requires us to
make estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.

-Revenue recognition. Our revenue recognition policy is significant because our
revenue is a key component of our results of operations. In addition, our
revenue recognition determines the timing of certain expenses, such as
commissions. We follow very specific and detailed guidelines in measuring
revenue, however, certain judgments affect the application of our revenue
policy. Revenue results are difficult to predict, and any shortfall in revenue
or delay in recognizing revenue could cause our operating results to vary
significantly from quarter to quarter and could result in future operating
losses. During 2002, approximately 50% of our revenue was generated from
fixed-price, fixed completion date work. Revenue for this work is recognized on
a percentage-of-completion basis using the ratio of direct costs incurred to the
estimated total direct costs of the engagement. Estimates of the total direct
costs of the engagement require judgments about the time needed to complete the
project and the level of personnel involved. Management regularly reviews its
estimates and underlying assumptions for contracts in progress. The remaining
50% of revenue during 2002 was from time and materials contracts for which
revenue is recognized as the work is completed. Revenue recognition for time and
materials contracts is not significantly impacted by judgments and estimates.

-Reserves for Bad Debt and Revenue Contingencies. Our policy on reserves for bad
debt and revenue contingencies determines the timing and recognition of expenses
and revenue recognition.

We follow guidelines that reserve based off of historical and account specific
trends, however, certain judgments affect the application of our bad debt and
revenue reserve contingencies. Repayment is difficult to predict, and any
shortfall or delay in recognizing payment could cause operating results to vary
significantly from quarter to quarter and could result in future operating
losses. Our receivables are recorded net of an allowance for doubtful accounts
which requires management to estimate amounts due which may not be collected.
This estimate requires consideration of general economic conditions, overall
historical trends related to the Company's collection of receivables, customer
specific payment history, and customer specific factors affecting their ability
to pay amounts due. Management routinely assesses and revises its estimate of
the allowance for doubtful accounts.

OVERVIEW

Navidec provides quality integrated e-business solutions and services that
transform traditional business into e-business. Navidec's suite of proven
solutions enable an enterprise to centralize and consolidate their content and
applications onto the Internet to improve user experience, collaboration and
system administration to ensure lower operating costs and improved revenue
opportunities. This is done through the integration and extension of
best-of-breed portal, directory, security and integration software developed by
the leading Internet software vendors.

Our teams of experts deliver not only extensive Internet development and system
integration experience, but also comprehensive domain knowledge within the
sectors of financial services, energy, telecommunications, utilities and
technology.


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<PAGE>

The core philosophy of Navidec is to develop long-term partnerships by
dedicating teams of experienced personnel to a client's solutions to ensure
longevity of the relationship and a consistent vision for their solution. The
result, rapid deployment of efficient, cost effective e-business solutions,
which position our customers for industry leadership.

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

During 2002, Navidec generated revenues from eSolutions as Navidec had sold or
discontinued all other segments in prior years. Approximately 50% of the
eSolutions revenue was generated from fixed-price, fixed completion date
contracts. In developing these contracts, consideration is given to the
technical complexity of the engagement, the resources required to complete the
engagement and the extent to which we will be able to deploy internally
developed software tools to deliver the solution. The goal is to make most
eSolutions work deliverable within a ninety (90) to one hundred twenty (120)-day
time frame. Revenue for this work is recognized on percentage-of-completion
accounting basis using the ratio of direct costs incurred as compared to the
estimated total direct costs of the engagement. The remaining 50% of revenue is
from work done on a time and materials basis. Revenue for this work is
recognized as it is completed.

Navidec's product distribution business generated revenue through the resale of
third party software and hardware components, graphical printers and supplies.
Since product distribution is not related to our core strategy, we discontinued
these sales efforts in 2001. All of the assets associated with the product
distribution segment were sold or written off in 2001.

Navidec's operating expenses consist of product development, general and
administrative, sales and marketing and depreciation, amortization and
impairment of goodwill. Additional operating expenses were incurred in 2001 and
2002, such as non-cash stock expense, restructuring charges and losses on
impairment of assets. Product development includes salaries and out-of-pocket
expenses incurred in developing new technologies for our own use or for future
customer applications generally, as opposed to customer-specific development.
General and administrative consists primarily of salary and benefit expenses for
our non-billable employees. It also includes expenses associated with our office
facility and equipment leases. Sales and marketing includes personnel costs,
advertising costs, costs associated with participation in trade shows and direct
marketing program and related travel expenses. Non-cash stock expense relates to
employee stock options that were repriced in 2001, and warrants given to a third
party vendor for marketing services provided during the year. Restructuring
charges are related to expenses incurred in reducing employees to a level that
corresponded to current demands for services, and expenses related with
restructuring leases to meet the needs of the company. Loss on impairment of
assets is the cost of bringing assets in line with current market value.



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

<PAGE>


 THREE-MONTH RESULTS OF OPERATIONS
                                                           Three Months
                                                         ended March 31,
                                                        2001        2002
                                                       ------      ------
REVENUE:
     eSolutions                                         8,426       2,394
     Product distribution                                 182        --
                                                       ------      ------
         Total revenue                                  8,608       2,394
COST OF REVENUE                                         4,964       1,455
                                                       ------      ------
     Gross margin                                       3,644         939

OPERATING EXPENSES:
     Product development                                1,583          84
     General and administrative                         2,416         635
     Sales and marketing                                2,900         370
                                                       ------      ------
     Total operating expenses before restructuring
     Non-cash stock and depreciation expenses           6,899       1,089
                                                       ------      ------
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES                              (3,255)       (150)

     Restructuring expenses                               806        --
     Non-cash stock expense                              --            23
     Depreciation and amortization                        643         388
                                                       ------      ------
     Total restructuring, non-cash stock
          and depreciation expense                      1,449         411

LOSS FROM OPERATIONS                                   (4,704)       (561)
                                                       ======      ======

THREE-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES

                                                           Three Months
                                                          ended March 31,
                                                        2001         2002
                                                       ------       ------
REVENUE:

     eSolutions                                          97.9%       100.0%
     Product distribution                                 2.1%         0.0%
                                                       ------       ------
         Total revenue                                  100.0%       100.0%

COST OF REVENUE                                          57.7%        60.8%
     Gross margin                                        42.3%        39.2%

OPERATING EXPENSES:
     Product development                                 18.4%         3.5%
     General and administrative                          28.1%        26.5%
     Sales and marketing                                 33.7%        15.5%
                                                       ------       ------
     Total operating expenses before restructuring
     Non-cash and depreciation expenses                  80.1%        45.5%
                                                       ------       ------
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES                               (37.8)%       (6.3%)

     Restructuring expenses                               9.4%         0.0%
     Non-cash stock Expense                               0.0%         1.0%
     Depreciation and amortization                        7.5%        16.2%
                                                       ------       ------
     Total restructuring, non-cash stock
          and depreciation expense                       16.8%        17.2%
LOSS FROM OPERATIONS                                    (54.6%)      (23.4%)
                                                       ======       ======


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<PAGE>

Three Months Ended March 31, 2002 AND 2001

Revenue for the quarter ended March 31, 2002 decreased $6.2 million, or 72.2%,
from 2001 revenues of $8.6 million to $2.4 million in 2001. The decrease was
primarily a result of lower market demand for IT services, and a struggling
economy. Revenue in 2002 associated with eSolutions decreased $6.0 million, or
71.6%, from 2001, down to $2.4 million from $8.4 million. Product distribution
was discontinued in the fourth quarter of 2001 resulting in a revenue decrease
of $182,000.

Gross margin decreased $2.7 million, or 74.2%, from gross margin of $3.6 million
in 2001 to $940,000 in 2002. As a percentage of revenue, gross profit decreased
from 42.3% to 39.2%. The decrease in the gross margin was a result of decreasing
margins in eSolutions.

Product development costs decreased $1.5 million, or 94.7%, from expenses of
$1.5 million in 2000 to $84,000 in 2001. As a percentage of revenue, product
development costs decreased from 18.4% in 2001 to 3.5% in 2002. The decrease in
product development cost is the result of narrowed focus on the areas that
Navidec is pursuing.

General and administrative expenses decreased $1.8 million or 73.7%, from
adjusted general and administrative expenses of $2.4 million in 2001 to $635,000
in 2002. As a percentage of revenue, general and administrative expenses
decreased from 28.1% in 2002 to 26.5% in 2001. Navidec is projecting general and
administrative expenses to remain stable for the remainder of 2002, as a result
of personnel changes and reduced overhead expenses.

Sales and marketing expenses decreased by $2.5 million, or 87.2%, from $2.9
million in 2001 to $370,000 in 2002. As a percentage of revenue, sales and
marketing expenses decreased from 33.7% to 15.5% of revenue in 2001 and 2002,
respectively.

To align Navidec's cost structure with changing market conditions and to create
a more efficient and flexible organization, Navidec reduced its headcount by
approximately 45 employees during March 2001 and recorded restructuring charges
of $806,000 for severance and benefits.

During 2001, the Company cancelled approximately 1.3 million unexercised and
outstanding stock options and granted 883,000 replacement options with a strike
price of zero. Deferred compensation was recorded for the intrinsic value of the
options and compensation expense of $566,000 was recorded as non cash stock
expense as the deferred compensation was amortized. On March 31, 2002 $135,000
of deferred compensation remained, which will be amortized into non cash stock
expense in future periods. During the quarter ended March 31, 2002 the Company
had non cash stock expense of $23,000. The allocation of non cash stock expense
to the same functional classification as the employees' cash compensation is as
follows:

                                                 March 31,
                                                   2002
                                              (In Thousands)
        Cost of revenue                            $ 4
        Sales and marketing                          1
        General and administrative                  18
                                                   ---
          Total non cash stock expense             $23
                                                   ===

Depreciation and amortization decreased $255,000 or 39.7% from $643,000 in 2001
to $388,000 in 2002. Depreciation was down in part due to asset impairments
during the year and due to more assets becoming fully depreciated.

Net Interest income (expenses) decreased from $296,000 in 2001 to $(25,000) in
2001. This decrease was the result of lower cash and investment balances in 2002
and the term note with Silicon Valley Bank which was taken out until the end of
2001.


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<PAGE>

During the quarter ended March 31, 2001 Navidec realized a loss of $43.5 million
on the sale of the majority of its holding in CarPoint, Inc and the write down
of the remaining balance to fair value. The remainder of the CarPoint stock was
carried at $588,000 at December 31, 2001 and sold in March 2002.

During the quarter ended March 31, 2001, the Company sold BEA Systems, Inc.
stock with an original cost of $673,000 for $881,000, resulting in a $208,000
gain included in other income.

As a result of the items discussed above, we recorded a net loss of $582,000 for
the quarter ended March 31, 2002 versus a net loss of $39.9 million in 2001. Our
basic and diluted loss per share was $0.05 in 2002 versus basic and diluted loss
per share of $3.43 in 2001.

LIQUIDITY AND CAPITAL RESOURCES

From our inception through March 31, 2002, we funded our operations primarily
from the following sources:

-    equity proceeds through public offerings and private placements of our
     securities;

-    revenue generated from operations;

-    loans from principal shareholders and employees;

-    loans and lines of credit; and

-    accounts receivable factoring arrangements made available by banks.

Cash, flow from operations has not historically been sufficient to sustain our
operations without the above additional sources of capital.

As of March 31, 2001, we had cash and cash equivalents of $892,000, restricted
cash of $1.2 million and working capital of $2.1 million. This compares with
cash and cash equivalents of $368,000, and working capital of $6.1 million as of
March 31, 2001.

Cash used in our operating activities totaled $1.8 million for the quarter ended
March 31, 2002 compared with $5.3 million for the quarter ended March 31, 2001.
This was due to a decrease in net loss before non-cash adjustments of $35.5
million between periods ($35.9 million in 2001 to $443,000 in 2002) and cash
used in net operating assets of $1.7 million in 2002 versus a use of $1.3
million in 2001.

Cash provided by investing activities totaled $598,000 for the quarter ended
March 31, 2002 compared with $2.4 million for the quarter ended March 31, 2001.

Cash used in financing activities was $332,000 during the quarter ended March
31, 2002 and $247,000 for the quarter ended March 31, 3001.

At March 31, 2001, the Company had $919,000 outstanding under its term credit
facility. In April 2002 the Company amended its line of credit agreement with
the Bank, and as a result, the availability under the Line was $600,000 as of
March 31, 2002. Availability under the line of credit as amended in April 2002,
is limited to the lesser of $1 million or 70% of net accounts receivable less
than 90 days old, and further limited by the amount of the term loan outstanding
that is in excess of cash collateral. The term loan is due monthly with
principal and interest payments through December 2004. The Company is required
to maintain certain financial covenants on a monthly basis. Those covenants
include a minimum quick asset ratio of 1 to 1, increasing to 1.4 to 1 in
September 2002, and a minimum tangible net worth of $3,650,000, plus 50% of
quarterly income if any. As of March 31, 2002 the company was in compliance with
all loan covenants.



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<PAGE>

If Navidec substantially meets its operation plan, the Company will marginally
maintain compliance with these covenants. If, however, the Company experiences a
larger than anticipated decline in revenues, the Company may not be able to
comply with these covenants. If the Company violates its covenants, it may be
required to pay the balance of the term loan, and funds may not be available
under the line of credit.

If Navidec is not able to maintain compliance with its debt covenants, the
Company will seek to renegotiate or obtain alternative financing. The Company
has implemented a plan of action in order to sustain operations and satisfy the
financial covenants on its credit facilities. During 2001, the Company
significantly reduced costs through headcount reductions. In March of 2002, the
company sold its investment in CarPoint stock for cash. Furthermore, the Company
continues to evaluate its contractual obligations and is seeking to renegotiate
certain of these obligations in order to further reduce costs. The Company would
consider further significant reductions in its operating activities if these
funds are insufficient to sustain operations, or the financial covenants are in
jeopardy of being violated in 2002. The Company believes that its cash and cash
equivalents, working capital, amounts available under its line of credit, and
the subsequent to year-end sale of its investment in CarPoint stock will sustain
operations until the end of 2002. However, there can be no guarantee the Company
will be successful in these efforts.

On a longer-term basis, the Company believes it will generate sufficient cash
flow from operations to fund its long-term plan. If, however, our capital
requirements or cash flow vary from our current projections or if unforeseen
circumstances occur, we may require additional financing sooner than we
anticipate. Failure to raise necessary capital could restrict our growth, limit
our development of new products and services or hinder our ability to compete.

Navidec is subject to various contractual obligations including long-term debt,
capital leases, and operating leases. The table below summarizes these
contractual obligations by year (in thousands):
<TABLE>
<CAPTION>
                                   Less than
                                            Total      1 year     1-3 yrs.  Thereafter
<S>                                         <C>        <C>        <C>        <C>
     Long-term debt,
       including current portion            $  919     $  311     $  608     $ --
     Capital leases                            519        397        122       --
     Operating leases                        2,324        615      1,709       --
                                            ------     ------     ------     ------
     Total contractual cash obligations     $3,762     $1,323     $2,439     $ --
                                            ======     ======     ======     ======
</TABLE>

The Company's debt agreement requires the Company to maintain certain financial
covenants. If the Company does not maintain these covenants, the lender may
demand repayment thus accelerating the amounts due.

In addition to these obligations, the Company maintains a standby letter of
credit for $1.2 million, collateralized by $1.2 million of certificates of
deposit shown as restricted cash in the consolidated financial statements. In
amending the lease on its facility in September 2001, the Company has agreed to
allow its landlord to call $600,000 of this letter of credit. Of the $600,000,
$438,000 will go to prepaying rent on the Company's remaining 35,000 square feet
and $132,000 will go to paying for the cancellation of 35,000 square feet of
leased facility. The remaining $600,000 of the letter of credit must be
maintained by the Company or replaced with other collateral through the term of
its office lease, which expires in December 2004.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Navidec is exposed to the impact of interest rate changes and change in the
market values of its investments. Based on our market risk sensitive instruments
outstanding as of March 31, 2002, as described below, we have determined that
there was no material market risk exposure to our consolidated financial



--------------------------------------------------------------------------------
<PAGE>

position, results of operations, or cash flows as of such date. We do not enter
into derivatives or other financial instruments for trading or speculative
purposes.

INTEREST RATE RISK - At March 31, 2002, Navidec's exposure to market rate risk
for changes in interest rates relates primarily to its borrowings. Navidec has
not used derivative financial instruments in its credit facilities. At December
31, 2001, the company had $1 million of debt outstanding at a floating interest
rate of Prime + 1.50% with a floor of 8.4% (8.4% at March 31, 2002). The
estimated fair value of our long-term debt approximates its carrying value
because of the variable rates. The debt matures as follows: 2002 - $311,000;
2003 - $330,000; 2004 - $359,000. A hypothetical 10% increase in the Prime rate
would not be significant to the Company's financial position, results of
operations, or cash flows.

INVESTMENT RISK - Navidec has investments in equity instruments in information
technology companies for business and strategic purposes. These investments are
included in other long-term assets and are accounted for under the cost method
since ownership is less than twenty percent (20%) and Navidec does not assert
significant influence.

The Company's marketable equity securities are recorded at fair value of
approximately $17,000 at March 31, 2002 and are not significant to the Company's
financial position or results of operations.

INFLATION

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

FORWARD LOOKING INFORMATION

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

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds
None

Item 3.  Defaults Upon Senior Securities
None

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

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K



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

<PAGE>

         (a)  Exhibits.

 None

         (b)  Form 8-K

Changes in Registrant's Certifying Accountant from Arthur Anderson LLP to Hein +
Associates LLP. May 6, 2002

                                   SIGNATURES

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

                                  NAVIDEC, INC.



By  /S/RALPH ARMIJO
Ralph Armijo
President and CEO

Date:  May 14, 2002


By  /S/ PAT MAWHINNEY
Pat Mawhinney
Chief Financial Officer

Date: May 14, 2002


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