FORM 10-Q/ASB-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-Q/ASB

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

     For the period ended March 31, 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 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 March 31, 1998,  Registrant had 3,301,000 shares of common stock
          outstanding


<PAGE>



                                  NAVIDEC, INC.

                                      INDEX
                                      -----


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

    Item 1. Financial Statements

       Balance Sheets as of March 31, 1998 and December 31, 1997

       Statements of Operations, Three months ended March 31, 1998 and 1997

       Statements of Cash Flows,
       Three months ended March 31, 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- 4. Not Applicable

    Item 5. Other Information

    Item 6. Exhibits and Reports on Form 8-K

PART III. SIGNATURES
--------------------

    Item 1. Signatures

                                       2
<PAGE>



PART I - FINANCIAL INFORMATION
------------------------------
Item 1.  Financial Statements
                                  NAVIDEC, INC.

                                 BALANCE SHEETS
                                 --------------
                                

                                                       March 31,    December 31,
                                                   1998 (Unaudited)     1997
                                                   ----------------     ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                            $   584,000    $   369,000
Accounts Receivable:
  Trade net of $50,000 allowance for doubtful
    accounts                                         $   689,000    $   726,000
Retainage                                                           $    21,000
Cost and estimated earnings in excess of billing     $   367,000    $   106,000
Notes Receivable                                     $    49,000    $    60,000
Inventory                                            $   294,000    $   549,000
Prepaid expenses and other current assets            $    88,000    $    86,000
                                                     -----------    -----------
Total current assets                                 $ 2,071,000    $ 1,917,000

PROPERTY AND EQUIPMENT, net                          $   743,000    $   713,000

OTHER ASSETS

Restricted certificate of deposit                    $   300,000    $   300,000
Intangibles, net                                     $    89,000    $   169,000
                                                     -----------    -----------
Total Assets                                         $ 3,203,000    $ 3,099,000
                                                     ===========    ===========

                      LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
Current portion of capital lease obligations         $    37,000    $    37,000
Notes payable                                        $    63,000    $    63,000
Accounts payable                                     $   644,000    $   778,000
Payable to factor                                    $   210,000    $   190,000
Other accrued liabilities                            $   232,000    $   171,000
                                                     -----------    -----------
Total current liabilities                            $ 1,186,000    $ 1,239,000

CAPITAL LEASE OBLIGATIONS,
net current portion                                  $    94,000    $    95,000

NOTES PAYABLE,
net current portion                                  $   200,000    $   215,000

STOCKHOLDERS  EQUITY

Common stock, no par value;
 20,000,000 shares authorized
 3,370,000 and 3,201,000 shares
 issued and outstanding                              $ 7,422,000    $ 6,768,000
Accumulated deficit                                   (5,699,000)    (5,218,000)
                                                     -----------    -----------
Total stockholders
  equity (deficit)                                   $ 1,723,000    $ 1,550,000
TOTAL LIABILITIES and
STOCKHOLDERS  EQUITY                                 $ 3,203,000    $ 3,099,000
                                                     ===========    ===========


              See accompanying notes to these financial statements.

                                       3
<PAGE>
 
                                  NAVIDEC, INC.

                            STATEMENTS OF OPERATIONS
                            ------------------------


                                                      FOR THE THREE MONTHS
                                                  ENDED MARCH 31, (UNAUDITED)
                                               --------------------------------
                                                  1998                  1997
                                                  ----                  ----
                                      
NET SALES                                      $ 1,702,000          $ 1,363,000

    Cost of sales                                1,055,000              857,000
                                               -----------          -----------

GROSS MARGIN                                       647,000              506,000

    Operating expense                            1,112,000              769,000
                                               -----------          -----------

OPERATING INCOME (LOSS)                           (465,000)            (263,000)

OTHER INCOME (EXPENSE):
    Interest, net                                  (16,000)            (270,000)
    Other                                              -0-               (1,000)
                                               -----------          -----------
         Other, Net                                (16,000)            (271,000)
                                               -----------          -----------
NET INCOME (LOSS)                              $  (481,000)         $  (534,000)
                                               ===========          ===========

NET LOSS PER SHARE                             $      (.15)         $      (.23)
                                               ===========          ===========

WEIGHTED AVERAGE COMMON
 SHARES AND EQUIVALENTS
 OUTSTANDING                                     3,236,000            2,290,000
                                               ===========          ===========

              See accompanying notes to these financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>



                                     NAVIDEC, INC.

                               STATEMENTS OF CASH FLOWS
                               ------------------------

                                                           FOR THE THREE MONTHS ENDED
                                                                     MARCH 31
                                                           --------------------------
                                                               1998           1997
                                                               ----           ----
                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>            <C>         
    Net loss                                               $  (481,000)   $  (534,000)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
          Depreciation and amortization                        169,000         92,000
                Accounts receivable                             58,000       (953,000)
                Costs and estimated earnings in
                        excess of billings                    (261,000)          --
                Inventories                                    255,000        (49,000)
                Other assets                                    (3,000)      (193,000)
             Increase (decrease) in:
                Accounts payable and accrued liabilities      (134,000)       186,000
                Other liabilities                               61,000       (152,000)
                                                           -----------    -----------
      Net cash used in operating activities                   (336,000)    (1,603,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Decrease (increase) in Notes Receivable                     11,000        (30,000)
    Capital expenditures for property and equipment           (119,000)       (67,000)
                                                           -----------    -----------
      Net cash used in investing activities                   (108,000)       (97,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from factoring of accounts receivable             402,000           --
    Payment to factor                                         (382,000)
    Proceeds from issuance of common stock                     654,000      5,350,000
    Proceeds from issuance of notes payable                       --          240,000
    Proceeds from notes payable -related parties                40,000
    Payment on notes payable-related parties                   (40,000)
    Payment on notes payable and capital leases                (15,000)    (1,850,000)
                                                           -----------    -----------
       Net cash provided by financing activities               659,000      3,740,000

INCREASE IN CASH AND CASH EQUIVALENTS                          215,000      2,040,000

CASH AND CASH EQUIVALENTS,
      beginning of period                                      369,000        231,000
                                                           -----------    -----------
CASH AND CASH EQUIVALENTS, end of period                   $   584,000    $ 2,271,000
                                                           ===========    ===========
SUPPLEMENTAL SCHEDULE OF CASH
FLOW INFORMATION:
    Cash payments for interest                             $    16,000    $   231,000
                                                           ===========    ===========

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


                 See accompanying notes to these financial statements.

                                          5
</TABLE>

<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.

     Private Placement - The Company is raising  additional capital in a private
     placement. The offering provides for a maximum amount of $2,700,000 with no
     minimum consisting of a maximum of 600,000 units (comprised of one share of
     common  stock and one warrant) at $4.50 per unit.  Each warrant  allows for
     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 for 20  consecutive  trading  days  within the 30-day  period
     preceding the date the notice is given equals or exceeds $8.40. The Company
     is required by the term of the  placement  agreement to register the common
     shares and the  common  shares  underlying  the  warrants  within 45 day of
     filing the Company's  10-KSB.  Offering costs  associated  with the private
     placement include  underwriting  commissions and  non-accountable  expenses
     totaling 13% of proceeds,  as well as placement  agent warrants to purchase
     units for 5 years from the date of closing at $4.50 per unit.  In addition,
     the Company has agreed to issue any broker or  registered  agent who places
     four or more  placement  units  (consisting of 6,000 units or $27,000 each)
     one broker  warrant for each 20 unit sold at a price of $4.50.  As of March
     31, 1997,  the Company had closing on the private  placement of  $1,371,000
     net of offering  costs of $243,000.  No warrants had been issued to brokers
     or registered representatives as of March 31, 1998.

                                       6
<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 month periods ended
     March 31, 1998 and 1997.


     NOTES PAYABLE
     Notes payable at March 31, 1997, consists of the following:

     Note  payable  to a bank,  interest  at prime  plus1/2%
     (8.75% as of March 31, 1998) 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.                                        $260,000
        
     Note   payable   to   officer/director    /shareholder,
     principal  along with  interest at 10% per annum due on
     December 31, 1998.                                            $ 3,000




                                       7
<PAGE>



Item 2
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ------------------------------------------------



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

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  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., 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.

     The  Company's  strategy is to increase  revenue  generated by its two core
competencies:  (1) Internet/Intranet  Solutions, which are focused in five major
market areas, including computer and network infrastructure equipment,  software
and services,  content  aggregation,  electronic commerce and order fulfillment,
and (2) 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 1998 and
years  to  follows.   The  Wheels  solution  combines  the  companies  two  core
competencies of Internet/Intranet solutions 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. 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
Solutions and Product Distribution goods.  Internet/Intranet Solutions 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 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.

     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.  The Units were  identical to the Units  offered in the public
offering.

     On  February  14,  1997,  the  Company  consummated  a public  offering  of
1,000,000  Units  consisting  of one share of Common  Stock and one Common Stock
purchase warrant  ("Warrant").  Each Warrant entitles the holder to purchase one
share of Common Stock at a price of $7.20 per share until February 10, 2002. The

                                       8
<PAGE>


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 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  from 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 closed 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 sets forth for the periods indicated the percentage of
net sales represented by certain line items included in the Company's  statement
of operations.

                                             Three Months Ended
                                                   March 31
                              -------------------------------------------------
                                      1998                          1997
                                      ----                          ----

Net Sales                     100%    $ 1,702,000           100%    $ 1,363,000
Cost of Sales                  62       1,055,000            63         857,000
Gross Margin                   38         647,000            37         506,000
Operating Expense              65       1,112,000            56         769,000
Other Income (Expense)         (1)        (16,000)          (20)       (271,000)
Net Income (Loss)             (28)       (481,000)          (39)       (534,000)

     Net sales for the first quarter of 1998 were $1,702,000 which represents an
increase of 25% over net sales of $1,363,000  for the first quarter of 1997. The
increase is primarily attributed to sales of Internet/Intranet  Solutions, which
were  $614,000 an  increase of 109% over net sales of $294,000  during the first
quarter of 1997. Sales of the Company's Wheels solution, which was introduced in
the 4th quarter of 1997  accounted for $365,000 or 59% of the  Internet/Intranet
sales  for the  first  quarter  of 1998.  In  addition,  net  sales of  Computer
Infrastructure  were  $539,000 an increase of 34% over net sales of $402,000 The
increase in net sales in all three  categories  was  primarily  attributable  to
increased marketing activities and greater market penetration.

     Net sales in Distribution were $549,000 a decrease of 18% from net sales of
$667,000  during the first quarter of 1997.  The decrease in sales is attributed
to the  discontinuation  of distribution  products that didn't have strong gross
profit and or recurring sales.

     Gross margin was 38% during first quarter of 1998, an increase of 1% over a
gross  margin of 37%  during  the same  quarter  in 1997.  The  increase  in the
Company's  gross margin was  attributed to  management's  elimination of several
distribution  products that carried low gross margin and the strong gross margin
on Internet/Intranet Solutions.

     Operating expenses for first quarter of 1998 were $1,112,000  compared with
$769,000 for the first  quarter  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  quarter of 1998 was $16,000  compared with
$270,000  for first  quarter of 1997.  The  decrease  was a result of the Bridge
Promissory  Notes that were converted in February of 1997.  The Company  expects
interest expense to remain constant for the remainder of 1998.

Liquidity and Capital Resources

     Through March 31, 1998, the Company funded its operations primarily through
equity investments, 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. On March 31,
1997 the Company  had cash and cash  equivalents  of $584,000  and a net working
capital of $886,000  compared to cash and cash equivalents of $369,000 and a net
working capital of $678,000 as of December 31, 1997.

                                       9
<PAGE>


     Cash used in  operating  activities  for the Company  totaled  $336,000 and
$1,603,000  for  first  quarter  of 1998 and  1997,  respectively.  Cash used in
investing  activities  consisted of  expenditures  for  property and  equipment.
Capital expenditures increased to $119,000 in first quarter of 1998 from $67,000
during first quarter of 1997.

     Cash from  financing  activities in fiscal 1998  consisted of advances from
factoring arrangements of $402,000 net of repayments of $382,000,  proceeds from
the issuance of common stock of $654,000.  This  compares to 1997  repayments of
Notes of $1,437,000  from the Bridge Private  Placement,  $226,000 in loans from
shareholders and employees.

     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.


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

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, 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.


                                       10
<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:  May 12, 1998

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


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