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 March 38, 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
                                 --------------
                                  NAVIDEC, INC.
                                 BALANCE SHEETS

                                                       March 31,    December 31,
                                                         1998          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            $    87,000    $    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                                    $   232,000    $   190,000
Other accrued liabilities                            $   210,000    $   171,000
                                                     -----------    -----------
Total current liabilities                            $ 1,185,000    $ 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
 3,301,000 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)                                   $ 1,724,000    $ 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,
                                                 ------------------------------
                                                    1998                1997
                                                 -----------        -----------
NET SALES                                        $ 1,702,000        $ 1,363,000
     Cost of Sales                               $ 1,055,000        $   858,000
GROSS MARGIN                                     $   647,000        $   506,000

     Operating Expenses                          $ 1,112,000        $   769,000
                                                 -----------        -----------

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

OTHER INCOME (EXPENSES)
  Interest, net                                  $   (16,000)       $  (231,000)
  Other                                          $         0        $    (1,000)
                                                 -----------        -----------

  Other, net                                     $   (16,000)       $  (232,000)

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 by operating activities:

 Depreciation and amortization                                $   169,000          $    92,000

 Changes in operating assets and liabilities

 Decrease (increase) in accounts receivable                   $    58,000          $  (953,000)
 Decrease (increase) in costs and estimated earnings          $  (261,000)
 Decrease (increase) in inventory                             $   255,000          $   (49,000)
 Decrease (increase) in prepaid expenses                      $    (1,000)         $  (193,000)
 Increase (decrease) in accounts payable                      $  (134,000)         $   186,000
 Increase (decrease) in accrued expenses                      $    39,000          $  (152,000)

Net cash provided by (used in) operating activities           $  (356,000)         $(1,527,000)

Cash flows from investing activities:

 Purchases of fixed assets                                    $  (119,000)         $   (67,000)

Cash flows from financing activities:
  Proceeds from sale of Accounts receivable                   $   402,000          $      --

  Payments on Notes Payable/Lease Payable                     $  (376,000)         $(1,850,000)

  Proceeds from issuance of notes/Capital Leases              $         0          $   240,000

  Decrease (increase) in notes receivable                     $    11,000          $   (30,000)

  Issuance of common stock                                    $   654,000          $ 4,880,000

Net cash provided by (used in) financing activities           $   690,000          $ 3,634,000

Net increase in cash                                          $   215,000          $ 2,040,000

Supplemental schedule of cash flow information:

  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  though  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.  Offing
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) on broker  warrant  for each $20 sold at a price of $4.50.  As of
March 31, 1997,  the Company had closing on the private  placement of $1,363,000
net of offering  costs of  $246,000.  No warrants  had been issued to brokers or
registered representatives as of March 31, 1998.


                                       7

<PAGE>

 Notes Payable

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

 Note payable to a bank,  interest at prime plus 1/2% (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.                                              $  4,000



                                       8

<PAGE>



Item 2

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


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

Overview

The Company was organized as ACI Systems, Inc. in July 1993 and changed its name
to NAVIDEC,  Inc. in July 1996. The Company's  principal  sources of revenue are
from  the  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  merged  with
Interactive  Planet,  Inc.  ("IPI"),  a designer and developer of Internet World
Wide Web sites,  in July 1996. The Company issued an aggregate of 678,877 shares
of Common Stock to the  shareholders  of IPI and a promissory note in the amount
of  $75,000  to one  shareholder  of IPI in  exchange  for all of the issued and
outstanding  stock of IPI. The Company  acquired  TouchSource,  Inc.  ("TS"),  a
designer and developer of interactive  Kiosks,  in July 1997. The Company issued
an aggregate of 207,000 shares of Common Stock to the  shareholders of TS and TS
was merged into the Company in  exchange  for all of the issued and  outstanding
stock of TS. The merger and acquisition  were consummated in order to expand the
Company's  business  model of combined  expertise in  traditional  marketing and
distribution and Internet/ Intranet technology.

The  Company's  strategy  is to  increase  revenue  generated  by its  two  core
competencies:  (1) Internet/Intranet  Solutions i.e. "Wheels", 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.  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 Warrants
are redeemable at the option of the Company, at $.05 per Warrant, at any time on
or after  February 10, 1998 or such earlier date as may be  determined by Joseph

                                       9

<PAGE>


Charles & Associates,  the managing  underwriter in the public offering.  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  $3,504,000  (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  March  1998,   the  Company  raised  net  proceeds  of
approximately  $1,117,000  from the issuance of 302,890  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 or such earlier date as may
be determined by Joseph  Charles & Associates,  the managing  underwriter in the
public offering

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.

                                                 Quarter Ended
                                                    March 31
                                           1998                1997
                                           ----                ----
Net Sales                                  100%                 100%
Cost of Sales                               62%                  63%
Gross Margin                                38%                  37%
Operating Expense                           65%                  56%
Other Income (Expense)                      (1)%                (17)%
Net Income (Loss)                          (28)%                (39)%


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 companies 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.

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
$232,000  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.

                                       10

<PAGE>

Liquidity and Capital Resources

Through March 31, 1998,  the Company  funded its  operations  primarily  through
equity  investments,  through 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.

Cash  used  in  operating  activities  for  the  Company  totaled  $356,000  and
$1,527,000  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. Th expenditures were to develop the infrastructure
for the Wheels products.

Cash from  financing  activities  in fiscal  1998  consisted  of  advances  from
receivable  financing of $402,000 net of repayments  of $376,000,  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.

                                       11

<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



                                       12