UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 8K
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

Date of Report (date of earliest event reported):   January 7, 1999

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 December 31, 1998,  Registrant  had 4,708,221  shares of common stock
outstanding.




<PAGE>



                                  NAVIDEC, INC.
                                  -------------
                                      INDEX
                                      -----


PART I. OTHER EVENTS
--------------------

        Item 1.  Private Placement

PART II. FINANCIAL INFORMATION
------------------------------

        Item 1.  Financial Statements

                 Balance Sheets as of November 30, 1998 and December 31, 1997

                 Statements of Operations, Eleven months ended November 30, 1998

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

        Item 1.  Signatures




                                                                               2

<PAGE>


PART II. - OTHER EVENTS
-----------------------

     On October  10,  1998  Navidec  Inc.  (the  "Company")  commenced a private
offering of 700,000  shares of Common  Stock.  On November  24, 1998 the Company
closed such private  offering  with respect to 700,000  shares.  The Total gross
proceeds received by the Company was $1,305,000.





                                                                               3
<PAGE>


PART II - FINANCIAL INFORMATION
-------------------------------
Item 1.  Financial Statements
                                  NAVIDEC, INC.
                                  -------------
                                 BALANCE SHEETS
                                 --------------

                                                  November 30,   December 31,
                                                      1998           1997
                                                  ------------   ------------
                                     ASSETS

CURRENT ASSETS:
Cash and cash equivalents                         $   915,000    $   369,000
Accounts Receivable:
  Trade net of $50,000 allowance
    for doubtful accounts                           1,403,000        726,000
Retainage                                                   0         21,000
Cost and estimated earnings in
   excess of billing                                  355,000        106,000
Notes Receivable                                       14,000         60,000
Inventory                                             555,000        549,000
Prepaid expenses and other current assets             237,000         86,000
                                                  -----------    -----------
Total current assets                              $ 3,479,000    $ 1,917,000

PROPERTY AND EQUIPMENT, net                           972,000        713,000
OTHER ASSETS
Restricted certificate of deposit                           0        300,000
Intangibles, net                                       84,000        169,000
                                                  -----------    -----------
Total Assets                                      $ 4,535,000    $ 3,099,000
                                                  ===========    ===========

                      LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Current portion of capital
  lease obligations                               $    37,000    $    37,000
Notes payable                                               0         63,000
Accounts payable                                    1,095,000        778,000
Lines Payable                                         989,000        190,000
Other accrued liabilities                             194,000        171,000
                                                  -----------    -----------
Total current liabilities                         $ 2,315,000    $ 1,239,000

CAPITAL LEASE OBLIGATIONS,
net current portion                                    62,000         95,000
NOTES PAYABLE,
net current portion                                         0        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                           $ 9,637,000    $ 6,768,000
Accumulated deficit                                (7,479,000)    (5,218,000)
                                                  -----------    -----------
Total stockholders
  equity (deficit)                                $ 2,158,000    $ 1,550,000
TOTAL LIABILITIES and
STOCKHOLDERS  EQUITY                              $ 4,535,000    $ 3,099,000
                                                  ===========    ===========


              See accompanying notes to these financial statements.
                                                                               4
<PAGE>

                                  NAVIDEC, INC.
                            STATEMENTS OF OPERATIONS


                               For the Ten Months
                             Ended November 30,1998



NET SALES                                                           $ 7,093,000
     Cost of Sales                                                    4,638,000
                                                                    -----------
GROSS MARGIN                                                        $ 2,455,000

     Operating Expenses                                               4,685,000
                                                                    -----------
OPERATING INCOME (LOSS)                                             $(2,230,000)

OTHER INCOME (EXPENSES)
  Interest, net                                                         (31,000)
  Other                                                                       0
                                                                    -----------

  Other, net                                                        $   (31,000)

NET INCOME (LOSS)                                                   $(2,261,000)
                                                                    ===========


NET LOSS PER SHARE                                                  $      (.67)

WEIGHTED AVERAGE COMMON SHARES
AND EQUIVALENTS OUTSTANDING                                           3,399,000

             See accompanying notes to these financial statements.
                                                                               5

<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, 1997, and should be read
     in conjunction with such financial statements and notes thereto.

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

     STOCKHOLDERS' EQUITY
     Public  Stock  Offering - On February 14,  1997,  the Company  completed an
     initial  public stock offering of 1,000,000  Units  (comprised of 1,000,000
     shares of common stock and warrants for the purchase of 1,000,000 shares of
     common stock) which provided gross proceeds to the Company of approximately
     $4,555,000.  Simultaneous with the offering  convertible  debenture holders
     converted  $1,438,000 in convertible  notes into common stock and warrants.
     Included in the 1,000,000  Units are 245,000 shares of common stock offered
     by the holders of the unsecured subordinated  convertible promissory notes.
     Each warrant  allows the holder to purchase one share of common stock at an
     exercise  price of $7.20 for a period of five  years  after the date of the
     offering.  The warrants are  redeemable  by the Company at $.05 per warrant
     upon  30 days  notice  if the  market  price  of the  common  stock  for 20
     consecutive  trading days within the 30-day  period  preceding the date the
     notice is given  equals or  exceeds  $8.40.  The  Company  also sold to the
     underwriter at the close of the public offering underwriters warrants, at a
     price of $0.001 per  warrant,  to purchase  100,000  shares of common stock
     exclusive of the over-allotment.  The underwriters warrants are exercisable
     for 4 years beginning in February 1998 at $7.38 per share.

     Stock Split - During  1996,  the Company  declared a 1 for 2 reverse  stock
     split and 510.2041 to 1 stock split.  The Company also declared a .85 for 1
     reverse stock split which became effective upon the initial public offering
     in February  1997. All common stock  reflected in the financial  statements
     and accompanying notes reflect the effect of the split and reverse split.

     Private  Placement - From November 1997 to April 1998,  the Company  raised
     additional  capital in a private  placement  offering  of 594,500  units at
     $4.50 per unit  (comprised  of 594,500  shares of common stock and warrants
     for the purchase of 594,500  shares of common stock) which  provided  gross
     proceeds to the Company of  approximately  $2,229,750.  Each warrant allows
     the holder to purchase  one share of common  stock at an exercise  price of
     $7.20 for a period  extending  through  February 10, 2002. The warrants are
     redeemable  by the Company at $.05 per  warrant  upon 30 days notice if the
     market price of the Company's common stock for 20 consecutive  trading days
     within the 30 day period  preceding  the date the notice is given equals or
     exceeds  $8.40.  Offering  costs  associated  with  the  private  placement
     included sales commissions and non-accountable expenses totaling 13% of the
     proceeds of the offering,  as well as placement  agent warrants to purchase
     59,450  units for 5 years from the date of  closing  at $4.50 per unit.  In
     addition,  the Company  agreed to issue any broker or registered  agent who
     placed four or more units  (consisting  of 6,000 units or $27,000 each) one
     broker warrant for each $20 sold.  During the private placement the Company
     issued 121,613 warrants to brokers or registered agents.  This offering was
     made pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
     as amended,  as an offering not  involving  any public  offering  solely to
     accredited and not more than 35 sophisticated investors.
                                                                               6
<PAGE>


     From October 1998 to November 1998, the Company raised  additional  capital
     in a private  placement  offering  of 700,000  shares at $2.00 per share of
     common stock which provided gross proceeds to the Company of  approximately
     $1,305,000.  Offering costs associated with the private placement  included
     sales commissions totaling 8% of the proceeds of the offering. In addition,
     the Company agreed to issue any broker or registered agent who placed fifty
     thousand  or more shares one broker  warrant for each $20 sold.  During the
     private  placement  the  Company  issued  48,000  warrants  to  brokers  or
     registered  agents.  This  offering  was  made  pursuant  to  Rule  506  of
     Regulation D under the Securities  Act of 1933, as amended,  as an offering
     not involving any public offering solely to accredited and not more than 35
     sophisticated investors.


COMPREHENSIVE INCOME

     In June, 1997 the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards No 130, Reporting Comprehensive Income ("FAS
     130").  FAS 130,  which is  effective  for  fiscal  years  beginning  after
     December  15,  1997,  defines   comprehensive  income  as  all  changes  in
     shareholder  equity exclusive of transactions with owners,  such as capital
     investments.  Comprehensive  income includes net income or loss, changes in
     certain assets and liabilities that are reported directly in equity such as
     translation adjustments on investments in foreign subsidiaries, and certain
     changes in minimum pension liabilities.  The Company's comprehensive income
     (loss)  was equal to its net  income  (loss)  for the three and nine  month
     periods ended September 30, 1998 and 1997.

NOTES PAYABLE

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

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


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:  January 5, 1999              By      /S/ RALPH ARMIJO
                                            ------------------------------------
                                            Ralph Armijo
                                            President and CEO


                                    By      /S/ PAT MAWHINNEY
                                            ------------------------------------
                                            Pat Mawhinney
                                            Chief Financial Officer
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 8K
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

Date of Report (date of earliest event reported):   January 7, 1999

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 December 31, 1998,  Registrant  had 4,708,221  shares of common stock
outstanding.
NAVIDEC, INC.
                                  -------------
                                      INDEX
                                      -----

PART I. OTHER EVENTS
--------------------

        Item 1.  Private Placement

PART II. FINANCIAL INFORMATION
------------------------------

        Item 1.  Financial Statements

                 Balance Sheets as of November 30, 1998 and December 31, 1997

                 Statements of Operations, Eleven months ended November 30, 1998

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

        Item 1.  Signatures

                                                                               2
PART II. - OTHER EVENTS
-----------------------

     On October  10,  1998  Navidec  Inc.  (the  "Company")  commenced a private
offering of 700,000  shares of Common  Stock.  On November  24, 1998 the Company
closed such private  offering  with respect to 700,000  shares.  The Total gross
proceeds received by the Company was $1,305,000.

                                                                               3
PART II - FINANCIAL INFORMATION
-------------------------------
Item 1.  Financial Statements
                                  NAVIDEC, INC.
                                  -------------
                                 BALANCE SHEETS
                                 --------------

                                                  November 30,   December 31,
                                                      1998           1997
                                                  ------------   ------------
                                     ASSETS

CURRENT ASSETS:
Cash and cash equivalents                         $   915,000    $   369,000
Accounts Receivable:
  Trade net of $50,000 allowance
    for doubtful accounts                           1,403,000        726,000
Retainage                                                   0         21,000
Cost and estimated earnings in
   excess of billing                                  355,000        106,000
Notes Receivable                                       14,000         60,000
Inventory                                             555,000        549,000
Prepaid expenses and other current assets             237,000         86,000
                                                  -----------    -----------
Total current assets                              $ 3,479,000    $ 1,917,000

PROPERTY AND EQUIPMENT, net                           972,000        713,000
OTHER ASSETS
Restricted certificate of deposit                           0        300,000
Intangibles, net                                       84,000        169,000
                                                  -----------    -----------
Total Assets                                      $ 4,535,000    $ 3,099,000
                                                  ===========    ===========

                      LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Current portion of capital
  lease obligations                               $    37,000    $    37,000
Notes payable                                               0         63,000
Accounts payable                                    1,095,000        778,000
Lines Payable                                         989,000        190,000
Other accrued liabilities                             194,000        171,000
                                                  -----------    -----------
Total current liabilities                         $ 2,315,000    $ 1,239,000

CAPITAL LEASE OBLIGATIONS,
net current portion                                    62,000         95,000
NOTES PAYABLE,
net current portion                                         0        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                           $ 9,637,000    $ 6,768,000
Accumulated deficit                                (7,479,000)    (5,218,000)
                                                  -----------    -----------
Total stockholders
  equity (deficit)                                $ 2,158,000    $ 1,550,000
TOTAL LIABILITIES and
STOCKHOLDERS  EQUITY                              $ 4,535,000    $ 3,099,000
                                                  ===========    ===========

              See accompanying notes to these financial statements.
                                                                               4
NAVIDEC, INC.
                            STATEMENTS OF OPERATIONS

                               For the Ten Months
                             Ended November 30,1998

NET SALES                                                           $ 7,093,000
     Cost of Sales                                                    4,638,000
                                                                    -----------
GROSS MARGIN                                                        $ 2,455,000

     Operating Expenses                                               4,685,000
                                                                    -----------
OPERATING INCOME (LOSS)                                             $(2,230,000)

OTHER INCOME (EXPENSES)
  Interest, net                                                         (31,000)
  Other                                                                       0
                                                                    -----------

  Other, net                                                        $   (31,000)

NET INCOME (LOSS)                                                   $(2,261,000)
                                                                    ===========

NET LOSS PER SHARE                                                  $      (.67)

WEIGHTED AVERAGE COMMON SHARES
AND EQUIVALENTS OUTSTANDING                                           3,399,000

             See accompanying notes to these financial statements.
                                                                               5
NOTES TO FINANCIAL STATEMENTS

     UNAUDITED FINANCIAL STATEMENTS
     The  unaudited  financial  statements  and related  notes to the  financial
     statements  presented  herein have been prepared by the Company pursuant to
     the  rules and  regulations  of the  Securities  and  Exchange  Commission.
     Accordingly, certain information and footnote disclosures normally included
     in financial  statements  prepared in accordance  with  generally  accepted
     accounting  principles  have  been  omitted  pursuant  to  such  rules  and
     regulations.   The  accompanying  financial  statements  were  prepared  in
     accordance  with the  accounting  policies used in the  preparation  of the
     Company's  audited  financial  statements  included in its Annual Report on
     Form 10-KSB for the fiscal year ended December 31, 1997, and should be read
     in conjunction with such financial statements and notes thereto.

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

     STOCKHOLDERS' EQUITY
     Public  Stock  Offering - On February 14,  1997,  the Company  completed an
     initial  public stock offering of 1,000,000  Units  (comprised of 1,000,000
     shares of common stock and warrants for the purchase of 1,000,000 shares of
     common stock) which provided gross proceeds to the Company of approximately
     $4,555,000.  Simultaneous with the offering  convertible  debenture holders
     converted  $1,438,000 in convertible  notes into common stock and warrants.
     Included in the 1,000,000  Units are 245,000 shares of common stock offered
     by the holders of the unsecured subordinated  convertible promissory notes.
     Each warrant  allows the holder to purchase one share of common stock at an
     exercise  price of $7.20 for a period of five  years  after the date of the
     offering.  The warrants are  redeemable  by the Company at $.05 per warrant
     upon  30 days  notice  if the  market  price  of the  common  stock  for 20
     consecutive  trading days within the 30-day  period  preceding the date the
     notice is given  equals or  exceeds  $8.40.  The  Company  also sold to the
     underwriter at the close of the public offering underwriters warrants, at a
     price of $0.001 per  warrant,  to purchase  100,000  shares of common stock
     exclusive of the over-allotment.  The underwriters warrants are exercisable
     for 4 years beginning in February 1998 at $7.38 per share.

     Stock Split - During  1996,  the Company  declared a 1 for 2 reverse  stock
     split and 510.2041 to 1 stock split.  The Company also declared a .85 for 1
     reverse stock split which became effective upon the initial public offering
     in February  1997. All common stock  reflected in the financial  statements
     and accompanying notes reflect the effect of the split and reverse split.

     Private  Placement - From November 1997 to April 1998,  the Company  raised
     additional  capital in a private  placement  offering  of 594,500  units at
     $4.50 per unit  (comprised  of 594,500  shares of common stock and warrants
     for the purchase of 594,500  shares of common stock) which  provided  gross
     proceeds to the Company of  approximately  $2,229,750.  Each warrant allows
     the holder to purchase  one share of common  stock at an exercise  price of
     $7.20 for a period  extending  through  February 10, 2002. The warrants are
     redeemable  by the Company at $.05 per  warrant  upon 30 days notice if the
     market price of the Company's common stock for 20 consecutive  trading days
     within the 30 day period  preceding  the date the notice is given equals or
     exceeds  $8.40.  Offering  costs  associated  with  the  private  placement
     included sales commissions and non-accountable expenses totaling 13% of the
     proceeds of the offering,  as well as placement  agent warrants to purchase
     59,450  units for 5 years from the date of  closing  at $4.50 per unit.  In
     addition,  the Company  agreed to issue any broker or registered  agent who
     placed four or more units  (consisting  of 6,000 units or $27,000 each) one
     broker warrant for each $20 sold.  During the private placement the Company
     issued 121,613 warrants to brokers or registered agents.  This offering was
     made pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
     as amended,  as an offering not  involving  any public  offering  solely to
     accredited and not more than 35 sophisticated investors.
                                                                               6
From October 1998 to November 1998, the Company raised  additional  capital
     in a private  placement  offering  of 700,000  shares at $2.00 per share of
     common stock which provided gross proceeds to the Company of  approximately
     $1,305,000.  Offering costs associated with the private placement  included
     sales commissions totaling 8% of the proceeds of the offering. In addition,
     the Company agreed to issue any broker or registered agent who placed fifty
     thousand  or more shares one broker  warrant for each $20 sold.  During the
     private  placement  the  Company  issued  48,000  warrants  to  brokers  or
     registered  agents.  This  offering  was  made  pursuant  to  Rule  506  of
     Regulation D under the Securities  Act of 1933, as amended,  as an offering
     not involving any public offering solely to accredited and not more than 35
     sophisticated investors.

COMPREHENSIVE INCOME

     In June, 1997 the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards No 130, Reporting Comprehensive Income ("FAS
     130").  FAS 130,  which is  effective  for  fiscal  years  beginning  after
     December  15,  1997,  defines   comprehensive  income  as  all  changes  in
     shareholder  equity exclusive of transactions with owners,  such as capital
     investments.  Comprehensive  income includes net income or loss, changes in
     certain assets and liabilities that are reported directly in equity such as
     translation adjustments on investments in foreign subsidiaries, and certain
     changes in minimum pension liabilities.  The Company's comprehensive income
     (loss)  was equal to its net  income  (loss)  for the three and nine  month
     periods ended September 30, 1998 and 1997.

NOTES PAYABLE

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

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

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:  January 5, 1999              By      /S/ RALPH ARMIJO
                                            ------------------------------------
                                            Ralph Armijo
                                            President and CEO

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