UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X] Annual  report under  Section 13 or 15(d)  of the  Securities  Exchange
    Act of 1934 For the fiscal year ended December 31, 2006.

[ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
    Act of 1934.

                        Commission file number 000-51139


                        NAVIDEC FINANCIAL SERVICES, INC.
                 (Name of small business issuer in its charter)

          Colorado                                      13-4228144
          --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

         8310 South Valley Highway, 3rd Floor, Englewood, Colorado 80112
        ---------------------------------------------------------- -----
               (Address of principal executive offices) (Zip Code)

                                 (303) 222-1000
                            Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act: None.

Securities  registered under Section 12(g) of the Exchange Act: Common Stock, No
Par Value.

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
     -

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the  registrant  is a shell company (as described
in Rule 12b-2 of the Exchange Act).

Yes    No  X
           -

The issuer's revenues for its most recent fiscal year were $1,508,000.

The issuer had  7,983,445  shares of its common stock  outstanding  at April 17,
2007. Of these shares 6,243,083 are held by non-affiliated  persons.  Currently,
there is not a public trading market for the Company's common stock.

Documents incorporated by reference: None.



<PAGE>


                                TABLE OF CONTENTS

PART I                                                                     PAGE

   Item 1.  Description of Business                                         2
   Item 2.  Description of Property                                         5
   Item 3.  Legal Proceedings                                               5
   Item 4.  Submission of Matters to a Vote of Security Holders             7

PART II

   Item 5.  Market for Common Equity and Related Stockholder Matters        7
   Item 6.  Management's Discussion and Analysis or Plan of Operation       9
   Item 7.  Financial Statements                                            16
   Item 8.  Changes in and Disagreements with Accountants on Accounting     16
            and Financial Disclosure
   Item 8a. Controls and Procedures                                         16
   Item 8b. Other Information                                               16

PART III

   Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act              17
   Item 10. Executive Compensation                                         19
   Item 11. Security Ownership of Certain Beneficial Owners and Management 21
   Item 12. Certain Relationships and Related Transactions                 22
   Item 13. Exhibits and Reports on Form 8-K                               24
   Item 14. Principal Accountant Fees and Services                         25

SIGNATURES                                                                 26

This annual report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  These statements relate to future
events or our future  financial  performance.  In some cases,  you can  identify
forward-looking  statements  by  terminology  such as "may,"  "will,"  "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue," or the negative of these terms or other  comparable
terminology.  These  statements are only  predictions  and may involve known and
unknown  risks,  uncertainties  and other  factors,  including  the risks in the
section  entitled "Risk  Factors,"  that may cause our or our industry's  actual
results,  level  of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  Except as required by applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.
                                       1

<PAGE>
                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS.
-------------------------------

GENERAL OVERVIEW

Navidec   Financial   Services,   Inc.  (the  Company  or  NFS)  was  originally
incorporated as Navidec  Capital,  Inc. by John McKowen and Navidec,  Inc. ("Old
Navidec")  as founders in the State of  Colorado  in December  2002.  In October
2003, the Company was renamed "Navidec Financial  Services,  Inc. As a part of a
Merger Agreement ("Merger  Agreement"),  dated July 8, 2004, between BPZ Energy,
Inc. ("BPZ") and Old Navidec, the wholly-owned  subsidiary of Old Navidec,  NFS,
was spun-off as a dividend,  pro rata, to the  shareholders of Old Navidec.  The
Merger Agreement  provided,  among other things,  for the transfer of all of the
business assets and  liabilities of Old Navidec and its  subsidiaries to NFS and
for the  spin-off  of NFS to the  shareholders  of Old  Navidec  pro  rata as of
September 9, 2004, the record date for the share distribution.

The  separation  of NFS from Old Navidec and the  distribution  of Old Navidec's
historical business to NFS was a condition to the merger transaction between Old
Navidec and BPZ. In contemplating the merger transaction, the Board of Directors
of Old Navidec  determined that separating its historical  business  development
division and mortgage services division from its new oil and gas exploration and
production  business and distributing the common stock of the subsidiary NFS pro
rata to the Old Navidec  shareholders  was  advisable  to protect  the  economic
interests of the  existing  Old Navidec  shareholders.  Old  Navidec's  board of
directors  believed  that the  separation  of NFS from Old Navidec would provide
both companies with the  opportunity  to focus  exclusively on their  respective
businesses and their unique  opportunities.  In addition,  the separation should
enable  each  company  to  enhance  its  strategic,  financial  and  operational
flexibility, and better facilitate future financings.

The merger  transaction  was  consummated  on September 10, 2004. On February 2,
2005,  all of the shares of NFS common  stock  required to be  distributed  as a
dividend pursuant to the merger and spin-off transaction were distributed to the
Old Navidec shareholders of record as of September 9, 2004.

NFS SERVICES

NFS is in the business of  identifying  and acquiring  controlling  interests in
development  stage  companies or business  operations  and/or  engaging in joint
ventures to further their growth by providing capital, consulting, personnel and
other services, both internally and through outside sources. After acquiring its
interest in companies or joint  ventures,  NFS may either sell them privately or
publicly,   or  NFS  may   distribute  the  shares  of  such  companies  to  NFS
shareholders,  or continue to operate them. NFS may also, from time to time, for
a negotiated fee provide capital, consulting, personnel and other services, both
internally and through the use of subcontractors, to development stage companies
that NFS has decided not to acquire.

NORTHSIGHT MORTGAGE GROUP, LLC

On  September  11, 2003,  Old Navidec  entered  into a purchase  agreement  with
Northsight  Mortgage Group,  LLC  ("Northsight").  The sole member of Northsight
provided for the transfer of 80% of the issued and outstanding  membership units

                                       2
<PAGE>

of  Northsight  to Old Navidec in exchange for the issuance of 42,667  shares of
Old Navidec common stock with  additional  shares being placed in escrow.  After
the audit of Northsight's December 31, 2003 financial statements,  an additional
42,667  shares of Old  Navidec's  common  stock was issued to the sole member of
Northsight  and an aggregate of 43,562 shares of Old Navidec's  common stock was
issued to two  employees  of  Northsight,  pursuant to the terms of the purchase
agreement in exchange for the transfer of any trade names,  trademarks  or trade
dress related to Northsight. At that time, the balance of the Old Navidec shares
subject to the escrow  were  adjusted  pursuant  to the  purchase  agreement  to
provide for a total of 197,056 shares of Old Navidec that are to be released and
issued to the two  employees  in equal  annual  installments  over a three  year
period  beginning  on  September  11,  2004 and ending on  September  11,  2006.
Following this  adjustment,  the total  acquisition cost for the 80% interest in
Northsight was valued at $246,320.  The 80% ownership interest in Northsight was
transferred  and  assigned  by Old  Navidec to NFS  pursuant to the terms of the
merger  transaction.  In May of 2005, NFS established Navidec Mortgage Holdings,
Inc. ("Mortgage Holdings"), a Colorado corporation and a wholly-owned subsidiary
of NFS, which is the holding company of the mortgage-related entities and assets
of NFS.

Northsight  is  subject  to  the   regulations  of  the  Arizona  State  Banking
Commission,  and is also  subject  to  Federal  regulations  regarding  consumer
protection,  including  Truth-In-Lending and RESPA, since it originates consumer
loans.

AEGIS BUSINESS GROUP, INC.

On April 7,  2005,  NFS  entered  into a Stock  Purchase  Agreement  with  Aegis
Business  Group,  Inc., a Colorado  corporation  ("AegisUSA"),  in which NFS was
entitled to receive  3,000,000  shares of AegisUSA  common  stock and  2,000,000
shares of  AegisUSA  Series B  Convertible  Preferred  Stock in  exchange  for a
purchase price of $625,000, to be paid over a period of 90 days, and by agreeing
to  exchange  shares of NFS common  stock for all of the issued and  outstanding
shares of the AegisUSA Series A Preferred Stock.  The negotiated  purchase price
was  based  on the  pro  forma  financial  information,  business  plan  and the
anticipated  capital  funding  requirements of AegisUSA as presented by AegisUSA
management in its solicitation of NFS to invest in AegisUSA.

AegisUSA failed to achieve the milestones and objectives provided by AegisUSA in
the pro formas presented to Company. As a result the Company declined to provide
further capital investment in AegisUSA.

In the fall of 2005 Robert Grizzle, the current President and COO of the Company
and Ralph  Armijo,  a director  of the  Company,  asked the  Company to sell the
equity  acquired  in  AegisUSA  so that they could  continue  with the  business
development  of AegisUSA.  On December 13, 2005, the equity in AegisUSA owned by
the Company was sold to Ralph Armijo and Robert Grizzle.

The terms and conditions of the sale were negotiated, considered and approved at
arm's length by the Company's CEO, John McKowen,  with the assistance of outside
legal counsel to the Company. On December 13, 2005, Aegis was sold to Mr. Robert
Grizzle and Mr. Ralph Armijo. The terms of the sale provided for a $100,000 cash
payment to NFS at the closing of the sale and a $528,000 note due and payable to
NFS on December 31, 2006 and the personal guarantees of the purchasers. The note
caries an 8%  interest  rate and is  secured  by  2,000,000  common  shares  and
3,000,000 preferred shares of Aegis. The 288,862 shares of NFS common stock held
by the purchasers were also pledged as collateral against the note. In addition,

                                       3
<PAGE>

the note carries a price escalation of approximately  $33,334 per month for each
month that the note remains unpaid after January 31, 2006,  until such time that
a cumulative  escalation  of $400,000 is reached.  No interest is accrued on the
escalation amounts,  unless and until the note is in default, at which point the
cumulative  escalation  amount also carries an interest  charge at 8% per annum.
Further,  the terms of the sale also called for the  cancellation  of all common
stock exchange rights that initially had been given by NFS to the holders of all
of the issued and outstanding shares of AegisUSA Series A Preferred Stock at the
time of the  original  purchase  of Aegis  by NFS.  As a  result  of this  sale,
effective  December  2005,  NFS  discontinued  all  of its  technology  services
operations.

For the year ended  December 31, 2005,  NFS realized a gain on the sale of Aegis
of  approximately  $744,000.  As of  December  31,  2006,  NFS  had  accrued  an
additional,  approximately  $442,000 in price escalation and interest charges on
the sale of Aegis. At December 31, 2006, no payments due under the note had been
made.  As  such,  Effective  January  16,  2007  the  note  is  in  default  for
non-payment.  Pursuant to the terms of the note and sale agreement,  on or about
January 22,  2007,  the Company  demanded  and  received all Aegis and NFS stock
pledged under the agreement,  however, such stock has not been registered in the
name of NFS.  Between  approximately  February  1, 2007 and April 6,  2007,  the
parties attempted to negotiate a settlement and pay-off of the debt. On April 9,
2007,  under the terms of note the Company filed a Demand for  Arbitration  with
the Judicial Arbiter Group in Denver,  Colorado. A date for such arbitration has
not been set.

As of December 31, 2006, the Company  recorded an allowance for bad debt in this
regard  of  approximately  $81,000.  On May  1,  2007,  the  Company  reached  a
settlement agreement with Mr. Grizzle and Mr. Armijo whereby Mr. Armijo paid the
Company  $300,000 in cash and  surrendered  to the Company  68,862 shares of the
Company's  common stock and 100,000 of his fully vested  options to purchase the
Company's common stock at $0.28 per share. This surrender represents 100% of Mr.
Armijo's ownership in the Company's common stock and 100% Mr. Armijo's options
to purchase the common stock of the Company.  Based upon an agreed upon value of
$150,000 which relates to approximately  $1.055 per share which approximates the
most recent  private  placement  sales price per share of the  companies  common
stock, Mr. Grizzle  executed a note payable to the Company for $450,000,  due on
the  earlier of one year from the date that the common  stock of the  Company is
publicly  traded and his shares are  registered  for resale  under an  effective
registration  statement  filed by the Company or  December  31,  2009.  The note
caries an 8% interest  rate and is secured by  1,000,000  Aegis  common  shares,
1,500,000 Aegis preferred  shares,  220,000 shares of the Company's common stock
and 200,000  options to purchase  shares of the Company's  common stock at $0.05
per share held by Mr. Grizzle.

COMPETITION

While management  believes it has specialized  experience and skills relating to
acquiring and developing startups or early stage business operations,  there are
many  competitors  with  greater  resources  and  experience  than  NFS in  this
specialized business sector. It may be difficult for NFS to identify and acquire
startups or early stage business operations.

EMPLOYEES

As of December 31, 2006, NFS and its  subsidiaries  had a total of 15 employees.
There  are 2 full  time  employees,  who are  dedicated  to NFS and 13 full time
employees who are dedicated to the business  operations of  Northsight.  None of
NFS employees are represented by a labor union.

                                       4
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY.
--------------------------------

NFS closed its permanent  corporate  office space in 2006 and has adopted a plan
for virtual  offices.  The  Company's CEO maintains an office at his home and is
given a monthly  office  allowance  of  $2,000.  The  Company's  CFO and COO and
corporate operations,  records and servers are principally located at 8310 South
Valley Highway 3rd Floor, Englewood, Colorado 80112 and leased on month to month
basis for approximately $3,500 a month. The virtual offices plan has resulted in
savings  of over  $8,000  a month  for  office  space.  The  Company's  mortgage
operation,  Northsight,  a subsidiary of NFS, utilizes permanent offices located
at 8520 E. Shea Blvd.,  Scottsdale,  Arizona.  The lease for this facility has a
current lease rate of approximately $6,700 per month through December 31, 2009.


ITEM 3. LEGAL PROCEEDINGS.
--------------------------

On February  14, 2006,  BPZ filed a Petition in the  District  Court of Arapahoe
County,  Colorado for the appointment of a receiver and the judicial dissolution
of NFS. On May 19, 2006, BPZ and the Company entered into a settlement agreement
and mutual release (by and among the Company,  BPZ, and John McKowen,  the Chief
Executive Officer of NFS). The settlement agreement settled all disputes amongst
the parties  relating to the  petition  and  provided  for among other  things a
complete  mutual release  between the parties of any and all claims  relating to
the petition.  As a result of the  settlement  agreement,  on June 20, 2006, the
Company was able to obtain a declaratory  judgment from the Court dismissing the
BPZ petition  with  prejudice  and further  issuing a  declaratory  judgment and
finding of fact that BPZ was not now nor had it ever been a  shareholder  of NFS
since  September 9, 2004,  the record date of the  spin-off.  Additionally,  the
Company  was able to  obtain  an  extension  of the  expiration  date of the BPZ
warrants owned by NFS to a date that is one year following the effective date of
the  registration  of the BPZ shares  underlying  the warrants.  BPZ was able to
obtain an  effective  registration  of the shares  underlying  the  warrants  on
December 15, 2006. However, the registration statement for the underlying shares
of the  warrants  became  "stale"  in early  2007  when BPZ  failed to amend the
registration statement with its 2006 year end financial statements. On April 15,
2007,  BPZ filed a Post  Effective  Amendment  with the  Securities and Exchange
Commission to  re-register  the  underlying  shares of the warrants owned by the
Company.  BPZ is obligated to use good faith and reasonably  diligent efforts to
obtain and maintain an effective  registration  of such shares and will bear any
related, direct and customary registration expense.

On April 4,  2006,  NFS  obtained a default  judgment  in favor of NFS in Denver
District  Court,  Colorado in a matter pending in that court between NFS, Larson
International  Limited,  and Leslie Greyling.  NFS had brought an action against
Larson  International  Limited,  and Leslie Greyling alleging among other things
non-performance  with  regards to a business  consulting  agreement  between Old
Navidec and Greyling.  The Court awarded NFS approximately  $420,000 in cash and
ordered  that  100,000  shares of BPZ common  stock  revert back to NFS. NFS had
initially  conveyed these shares to Greyling as compensation  under the business
consulting agreement.  NFS had been holding the shares pending completion of the
services contemplated under the business consulting  agreement.  NFS is pursuing
the  collection of the $420,000 cash judgment from Greyling  through  counsel in
London England, the place of residence for Greyling.

                                       5
<PAGE>

On April 7,  2005,  NFS  entered  into a Stock  Purchase  Agreement  with  Aegis
Business  Group,  Inc., a Colorado  corporation  ("AegisUSA"),  in which NFS was
entitled to receive  3,000,000  shares of AegisUSA  common  stock and  2,000,000
shares of  AegisUSA  Series B  Convertible  Preferred  Stock in  exchange  for a
purchase price of $625,000, to be paid over a period of 90 days, and by agreeing
to  exchange  shares of NFS common  stock for all of the issued and  outstanding
shares of the AegisUSA Series A Preferred Stock.  The negotiated  purchase price
was  based  on the  pro  forma  financial  information,  business  plan  and the
anticipated  capital  funding  requirements of AegisUSA as presented by AegisUSA
management in its solicitation of NFS to invest in AegisUSA.  AegisUSA failed to
achieve the  milestones  and  objectives  provided by AegisUSA in the pro formas
presented  to  Company.  As a result the  Company  declined  to provide  further
capital investment in AegisUSA.

In the  fall of 2005,  Robert  Grizzle,  the  current  President  and COO of the
Company, and Ralph Armijo, a director of the Company,  asked the Company to sell
the equity  acquired in AegisUSA so that they could  continue  with the business
development  of AegisUSA.  On December 13, 2005, the equity in AegisUSA owned by
the  Company  was sold to  Ralph  Armijo  and  Robert  Grizzle.  The  terms  and
conditions of the sale were negotiated,  considered and approved at arm's length
by the Company's CEO, John McKowen, with the assistance of outside legal counsel
to the Company.  On December 13, 2005,  Aegis was sold to Mr. Robert Grizzle and
Mr. Ralph Armijo.  The terms of the sale provided for a $100,000 cash payment to
NFS at the  closing  of the sale and a $528,000  note due and  payable to NFS on
December 31, 2006 and the personal guarantees of the purchasers. The note caries
an 8% interest  rate and is secured by  2,000,000  common  shares and  3,000,000
preferred  shares of Aegis.  The 288,862  shares of NFS common stock held by the
purchasers  were also pledged as collateral  against the note. In addition,  the
note  carries a price  escalation  of  approximately  $33,334 per month for each
month that the note remains unpaid after January 31, 2006,  until such time that
a cumulative  escalation  of $400,000 is reached.  No interest is accrued on the
escalation  amounts  unless and until the note is in default at which  point the
cumulative  escalation  amount also carries an interest  charge at 8% per annum.
Further,  the terms of the sale also called for the  cancellation  of all common
stock exchange rights that initially had been given by NFS to the holders of all
of the issued and outstanding shares of AegisUSA Series A Preferred Stock at the
time of the  original  purchase  of Aegis  by NFS.  As a  result  of this  sale,
effective  December  2005,  NFS  discontinued  all  of its  technology  services
operations.  For the year ended  December 31,  2005,  NFS realized a gain on the
sale of Aegis of  approximately  $744,000.  As of  December  31,  2006,  NFS had
accrued an additional  approximately  $442,000 in price  escalation and interest
charges on the sale of Aegis.  At December  31,  2006 no payments  due under the
note had been made. As such,  Effective  January 16, 2007 the note is in default
for  non-payment.  Pursuant to the terms of the note and sale  agreement,  on or
about January 22, 2007 the company demanded and received all Aegis and NFS stock
pledged under the agreement,  however, such stock has not been registered in the
name of NFS.  Between  approximately  February  1, 2007 and April 6,  2007,  the
parties attempted to negotiate a settlement and pay-off of the debt. On April 9,
2007 under the terms of note the Company filed a Demand for Arbitration with the
Judicial Arbiter Group in Denver,  Colorado. A date for such arbitration has not
been set.

As of December 31, 2006, the Company  recorded an allowance for bad debt in this
regard  of  approximately  $81,000.  On May  3,  2007,  the  Company  reached  a
settlement agreement with Mr. Grizzle and Mr. Armijo whereby Mr. Armijo paid the

                                       6
<PAGE>

Company  $300,000 in cash and  surrendered  to the Company  68,862 shares of the
Company's  common stock and 100,000 of his fully vested  options to purchase the
Company's common stock at $0.28 per share. This surrender represents 100 percent
of Mr.  Armijo's  ownership  in the  Company's  common stock and 100 percent Mr.
Armijo's  options to purchase  the common  stock of the  Company.  Based upon an
agreed upon value of $150,000  which relates to  approximately  $1.055 per share
which  approximates  the most recent private  placement sales price per share of
the companies  common stock,  Mr. Grizzle executed a note payable to the Company
for $450,000, due on the earlier of one year from the date that the common stock
of the Company is publicly traded and his shares are registered for resale under
an effective  registration  statement filed by the Company or December 31, 2009.
The note caries an 8% interest  rate and is secured by  1,000,000  Aegis  common
shares, 1,500,000 Aegis preferred shares, 220,000 shares of the Company's common
stock and 200,000  options to purchase  shares of the Company's  common stock at
$0.05 per share held by Mr. Grizzle.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
------------------------------------------------------------

During the fiscal year ended  December 31, 2006,  the Company did not submit any
matters to the shareholders of the Company to be voted upon, no was a meeting of
the  shareholders  called.  The  Company  was unable to conduct a meeting of the
shareholders  while  the BPZ  Action  was  being  litigated  and the  status  of
shareholders was at issue. The company expects to hold a shareholder  meeting in
the normal course of business in 2007.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
-----------------------------------------------------------------

Market Information.

There is currently no public trading market for the Company's  common stock. The
Company has cooperated with GLB Trading, Inc., an NASD registered  broker/dealer
located in Irvine, CA, in filing the necessary  paperwork to obtain a listing on
the NASDAQ Over-The-Counter Bulletin Board.

Holders.

The estimated  number of record  holders of the Company's  common stock at April
17, 2007 was approximately 1,200.

Dividends.

Holders  of common  stock are  entitled  to  receive  such  dividends  as may be
declared by our Board of Directors.  No dividends have been paid with respect to
our common stock and no dividends are  anticipated to be paid in the foreseeable
future.

Securities.

We have no securities authorized for issuance under equity compensation plans.

                                       7

<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES.

COMMON STOCK PURCHASE WARRANT

On July 6, 2005 and on November  11, 2005,  NFS granted a common stock  purchase
warrants  as  additional  consideration  on a loan made by third  parties to the
Company.  The warrants  grant the right to purchase  100,000 and 50,000  shares,
respectively,  of NFS common stock at a purchase  price of $1.00 per share for a
period of time expiring on July 6, 2010. The exercise price and number of shares
is subject to adjustment  if (i) the Company  should pay a dividend in shares of
NFS capital stock or other equity,  (ii)  subdivide  NFS  outstanding  shares of
common stock (a forward  split),  (iii)  consolidate or combine NFS  outstanding
common stock into a smaller number of shares (reverse split), (iv) in some other
manner  reclassify  NFS  shares  of  common  stock,  or (v) there is a change of
control event involving NFS.

NFS has agreed to register the resale of the common stock underlying the warrant
on any registration  statement filed by the Company.  NFS has also agreed to pay
all expenses of the  registration  statement;  however,  each  investor  will be
responsible for paying any commissions or expenses related to the sale of his or
her  securities.  The  Company  agrees  to  maintain  the  effectiveness  of the
registration  statement with respect to the selling shareholders for a period of
12 months or such longer  periods as may be permitted by the  Securities  Act of
1933, as amended.

PRIVATE PLACEMENT

On April 1,  2005,  the  Company  commenced  a private  offering  to  accredited
investors  under  Regulation D of the  Securities  Act of 1933, as amended.  The
offering  consisted of one unit comprised of one share of NFS common stock,  par
value  $0.001  per  share,  one Class A warrant  and one Class B warrant  for an
offering  price of $1.00 per unit.  The Class A warrant  entitles  the holder to
purchase one share of NFS common stock for each warrant held at a purchase price
of $2.00 per share and the Class B warrant  entitles  the holder to purchase one
share of NFS common stock for each warrant held at a purchase price of $4.00 per
share.  Each of the Class A and Class B warrants  permits the holder to purchase
one share of NFS common stock for each warrant for a period of time  expiring on
May 31, 2010.  The purchase  price is subject to  adjustment  if (i) the Company
should  pay a  dividend  in share  of NFS  capital  stock,  (ii)  subdivide  NFS
outstanding  shares of common  stock (a forward  split),  (iii)  consolidate  or
combine NFS  outstanding  common stock into a smaller number of shares  (reverse
split) or (iv) in some other manner reclassify NFS shares of common stock.

The  Company  has agreed to  register  the resale of all of the shares of common
stock sold as part of the units and the issuance of the common stock  underlying
the Class A and Class B warrants ("Warrant Shares") on a registration  statement
on Form SB-2.  The  Company has agreed to pay all  expenses of the  registration
statement; however, each investor will be responsible for paying any commissions
or expenses related to the sale of his or her securities.  The Company agrees to
maintain the  effectiveness  of the  registration  statement with respect to the
selling  shareholders  for a period  ending  one year from the date of the final
closing of the private  offering and with respect to the Warrant Shares,  during
any period of time when the warrants may be exercised by the warrant holders and
any Class A or Class B warrants remain outstanding.  Each Class A warrant may be
called  by the  Company  for  exercise  at any  time  a  registration  statement
registering  the common stock  underlying  the Class A warrants is effective and

                                       8
<PAGE>

after the  Company's  common  stock has traded on an exchange for a period of 20
consecutive  trading days in excess of $2.00 per share. Each Class B warrant may
be called for  exercise by the Company at anytime a  registration  statement  is
effective  which  registers  the  issuance of the common  stock  underlying  the
warrants  and after the  Company's  common  stock has traded on an exchange at a
price in  excess of $4.00 per share  for 20  consecutive  trading  days.  If the
Company  calls for the  exercise of either the Class A or Class B  warrants,  it
shall provide 30 days written notice to each of the holders that fixes the "Call
Date." If the  warrants  are not  exercised  prior to the Call  Date they  shall
expire  unless  the  Company  also  provides  for  an  over-allotment   for  any
unexercised  warrants which provision would be set forth in the call notice.  If
an  over-allotment  option is granted,  any of the holders who  exercises  their
warrants would have the right to purchase shares of the common stock  underlying
unexercised  warrants for which a pool would be established at the Call Date and
each  exercising  holder who wished to  participate in the  over-allotment  pool
would be  allowed  to  purchase  the  shares  of  common  stock  underlying  the
unexercised  warrants  up to the  maximum  amount  of the  deposit  made by said
exercising holder. If total participation in the over-allotment pool exceeds the
number of shares of common  stock  available  in that pool,  each  participating
holder would  receive a pro rata number of shares based on the total  amounts of
deposits made in the pool. The Company has not obligated to call the warrants or
to establish an over-allotment pool.

The  offering  was a $500,000  minimum  best  efforts  "all or  none"/$2,000,000
maximum best efforts  offering and will  terminates upon the sale of the maximum
number of units being sold or May 31,  2005 unless  extended by the Company to a
date not later than August 31, 2005. In August 2005,  the Company  closed on the
sale  1,332,500 of these units.  The Company  intends to use the proceeds of the
offering to develop its various businesses and for working capital purposes.

The  Company did not make any  repurchases  of its  securities  during any month
within the fourth quarter  covered by this report as required to be disclosed by
Item 701 of Regulation S-B.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
------------------------------------------------------------------

The  following  discussion  is intended to provide an analysis of the  Company's
financial  condition  and  should  be read in  conjunction  with  NFS  financial
statements  and the notes  thereto set forth  herein.  The matters  discussed in
these  sections that are not  historical  or current  facts deal with  potential
future   circumstances  and  developments.   NFS  actual  results  could  differ
materially from the results discussed in the forward-looking statements. Factors
that could cause or  contribute  to such  differences  include  those  discussed
below.

OVERVIEW

NFS is in the business of  identifying  and acquiring  controlling  interests in
development  stage  companies or business  operations to further their growth by
providing capital, consulting, personnel and other services, both internally and
through outside sources.  After developing  acquired  companies,  NFS may either
sell  them  privately  or  publicly,  or NFS may  distribute  to  shares in such
companies to the NFS shareholders,  or NFS may continue to operate them. NFS may
also  from  time  to time  provide  capital,  consulting,  personnel  and  other

                                       9
<PAGE>

services, both internally and through the use of subcontractors,  to development
stage companies that it has decided not to acquire.

NORTHSIGHT

On  September  11, 2003,  Old Navidec  entered  into a purchase  agreement  with
Northsight  Mortgage Group, LLC ("Northsight") and its sole member that provided
for  the  transfer  of  eighty  percent  (80%)  of the  issued  and  outstanding
membership  units of  Northsight  to Old Navidec in exchange for the issuance of
shares of Old  Navidec  common  stock.  Pursuant  to the  terms of the  purchase
agreement,  42,667  shares of Old Navidec  common  stock were issued to the sole
member of  Northsight  and  additional  shares were placed in escrow.  After the
audit of  Northsight's  December 31, 2003  financial  statements,  an additional
42,667  shares of Old  Navidec  common  stock were  issued to the sole member of
Northsight  and an aggregate of 43,562  shares of Old Navidec  common stock were
issued to two  employees  of  Northsight  pursuant to the terms of the  purchase
agreement in exchange for the transfer of any trade names,  trademarks  or trade
dress related to Northsight.  At that time, the balance of the shares subject to
the escrow was  adjusted  pursuant to the  purchase  agreement  to provide for a
total of 197,056  shares that are to be released and issued to the two employees
in equal annual installments over a three year period beginning on September 11,
2004 and ending on  September  11, 2006.  Following  this  adjustment  the total
acquisition cost for the 80% interest in Northsight was valued at $246,320.  The
80% ownership interest in Northsight was transferred and assigned by Old Navidec
to NFS  pursuant  to the terms of the merger  transaction.  In May of 2005,  NFS
established Navidec Mortgage Holdings,  Inc. ("Mortgage  Holdings"),  a Colorado
corporation and  wholly-owned  subsidiary of NFS, that is the holding company of
the mortgage-related entities and assets of NFS.

AEGIS BUSINESS GROUP

On April 7,  2005,  NFS  entered  into a Stock  Purchase  Agreement  with  Aegis
Business  Group,  Inc., a Colorado  corporation  ("AegisUSA"),  in which NFS was
entitled to receive  3,000,000  shares of AegisUSA  common  stock and  2,000,000
shares of  AegisUSA  Series B  Convertible  Preferred  Stock in  exchange  for a
purchase price of $625,000, to be paid over a period of 90 days, and by agreeing
to  exchange  shares of NFS common  stock for all of the issued and  outstanding
shares of the AegisUSA Series A Preferred Stock.  The negotiated  purchase price
was  based  on the  pro  forma  financial  information,  business  plan  and the
anticipated  capital  funding  requirements of AegisUSA as presented by AegisUSA
management in its solicitation of NFS to invest in AegisUSA.

AegisUSA failed to achieve the milestones and objectives provided by AegisUSA in
the pro formas  presented  to  Company.  As a result,  the  Company  declined to
provide further capital investment in AegisUSA.

In the fall of 2005 Robert Grizzle, the current President and COO of the Company
and Ralph  Armijo,  a director  of the  Company,  asked the  Company to sell the
equity  acquired  in  AegisUSA  so that they could  continue  with the  business
development  of AegisUSA.  On December 13, 2005, the equity in AegisUSA owned by
the  Company  was sold to  Ralph  Armijo  and  Robert  Grizzle.  The  terms  and
conditions of the sale were negotiated,  considered and approved at arm's length
by the Company's CEO, John McKowen, with the assistance of outside legal counsel
to the Company.  On December 13, 2005,  Aegis was sold to Mr. Robert Grizzle and
Mr. Ralph Armijo.  The terms of the sale provided for a $100,000 cash payment to
NFS at the  closing  of the sale and a $528,000  note due and  payable to NFS on

                                       10
<PAGE>

December 31, 2006 and the personal guarantees of the purchasers. The note caries
an 8% interest  rate and is secured by  2,000,000  common  shares and  3,000,000
preferred  shares of Aegis.  The 288,862  shares of NFS common stock held by the
purchasers  were also pledged as collateral  against the note. In addition,  the
note  carries a price  escalation  of  approximately  $33,334 per month for each
month that the note remains unpaid after January 31, 2006,  until such time that
a cumulative  escalation  of $400,000 is reached.  No interest is accrued on the
escalation  amounts  unless and until the note is in default at which  point the
cumulative  escalation  amount also carries an interest  charge at 8% per annum.
Further,  the terms of the sale also called for the  cancellation  of all common
stock exchange rights that initially had been given by NFS to the holders of all
of the issued and outstanding shares of AegisUSA Series A Preferred Stock at the
time of the  original  purchase  of Aegis  by NFS.  As a  result  of this  sale,
effective  December  2005,  NFS  discontinued  all  of its  technology  services
operations.

For the year ended  December 31, 2005,  NFS realized a gain on the sale of Aegis
of  approximately  $744,000.  As of  December  31,  2006,  NFS  had  accrued  an
additional  approximately  $442,000 in price  escalation and interest charges on
the sale of Aegis. At December 31, 2006, no payments due under the note had been
made. As of December 31, 2006, the Company recorded an allowance for bad debt in
this regard of approximately  $81,000. As such,  effective January 16, 2007, the
note was in default for non-payment.  Pursuant to the terms of the note and sale
agreement,  on or about January 22, 2007, the Company  demanded and received all
Aegis and NFS stock pledged  under the  agreement,  however,  such stock has not
been registered in the name of NFS. Between  approximately  February 1, 2007 and
April 6, 2007,  the parties  attempted to negotiate a settlement  and pay-off of
the debt.  On April 9, 2007,  under the terms of note the Company filed a Demand
for Arbitration with the Judicial Arbiter Group in Denver, Colorado.

On May 3, 2007, the Company reached a settlement  agreement with Mr. Grizzle and
Mr. Armijo whereby Mr. Armijo paid the Company  $300,000 in cash and surrendered
to the Company  68,862 shares of the  Company's  common stock and 100,000 of his
fully vested options to purchase the Company's  common stock at $0.28 per share.
This surrender represents 100 percent of Mr. Armijo's ownership in the Company's
common  stock and 100 percent of Mr.  Armijo's  options to  purchase  the common
stock of the Company.  Based upon an agreed upon value of $150,000 which relates
to  approximately  $1.055 per share which  approximates  the most recent private
placement  sales price per share of the  companies  common  stock,  Mr.  Grizzle
executed a note payable to the Company for  $450,000,  due on the earlier of one
year from the date that the common  stock of the Company is publicly  traded and
his shares are registered for resale under an effective  registration  statement
filed by the Company or December 31, 2009.  The note caries an 8% interest  rate
and is secured by  1,000,000  Aegis common  shares,  1,500,000  Aegis  preferred
shares,  220,000  shares of the  Company's  common stock and 200,000  options to
purchase  shares of the  Company's  common  stock at $0.05 per share held by Mr.
Grizzle.

NFS STRATEGY -

The  Company's  primary  business  strategy  going  forward will be to focus its
resources  on the  acquisition  of new  companies  or  business  operations  and
continued development of previous  acquisitions.  NFS describes in this document
the businesses that were  contributed to NFS by Old Navidec in the separation as
if they were NFS businesses for all historical periods described.  References in
this document to the historical assets, liabilities, businesses or activities of
Old Navidec or NFS business are  generally  intended to refer to the  historical
assets, liabilities,  businesses or activities of the contributed business as it

                                       11
<PAGE>

was  conducted  as  part  of Old  Navidec  and  its  subsidiaries  prior  to the
separation.  NFS is now an  independent  company and Old Navidec does not have a
continuing stock ownership interest in NFS. NFS historical  financial results as
part of Old Navidec  contained  herein may not reflect NFS financial  results in
the future.

The  operating  expenses  of NFS  consist of  general  and  administrative,  and
depreciation and amortization.  Additional  operating  expenses were incurred in
2004, such as non-cash stock expense and losses on impairment of assets. General
and administrative expenses consist primarily of salary and benefit expenses for
NFS employees. It also includes expenses associated with NFS's office facility.

CRITICAL ACCOUNTING POLICIES

NFS has identified the policies below as critical to NFS business operations and
the understanding of NFS results from operations.  The impact and any associated
risks  related  to  these  policies  on the  Company's  business  operations  is
discussed   throughout   Management's   Discussion  and  Analysis  of  Financial
Conditions and Results of Operations where such policies affect NFS 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  beginning  on page F-6 of this  document.  Note  that the
Company's  preparation  of this  document  requires  NFS to make  estimates  and
assumptions   that  affect  the  reported  amount  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of NFS 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

NFS follows very specific and detailed guidelines in measuring revenue; however,
certain  judgments may affect the  application  of NFS revenue  policy.  Revenue
results are  difficult  to  predict,  and any  shortfall  in revenue or delay in
recognizing revenue could cause NFS operating results to vary significantly from
quarter to quarter and could result in future operating losses.

REVENUES BUSINESS DEVELOPMENT SERVICES

Revenue from NFS business  development  services is generally  derived from time
and materials  contracts  and is  recognized  as the work is completed.  Revenue
recognition for time and materials  contracts is not  significantly  impacted by
judgments and estimates. Within the business development division a small amount
of the work is performed based on fixed price  agreements.  When this occurs the
projects are generally of a short  duration and revenue is  recognized  when the
project is completed.

REVENUES FROM MORTGAGE SERVICES

Revenues  from  mortgage   brokerage   operations   are  generally   related  to
transaction-based   fees  and  are  recognized  at  the   consummation   of  the
transactions, generally when mortgage transactions close.

                                       12

<PAGE>

RESERVES FOR BAD DEBT

NFS's policy on reserves for bad debt  determines the timing and  recognition of
expenses.  The Company  follows  guidelines that reserve based off of historical
and account specific trends;  however,  certain judgments affect the application
of NFS bad debt reserve policy. NFS 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.  As of December 31,
2006, the allowance for bad debt was approximately $80,000.

GOODWILL AND INTANGIBLE ASSETS

Intangible  assets are amortized on a  straight-line  basis over their estimated
useful lives.  Goodwill is evaluated annually to determine if its value has been
impaired.  On September 11, 2003, Old Navidec entered into a purchase  agreement
with Northsight and its sole member that provided for the transfer of 80% of the
issued and outstanding  membership units of Northsight to Old Navidec  resulting
in the  realization  of $190,000  of  goodwill.  This  membership  interest  was
transferred  to NFS  pursuant to the terms of the merger  agreement.  Management
determined  that no  impairment  should be realized for fiscal  periods 2006 and
2005.

YEARS ENDED DECEMBER 31, 2006 AND 2005

Revenues for the year ended December 31, 2006 were  $1,508,000,  a decrease of $
333,000,  or 18.10%%,  from revenues of $1.8 million for the year ended December
31, 2005.  The decrease was realized  primarily as a result of a downturn in the
mortgage   industry  during  2005  resulting  in  weaker  revenue  numbers  from
Northsight.

Gross margin increased approximately $506,000, or 33.82%, from a gross margin of
approximately  $(1,497,000) in 2005 to approximately $(991,000) in 2006. Despite
a downturn in the mortgage  industry  during 2006,  resulting in weaker  revenue
numbers from Northsight against static fixed costs, gross margin as a percentage
of revenue remained  relatively flat between the reported periods primarily as a
result  of  discontinued  operations  in the  technology  segment  and a general
reduction in overhead costs as result of the company's office relocation.

General  and  administrative  expenses  for 2006 were  $2,437,000  a decrease of
$833,000 or 26.61%,  from general and  administrative  expenses of $3,320,000 in
2005. The decrease in general and administrative expenses was primarily realized
through the sale of Aegis and the elimination of our technology segment.

Impairment,  depreciation, and amortization for the year ended December 31, 2006
was $62,000 an increase of 375.76% from $13,000 in 2005. This was largely due to
the write down of $46,000 in capitalized leasehold improvements at the Company's
former location.  Almost all other property,  equipment,  and software assets of
NFS are fully  depreciated.  Remaining  depreciation  and  amortization  amounts
incurred were primarily due to fiscal year 2005 purchases of office equipment by
Northsight.

                                       13
<PAGE>

Pursuant to the terms of the merger transaction NFS assumed certain  obligations
related to the settlement of capital leases by Old Navidec.  The obligations had
been  converted to separate  settlement  agreements  by Old Navidec prior to the
consummation  of the merger  transaction.  These  agreements  resulted  in a net
obligation of $81,000  assumed by NFS.  Further  settlement and payment of these
debts  resulted in a gain on settlement of the debt of $31,000 for 2005. No such
further settlement agreements were entered into or obligations incurred in 2006.
NFS did not acquire any property  under  capital  lease  arrangements  in fiscal
years 2006 or 2005.

The Company had  deferred  income tax assets of  approximately  $2.3 million and
$1.3 million at December 31, 2006 and 2005,  respectively.  These are  primarily
related to net operating loss carry forwards. The amounts are offset by an equal
valuation  allowance.  Any tax benefit generated from taxable losses incurred in
the years ended December 31, 2006 and 2005, has been offset by an equal increase
in the valuation allowance.

NFS  recorded  a net  operating  loss of  $991,000  in 2006  versus  net loss of
$1,497,000 for 2005. The Company's  overall net loss was $455,000 and $1,414,000
in 2006 and 2005,  respectively.  Basic and diluted  loss per share was $0.06 in
2006 versus a basic and diluted loss per share of $0.20 in 2005.

LIQUIDITY AND CAPITAL RESOURCES

From the  Company's  inception  through  December 31,  2006,  NFS has funded its
operations primarily from the following sources:

     -    Equity proceeds through private placements of NFS securities;

     -    Revenue generated from operations;

     -    Loans and lines of credit;

     -    Sales of equity investments; and

     -    Proceeds  from the exercise of Old Navidec  stock  options that became
          BPZ options with the BPZ Merger.

Cash flow from  operations has not  historically  been sufficient to sustain NFS
operations without the above additional  sources of capital.  As of December 31,
2006,  the  Company  had cash and cash  equivalents  of  $274,000  and a working
capital surplus of approximately $196,000.

Cash used in the Company's operating  activities totaled $1,101,000 for the year
ended  December 31, 2006.  This was primarily as a result a decrease in accounts
payable and accrued liabilities.

Cash flow from investing  activities during the year ended December 31, 2006 was
approximately  $893,000.  This was  largely  as a result of the sale of  216,000
shares of BPZ common stock.

Net cash used in financing  activities  was  approximately  $11,000 for the year
ended  December  31,  2006.  This was  primarily  a  result  of the  receipt  of
approximately  $289,000 in funds from the exercise of Old Navidec  stock options
(now BPZ Energy, Inc.) offset by the payment of approximately  $300,000 on notes
payable obligations of the Company.

                                       14

<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

SFAS 123R applies to all awards  granted after the required  effective date (the
beginning  of the first  interim or annual  reporting  period that begins  after
December 15, 2005) and to awards modified,  repurchased, or cancelled after that
date.  As of the required  effective  date,  all public  entities  that used the
fair-value-based method for either recognition or disclosure under Statement 123
will apply this Statement using a modified  version of prospective  application.
Under that transition  method,  compensation  cost is recognized on or after the
required  effective  date for the portion of outstanding  awards,  for which the
requisite service has not yet been rendered,  based on the grant-date fair value
of those awards  calculated  under  Statement 123 for either  recognition or pro
forma  disclosures.  For  periods  before the  required  effective  date,  those
entities may elect to apply a modified version of the retrospective  application
under  which  financial  statements  for  prior  periods  adjusted  on  a  basis
consistent  with  the pro  forma  disclosures  required  for  those  periods  by
Statement 123. As a result,  beginning in NFS fiscal first quarter for 2006, NFS
will adopt SFAS 123R and begin  reflecting the stock option  expense  determined
under fair value based methods in NFS income  statements rather than a pro forma
disclosure in the notes to the financial  statements.  NFS expects the effect of
adopting  SFAS 123R to be similar to the effect  presented in the  Company's pro
forma disclosure related to SFAS 123.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

NFS is exposed to the impact of interest  rate  changes and change in the market
values  of the  Company's  investments.  Based on NFS's  market  risk  sensitive
instruments  outstanding  as of December 31, 2006,  as described  below,  it has
determined  that there was no  material  market risk  exposure to the  Company's
consolidated financial position, results of operations, or cash flows as of such
date. NFS does not enter into  derivatives or other  financial  instruments  for
trading or speculative purposes.

INTEREST RATE RISK

At December 31, 2006, the Company's  exposure to market rate risk for changes in
interest  rates relates  primarily to its  borrowings,  as well as, its mortgage
services  business.  NFS has not used  derivative  financial  instruments in its
credit  facilities.  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

In addition to the Company's investments in securities of BPZ, from time to time
NFS has made  investments  in equity  instruments  in companies for business and
strategic  purposes.  These  investments,  when  held,  are  included  in  other
long-term  assets and are accounted for under the cost method since ownership is
less than 20% and NFS does not assert significant influence.

INFLATION

NFS does not believe that  inflation  will have a material  impact on its future
operations.

                                       15

<PAGE>



ITEM 7. FINANCIAL STATEMENTS.
-----------------------------

The Report of the Independent  Registered  Accounting Firm appearing at Page F-1
and the Consolidated  Financial  Statements and Notes to Consolidated  Financial
Statements appearing at Pages F-2 through F-25 hereof are incorporated herein by
reference.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.
--------------------------------------------------------------------------------

None.

ITEM 8A. CONTROLS AND PROCEDURES.

The  management of the Company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
(evaluation  date) and have  concluded  that the  disclosure  controls  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

There were no changes in the small  business  issuer's  internal  controls  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act
that occurred during the small business  issuer's fourth fiscal quarter that has
materially  affected  or is  reasonably  likely to  materially  affect the small
business issuer's internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

Not applicable.

                                       16

<PAGE>

                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNENCES; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The Company's Officers and Directors are as follows:

NAME                        AGE       POSITION

John R. McKowen             57        Chief Executive Officer, Chairman of
                                      the Board and Directors

Robert D. Grizzle           45        President, Chief Operating Officer and
                                      Chief Financial Officer

Howard L. Farkas            83        Director

NFS officers are elected by the board of  directors at the first  meeting  after
each annual meeting of NFS  shareholders  and hold office until their successors
are duly elected and qualified under NFS bylaws.

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors absent any employment agreement.  There is no
arrangement or  understanding  between the directors and officers of the Company
and any other  person  pursuant to which any director or officer was or is to be
selected as a director or officer.

The officers of the Company will devote full time to the Company's affairs.

BIOGRAPHICAL INFORMATION

Management  will devote the majority of its time to  screening,  assessing,  and
negotiating to acquire business or joint venture opportunities.

JOHN R. MCKOWEN. Mr. McKowen is a founder of the Company. Mr. McKowen has served
as the only  Chief  Executive  Officer  of the  Company  since its  founding  in
December 2002. In August 2003 he also became President and CEO and a director of
Old Navidec.  Mr. McKowen served as President of Old Navidec from August 2003 to
September  2004 and served as a director of Old Navidec,  now BPZ, from December
2002 to May 2005. Mr. McKowen was hired by Old Navidec as a financial consultant
in 1996 and was instrumental in the private,  public and secondary  financing of
Old  Navidec.  He served as a financial  consultant  to Old Navidec  until March
1999. Mr. McKowen began his career in the financial  services  industry 1978. In
1984 Mr. McKowen began working as a financial  consultant and has worked in that
capacity for the last 23 years.  Mr.  McKowen  received a B.A. in economics from
Metropolitan State College.

ROBERT D. GRIZZLE.  Mr.  Grizzle has served as the Chief  Operating  Officer and
President of the Company since June 2005 and as Chief  Financial  Officer of the
Company,  since  September  2004.  From September 2004 to July 2005, Mr. Grizzle
served as Secretary of NFS. From  February 2004 to September  2004, he served as
Vice  President  of Finance  for Old  Navidec.  He has over 23 years of finance,
accounting,  and  management  experience.  In 1986 Mr.  Grizzle joined Coopers &
Lybrand  (now Price  Waterhouse  Coopers).  During  his  tenure  there he served

                                       17
<PAGE>

nationally as an analyst and project  manager.  His  activities  were  primarily
focused on the development and implementation of partnership tax allocations and
investor  relations  software  systems.  In 1994,  Mr.  Grizzle began work as an
independent consultant.  He worked in that capacity until joining Old Navidec as
the Vice  President of Finance in early 2004.  Mr.  Grizzle  received a B.S.B.A.
degree in Finance from the University of Northern Colorado.

HOWARD L. FARKAS. Mr. Farkas serves as a Director of the Company.  Mr. Farkas is
the owner and managing  broker of Windsor  Gardens  Realty,  Inc., a residential
real estate  brokerage  company,  which he co-founded in 1964. He also serves as
President of Farkas Group, Inc., a company that provides  management services to
various  business  interests.  He serves as a director of  Synthetech,  Inc.,  a
public traded  chemical  research and  manufacturing  company whose products are
used  extensively in new drug research;  Logic Devices,  Inc., a publicly traded
semiconductor  design  and  manufacturing  company  for which he also  serves as
Chairman; Northwestern Engineering Company, a privately held real estate, lumber
processing,  and hotel owner and operator;  Ivory LLC, Aragorn LLC, Strider LLC,
Angel LLC,  and Buddy LLC, all of which are in the gas and oil  exploration  and
development business.

Mr.  Farkas is a licensed CPA,  though not presently in practice,  a real estate
broker,  and graduated from the  University of Denver with a BS (BA) degree.  He
has had  extensive  experience  in running  large  companies in the  condominium
construction and management business over a period in excess of twenty years.

KEY EMPLOYEE OF OPERATING SUBSIDIARY

DANIEL F. WALEN. Daniel F. Walen is considered a key employee as managing member
of Northsight  Mortgage Group, LLC, an 80% owned subsidiary of the Company.  Mr.
Walen has been the Managing Member of Northsight  since 2003. Mr. Walen has over
35 years of  experience  in banking and mortgage  management.  From 1988 through
1999, Mr. Walen owned Valley Financial  Funding,  LLC, which he sold in December
1999.  Mr. Walen also served as President,  Vice  President and as an Investment
Officer of several  Midwest banks from 1967 to 1988. Mr. Walen received a double
major in Business  Administration  from Moorhead  State  University in Moorhead,
Minnesota.

COMMITTEE OF THE BOARD OF DIRECTORS

NFS is managed  under the  direction of its board of  directors.  NFS's board of
directors plans to establish an audit committee as soon as practicable.


                                       18
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.
--------------------------------

The  following  table  summarizes  the  compensation  of key  executive  ("Named
Executives") for the years ended December 31, 2006, 2005 and 2004, respectively.
No other  officers  of  directors  received  annual  compensation  in  excess of
$100,000 during the last three complete fiscal years.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
                                          SUMMARY OF EXECUTIVE COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------------
                             ---------------------------------------------------------- ------------------------------------
                                                Annual Compensation                                   Awards
---------------------------- ---------------------------------------------------------- ------------------------------------
Name, Position                Year       Salary or Fee       Bonus          Other         Restricted         Securities
                                                                                                        Underlying Options
                                                                        Compensation     Stock Awards          SARS
---------------------------- -------- ------------------- ----------- ----------------- --------------- --------------------
<S>                           <C>       <C>                 <C>           <C>                <C>              <C>
John McKowen, CEO             2004      $ 40,000            $646,646      $2,000             $280,000         $1,000,000
                              2005      $125,000            $ 28,902           -                    -                  -
                              2006      $150,000                   -           -                    -                  -



Robert Grizzle, COO, CFO      2004      $ 30,000            $133,861           -             $ 56,000         $  200,000
                              2005      $ 98,438            $ 21,677           -                    -                  -
                              2006      $112,500                   -           -                    -                  -
---------------------------- -------- ------------------- ----------- ----------------- --------------- --------------------
</TABLE>

The following table provides  information relating to the grant of stock options
to the Company's executive officers and directors during the year ended December
31, 2006.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
                                                     INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------------------------------------------
------------------------- ---------------------- -------------------------------- ----------------------- ------------------
Name                         # of Underlying         % of Total Options/SARs         Exercise of Base      Expiration Date
                          Options/SARs Granted   Granted to Employees in Fiscal
                                   (#)                       Year(1)                 Price ($/share)
------------------------- ---------------------- -------------------------------- ----------------------- ------------------
------------------------- ---------------------- -------------------------------- ----------------------- ------------------
<S>                             <C>                          <C>                          <C>                   <C>
John McKowen                    1,480,948                    50.00%                       $1.25                 2016
Robert Grizzle                    452,362                    15.30%                       $1.25                 2016
Howard Farkas                   1,023,200                    34.70%                       $1.25                 2016
------------------------- ---------------------- -------------------------------- ----------------------- ------------------
</TABLE>

     (1)  Based on a total  of  2,956,510  options  granted  in the  year  ended
          December 31, 2006.

The  following  table  provides  information  relating to the  exercise of stock
options  during the year ended  December  31,  2006 by the  Company's  executive
officers and the 2006 fiscal year-end value of unexercised options.

<TABLE>
<CAPTION>
-------------------- ------------------- -------------- ----------------------------------- -------------------------------
Name                                         Value       Number of Securities Underlying         Value of Unexercised
                      Shares Acquired                                                        In-The-Money Options/SARS at
                      On Exercise (#)      Realized     Unexercised Options/SARS at FY-End              FY-End
-------------------- ------------------- -------------- ----------------------------------- -------------------------------
<S>                         <C>              <C>                  <C>                                   <C>
John McKowen                 0                0                    1,980,948/0                           $0/0
Robert Grizzle               0                0                     652,362/0                            $0/0
-------------------- ------------------- ------------- ------------------------------------ -------------------------------
</TABLE>

The Company's common stock does not currently trade on any markets.

                                       19
<PAGE>

Directors' Compensation

The following table sets forth the compensation,  if any, paid by the Company to
those directors who served on the Company's  Board of Directors  during the year
ended December 31, 2006.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                 Director's Compensation
---------------------------------------------------------------------------------------------------------------------------
                       Fees Earned                                        Non-Equity       Nonqualified
                        or Paid in                                      Incentive Plan       Deferred         All Other
Name                       Cash         Stock Awards   Options Awards    Compensation      Compensation      Compensation
--------------------- --------------- --------------- ---------------- ----------------- ------------------ ---------------
<S>                       <C>             <C>              <C>              <C>                <C>              <C>
John McKowen              $0.00           $0.00            $0.00            $0.00              $0.00            $0.00
Howard Farkas             $0.00           $0.00            $0.00            $0.00              $0.00            $0.00
--------------------- --------------- --------------- ---------------- ----------------- ------------------ ---------------
</TABLE>

Each outside director is entitled to receive $1,000 for each director's  meeting
attended  in  person  and  $500  for  each  meeting   attended   telephonically.
Additionally,  each member of the Audit  Committee  will  receive  $500 for each
meeting  attended  of  that  committee,   such  meetings   generally   occurring
immediately following a regularly scheduled director's meeting. No such Director
Compensation was paid in the years ended December 31, 2005 or 2006.

Long Term Compensation Plans and Stock Options.
-----------------------------------------------

The board of directors has adopted a Management Incentive Plan that contemplates
the  issuance of options as well as cash bonuses to certain  executive  officers
and key employees of the Company.  The  incentive  plan is  administered  by the
Company's board of directors and it is contemplated that bonuses will be granted
following the successful  closing of a transaction  by the business  development
division of the Company.  The amount of the grants will be based on the value of
the  transaction  and  participants  are  designated by the  Company's  board of
directors upon  recommendation  by the Chief Executive  Officer.  There have not
been any stock options granted under this incentive plan.

Stock Option Plan

On May 6, 2005, the Company's board of directors  adopted the Navidec  Financial
Services,  Inc.  2005 Stock  Option  Plan  pursuant to which the board may grant
options to  purchase a maximum of  5,000,000  shares of NFS common  stock to key
employees,  directors  and  consultants.  As of December  31,  2006,  options to
purchase  an  aggregate  of  4,331,511  shares of common  stock were  issued and
outstanding  consisting of options to purchase  1,200,000 shares of common stock
at an exercise  price of $0.05 per share,  options to purchase  75,000 shares of
common stock at an exercise  price of $0.28 per share and options to purchase an
aggregate of 1,000,000  shares of common stock at an exercise price of $1.00 per
share and options to purchase an aggregate  of 2,956,511  shares of common stock
at an exercise  price of $1.25 per share.  The later options were granted to the
Company's  executive  officers and  Directors and are subject to approval by the
shareholders  at the next annual  meeting of the  Company.  The option plan only
provides for the grant of nonqualified stock options.

The exercise  price of options may not be less than the fair market value on the
date of grant as  determined  by the board of directors and will expire no later
than the tenth anniversary of the date of grant. The board may establish vesting

                                       20
<PAGE>

or other  requirements  which  must be met  prior to the  exercise  of the stock
options.  In the event of a  corporate  transaction  involving  NFS  (including,
without  limitation,   any  stock  dividend,  stock  split,  extraordinary  cash
dividend,  recapitalization,  reorganization,  merger, consolidation,  split-up,
spin-off,  combination or exchange of shares),  the board may adjust outstanding
awards to preserve the benefits or potential benefits of the awards.

Audit Committee

The Company  does not have an Audit  Committee.  The members of the Board sit as
the Audit Committee.

Code of Ethics

The  Company  has not  adopted a Code of Ethics  for the Board and the  salaried
employees.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
--------------------------------------------------------------------------------

The  following  table sets  forth,  as of  December  31,  2006,  the  beneficial
ownership  of Common  Stock by each  person  who is known by the  Company to own
beneficially  more than 5% of the issued and  outstanding  Common  Stock and the
shares of Common Stock owned by each nominee and all officers and Directors as a
group.  Each person has sole voting and investment power as to all shares unless
otherwise indicated.
<TABLE>
<CAPTION>
----------------------------------------------- ---------------------------- ---------------------------------------
SHAREHOLDERS/BENEFICIAL OWNERS                       NUMBER OF SHARES               OWNERSHIP PERCENTAGE (1)
----------------------------------------------- ---------------------------- ---------------------------------------
<S>                                                     <C>                                   <C>
John McKowen                                             2,580,192 (2)                         19.85%
CEO & Director
8310 South Valley Hwy, 3rd Fl
Englewood, CO 80112

Robert Grizzle                                             872,362 (3)                          6.71%
COO, CFO
8310 South Valley Hwy, 3rd Fl
Englewood, CO 80112

Howard Farkas                                            1,345,200 (4)                         10.35%
Director
8310 South Valley Hwy, 3rd Fl
Englewood, CO 80112

All directors and executive officers as a
group (3 person)                                         3,452,491                             35.91%
----------------------------------------------- ---------------------------- ---------------------------------------
</TABLE>

(1)  Based upon  7,983,445  shares of common  stock issued and  outstanding  and
     assuming  the exercise of warrants and options  exercisable  for  5,015,000
     shares.  Fully  diluted  there would be  12,998,445  shares of common stock
     issued and outstanding.

                                       21
<PAGE>


(2)  Mr.  McKowen holds;  (i) 599,181  shares of common stock;  and (ii) options
     presently  exercisable  to purchase  500,000  shares of common  stock at an
     exercise price of $0.05 per share; and (iii) options presently  exercisable
     to purchase  1,480,948 shares of common stock at an exercise price of $1.25
     per share.

(3)  Mr.  Grizzle holds,  (i) 220,000  shares of common stock;  and (ii) options
     presently  exercisable  to purchase  200,000  shares of common  stock at an
     exercise price of $0.05 per share; and (iii) options presently  exercisable
     to purchase 452,362 at an exercise price of $1.25 per share.

(4)  Mr Farkas  holds,  (i)  322,000  shares of  common  stock and (ii)  options
     presently  exercisable to purchase  1,023,200  shares of common stock at an
     exercise price of $1.25 per share.

ITEM  12.  CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
INDEPENDENCE.
--------------------------------------------------------------------------------

On April 7, 2005,  NFS entered into a Stock  Purchase  Agreement  with  AegisUSA
Business  Group,  Inc., a Colorado  corporation  ("AegisUSA"),  in which NFS was
entitled to receive  3,000,000  shares of AegisUSA  common  stock and  2,000,000
shares of  AegisUSA  Series B  Convertible  Preferred  Stock in  exchange  for a
purchase  price of  $625,000,  to be paid over a period of ninety  days,  and by
agreeing  to  exchange  shares of NFS  common  stock for all of the  issued  and
outstanding  shares of the AegisUSA  Series A Preferred  Stock.  The  negotiated
purchase price was based on the pro forma financial  information,  business plan
and the  anticipated  capital  funding  requirements  of  AegisUSA  provided  by
AegisUSA.  Mr.  Ralph  Armijo  was  then a  director  of NFS and is an  officer,
director and shareholder of AegisUSA.

Mr.  Armijo's  positions  with  AegisUSA  were  disclosed  to the NFS  board  of
directors and the terms and  conditions of the  transaction  was  considered and
approved by the Company's board of directors on April 7, 2005. Mr. Armijo waived
the  ownership  of his stock in  AegisUSA to complete  the  transaction  and was
granted  options to reacquire his interest  based on the  achievement of certain
milestones.

AegisUSA failed to achieve the milestones and objectives provided by AegisUSA in
the pro formas presented to Company in Aegis USA's  solicitation for the Company
to make an investment in AegisUSA.  As a result the Company  declined to provide
further capital investment in AegisUSA.

In the  fall of 2005,  Robert  Grizzle,  the  current  President  and COO of the
Company, and Ralph Armijo, a director of the Company,  asked the Company to sell
the equity  acquired in AegisUSA so that they could  continue  with the business
development  of AegisUSA.  On December 13, 2005, the equity in AegisUSA that was
owned by the Company was sold to Mr. Ralph Armijo and Mr.  Robert  Grizzle.  The
terms and  conditions of the sale were  negotiated,  considered  and approved at
arm's length by the  Company's  CEO John McKowen with the  assistance of outside
legal counsel to the Company. The terms of the sale provided for a $100,000 cash
payment to NFS at the closing of the sale and a $528,000 note due and payable to
NFS on December 31, 2006.  The note caries an 8% interest rate and is secured by
2,000,000 common shares and 3,000,000 preferred shares of AegisUSA.  The note is
further  secured by the personal  guarantee of the purchasers and 288,862 shares
of NFS  common  stock held by the  purchasers  are also  pledged  as  collateral
against  the  note.  In  addition,  the  note  carries  a  price  escalation  of
approximately  $33,334  per month for each  month that the note  remains  unpaid
after January 31, 2006, until such time that a cumulative escalation of $400,000

                                       22
<PAGE>

is reached.  No interest is accrued on the  escalation  amounts unless and until
the note is in default at which  point the  cumulative  escalation  amount  also
carries an interest charge at 8% per annum.  Further, the terms of the sale also
called for the  cancellation  of all common stock exchange rights that initially
had been given by NFS to the holders of all of the issued and outstanding shares
of AegisUSA  Series A Preferred  Stock at the time of the  original  purchase of
AegisUSA by NFS. Also, as a condition to closing, the terms of the sale required
there be reimbursement  by AegisUSA to NFS of approximately  $51,000 in expenses
paid by NFS on behalf of Aegis.

For the period ended December 31, 2006, NFS realized a gain on the sale of Aegis
of $400,000.  For the period ended December 31, 2005, NFS realized a gain on the
sale of Aegis of approximately $744,000. As of January 16, 2007, the note was in
default due to  non-payment.  In accordance  with the terms of the note, NFS has
taken  possession  of all items pledged as collateral in support of the note and
the Company filed a Demand for  Arbitration  with the Judicial  Arbiter Group in
Denver,  Colorado.  A date for such arbitration has not been set.

As of December 31, 2006, the Company  recorded an allowance for bad debt in this
regard  of  approximately  $81,000.  On May  3,  2007,  the  Company  reached  a
settlement agreement with Mr. Grizzle and Mr. Armijo whereby Mr. Armijo paid the
Company  $300,000 in cash and  surrendered  to the Company  68,862 shares of the
Company's  common stock and 100,000 of his fully vested  options to purchase the
Company's common stock at $0.28 per share. This surrender represents 100 percent
of Mr. Armijo's ownership in the Company's common stock and 100 percent Mr.
Armijo's  options to purchase  the common  stock of the  Company.  Based upon an
agreed upon value of $150,000  which relates to  approximately  $1.055 per share
which  approximates  the most recent private  placement sales price per share of
the companies  common stock,  Mr. Grizzle executed a note payable to the Company
for $450,000, due on the earlier of one year from the date that the common stock
of the Company is publicly traded and his shares are registered for resale under
an effective  registration  statement filed by the Company or December 31, 2009.
The note caries an 8% interest  rate and is secured by  1,000,000  Aegis  common
shares, 1,500,000 Aegis preferred shares, 220,000 shares of the Company's common
stock and 200,000  options to purchase  shares of the Company's  common stock at
$0.05 per share held by Mr. Grizzle.


                                     PART IV

ITEM 13. EXHIBITS.
------------------
<TABLE>
<CAPTION>
Exhibit No.                Description
-------------------        ---------------------------------------------------------------------------------------------------------
<S>                        <C>
3.1                        Articles of Incorporation of Navidec Capital, Inc. filed
                           with the Colorado Secretary of State on
                           December 20, 2002. (1)

3.2                        Articles of Amendment to Articles of Incorporation filed
                           with the Colorado Secretary of State on October 24, 2003
                           to change the name of Navidec  Capital, Inc. to Navidec
                           Financial Services, Inc. (1)

3.3                        Bylaws of Navidec Capital, Inc. (1)

4.1                        Form of Specimen Certificate for Shares of Common Stock Navidec Financial Services, Inc. (1)

4.2                        Common Stock Purchase Warrant issued by Navidec Financial Services,  Inc. to The Elevation Fund, LLC on
                           July 6, 2005.(1)

10.1                       Stock  Purchase  Warrant  dated  July 8, 2004 for the acquisition  of up to  1,500,000  shares of
                           Navidec, Inc. common stock.(1)

10.2                       Amended and Restated  Employment  Agreement,  effective as of June 15, 2005,  by and between John R.
                           McKowen and the  Company.(1)

10.3                       Amended and Restated Employment  Agreement,  effective as of June 15, 2005, by and between Robert D.
                           Grizzle and the Company. (1)

                                       23
<PAGE>

10.4                       Merger Agreement, dated as of July 8, 2004, by and between Navidec, Inc. and BPZ Energy, Inc.(1)

10.5                       Stock Purchase  Agreement,  dated as of April 7, 2005, by and between Navidec Financial  Services,  Inc.
                           and AegisUSA Business Group, Inc. (1)

10.6                       Navidec Financial Services, Inc. Management Incentive Plan (1)

10.7                       Navidec Financial Services, Inc. 2005 Stock Option Plan. (1)

10.8                       Business Consulting Agreement, dated July 22, 2005, by and between Waterton Financial LLC and Navidec
                           Financial Services, Inc. (1)

10.9                       Business  Consulting  Agreement,  dated July 26, 2005, by and between J. Paul  Consulting  Corp. and
                           Navidec Financial Services, Inc. (1)

10.10                      Loan Agreement,  dated as of July 6, 2005, by and between Navidec Financial Services, Inc. and The
                           Elevation Fund, LLC.(1)

21.1                       List of Subsidiaries of Navidec Financial Services, Inc.(1)

31.1                       Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act*

31.2                       Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act*

32.1                       Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act*

32.2                       Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act*
------------------
(1)      Incorporated by reference from the Form 10SB12G, filed with the Securities and Exchange Commission on July 13, 2006.
 *       Filed herewith.
</TABLE>


                                       24
<PAGE>



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
------------------------------------------------

General.   JASPERS  +  HALL,  PC,  CPAs  ("Jaspers")  serves  as  the  Company's
Independent  Accounting and Auditing Firm. The Company's  Board of Directors has
considered  whether  the  provisions  of  audit  services  are  compatible  with
maintaining Jasper's independence.

Audit Fees. Jasper's,  billed the Company $31,100 for the following professional
services:  audit of the annual financial statement of the Company for the fiscal
year ended  December  31,  2006 and review of the interim  financial  statements
included in  quarterly  reports on Form  10-QSB for the periods  ended March 31,
2006, June 30, 2006, and September 30, 2006.

There were $7,500 of audit  related fees billed in 2006.  There were no tax fees
or other fees in 2006 paid to the auditors or auditors' affiliates.

The  Company's  Board  acts as the  audit  committee  and  had no  "pre-approval
policies and  procedures"  in effect for the auditors'  engagement for the audit
year 2006.

All audit work was performed by the auditors' full time employees.



















                                       25
<PAGE>







                          INDEX TO FINANCIAL STATEMENTS

                                                                      Page

Report of Independent Registered Public Accounting Firm
- Jaspers + Hall                                                       F-2

Consolidated Balance Sheet - December 31, 2006                         F-3

Consolidated Statements of Operations and Comprehensive Loss -
Years ended December 31, 2006 and 2005                                 F-4

Consolidated Statements of Changes in Stockholders' Equity
(Deficit) - Years ended December 31, 2006 and 2005                     F-5

Consolidated Statements of Cash Flows - Years ended
December 31, 2006 and 2005                                             F-6

Notes to Consolidated Financial Statements                             F-7-F-25























                                       F-1

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



                               JASPERS + HALL, PC
                          CERTIFIED PUBLIC ACCOUNTANTS
                          9175 Kenyon Avenue, Suite 100
                                Denver, CO 80237
                                  303-796-0099


To the Board of Directors and Stockholders
 of Navidec Financial Services, Inc.


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Navidec
Financial  Services,  Inc.  as of December  31,  2006 and 2005,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Navidec Financial
Services,  Inc. of December  31, 2006 and 2005,  and the related  statements  of
operations,  stockholders'  equity and cash flows for the years then  ended,  in
conformity with accounting principles generally accepted in the United States.


/s/ Jaspers + Hall, PC
Jaspers + Hall, PC
Denver, Colorado
May 3, 2007




                                      F-2


<PAGE>

                        Navidec Financial Services, Inc.
                           Consolidated Balance Sheets
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                          For the Years Ended December 31,
                                                                             2006                  2005
                                                                       ------------------    -----------------

ASSETS
       CURRENT ASSETS:
<S>                                                                           <C>                  <C>
             Cash and cash equivalents                                        179                  398
             Marketable securities                                              3                    3
             Related party investments
             Accounts receivable, net                                          50                   56
             Prepaid expenses                                                  42                    -
             Prepaid expenses and other                                         -
                                                                       ------------------    -----------------
                     Total current assets                                     274                  457
                                                                       ------------------    -----------------

       PROPERTY, EQUIPMENT, AND SOFTWARE, net                                  25                   89

       OTHER ASSETS:
             Notes receivable                                                 900                  554
             Investments in  BPZ                                            5,587                6,131
             Other assets                                                      75                    5
             Goodwill                                                         190                  190
                                                                       ------------------    -----------------
                            Total other assets                              6,752                6,880
                                                                       ------------------    -----------------
TOTAL ASSETS                                                                7,051                7,426
                                                                       ==================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
       CURRENT LIABILITIES:
             Accounts payable                                                  78                  250
             Accrued liabilities                                                -                   85
             Other current liabilities                                          -
             Current borrowings and capital leases                              -                  300
                                                                       ------------------    -----------------
                     Total current liabilities                                 78                  635
                                                                       ------------------    -----------------

       MINORITY INTEREST                                                       43                   54

       STOCKHOLDERS' EQUITY (DEFICIT):
             Common stock, .001 par value,
               100,000,000 shares authorized,                                   8                    8
               7,950,048 outstanding, respectively
             Warrants for common stock
             Deferred compensation
             Additional paid in capital                                     9,413                9,413
             Unrealized gain on securities                                  1,483                  825
             Accumulated income (deficit)                                  (3,973)              (3,509)

                                                                       ------------------    -----------------
       Total stockholders' equity (deficit)                                 6,931                6,737
                                                                       ------------------    -----------------

                                                                       ------------------    -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        7,051                7,426
                                                                       ==================    =================
</TABLE>
                The accompanying notes to consolidated financial
               statements are an integral part of this statement.
                                       F-3


<PAGE>

                        Navidec Financial Services, Inc.
                      Consolidated Statement of Operations
                   (In thousands except for per share amounts)

<TABLE>
<CAPTION>
                                                          For the Years Ended December 31,
                                                            2006                 2005
                                                       ---------------    --------------------

<S>                                                            <C>                     <C>
REVENUE                                                         1,508                   1,841

COST OF REVENUE                                                     -                       6
                                                       ---------------    --------------------

GROSS PROFIT                                                    1,508                   1,835
                                                       ---------------    --------------------
OPERATING EXPENSES:

         General and administrative                             2,437                   3,320

         Impairment, depreciation and amortization                 62                      13

            Total operating expenses                            2,499                   3,332
                                                       ---------------    --------------------
LOSS FROM OPERATIONS
                                                                 (991)                 (1,497)
                                                       ---------------    --------------------
OTHER INCOME (EXPENSE):

         Gain on settlement of debt                                27                      31

         Gain on sale of investments                               66                      86

         Interest income(expense)                                  (1)                      -

         Other  income(expense)                                     -                     (35)
                                                       ---------------    --------------------

Total other income (expense)                                       91                      82
                                                       ---------------    --------------------
NET INCOME (LOSS) FROM  OPERATIONS
                                                                 (899)                 (1,414)
                                                       ---------------    --------------------
OTHER INCOME (EXPENSE):

         Gain on sale of Aegis                                    400                     744

         Loss from discontinued operations                          -                    (741)

         Interest income(expense)                                  44                      (3)

Total other income(expense)                                       444                       -
                                                       ---------------    --------------------
NET INCOME (LOSS) FROM  OPERATIONS
                                                                 (455)                      -

NET INCOME (LOSS) BEFORE MINORITY INTEREST                       (455)                 (1,414)

         Minority Interest in Consolidated Subsidiary              (9)                     38
                                                       ---------------    --------------------

NET INCOME (LOSS)                                                (464)                 (1,376)
                                                       ===============    ====================
NET INCOME (LOSS) PER SHARE:
         Basic                                          $       (0.06)          $       (0.20)
         Diluted                                        $       (0.06)          $       (0.20)
WEIGHTED AVERAGE SHARES OUTSTANDING:

         Basic                                                  7,950                   6,725
         Diluted                                                7,950                   7,673
</TABLE>

           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.
                                       F-4

<PAGE>

                        NAVIDEC FINANCIAL SERVICES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 2006 and 2005
                                 (In thousands)
<TABLE>
<CAPTION>

                                     Treasury        Voting               Non-Voting         Warrants
                                      Stock       Common Stock            Common Stock        Common
                                                  ------------            ------------        ------       Unrealized  Accumulated
                                                  Shares  Amount         Shares   Amount      Stock          Gain         Deficit
                                    ----------    ------  -------      --------- -------      -------     ------------  ------------

<S>                                 <C>            <C>   <C>           <C>       <C>          <C>         <C>           <C>
Balances, Dec. 31, 2004                --          6,378 $      6           --        --          --      $     375          (2,132)
                                    ==========    ======  =======      ========= =======      =======     ============  ============

BPZ legacy options exercised           --             --       --           --        --          --             --              --
Options exercised                                    250        1
Common stock sold in private                       1,322        1
placement
Additional paid in capital
from recapitalization
Net loss                               --             --       --           --        --          --         (1,377)         (1,377)
Comprehensive Income:
    Gain on marketable securities      --             --       --           --        --          --            450              --
Total Comprehensive gain/(loss)        --             --       --           --        --          --           (927)             --

                                    ----------    ------  -------      --------- -------      -------     ------------  ------------
Balances, Dec. 31, 2005                --          7,950        8           --        --          --            825          (3,509)
                                    ==========    ======  =======      ========= =======      =======     ============  ============
Net loss                               --             --       --           --        --          --           (464)           (464)
Comprehensive Income:
    Gain on marketable securities      --             --       --           --        --          --          1,590              --
Total Comprehensive gain/(loss)        --             --       --           --        --          --          1,126              --
                                    ----------    ------  -------      --------- -------      -------     ------------  ------------
Balances, Dec. 31, 2006                --          7,950  $     8           --        --          --      $   1,483     $    (3,973)
                                    ==========    ======  =======      ========= =======      =======     ============  ============
</TABLE>






















<PAGE>
                        NAVIDEC FINANCIAL SERVICES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 2006 and 2005
                                 (In thousands)

                                  (continued)

<TABLE>
<CAPTION>
Sub                           Paid
Notes          Deferred       in           Stockholder
Receivable       Comp.        Capital       Equity
-----------    -----------    --------    ------------
<S>           <C>             <C>         <C>
     --             --        $5,911      $     4,160
===========   ============    ========    ============


     --             --           963              963
                                  13               14
                               1,323            1,324

                               1,203            1,203

     --             --            --           (1,377)


     --             --            --              450



     --             --            --               --

-----------   ------------    --------    ------------
     --             --          9,413            6,737
===========   ============    ========    ============



     --             --            --              (464)

     --             --            --             1,126


     --             --            --                --

-----------   ------------    --------    ------------
     --             --        $ 9,413      $     6,931
===========   ============    ========    ============
</TABLE>



          The accompanying notes to consolidated financial statements
                   are an integral part of these statements.
                                       F-5



<PAGE>
                         NAVIDEC FINANCIAL SERVICES INC.
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                                  -------------------------------
                                                                        2006              2005
                                                                     ----------        ----------
Cash flows from operating activities:
<S>                                                                  <C>               <C>
     Net loss                                                        $    (464)        $  (1,377)
     Adjustments to reconcile net income loss
     to net cash used in operating activities:
           Depreciation and amortization                                    62                13
           Provision for bad debt on note receivable                       (98)               --
           Loss (Gain) on sale of investments                             (534)             (276)
           Loss (Gain) on settlement of debt                               (27)              (31)
           Minority interest                                                 9                38
    Changes in operating assets and liabilities:
           Accounts receivable                                              (6)               83
           Prepaid expenses and other assets                                42                 9
           Accounts payable                                                172               160
           Notes receivable                                                122              (554)
           Accrued liabilities and other                                     4              (261)
                                                                     ----------        ----------
Net cash used in operating activities                                   (1,101)           (2,196)
                                                                     ----------        ----------

Cash flows from investing activities:
     Proceeds (Purchase) from sale of equipment                             --               (71)
     Purchase of BPZ stock                                                  --              (300)
     Sale (Purchase) of investments                                        893                --
                                                                     ----------        ----------
     Net cash provided by investing activities                             893              (371)
                                                                     ----------        ----------

Cash flows from financing activities:
     Payments on notes payable and capital lease obligations              (300)              (16)
     Post merger proceeds from exercise of BPZ options                     289               963
     Proceeds from private placement of common stock                        --             1,324
     Interest paid with common stock                                        --                --
                                                                    -----------        ----------

Net cash provided by (used in) financing activities                         11             2,585
                                                                     ----------        ----------
Net increase (decrease) in cash and cash equivalents                      (219)               18
Cash and cash equivalents, beginning of year                               398               380
                                                                     ----------        ----------

Cash and cash equivalents, end of year                               $     179         $     398
                                                                     ==========        ==========

Supplemental Information:
Interest paid                                                        $      --         $      --
Taxes paid                                                           $      --         $      --
                                                                     ==========        ==========
</TABLE>


         The accompanying notes to consolidated financial statements are
                      an integral part of these statements.
                                       F-6



<PAGE>
                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2006 and 2005

NOTE 1 - ORGANIZATION

Navidec  Financial  Services  Inc.  ("NFS" or  "Company")  was  incorporated  in
December.  2002 as a wholly owned subsidiary of Navidec Inc. ("Old Navidec"). In
July 2004,  Old  Navidec,  entered  into a  definitive  agreement to acquire BPZ
Energy, Inc. a Texas corporation  established in 2001 ("BPZ"). As a condition of
this agreement,  Old Navidec  transferred all of its historical  operations into
NFS. In September 2004,  Navidec Inc.  consummated a reverse merger with BPZ. In
connection  with the merger,  Old Navidec changed its name to BPZ Energy Inc. in
February 2005.  Also pursuant to the merger  agreement,  Old Navidec  affected a
spin-off  of NFS to the  shareholders  of record  of Old  Navidec  and  assigned
essentially  all of its business  assets and  liabilities  to Navidec  Financial
Services, Inc.

We are organized into two divisions: business development and mortgage services.
In 2006 Annual  revenues for the  business  development  and  mortgage  services
businesses were approximately  $1,508,000. In 2005 we also operated a technology
division.  2005 revenues for this division were approximately $588,000. In April
2005, NFS acquired Aegis Business Group, Inc.  ("Aegis"),  a technology  company
that develops and markets  security  solutions  related to identity and computer
access management.  In December 2005, Aegis was sold to two individuals,  one of
who is an officer of NFS and one of whom was at the time,  a director of NFS. As
a result of this sale,  effective  December 2005 we discontinued  all operations
within  the  technology  division.  For the year ended  December  31,  2006,  we
incurred a net loss of approximately $932,000.

Our  business   development   division  focuses  on  identifying  and  acquiring
controlling  interests in development stage companies to further their growth by
providing capital, consulting, personnel and other services, both internally and
through the use of  subcontractors.  This  division  also  provides  consulting,
personnel  and  other   services,   both  internally  and  through  the  use  of
subcontractors,  to development stage companies, in which we have decided not to
invest.  This is  usually  provided  on a  contract  basis for fees and  related
expenses.  After evaluating a potential candidate for the probability of success
in its core business and determining its growth strategy and anticipated capital
requirements,  we develop a specific  strategy of success with management of the
development  stage company and provide personnel and services to work in concert
with the  management  to develop and execute the business  plan ss.The  mortgage
services  division is focused on the Phoenix and Scottsdale  Arizona markets and
is primarily  engaged in the business of marketing,  originating,  and brokering
residential mortgages secured by real estate.


                                       F-7


<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying  consolidated  financial statements include the accounts of NFS
and its  subsidiaries,  Northsight  Mortgage Group, LLC (an 80% ownership),  and
Navidec  Mortgage  Holdings,  Inc. All  significant  inter-company  balances and
transactions have been eliminated in consolidation.  In April 2005, NFS acquired
Aegis Business Group,  Inc.  ("Aegis"),  a technology  company that develops and
markets security  solutions related to identity and computer access  management.
In December 2005, Aegis was sold to two  individuals,  one of whom is an officer
of NFS and one of who was at the time,  a director  of NFS.  As a result of this
sale,  effective  December 13, 2005 we  discontinued  all operations  within the
technology  division.  As of that date the  operations of Aegis USA, Inc. are no
longer consolidated into the financials of Navidec Financial Services, Inc.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity  generally  accepted
accounting principles in the United States requires management to make estimates
and assumptions.  These estimates and assumptions affect the reported amounts of
assets and  liabilities,  disclose of contingent  assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses during the reported period. Actual results could differ materially from
those estimates.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, NFS considers cash and cash equivalents to
include highly liquid  investments with original  maturities of 90 days or less.
Those are readily convertible into cash and not subject to significant risk from
fluctuations  in interest  rates.  The  recorded  amounts  for cash  equivalents
approximate  fair  value  due  to  the  short-term  nature  of  these  financial
instruments.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject NFS to significant concentrations
of credit risk include cash  equivalents,  notes  receivable  and trade accounts
receivable.  The Company maintains its cash and investment  balances in the form
of bank demand deposits, money market accounts, commercial papers and short-term
notes with financial  institutions that management believes to be of high credit
quality.  Accounts  receivable  are  typically  unsecured  and are derived  from
transactions with and from customers primarily located in the United States.

                                       F-8

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

NFS  performs  ongoing  evaluations  of its  clients'  financial  condition  and
generally  does not require  collateral,  except for billings in advance of work
performed.  Management reviews accounts receivable  periodically and reduces the
carrying  amount  by a  valuation  allowance  that  reflects  management's  best
estimate  of  amounts  that  may not be  collectible.  Allowances,  if any,  for
uncollectible   accounts   receivable  are  determined  based  upon  information
available  and  historical  experience.  There was no  allowance at December 31,
2005.

No sales to  unaffiliated  customers  represented  10% or more of the  Company's
revenue for the year ended December 31, 2006.

INVESTMENTS

Investments  in  publicly  traded  equity  securities  over  which  NFS does not
exercise  significant  influence are recorded at market value in accordance with
FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which  requires  that  all  applicable  investments  be  classified  as  trading
securities,  available for sale securities or held-to-maturity  securities.  The
Company  has  investments  treated  as  available-for-sale  securities  that are
restricted  from sale in the open  market  under  Section  144 and have  limited
trading  volume.  There can be no  assurance  that we will  realize the recorded
value of this  investment  due to the  size of the  investment  and its  limited
trading volume.  Comprehensive income includes net income or loss and changes in
equity  from the  market  price  variations  in stock and  warrants  held by the
Company. The Company's comprehensive gain for the period ended December 31, 2005
was approximately $425,000.

Investments in non-publicly  traded equity securities or  non-marketable  equity
securities are stated at the lower of cost or estimated realizable value.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash and cash equivalents,  trade receivables and payables
approximated their fair value because of their short-term nature. Investments in
debt securities are recorded at their amortized cost,  which  approximates  fair
value because of their  short-term  maturity.  Investments in marketable  equity
securities  are  recorded  at  fair  value  based  upon  quoted  market  prices.
Investments in  non-marketable  equity securities are based upon recent sales of
similar  securities by the investees and approximated  their carrying value. The
Company's  borrowings  approximate  their  carrying  amounts based upon interest
rates currently available to the Company.

REVENUE RECOGNITION

Contract Revenues

Revenues  from  time  and  materials  contracts  are  recognized  as the work is
completed.   Revenue  recognition  for  time  and  materials  contracts  is  not
significantly impacted by judgments and estimates.  When work is performed based
on fixed price  agreements,  it is generally of a short  duration and revenue is
recognized when the work is completed.
                                       F-9
<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

Other Revenues

Revenues from mortgage brokerage operations are generally related to transaction
based fees and are recognized at the consummation of the transactions, generally
when mortgage transactions close.

INCOME TAXES

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision  or benefit for the period.  Effects of changes in enacted tax laws on
deferred  tax assets and  liabilities  are  reflected as  adjustment  to the tax
provision  or benefit in the period of  enactment.  NFS deferred tax assets have
been  reduced by a valuation  allowance  to the extent it was deemed more likely
than not, that some or all of the deferred tax assets would not be realized.

At  December  31,  2006,   the  Company  had  deferred   income  tax  assets  of
approximately $1,740,000 related primarily to net operating loss carry forwards.
That amount is offset by an equal valuation allowance.  Net operating loss carry
forwards of $1,740,000 will expire beginning in 2024.

ACCRUALS

Accrued expenses include the following (in thousands):


                                                    December 31    December 31
                                                       2006           2005
                                                    -----------    -----------
           Accrued litigation expenses                   --             50
           Other                                         --             35
                                                    -----------    -----------
                                                    $    --         $   85
                                                    -----------    -----------

Prepaid expenses of approximately $42,000 at December 31, 2006 are prepaid legal
fees.

                                      F-10

<PAGE>



                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005


STOCK BASED COMPENSATION

As  permitted  under  the  Statements  of  Financial  Accounting  Standards  No.
123("SFAS 123"), Accounting for Stock-Based  Compensation," the Company accounts
for its stock-based  compensation  for options issued to employees in accordance
with the provisions of Accounting  Principles board Opinion No. 25,  "Accounting
for Stock  Issued to  Employees"  ("APB 25").  As such,  for options  granted to
employees and  directors,  compensation  expense is recorded on a  straight-line
basis over the  shorter of the period  that the  services  are  provided  or the
vesting period, only if the current market price of the underlying stock exceeds
the  exercise  price.  Certain  pro  forma net  income  and  earnings  per share
disclosures  for employee  stock option grants are also included in the notes to
the financial  statements as if the fair value method as defined in SFAS 123 had
been applied. Transactions in equity instruments with non-employees for goods or
services are accounted for by the fair value method.

For 2006, consistent with the provisions of SFAS 123, the Company's net loss and
net loss per share would have been increased to the pro forma amounts  indicated
below. No options were granted to employees and directors during 2005.


                           For The Twelve Months Ended
                                  December 31,
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                      2006          2005
                                                                  ------------  ------------
<S>                                                                <C>          <C>
Net Loss:                                                          $   (464)    $   (1,377)
Add back:
Expense recognized under APB25                                           --             --
                                                                  ------------  ------------
Net total stock based employee  compensation expense
 determined under fair value method for all awards,
  net of related tax effect                                              --             --
                                                                  ------------  ------------
Pro Forma net loss                                                $    (932)    $    (1,377)
                                                                  ============  ============
Net loss per share basic and diluted:

Basic:
                   As Reported                                    $   (0.12)    $     (0.20)
                                                                  ============  ============
                   Pro Forma                                      $   (0.12)    $     (0.20)
                                                                  ============  ============
Diluted:
                   As Reported                                    $   (0.12)    $     (0.20)
                                                                  ============  ============
                   Pro Forma                                      $   (0.12)    $     (0.20)
                                                                  ============  ============
</TABLE>


                                      F-11


<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

NET INCOME (LOSS) PER SHARE

Basic net income  (loss) per share is  computed by  dividing  net income  (loss)
available to common  shareholders  for the period by the weighted average number
of common shares outstanding for the period. Diluted net income (loss) per share
is  computed by dividing  the net income  (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.

Potentially  dilutive  securities  consisting of 5,015,000 options and warrants,
have been excluded from the  determination of diluted earnings per share because
their effect would be anti-dilutive.

COMPREHENSIVE INCOME(LOSS)

Comprehensive  income  (loss)  includes net income or loss and changes in equity
from the  market  price  variations  in the BPZ  stock and  options  held by the
Company.  For 2006 The net loss was  approximately  $464,000 and the  unrealized
gain from BPZ stock was $1,590,000. Therefore, the Company's total comprehensive
gain for the period ended December 31, 2006 was approximately $1,126,000.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2003, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
Both  Liabilities  and Equity".  The  provisions  of SFAS 150 are  effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
are effective at the beginning of the first interim period  beginning after June
15, 2003,  except for mandatory  redeemable  financial  instruments of nonpublic
entities.  The  Company  has not  issued  any  financial  instruments  with such
characteristics.

In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  "Consolidation  of Variable  Interest  Entities"  (FIN No.  46R),  which
addresses  how  a  business  enterprise  should  evaluate  ,  whether  it  has a
controlling  financial  interest  in an entity  through  means other than voting
rights and accordingly  should consolidate the entity. FIN No. 46R replaces FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities",  which was
issued in January  2003.  Companies  are  required  to apply FIN 46R to variable
interests in variable interest entities ("VIE") created after December 31, 2003.
For variable interest in VIEs created before January 1, 2004 the  interpretation
is applied  beginning  January 1, 2005.  For any VIEs that must be  consolidated
under FIN No.  46R that  were  created  before  January  1,  2004,  the  assets,
liabilities and  non-controlling  interests of the VIE initially are measured at
their carrying  amounts with any difference  between the net amount added to the
balance sheet and any previously  recognized  interest  being  recognized as the
cumulative effect of an accounting  change. If determining the carrying value is
not  practicable,  fair value at the date FIN No. 46R first  applies may be used
measure the assets,  liabilities  and  non-controlling  interest of the VIE. The
Company does not have any interest in VIEs.

                                      F-12

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005


In December  2004,  the FASB issued SFAS No. 123R  (revised  2004)  "Share-Based
Payment"  which amends FASB  Statement  No. 123 and will be effective for public
companies  for  interim  or annual  periods  beginning  June 15,  2005.  The new
statement  will require  entities to expense  employee  stock  options and other
share-based payments. The new standard may be adopted in one of three ways - the
modified  prospective  transition method, a variation of the modified transition
method or the  modified  retrospective  transition  method.  The  Company  is to
evaluate how it will adopt the standard and the  evaluation  the effect that the
adoption  of SFAS  123R will  have on the  financial  position  and  results  of
operations.

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs, an amendment
of ARB No. 43,  Chapter  4." The  statement  amends the  guidance in ARB No. 43,
Chapter 4, Inventory Pricing,  to clarify the accounting for abnormal amounts of
idle facility expense,  freight,  handling costs and wasted material (spoilage).
Paragraph  5 of ARB No.  43,  Chapter  4  previously  stated  that  "under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double
freight  and  rehandling  costs may be so abnormal  as to require  treatment  as
current period charges". SFAS No. 151 requires that those items be recognized as
current-period  charges  regardless  of whether  they meet the  criterion of "so
abnormal".  In  addition,  this  statement  requires  that  allocation  of fixed
production overhead to the costs of conversion be based on the prospectively and
are effective for inventory  costs incurred  during fiscal years beginning after
June 15, 2005, with earlier  application  permitted for inventory costs incurred
during  fiscal years  beginning  after the date this  Statement  is issued.  The
adoption  of SFAS No.  151 does not have an  impact on the  Company's  financial
position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets,
an  amendment  of APB  Opinion  No.  29. The  guidance  in APB  opinion  No. 29,
Accounting  for  Non-monetary  Transactions,  is  based  on the  principle  that
exchange  of  non-monetary  assets  should be  measured on the fair value of the
assets  exchanges.  The  guidance in that  Opinion,  however,  included  certain
exceptions to that principle.  This Statement amends Opinion 29 to eliminate the
exception for non-monetary  exchanges of similar  productive  assets that do not
have commercial substance. A non-monetary has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange.  SFAS No. 153 is effective  for  non-monetary  exchanges  occurring in
fiscal  periods  beginning  June 15,  2005.  The adoption of SFAS No. 153 is not
expected to have an impact on the  Company's  financial  position and results of
operations.

In March 2005,  the FASB  issued FASB  Interpretation  No. 47,  "Accounting  for
Conditional Asset Retirement  Obligations"  ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial  reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional  asset retirement  obligation
when incurred if the liability's fair value can be reasonably estimated.  FIN 47
also defines  when an entity would have  sufficient  information  to  reasonably
estimate the fair value of an asset
                                      F-13

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

retirement  obligation.  The  provision  is  effective  no later than the end of
fiscal  years ending  after  December  15,  2005.  The Company will adopt FIN 47
beginning  the first  quarter  of  fiscal  year  2006 and does not  believe  the
adoption will have a material impact on its consolidated  financial  position or
results of operations or cash flows.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections"  ("SFAS 154") which replaces  Accounting  Principles Board Opinions
No. 20 "Accounting  Changes" and SFAS No. 3,  "Reporting  Accounting  Changes in
Interim  Financial  Statements-An  Amendment  of APB  Opinion  No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting  changes and
error  corrections.  It  establishes  retrospective  application,  or the latest
practicable  date,  as the required  method for reporting a change in accounting
principle and the reporting of a correction of an error..  SFAS 154 is effective
for accounting changes and a correction of Company in the first quarter of 2006.
The Company is  currently  evaluating  the effect that the  adoption of SFAS 154
will have on its results of  operations  and  financial  condition  but does not
expect it to have a material  impact.  In June 2005,  the  Emerging  Issues Task
Force, or EITF, reached a consensus on Issue 05-6,  Determining the Amortization
Period for Leasehold  Improvements,  which requires that leasehold  improvements
acquired in a business  combination  purchased  subsequent to the inception of a
lease be  amortized  over the lesser of the useful  life of the assets or a term
that includes  renewals that are reasonably  assured at the date of the business
combination or purchase. EITF 05-6 is effective for periods beginning after July
1, 2005. We do not expect the  provisions  of this  consensus to have a material
impact on the financial position, results of operations or cash flows.

In  February  2006,  the FASB  issued SFAS 155,  Accounting  for Certain  Hybrid
Financial  Instruments,   which  amends  SFAS  133,  Accounting  for  Derivative
Instruments and Hedging  Activities,  and SFAS 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a replacement
of FASB  Statement  No. 125.  SFAS 155 will be effective for the Company for all
financial  instruments  issued or acquired  after the  beginning its fiscal year
ending  December 31, 2006.  The Company not yet  evaluated  and  determined  the
likely effect of SFAS 155 on future financial statements.

In June 2006, the FASB issued  Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An  Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
clarifies  the  accounting  for  uncertainty  in income taxes  recognized  in an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or expected to be taken in a tax return that results in a
tax benefit.  Additionally,  FIN 48 provides guidance on de-recognition,  income
statement  classification  of  interest  and  penalties,  accounting  in interim
periods,  disclosure,  and transition.  This interpretation is effective for the
Company for its fiscal year ending  December 31,  2007.  The Company has not yet
evaluated  the effect that the  application  of FIN 48 may have,  if any, on its
future results of operations and financial condition.
                                      F-14

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that  require  or permit  fair value  measurements.  The  Company  is  currently
assessing  the impact the  adoption  of SFAS No. 157 will have on its  financial
statements.

In September  2006,  the SEC issued Staff  Accounting  Bulletin (SAB) No. 108 in
order to eliminate the diversity of practice  surrounding  how public  companies
quantify  financial  statement   misstatements.   In  SAB  108,  the  SEC  staff
established  an approach that  requires  quantification  of financial  statement
misstatements based on the effects of the misstatements on each of the Company's
financial  statements and the related financial statement  disclosures.  SAB No.
108 is effective  for the Company for its current  fiscal year.  The adoption of
SAB No. 108 did not have an impact on the Company's financial statements.

On February 15, 2007,  the FASB issued SFAS No. 159,  "The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement  No. 115." This standard  permits an entity to measure many  financial
instruments  and  certain  other  items at  estimated  fair  value.  Most of the
provisions  of SFAS No. 115  ("Accounting  for Certain  Investments  in Debt and
Equity   Securities)   applies   to  all   entities   that   own   trading   and
available-for-sale  securities.  The fair value  option  created by SFAS No. 159
permits  an entity  to  measure  eligible  items at fair  value as of  specified
election dates. Among others,  eligible items exclude (1) financial  instruments
classified  (partially  or in total) as  permanent  or  temporary  stockholders'
equity (such as a convertible  debt security  with a  non-contingent  beneficial
conversion  feature)  and (2)  investments  in  subsidiaries  and  interests  in
variable interests that must be consolidated.  A for-profit business entity will
be  required to report  unrealized  gains and losses on items for which the fair
value option has been elected in its statements of operations at each subsequent
reposting date. The fair value option (a) may generally be applied instrument by
instruments, (b) is irrevocable unless a new elections date occurs, and (c) must
be applied to the entire instrument and not to only a portion of the instrument.
SFAS No. 159 is  effective  as of the  beginning  of the first  fiscal year that
begins after  November 15, 2007.  The Company has not yet  evaluated  the effect
that the application of SFAS No. 159, may have, if any, on its future results of
operations and financial condition.

NOTE 3 - INVESTMENT IN BPZ

Significant  estimates were made with respect to the valuation of certain of our
investments in BPZ common stock and BPZ common stock  purchase  warrants that we
have been  granted.  Upon  consummation  of the merger  transaction  between Old
Navidec and BPZ, BPZ issued  604,246  shares of its common  stock to NFS.  These
shares were issued in consideration of NFS's assumption of all of the pre-merger
business  assets  and  liabilities  of Old  Navidec.  These  shares  qualify  as
"marketable securities" as that term is defined by SFAS 115 (and as

                                      F-15

<PAGE>
                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005


further defined in Footnote 2 to that Statement).  Under this definition, if the
equity  security is restricted for sale by a governmental  or other  contractual
requirement,  but the  holder  of the  security  has the  power  to  cause  such
requirement  of  restriction  to be met in a  manner  that  the  security  would
reasonably be expected to qualify for sale within one year,  the security is not
considered  restricted for the purposes of SFAS 115. As such, we are required to
record our investment in these securities at their fair value.

Further, due to certain  registration rights and contractual  conditions related
to the  exercise  of these  warrants,  we  believe  that they do not  qualify as
derivative  securities  as the term is defined under SFAS 133 and as such should
be recorded  at their fair value as  stipulated  under the  guidance of SFAS 115
(see  paragraph  above) and EITF  96-11.  To this end  (using the Black-  Sholes
options pricing model), we have estimated the fair value of these warrants to be
$2.51 per share as of December  31, 2005 Had we not  treated  these  warrants as
marketable securities they would have been recorded on our books at the lower of
cost or basis,  which in this case would be zero.  The Company has accounted for
the receipt of stock and warrants as a contribution of capital from BPZ.

At the end of the year of 2006, the closing market price was $4.10 per share and
as of  December  31,  2005 the  closing  market  price per share was $4.25.  The
Company's "investments in BPZ" is valued at approximately $5,587,000 on December
31, 2006.

Due to the large block of shares held by us and due to the significant number of
shares  underlying  the  warrants  relative to the trading  volume of BPZ, it is
uncertain if we could  liquidate  our positions in BPZ at an amount equal to the
estimated  fair value.  Actual  proceeds from the sale of the stock or the stock
received  upon  exercise of the  warrants  may be  significantly  lower than the
amount recorded on the balance sheet.

Under the terms of the merger  agreement,  cash  proceeds  from the  exercise of
certain  legacy  stock  options in Old  Navidec  (now BPZ) are payable to NFS as
additional   contributed   capital.   For  the  year  ended  December  31,  2006
approximately  $963,000 was credited to NFS equity accounts from the exercise of
such options.

NOTE 4 - CAPITAL LEASES OBLIGATIONS

NFS acquired no property under capital lease arrangements in 2006 or 2006.

                                      F-16

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

NOTE 5 - SUBSIDIARIES

The accompanying  consolidated  financial statements include the accounts of NFS
and its  subsidiaries,  Northsight  Mortgage  Group,  LLC, and Navidec  Mortgage
Holdings, Inc. All significant inter-company balances and transactions have been
eliminated in  consolidation.  In April 2005, NFS acquired Aegis Business Group,
Inc.  ("Aegis"),  a  technology  company  that  develops  and  markets  security
solutions related to identity and computer access management.  In December 2005,
Aegis was sold to two  individuals,  one of whom is an officer of NFS and one of
who was at the time,  a director  of NFS.  As a result of this  sale,  effective
December 13, 2005 we discontinued all operations within the technology division.
As of that date the  operations  of Aegis USA,  Inc. are no longer  consolidated
into the financials of Navidec Financial Services, Inc.

We are organized into two divisions: business development and mortgage services.
In 2005 annual  revenues for the  business  development  and  mortgage  services
businesses were approximately  $1,835,000. In 2005 we also operated a technology
division.  2005 revenues for this division were approximately $588,000. In April
2005, NFS acquired Aegis Business Group, Inc.  ("Aegis"),  a technology  company
that develops and markets  security  solutions  related to identity and computer
access management.  In December 2005, Aegis was sold to two individuals,  one of
who is an officer of NFS and one of whom was at the time,  a director of NFS. As
a result of this sale,  effective  December 2005 we discontinued  all operations
within  the  technology  division.  For the year ended  December  31,  2005,  we
incurred a net loss of approximately $1,377,000.

Our  business   development   division  focuses  on  identifying  and  acquiring
controlling  interests in development stage companies to further their growth by
providing capital, consulting, personnel and other services, both internally and
through the use of  subcontractors.  This  division  also  provides  consulting,
personnel  and  other   services,   both  internally  and  through  the  use  of
subcontractors,  to development stage companies, in which we have decided not to
invest.  This is  usually  provided  on a  contract  basis for fees and  related
expenses.  After evaluating a potential candidate for the probability of success
in its core business and determining its growth strategy and anticipated capital
requirements,  we develop a specific  strategy of success with management of the
development  stage company and provide personnel and services to work in concert
with the management to develop and execute the business plan.

The mortgage services division is focused on the Phoenix, and Scottsdale Arizona
markets and is primarily engaged in the business of marketing,  originating, and
brokering residential mortgages secured by real estate.

NOTE 6 EQUITY TRANSACTIONS

Prior to the merger transaction, NFS had 2,000,000 shares of common stock issued
and outstanding. The date of the merger transaction these were forward split and
increased  to  5,177,748  shares  as NFS was  contractually  obligated  to issue
5,177,748  shares on a pro rata basis to the Old Navidec  shareholders of record
on September 9, 2004.
                                      F-17

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

In 2004 the Company granted  1,200,000  shares of the Company's  common stock to
certain executive officers of the Company as compensation.  Executive employment
agreements  provide for the grant of fully vested options to purchase  1,200,000
shares of the  common  stock of the  Company at an  exercise  price of $0.05 per
share.

In January  2005 a  consultant  to the  Company  exercised  options to  purchase
250,000  shares of NFS  common  stock for cash  proceeds  of $12,500 On April 1,
2005, the Company  commenced a private  offering to accredited  investors  under
Regulation D of the Securities Act of 1933, as amended. The offering consists of
units comprised of one share of NFS common stock, par value $.001 per share, one
Class A warrant and one Class B warrant for an offering price of $1.00 per unit.
The Class A warrant  entitles  the  holder to  purchase  one share of NFS common
stock for each warrant held at a purchase price of $2.00 per share and the Class
B warrant entitles the holder to purchase one share of NFS common stock for each
warrant  held at a  purchase  price of $4.00  per  share.  The  minimum  for the
offering  was  $500,000  or 500,000  units and the  maximum  was $2 million or 2
million  units.  In August  2005,  the Company  closed the offering on 1,332,500
units.

STOCK OPTIONS AND WARRANTS

Executive employment agreements provide for the grant of fully vested options to
purchase  1,200,000  shares of the common  stock of the  Company at an  exercise
price of $0.05.  The  options  have 8.75 years  remaining  contractual  lives at
December 31, 2006.

On July 6, 2005, we entered into a loan agreement  with The Elevation  Fund, LLC
whereby The Elevation  Fund,  LLC loaned to NFS an aggregate  amount of $312,000
for a period of 90 days  following the closing date at an interest rate equal to
the  highest  prime  rate per annum  published  in the Money  Rate  Table of the
Western  Edition of The Wall Street  Journal plus four percent (4%),  compounded
annually.  In  consideration  for the loan,  NFS issued a common stock  purchase
warrant representing the right to purchase 100,000 shares of NFS common stock at
a  purchase  price of $1.00 per share for a period of time  expiring  on July 6,
2010.  The exercise  price and number of shares is subject to  adjustment  under
certain circumstances. NFS has agreed to register the resell of the common stock
underlying the warrant on any registration  statement filed by the Company.  The
Company also entered into a security  agreement  with The  Elevation  Fund,  LLC
providing a security  interest in 150,000 shares of BPZ common stock held by NFS
to secure its performance under the loan agreement.

During the years ended December 31, 2005, and December 31, 2004, an aggregate of
5,540,000 of options and/or warrants to purchase shares of the Company's  common
stock were  issued.  Such options  and/or  warrants  are  exercisable  at prices
ranging  from $.05 to $4.00 per share,  is fully  vested,  and expire at various
times through August 2010.

During the year ended  December  31,  2005  certain  option  holder's  exercised
options to purchase  250,000 shares of the Company's  common stock for an amount
of $12,500.
                                      F-18

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2006 and 2005

During the year ended  December 31, 2006 an  aggregate  of 2,965,510  options to
purchase  common stock of the company  were  granted to  executive  officers and
directors of the Company.  The options are fully vested,  exercisable at a price
of $1.25 per share and expire in 2016.  No options or  warrants  were  exercised
during the year ended December 31, 2006.

A summary of option and warrant activity for 2006 and 2005 is as follows:


<TABLE>
<CAPTION>
                                                    Weighted-                                  Weighted-
                                   Number of         Average            Options/                Average
                                    Options/         Exercise           Warrants               Exercise
                                     Warants          Price           Exercisable                Price
                                  -------------    -------------    -----------------    ----------------------
<S>    <C>                        <C>              <C>              <C>                  <C>
       Outstanding,
           December 31, 2003                --               --                   --                        --
           Granted in 2004           1,200,000             0.05            1,200,000                      0.05

       Outstanding,               -------------    -------------    -----------------    ----------------------
           December 31, 2004         1,200,000             0.05            1,200,000                      0.05
                                  -------------    -------------    -----------------    ----------------------
           Granted  in 2005          4,315,000             2.26            4,315,000                      2.26
           Terminated in 2005         (250,000)            0.05             (250,000)                     0.05
           Exercised                  (250,000)            0.05             (250,000)                     0.05
                                  -------------    -------------    -----------------    ----------------------
       Outstanding,
           December 31, 2005         5,015,000             1.82            5,015,000                      1.82
                                  -------------    -------------    -----------------    ----------------------
           Granted in 2006           2,965,510             1.25            2,965,510                      1.25

                                  -------------    -------------    -----------------    ----------------------
       Outstanding,
           December 31, 2006         7,971,510             1.61            7,971,510                      1.61
                                  =============    =============    =================    ======================
</TABLE>



At December 31, 2006,  the range of prices for shares under options and warrants
and the weighted-average remaining contractual life is as follows:

<TABLE>
<CAPTION>

                         Warrants Outstanding                                        Warrants Exercisable
        --------------------------------------------------------    -------------------------------------------------------
                                                                        Weighted-
                                                     Weighted-           Average                                 Weighted-
     Range of Option/Warrant                          Average           Remaining             Number              Average
     Exercise Price              Number of            Exercise         Contractual              Of                Exercise
                                  Warrants             Price              Life               Warrants              Price
     ----------------------- ------------------     ------------      -------------      ----------------       -----------
<S>  <C>                             <C>                <C>               <C>                   <C>                <C>
      $ 0.05                          1,200,000          $ 0.05            7.75                  1,200,000          $ 0.05
        1.00                          1,150,000            1.00            3.50                  1,150,000            1.00
        1.25                          2,965,510            1.00            9.50                  2,965,510            1.00
        2.00                          1,332,500            2.00            1.17                  1,332,500            2.00
        4.00                          1,332,500            4.00            1.17                  1,332,500            4.00
                                ---------------                                            ---------------
                                      7,917,510                                                  7,971,510
                                ===============                                            ===============
</TABLE>

                                      F-19

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

NOTE 7 - EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

The Company  entered an Amended and Restated  Employment  Agreement with John R.
McKowen, as Chief Executive Officer ("CEO") and Chairman of the Board, effective
June 15, 2005 which amends and restates in its entirety the Employment Agreement
dated as of September 21, 2004 between Mr. McKowen and the Company.  The term of
that  agreement  is for  two  years  and  renews  automatically  for  successive
additional  one-year  periods  provided  that  neither  the CEO nor the  Company
provide  the other  with  notice of intent not to renew the  agreement  at least
thirty (30) days before the anniversary date of the agreement. The CEO's current
annual  salary under the  agreement is $150,000 and his salary is to be reviewed
not less than monthly.  The agreement  also provides that the CEO may be paid an
annual bonus at the discretion of the NFS board of directors.

The  agreement  further  provides  for the  grant of a fully  vested  option  to
purchase one million  shares of the Company's  common stock at an exercise price
of $.05 per  share.  In the event that CEO's  employment  were to be  terminated
without  "Cause" by the Company,  as defined in the agreement,  then the Company
must pay the CEO severance  payments (the "Severance  Payments").  The Severance
Payments  will be an amount equal to six months of the CEO's highest base salary
in effect  during the prior  twelve  months  (either in a lump sum or in monthly
increments  depending on the Company's  financial status, plus a pro rata amount
of any  annual  bonus  paid for the most  recently  completed  fiscal  year.  In
addition, upon termination of the CEO, the Company will provide the continuation
of all of benefits that the CEO is entitled to under Company  plans,  as defined
in the agreement, for one year and the immediate vesting of the CEO's non-vested
options for shares of the Company's  capital stock. If the CEO's employment were
terminated  without "Cause",  including  termination due to a change in control,
the CEO  would  receive  $75,000.  The CEO is  eligible  to  participate  in the
Company's Management Incentive Plan.

The Company  entered  into an Amended and  Restated  Employment  Agreement  with
Robert D.  Grizzle,  as its Chief  Operating  Officer  ("COO),  Chief  Financial
Officer and President,  effective June 15, 2005 which amends and restates in its
entirety that Employment  Agreement dated as of September 21, 2004,  between Mr.
Grizzle and the Company.  The term of that agreement is for two years and renews
automatically for successive  additional  one-year periods provided that neither
the COO nor the Company  provide  the other with  notice of their  intent not to
renew  the  agreement  at  least  30 days  before  the  anniversary  date of the
agreement.  The COO's current  annual salary under the agreement is $112,500 and
his salary to be reviewed no less than monthly. The agreement also provides that
the COO may be paid an  annual  bonus  at the  discretion  of the NFS  board  of
directors. The agreement further provides for the grant of a fully vested option
to purchase 200,000 shares of the Company's common stock at an exercise price of
$.05 per share. In the event that COO's employment were to be terminated without
"Cause" by the Company,  as defined in the agreement,  then the Company must pay
the COO severance payments (the "Severance Payments").

                                      F-20

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

The  Severance  Payments  will be an  amount  equal to six  months  of the COO's
highest base salary in effect during the prior twelve months (either in lump sum
or in monthly increments  depending on the Company's  financial status),  plus a
pro rata amount of any annual bonus paid for the most recently  completed fiscal
year.  In addition,  upon  termination  of the COO, the Company will provide the
continuation of all of benefits that the COO is entitled to under Company plans,
as defined in the  agreement,  for one year and the immediate  vesting of all of
the COO's non-vested  options for shares of the Company's  capital stock. If the
COO's employment were terminated without "Cause", including termination due to a
change in control,  the COO would receive  $56,250.  The COO is also eligible to
participate in the Company's Incentive Plan.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

NFS entered into an operating  lease for office  facilities at 8310 South Valley
Highway,  3rd  Floor,  Englewood  Colorado  which  expires  in  June  2007.  The
obligation for the year of 2007 is approximately  $22,000.  Northsight  Mortgage
Group has a lease for office space at 8520 E. Shea, #111, Scottsdale, AZ with an
obligation of $80,366 per year for fiscal years 2007, 2008, and 2009.

DEFINED CONTRIBUTION PLAN

NFS has a 401(k)  profit  sharing  plan (the  "Plan").  Subject to  limitations,
eligible  employees may make  voluntary  contributions  to the Plan. The Company
may, at its discretion,  make additional  contributions to the Plan. The Company
did not contribute during the year ended December 31, 2006.

LITIGATION

On  February  14, 2006 BPZ filed a Petition  in the  District  Court of Arapahoe
County,  Colorado for the appointment of a receiver and the judicial dissolution
of NFS ("the  Action").  On May 19,  2006,  BPZ and the Company  entered  into a
Settlement  Agreement  and Mutual  Release  (the  "Agreement")  by and among the
Company,   BPZ,  and  John  McKowen,   the  Chief   Executive   Officer  of  NFS
(collectively,  the "Parties").  The Agreement  settles all disputes amongst the
Parties relating to the Action.  The Agreement provides for among other things a
complete  mutual release  between the Parties of any and all claims  relating to
the Action.  The  Agreement  provides for among other  things a complete  mutual
release  between the Parties of any and all claims  relating to the Action.  The
Agreement settles all disputes amongst the Parties relating to the Action.


The Agreement  provides for among other things a complete mutual release between
the Parties of any and all claims  relating to the Action.  The  Agreement  also
provides that the  expiration  date that  currently  applies to the BPZ warrants
held by NFS will be extended to a date that is one year  following the effective
date of the registration of the BPZ shares underlying the

                                      F-21

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

warrants.  BPZ is obligate to use good faith and reasonably  diligent efforts to
obtain effective  registration of such shares and will bear any related,  direct
and customary  registration  expense.  On June 20, 2006 the Court  dismissed the
petition with prejudice and further issued a declaratory judgment and finding of
fact  that  BPZ  was not now nor  had it  ever  been  shareholder  of NFS  since
September 9, 2004, the record date of the spin-off.

On April 4, 2006 NFS received notice that a default judgment had been entered in
favor of NFS in Denver  District  Court,  Colorado  in a matter  pending in that
court between NFS, Larson International  Limited,  and Leslie Greyling.  NFS had
brought an action  against  Larson  International  Limited  and Leslie  Greyling
(collectively "Larson") alleging among other things non-performance with regards
to a business  consulting  agreement  between Old Navidec and Larson.  The court
awarded NFS  approximately  $420,000 in cash and the court  ordered that 100,000
shares of BPZ Energy common stock revert back to NFS. NFS had initially conveyed
these shares to Larson as compensation under the business consulting  agreement.
NFS had been holding the shares pending completion of the services  contemplated
under the business consulting agreement.

In the normal  course of  business,  the Company is subject to, and may become a
party to,  litigation  regarding  disputes with vendors and  employment  issues.
Management  believes there are no other matters  currently in litigation,  other
than the SEC investigation  described above that could have a material impact on
the Company's financial position or results of operations.

NOTE 9 - SEGMENT REPORTING

In 2006 the Company operated in two different  segments,  Business  Development,
and Mortgage Services. In 2005 the Company operated in three different segments,
Business Development, Mortgage Services and Technology. Management has chosen to
organize the Company  around these segments based on differences in products and
services.  Segment  operations  are  measured  consistent  with  the  accounting
policies used in these consolidated financial statements.

                                      F-22

<PAGE>



                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

The  following  provides  information  on the Company's  operating  segments (in
thousands):

                             For the year ended December 31, 2006
                             ------------------------------------
                                 Development        Mortgage
                             ------------------------------------
Revenue from customers            $    --           $ 1,508

Profit (Loss) from operations         (440)             (45)

Identifiable assets                  6,403              153


                                      For the year ended December 31, 2005
                                 ----------------------------------------------
                                 Technology(a)     Development        Mortgage
                                 ----------------------------------------------

Revenue from customers                $ 588          $    142          $ 1,682

Profit (Loss) from operations          (741)           (1,641)             146

Identifiable assets                      --             6,323              245

(a)      See Note 10



NOTE 10 - DISCONTINUED OPERATIONS

On April 7, 2005, we entered into a Stock Purchase Agreement with Aegis Business
Group, Inc., a Colorado corporation  ("AegisUSA"),  in which we were entitled to
receive  three  million  (3,000,000)  shares of  AegisUSA  common  stock and two
million  (2,000,000) shares of AegisUSA Series B Convertible  Preferred Stock in
exchange for a purchase  price of  $625,000,  to be paid over a period of ninety
days,  and by  agreeing to  exchange  shares of our common  stock for all of the
issued and  outstanding  shares of the AegisUSA  Series A Preferred  Stock.  The
negotiated  purchase  price was based on the pro  forma  financial  information,
business plan and the anticipated capital funding requirements of AegisUSA.

On  December  13,  2005  Aegis  was sold to two  individuals,  one of whom is an
officer of NFS and one of whom was at the time,  a director of NFS. The terms of
the sale  provided for a $100,000 cash payment to NFS at the closing of the sale
and a $528,000 note due and payable to NFS on December 31, 2006. The note caries
an 8% interest  rate and is secured by  2,000,000  common  shares and  3,000,000
preferred  shares  of Aegis.  288,862  shares of NFS  common  stock  held by the
purchasers  are also pledged as collateral  against the note.  In addition,  the
note  carries a price  escalation  of  approximately  $33,334 per month for each
month that the note remains unpaid after January 31, 2006,
                                      F-23

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

until such time that a cumulative escalation of $400,000 is reached. No interest
is accrued on the escalation  amounts unless and until the note is in default at
which point the cumulative  escalation amount also carries an interest charge at
8% per annum. Further, the terms of the sale also called for the cancellation of
all common stock  exchange  rights that  initially  had been given by NFS to the
holders  of all of the  issued  and  outstanding  shares  of  AegisUSA  Series A
Preferred Stock at the time of the original purchase of Aegis by NFS. Also, as a
condition to closing, the terms of the sales required  reimbursement by Aegis to
NFS of approximately $51,000 in expenses paid by NFS on behalf of Aegis.

For the period ended December 31, 2006, NFS realized a gain on the sale of Aegis
of $400,000.  For the period ended December 31, 2005, NFS realized a gain on the
sale of Aegis of approximately $744,000. As of January 16, 2007, the note was in
default due to  non-payment.  In accordance with the terms of the note, NFS took
possession  of all items  pledged as  collateral  in support of the note and the
Company  filed a Demand  for  Arbitration  with the  Judicial  Arbiter  Group in
Denver,  Colorado.  A date for such arbitration has not been set. As of December
31,  2006,  the  Company  recorded an  allowance  for bad debt in this regard of
approximately $81,000.

In August 2003,  Navidec  Technology  Corporation  was formed as a  wholly-owned
subsidiary  of Old Navidec and in October  2003,  changed its name to SwiftSure,
Inc. Pursuant to the terms of the merger  transaction with BPZ, Swiftsure became
a  wholly-owned  subsidiary  of NFS,  but it does  not  currently  transact  any
business or have any assets or liabilities.

NOTE 11- SUBSEQUENT EVENTS

On  December  13,  2005,  Aegis was sold to two  individuals,  one of whom is an
officer of NFS and one of whom was at the time,  a director of NFS. The terms of
the sale  provided for a $100,000 cash payment to NFS at the closing of the sale
and a $528,000 note due and payable to NFS on December 31, 2006. The note caries
an 8% interest  rate and is secured by  2,000,000  common  shares and  3,000,000
preferred  shares  of Aegis.  288,862  shares of NFS  common  stock  held by the
purchasers  are also pledged as collateral  against the note.  In addition,  the
note  carries a price  escalation  of  approximately  $33,334 per month for each
month that the note remains unpaid after January 31, 2006,  until such time that
a cumulative  escalation  of $400,000 is reached.  No interest is accrued on the
escalation  amounts  unless and until the note is in default at which  point the
cumulative  escalation  amount also carries an interest  charge at 8% per annum.
Further,  the terms of the sale also called for the  cancellation  of all common
stock exchange rights that initially had been given by NFS to the holders of all
of the issued and outstanding shares of AegisUSA Series A Preferred Stock at the
time of the original purchase of Aegis by NFS.

                                      F-24

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

Also, as a condition to closing,  the terms of the sales required  reimbursement
by Aegis to NFS of  approximately$51,000  in  expenses  paid by NFS on behalf of
Aegis.  At December  31, 2006 no payments  due under the note had been made.  As
such Effective January 16, 2007 the note is in default for non-payment  Pursuant
to the terms of the note on or about  January 22, 2007 the company  demanded and
received all Aegis and NFS stock  pledged  under the  agreement,  however,  such
stock was not registered in the name of NFS. Between  approximately  February 1,
2007 and April 6, 2007,  the parties  attempted to  negotiate a  settlement  and
pay-off of the debt.  On April 9, 2007 under the terms of note the Company filed
a Demand for Arbitration with the Judicial Arbiter Group in Denver, Colorado.

As of December 31, 2006, the Company  recorded an allowance for bad debt in this
regard  of  approximately  $81,000.  On May  3,  2007,  the  Company  reached  a
settlement agreement with Mr. Grizzle and Mr. Armijo whereby Mr. Armijo paid the
Company  $300,000 in cash and  surrendered  to the Company  68,862 shares of the
Company's  common stock and 100,000 of his fully vested  options to purchase the
Company's common stock at $0.28 per share. This surrender represents 100 percent
of Mr. Armijo's  ownership in the Company's  common stock and 100 percent of Mr.
Armijo's  options to purchase  the common  stock of the  Company.  Based upon an
agreed upon value of $150,000  which relates to  approximately  $1.055 per share
which  approximates  the most recent private  placement sales price per share of
the companies  common stock,  Mr. Grizzle executed a note payable to the Company
for $450,000, due on the earlier of one year from the date that the common stock
of the Company is publicly traded and his shares are registered for resale under
an effective  registration  statement filed by the Company or December 31, 2009.
The note caries an 8% interest  rate and is secured by  1,000,000  Aegis  common
shares, 1,500,000 Aegis preferred shares, 220,000 shares of the Company's common
stock and 200,000  options to purchase  shares of the Company's  common stock at
$0.05 per share held by Mr. Grizzle.

                                      F-25

<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       NAVIDEC FINANCIAL SERVICES, INC.


Date:  May 1, 2007                     By:/s/John R. McKowen
                                          -----------------------------------
                                          John R. McKowen, CEO and Chairman


Date:  May 1, 2007                     By:/s/Robert D. Grizzle
                                          -----------------------------------
                                          Robert D. Grizzle, President, COO, CFO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Date:  May 1, 2007                     By:/s/John R. McKowen
                                          -----------------------------------
                                          John R. McKowen, Director

Date:  May 1, 2007                     By:/s/Howard L. Farkas
                                          -----------------------------------
                                          Howard L. Farkas, Director



















                                       26