UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
================================================================================


                                  FORM 10-KSB/A
                                  AMENDMENT #1


[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                          COMMISSION FILE NO. 000-51139

                        NAVIDEC FINANCIAL SERVICES, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


                COLORADO                                 13-4228144

      (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)


          2000 South Colorado Blvd., Suite 200, Denver, Colorado 80222


                                 (303) 222-1000


Securities registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered  pursuant to Section 12(g) of the Act: COMMON STOCK,
NO PAR VALUE

Check whether the Registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
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 [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best  of  the  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 defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The  Registrant's  revenues  for its fiscal  year ended  December  31, 2007 were
$689,000.

The aggregate market value of the voting common stock held by  non-affiliates of
the  Registrant on March 24, 2008 was  approximately  $8,054,797  based upon the
reported  closing  sale price of such shares.  As of March 24, 2008,  there were
8,993,445 shares issued and outstanding,  of which 4,738,116 shares were held by
non-affiliates.

          Transitional Small Business Disclosure Format. Yes [ ] No [X]

<PAGE>


                        NAVIDEC FINANCIAL SERVICES, INC.
                        2007 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

   ITEM                              DESCRIPTION                            PAGE

Part I.

Item 1.    Description of Business                                             3

Item 2.    Description of Properties                                           8

Item 3.    Legal Proceedings                                                   8

Item 4.    Submission of Matters to a Vote of Security Holders                 8

Part II.

Item 5.    Market for Common Equity and Related Stockholder Matters            9

Item 6.    Management's Discussion and Analysis or Plan of Operation          11

Item 7.    Financial Statements                                               20

Item 8.    Changes in and Disagreements With Accountants on Accounting and    21
           Financial Disclosure

Item 8a.   Controls and Procedures                                            21

Item 8a(T) Control and Procedures

Item 8b.   Other Information

Part III.

Item 9.    Directors, Executive Officers, Promoters and Control Persons and   22
           Corporate Governance; Compliance with Section 16(a) of the
           Exchange Act

Item 10.   Executive Compensation                                             24

Item 11.   Security Ownership of Certain Beneficial Owners and Management     26
           and Related Stockholder Matters

Item 12.   Certain Relationships and Related Transactions and Director        26
           Independence

Part IV.

Item 13.   Exhibits                                                           27

Item 14.   Principal Accountant Fees and Services                             30


<PAGE>

                           FORWARD-LOOKING STATEMENTS

    In addition to historical information,  some of the information presented in
this Annual Report on Form 10-KSB contains  "forward-looking  statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act").  Although Navidec Financial Services,  Inc., ("Navidec" or the "Company,"
which  may  also be  referred  to as  "we,"  "us" or  "our")  believes  that its
expectations  are  based on  reasonable  assumptions  within  the  bounds of its
knowledge of its business and operations:  there can be no assurance that actual
results will not differ materially from our expectations.  Such  forward-looking
statements  are subject to operating  risks and  uncertainties  that could cause
actual  results  to  differ  materially  from  those   anticipated,   Cautionary
statements regarding the risks,  uncertainties and other factors associated with
these forward-looking statements are discussed on page 4 below. You are urged to
carefully consider these factors, as well as other information contained in this
Annual  Report on Form 10-KSB and in our other  periodic  reports and  documents
filed with the SEC.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL OVERVIEW

Navidec Financial Services, Inc. (the Company or NFS), is a holding company that
was  incorporated  in  December  2002 in the  state of  Colorado.  NFS is in the
business of creating or acquiring a controlling  interest in  development  stage
enterprises  with the expectation of further  developing the enterprise and then
taking the enterprise public.

NFS has so far developed one  subsidiary,  Northsight,  Inc.,  which acts as its
sole operating division.

SUBSIDIARIES
------------

NORTHSIGHT, INC. (formerly Navidec Mortgage Holdings, Inc.)

On September  11, 2003,  NFS  purchased an 80% interest in  Northsight  Mortgage
Group, LLC ("NMG"), an Arizona mortgage broker.

On May 4, 2005, the Company formed Navidec Mortgage  Holdings,  Inc., a Colorado
corporation ("NMH"), as a subsidiary of NFS and received 2,000,000 common shares
of NMH. On November 11, 2007, NMH amended its articles of incorporation in order
to change its name to Northsight, Inc. ("Northsight").

On October 12, 2007, NFS exchanged its 80% interest in NMG for 3,000,000  common
shares of Northsight to bring the total common shares of Northsight owned by NFS
to 5,000,000 shares. On October 12, 2007,  Northsight purchased the 20% minority
interest in NMG from the minority member for 100,000 shares of Northsight.  As a
result of this  transaction,  NFS owns 98% of Northsight and the former minority
member of NMG owns 2% of Northsight.

Starting  in July  2007,  NFS  began  lending  money  to  Northsight  to  enable
Northsight  to make short  term,  mortgage  backed  loans to  borrowers  who are
purchasing deeply  discounted  or foreclosed residential real  estate in Arizona

                                       1

<PAGE>

and Colorado. As of December 31, 2007, NFS had lent Northsight  $5,826,473.  The
loans to  Northsight  yield 12% and are  callable on demand by NFS. The loans to
Northsight are secured by first deeds of trust on residential real estate. As of
December  31,  2007,  Northsight  had  $2,203,731  in short  term  bridge  loans
outstanding.

Over  the  past  year,  Northsight  has  redesigned  its  operations  to  assist
purchasers  attempting  to buy  foreclosed or auction  residential  real estate.
Northsight does so by providing two separate and distinct mortgage programs.

     o    Bridge loan program  provides 100%  financing to  purchasers  who have
          good  credit and are buying  property at 70% or less  current  loan to
          value.

     o    Asset loan program provides 100% financing to purchasers who have less
          -er credit scores and are buying property at  60% or less current loan
          to value.

The goal of both  programs is to provide  100%  financing  to the  purchaser  of
deeply  discounted  residential real estate to enable them to get their "name on
title" and then convert the financing to lower rate conventional  financing.  In
the case of the good credit borrower,  the  conventional  financing is available
immediately.  In the case of the lesser credit score borrower,  the conventional
financing is available  after the borrower  has  repaired  their  credit,  which
generally takes at least six months.  In both loan programs, Northsight  holds a
first deed of trust as collateral against the loan.

Northsight also purchases  residential real estate to "fix and hold" to develop,
to rent or to "fix and flip" for its own account.

In  November   2007,   Northsight   purchased  56  Thomas  Park,  South  Boston,
Massachusetts 02127, a residential property, for $1,200,000.  The property was a
6,000 square feet single family  residence  that  Northsight is converting  into
three 2,000 square feet individual  condominium single family units.  Northsight
expects to purchase  additional  properties in the Boston area market to develop
and sell or rent.

On December 20, 2007 the  subsidiary,  Northsight,  Inc.  repossessed a property
securing one of its short term loans due to non-payment. The property is located
in the  Denver  area,  and the  Company  decided  to  keep  the  property  as an
investment  rather  than  resell it. The  property  is  currently  under a lease
agreement to a tenant  through  February  2009 and earns $2,000 a month in gross
rental income.

Joint Venture:

          On February 14, 2008,  Jaguar Group,  LLC.  ("Jaguar")  and Northsight
          formed a limited  liability  company,  Jaguar  Investment  Group,  LLC
          ("JIG")  and signed an  operating  agreement  whereby  Northsight  and
          Jaguar would each contribute $4,000,000,  to be in the form of cash or
          real estate equity,  and own a 50% voting and revenue  interest in the
          limited liability company.

          JIG is a whole-sale  lender  providing  both the bridge and asset loan
          program to correspondent mortgage brokers. JIG also purchases mortgage
          portfolios from national institutions.

Northsight  is a  mortgage  broker  subject  to state  and  federal  regulations
regarding consumer  protection,  including  Truth-In-Lending and RESPA, since it
originates  consumer  loans.  Northsight  has made  application  to the state of
Arizona to be designated as a mortgage banker in that state.

INVESTMENTS
-----------

BPZ RESOURCES, INC.

BPZ Resources, Inc. ("BPZ") is an oil and gas exploration and production company
which has exclusive license contracts for oil and gas exploration and production
for four  properties in Peru. BPZ is a publicly  traded company that went public

                                       2

<PAGE>

through a reverse  merger  orchestrated  by the  Company in  September  2004.  A
portion of the  Company's  assets  are in the form of BPZ common  stock that was
received as a result of the reverse merger.  BPZ's common stock is listed on the
American Stock Exchange under the symbol BZP.

At December 31, 2007, the closing  market price of BPZ was $11.18 per share.  At
December  31,  2007,  the Company  held  300,000  shares of BPZ.  The  Company's
investment  in BPZ is valued at  approximately  $3,354,000  on December 31, 2007
($5,587,000 on December 31, 2006).

AEGIS BUSINESS GROUP, INC.

On April 7,  2005,  NFS  entered  into a Stock  Purchase  Agreement  with  Aegis
Business  Group,  Inc., a Colorado  corporation  ("AegisUSA").  As result of the
Stock Purchase  Agreement,  the Company received  3,000,000 common and 2,000,000
preferred shares of AegisUSA. On December 13, 2005, NFS sold those shares to Mr.
Robert Grizzle,  the then Chief Operating  Officer of NFS and Mr. Ralph Armijo a
former director.

The terms of the sale of AegisUSA 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  carried an 8% interest  rate and was secured by  2,000,000
common shares and 3,000,000  preferred shares of Aegis.

On May 3, 2007, 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,
in payment  for the  purchase of his shares of Aegis.  In May 2007,  the Company
re-negotiatied  the terms of the note with Mr.  Grizzle as part of a  Seperation
Agreement  with the Company.  As part of the Separation  Agreement,  Mr. Grizzle
executed a note payable for $450,000 payable at 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  carries 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.
Effective  September  30,  2007,  Mr.  Grizzle  resigned as the Chief  Operating
Officer  and  the  Chief  Financial  Officer  of the  Company,  as  part  of the
Separation Agreement.

COMPETITION, MARKETS AND REGULATION

Competition.
-----------

There are many competitors with greater resources and experience than NFS in the
business of acquiring  development stage companies and providing similar capital
and  services.  It may be difficult  for NFS to identify and acquire  businesses
because some of the Company's competitors may have greater resources.

Governmental Regulation.
-----------------------

Fair Lending and Consumer Laws. NFS, through Northsight provides consumer loans.
Federal and state laws regulate  various lending  aspects of  Northsight's  loan
business.

Banks  and  other   depository   institutions   also  are  subject  to  numerous
consumer-oriented  laws and regulations.  These laws, which include the Truth in
Lending Act, the Truth in Savings  Act,  the Real Estate  Settlement  Procedures
Act, the Electronic  Funds Transfer Act, the Equal Credit  Opportunity  Act, and
the Fair Housing Act, require compliance by depository institutions with various
disclosure  requirements and  requirements  regulating the availability of funds
after deposit or the making of some loans to customers.


                                       3
<PAGE>

State Laws: NFS, through Northsight is regulated by Arizona and Colorado lending
supervisory agencies,  although  NFS/Northsight believes that minimal regulation
is applicable to the investor loans that Northsight provides.


Number of Persons Employed.
--------------------------

As of December 31, 2007, NFS and its  subsidiaries  had a total of 21 employees.
There  is 1 full  time  employee,  who is  dedicated  to NFS  and 20  full  time
employees who are dedicated to the business  operations of  Northsight.  None of
NFS employees are represented by a labor union.

NFS's sole employee is its Chief Executive Officer, John McKowen.

COMPANY RISK FACTORS
--------------------

NFS  securities are highly  speculative  and should be purchased only by persons
who can  afford  to lose  their  entire  investment.  Readers  should  carefully
consider the following risk factors,  as well as all other information set forth
elsewhere in this annual report, in relation to the shares of its common stock.

NFS can give no assurance of success or profitability to investors.
------------------------------------------------------------------

There is no  assurance  that the Company  will  continue to operate  profitably.
There is no assurance  that the Company will  generate  revenues or profits,  or
that the market price of its common stock will be increased thereby.

Officers and directors may have  conflicts of interest which may not be resolved
--------------------------------------------------------------------------------
favorably to the Company.
------------------------

Certain conflicts of interest may exist between the Company and our officers and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is  consistent  with  fiduciary  duties  to  us.  See  "Directors,  Executive
Officers, and Control Persons" (page 17), and "Conflicts of Interest" (page 18).

NFS may in the future  issue more shares  which could cause a loss of control by
--------------------------------------------------------------------------------
present management and current stockholders.
-------------------------------------------

NFS may issue further shares as consideration for the cash or assets or services
out of its  authorized  but  unissued  common stock that would,  upon  issuance,
represent a majority of the voting power and equity of the  Company.  The result
of such an issuance would be those new stockholders and management would control
the Company,  and persons unknown could replace management at this time. Such an
occurrence  would  result in a greatly  reduced  percentage  of ownership of the
Company by our current  shareholders,  which could present  significant risks to
investors.

NFS has a relatively short operating history,  so investors have no way to gauge
--------------------------------------------------------------------------------
our long term performance.
-------------------------
NFS was formed in December 2002 and in 2003 acquired  control of  Northsight,  a
mortgage broker.  Northsight  represent a  significant  portion of NFS's assets.
Northsight has developed a new business plan that should be regarded as a new or


                                       4
<PAGE>

development venture with all of the unforeseen costs,  expenses,  problems,  and
difficulties  to which such ventures are subject.  The  Northsight  new business
plan should be considered highly speculative.

NFS is not diversified and is dependent on only one business.
------------------------------------------------------------

Because of the limited financial resources, NFS may not be able to diversify its
operations.  The inability to diversify our  activities  into more than one area
will  subject  NFS to  economic  fluctuations  within  the real  estate  finance
industry and therefore  increase the risks associated with its operations due to
lack of diversification.

NFS's  officers and  directors  may have  conflicts of interests as to corporate
--------------------------------------------------------------------------------
opportunities which NFS may not be able or allowed to participate in.
--------------------------------------------------------------------

Presently  there is no requirement  contained in our Articles of  Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors of our business to
disclose  to us  business  opportunities  which  come to  their  attention.  Our
officers and directors do,  however,  have a fiduciary  duty of loyalty to us to
disclose to us any  business  opportunities  which come to their  attention,  in
their  capacity as an officer and/or  director or otherwise.  Excluded from this
duty  would  be  opportunities   which  the  person  learns  about  through  his
involvement as an officer and director of another company.  NFS has no intention
of merging with or acquiring business  opportunity from any affiliate or officer
or director. (See "Conflicts of Interest" at page 18.)

NFS has  substantial  competitors  who  have an  advantage  over the  Company in
--------------------------------------------------------------------------------
resources and management.
------------------------

Most of  NFS's  competitors  have  significantly  greater  financial  resources,
technical expertise and managerial  capabilities than us and, consequently,  NFS
will be at a competitive disadvantage in identifying and developing or exploring
suitable  prospects.  Competitors'  resources  could  overwhelm  NFS  restricted
efforts and cause adverse consequences to NFS's operational performance.

NFS has agreed to  indemnification  of officers and  directors as is provided by
--------------------------------------------------------------------------------
Colorado Statutes.
-----------------

Colorado Statutes provide for the  indemnification  of our directors,  officers,
employees, and agents, under certain circumstances,  against attorney's fees and
other  expenses  incurred by them in any litigation to which they become a party
arising from their association with any activities on our behalf.  NFS will also
bear  the  expenses  of  such  litigation  for any of our  directors,  officers,
employees,  or agents, upon such person's promise to repay us therefore if it is
ultimately  determined  that any such  person  shall not have been  entitled  to
indemnification.   This  indemnification  policy  could  result  in  substantial
expenditures by us that NFS will be unable to recoup.

Our directors' liability to us and shareholders is limited.
----------------------------------------------------------

Colorado Revised  Statutes  exclude personal  liability of NFS directors and our
stockholders for monetary damages for breach of fiduciary duty except in certain
specified circumstances. Accordingly, NFS will have a much more limited right of
action against our directors that  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

NFS may depend upon outside  advisors,  who may not be  available on  reasonable
--------------------------------------------------------------------------------
terms and as needed.
-------------------

To supplement the business  experience of NFS's officers and directors,  NFS may
be required to employ accountants,  technical experts, appraisers, attorneys, or
other  consultants  or advisors.  Our Board without any input from  stockholders

                                       5
<PAGE>

will make the selection of any such advisors.  Furthermore, NFS anticipates that
such  persons  will be  engaged on an "as  needed"  basis  without a  continuing
fiduciary or other  obligation to us. In the event NFS considers it necessary to
hire outside advisors, it may elect to hire persons who are affiliates,  if they
are able to provide the required services.

Risk Factors Relating to NFS and Our Business

Any person or entity  contemplating  an investment in NFS should be aware of the
high  risks  involved  in  NFS's  business  and the  hazards  inherent  therein.
Specifically, the investor should consider, among others, the following risks:

NFS's  subsidiary's  real  estate  loan  portfolios  have  significant  type and
--------------------------------------------------------------------------------
geographic concentrations and an economic slowdown or depressed residential real
--------------------------------------------------------------------------------
estate  market in our primary  markets  could be  detrimental  to our  financial
--------------------------------------------------------------------------------
condition.
---------

A substantial portion of Northsight (the NFS subsidiary) residential real estate
loans are to  customers  located  in  Arizona  and  Colorado.  Deterioration  in
economic  conditions  in these  markets or in the  housing  market  could have a
material  adverse  effect on the quality of these  portfolios and the demand for
our products and services. In addition, during periods of economic recession, we
may experience a decline in collateral  values and an increase in delinquencies.
Accordingly,  the  ultimate  collectability  of a  substantial  portion  of  our
commercial  loan portfolio is  susceptible to economic  changes in these markets
including increases in interest rates. A significant  downturn in the commercial
or  residential  real estate market in these areas would be  detrimental  to our
financial condition.

If the  value of real  estate  in  Northsight's  market  areas  were to  decline
--------------------------------------------------------------------------------
materially,  a  significant  portion  of  their  loan  portfolio   could  become
--------------------------------------------------------------------------------
under-collateralized,  which could have a material adverse effect on NFS's asset
--------------------------------------------------------------------------------
quality, capital structure and profitability.
--------------------------------------------

Northsight's  loan portfolio is comprised of loans secured by  residential  real
estate. At December 31, 2007, approximately 88.9% of NFS's loans had real estate
as a component of  collateral.  In the majority of these loans,  real estate was
the primary  collateral  component.  The real estate collateral that provides an
alternate  source of repayment in the event of default may  deteriorate in value
during the term of the loan.  If NFS is required  to  liquidate  the  collateral
securing  a loan to satisfy  the debt  during a period of  reduced  real  estate
values, our earnings and capital could be adversely affected.  NFS is subject to
increased  lending  risks in the form of loan  defaults  as a result of the high
concentration  of real  estate  lending  in our loan  portfolio  should the real
estate market turn downward.

NFS's/Northsight's  business is subject to interest  rate risk and stock  market
--------------------------------------------------------------------------------
risk and  variations  in interest  rates and/or the stock market may  negatively
--------------------------------------------------------------------------------
affect its financial performance.
--------------------------------

The majority of NFS's assets and  liabilities  are monetary in nature or related
to stock market prices of a single company and subject NFS to  significant  risk
from  changes  in  interest  rates.  Fluctuations  in  interest  rates  are  not
predictable  or  controllable.  Like most  financial  institutions,  changes  in
interest  rates can impact our net interest  income as well as the  valuation of
our  assets  and  liabilities.  Based on NFS's  analysis  of the  interest  rate
sensitivity of NFS's assets,  an increase in the general level of interest rates
may  negatively  affect  the  market  value of the  portfolio  equity,  but will
positively  affect  NFS's net  interest  income  since most of our  assets  have
floating rates of interest that adjust fairly quickly to changes in market rates
of  interest.  Additionally,  an  increase in  interest  rates may,  among other
things,  reduce the  demand for loans and our  ability  to  originate  loans.  A
decrease in the general  level of interest  rates may affect NFS through,  among
other things,  increased  prepayments on Northsight's  loan and  mortgage-backed


                                       6
<PAGE>

securities portfolios and increased competition for loans. Accordingly,  changes
in the  level  of  market  interest  rates  affect  Northsight's  net  yield  on
interest-earning  assets,  loan  origination  volume,  loan and  mortgage-backed
securities portfolios, and Northsight's overall results.

The  current  dislocations  in the  subprime  mortgage  sector,  and the current
--------------------------------------------------------------------------------
weakness in the broader  financial  market,  could  adversely  affect NFS, which
--------------------------------------------------------------------------------
could  result  in  increases  in  defaults,  reductions  in  our  liquidity  and
--------------------------------------------------------------------------------
reductions in the value of the investments in our portfolio.
-----------------------------------------------------------

The  continuing  dislocations  in the subprime  mortgage  sector and the current
weakness in the broader  financial  market could adversely affect the Northsight
portfolio  and could  cause NFS to be unable  to  continue  to raise  additional
financing.  This could  potentially  limit our ability to  continue  operations,
increase our costs and reduce our liquidity.

Recent  developments  in the  market for many types of  mortgage  products  have
resulted in reduced  liquidity  for, and value of, these  assets.  Although this
reduction in liquidity has been most acute with regard to subprime assets, there
has been an overall  reduction in liquidity and value across the credit spectrum
of mortgage products.

NFS's/Northsight's mortgage loan originations are dependent on external factors.
--------------------------------------------------------------------------------

     o    As a mortgage  lender,  through  Northsight,  the NFS  subsidiary,  is
          subject  to  changes  in  consumer  and real  estate-related  laws and
          regulations that could subject NFS to lawsuits or adversely affect NFS
          profitability or ability to remain competitive.

     o    Northsight  must  comply  with  the  applicable  licensing  and  other
          regulatory  requirements of each  jurisdiction in which  Northsight is
          authorized to lend.  Northsight is subject to examination by each such
          jurisdiction,  and if it is  determined  that we are not in compliance
          with the  applicable  requirements,  Northsight  may be fined  and the
          license to lend may be suspended or revoked.

     o    Northsight  is  competing  for  mortgage  loans  against  much larger,
          better-known mortgage originators that affect our ability to originate
          mortgage loans at attractive yields and spreads.


Deteriorating  credit  quality,  particularly  in residential  construction  and
--------------------------------------------------------------------------------
development loans, may adversely impact NFS.
-------------------------------------------

The real estate  industry  has  experienced  a downturn  in credit  performance,
particularly  in the third and fourth  quarters of 2007,  credit  conditions may
continue  to  deteriorate  in the near term.  This  deterioration  may result in
higher costs associated with real estate development projects for NFS.

Recently  declining  values of  residential  real estate may increase our credit
--------------------------------------------------------------------------------
losses, which would negatively affect our financial results.
-----------------------------------------------------------

NFS,  through  its  subsidiary  Northsight,   offers  secured  loans,  including
commercial loans, real estate,  construction,  home equity,  and consumer loans.
Northsight loans are secured by real estate (both residential and commercial) in
the market area. A major change in the real estate market, such as deterioration
in the value of this  collateral,  or in the local or  national  economy,  could
adversely affect our customer's ability to pay these loans, which in turn  could


                                       7
<PAGE>

impact us. Risk of loan defaults and foreclosures are unavoidable in the banking
industry,  and Northsight tries to limit our exposure to this risk by monitoring
the extensions of credit and collateral,  carefully.  NFS cannot fully eliminate
credit risk, and as a result credit losses may occur in the future.


Risk Factors Related to Our Stock

The regulation of penny stocks by SEC and NASD may discourage the tradability of
--------------------------------------------------------------------------------
NFS securities.
--------------

NFS is a  "penny  stock"  company.  Our  securities  currently  trade on the OTC
Bulletin Board and are subject to a Securities and Exchange Commission rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement to the transaction  prior to the sale.  Effectively,  this discourages
broker-dealers  from executing  trades in penny stocks.  Consequently,  the rule
will affect the ability of purchasers in this offering to sell their  securities
in any  market  that might  develop  therefore  because  it  imposes  additional
regulatory burdens on penny stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices have been  manipulated to a desired  consequent  investor  losses.  NFS's
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  NFS does not expect to be in a position to dictate the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to NFS securities.

NFS will pay no foreseeable dividends in the future.
---------------------------------------------------

NFS has not paid dividends on its common stock and do not ever anticipate paying
such dividends in the foreseeable future.

Rule 144 sales in the future may have a depressive effect on NFS stock price.
----------------------------------------------------------------------------

                                       8
<PAGE>

Some of the  outstanding  shares of common  stock held by our present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws.  Rule 144  provides  in  essence  that a  person  who has held
restricted  securities for six months may, under certain conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the owner has held the restricted securities for a period of
six months.  A sale under Rule 144 or under any other exemption from the Act, if
available,  or pursuant to subsequent  registration of shares of common stock of
present stockholders,  may have a depressive effect upon the price of the common
stock in any market.

NFS investors may suffer future  dilution due to issuances of shares for various
--------------------------------------------------------------------------------
considerations in the future.
----------------------------

There may be  substantial  dilution  to NFS  shareholders  as a result of future
decisions of the Board to issue shares  without  shareholder  approval for cash,
services, or acquisitions.

NFS stock may be thinly  traded  and as a result  shareholders  may be unable to
--------------------------------------------------------------------------------
sell at or near ask prices or at all if shareholders desire to liquidate shares.
--------------------------------------------------------------------------------

The shares of NFS common stock,  are  thinly-traded  on the OTC Bulletin  Board,
meaning that the number of persons interested in purchasing our common shares at
or near ask prices at any given time may be relatively  small. This situation is
attributable  to a number  of  factors,  including  the fact that NFS is a small
company  which  is  relatively   unknown  to  stock  analysts,   stock  brokers,
institutional  investors and others in the investment community that generate or
influence  sales  volume,  and that  even if NFS came to the  attention  of such
persons,  they tend to be risk-averse  and would be reluctant to follow an early
stage  company or purchase or recommend  the  purchase of any of our  Securities
until such time as NFS became more seasoned and viable. As a consequence,  there
may be periods of several days or more when trading  activity in our  Securities
is minimal or  non-existent,  as compared to a seasoned issuer which has a large
and steady volume of trading  activity that will  generally  support  continuous
sales without an adverse effect on NFS's  Securities  price. NFS cannot give you
any assurance that a broader or more active public trading market for our common
Securities will be sustained. Due to these conditions, NFS can give investors no
assurance  that they will be able to sell their  shares at or near ask prices or
at all if their desire to liquidate their Securities of NFS.

NFS common stock may be volatile,  which  substantially  increases the risk that
--------------------------------------------------------------------------------
shareholders  may not be able to sell NFS  Securities at or above the price that
--------------------------------------------------------------------------------
paid for the security.
---------------------

Because of the limited  trading  market for NFS common  stock and because of the
possible price  volatility,  shareholders  may not be able to sell NFS shares of
common stock when  desired.  The  inability to sell NFS  Securities in a rapidly
declining  market may  substantially  increase  the risk of loss because of such
illiquidity and because the price for NFS Securities may suffer greater declines
because of the price volatility.

The price of NFS  common  stock  that will  prevail  in the  market  after  this
offering may be higher or lower than the price the shareholder may pay.  Certain
factors, some of which are beyond our control, that may cause our share price to
fluctuate significantly include, but are not limited to the following:

                                       9
<PAGE>

     o    Variations in our quarterly operating results;
     o    Loss  of  a  key  relationship  or  failure  to  complete  significant
          transactions;
     o    Additions or departures of key  personnel;  and
     o    Fluctuations in stock market price and volume.

Additionally,   in  recent   years  the  stock   market  in  general,   and  the
over-the-counter  markets in  particular,  have  experienced  extreme  price and
volume  fluctuations.  In  some  cases,  these  fluctuations  are  unrelated  or
disproportionate to the operating  performance of the underlying company.  These
market and industry factors may materially and adversely affect NFS stock price,
regardless of our operating  performance.  In the past, class action  litigation
often has been brought against companies  following periods of volatility in the
market price of those  companies  common stock.  If NFS become  involved in this
type of  litigation  in the future,  it could  result in  substantial  costs and
diversion of  management  attention  and  resources,  which could have a further
negative effect on the investment in NFS stock.

ITEM 2. DESCRIPTION OF PROPERTIES

Corporate Offices

In February  2008,  the Company  along with its  subsidiary,  Northsight  opened
offices at 2000 S. Colorado Blvd, Suite 2000,  Denver,  Colorado.  The lease for
this  office  is  approximately  $4,601  per  month.  The  lease  has a term  of
approximately 3 years.

The Company maintains an office at the home of the President,  John McKowen. The
Company  reimburses  Mr.  McKowen at the rate of $3,500 per month for the use of
the facilities.

During the period of January 1, 2007 through June 30, 2007,  the Company  leased
office space at 8310 South Valley Highway, 3rd Floor, Englewood, Colorado 80112.
The lease for this space expired in June 2007. The Company paid $4,500 per month
for the use of this office and related facilities.

Northsight Offices

Northsight,  our  subsidiary,  also has  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

Neither the Company  and/or its officers and  directors are subject to any legal
proceedings of which we are aware of.

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

During the year ended  December  31,  2007,  no matters  were  submitted  to the
shareholders for approval, nor did the Company hold a shareholders' meeting.


                                       10
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

PRICE RANGE OF COMMON STOCK

The Common Stock is presently traded on the  over-the-counter  market on the OTC
Bulletin  Board  maintained  by  the  Financial  Industry  Regulatory  Authority
("FINRA").  On  September  17,  2007,  our  common  stock  began  trading on the
over-the-counter  bulletin  board.  The NASDAQ  symbol  for the common  stock is
"NVDF."

The following  table sets forth the range of high and low bid quotations for the
common stock of each full quarterly period during the fiscal year that our stock
was trading. The quotations were obtained from information published by the NASD
and reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions.


           2007 Fiscal Year              High                    Low
           ----------------              ----                    ---
        March 31, 2007                  $ 0.00                 $ 0.00
        June 30, 2007                     0.00                   0.00
        September 30, 2007                0.60                   0.10
        December 31, 2007                 1.12                   0.30


As of December 31, 2007, there were 256 shareholders of record. We estimate that
there are  approximately  1,000 beneficial  shareholders.  In many instances,  a
registered stockholder is a broker or other entity holding shares in street name
for one or more customers who beneficially own the shares.

Our transfer agent is  Computershare,  350 Indiana  Street,  Suite 800,  Golden,
Colorado 80401. The telephone number is 303-262-0710.

Dividends
---------

As of the  filing  of this  prospectus,  we  have  not  paid  any  dividends  to
shareholders.  There are no  restrictions  which  would limit our ability to pay
dividends  on common  equity  or that are  likely  to do so in the  future.  The
Colorado  Revised  Statutes,  however,  do prohibit us from declaring  dividends
where, after giving effect to the distribution of the dividend;  we would not be
able to pay our debts as they become due in the usual course of business; or our
total assets would be less than the sum of the total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.

Penny Stock
-----------

Penny Stock Regulation  Broker-dealer  practices in connection with transactions
in "penny  stocks" are  regulated  by certain  penny stock rules  adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00.  Excluded from the penny stock  designation are

                                       11
<PAGE>

securities  registered  on certain  national  securities  exchanges or quoted on
NASDAQ,  provided  that  current  price and volume  information  with respect to
transactions  in such securities is provided by the  exchange/system  or sold to
established customers or accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its salesperson in connection with the  transaction,  and the
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.

These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock  rules.  As our  securities  have become  subject to the penny stock
rules, investors may find it more difficult to sell their securities.

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

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially  from those  anticipated  in these  forward  looking  statements as a
result of any number of factors,  including those set forth under "Risk Factors"
on page 15 and elsewhere in this report.

PLAN OF OPERATIONS
------------------

OVERVIEW

NFS currently is focusing its business development activities on its subsidiary,
Northsight.  Northsight business activities are focused on providing residential
real  estate  investors  and  purchasers'   bridge  financing  to  purchase  and
rehabilitate discounted or foreclosed residential real estate property.

RESULTS OF OPERATIONS
---------------------

For the Year Ended  December  31, 2007  Compared to the Year Ended  December 31,
2006

Our  revenues  are a result of the  activities  of  Northsight  in the  mortgage
industry.

During the year ended  December 31, 2007, we had revenues of $689,000,  compared
to  $1,508,000  in revenues  during the year ended  December 31, 2006,  from the
activities of its subsidiary, Northsight, Inc. in its operations in the mortgage
industry.  The decrease of $819,000 was  primarily a result of the downward turn
in the overall market of the mortgage industry.

During the year ended  December 31, 2007,  operating  expenses  were  $1,634,000
compared to  $2,499,000  for the year ended  December 31, 2006.  The decrease of
$865,000 was a result of  management's  overall  efforts during the last year to
reduce and eliminate general and administrative expenses.  During the year ended
December 31, 2007, we had general and administrative  expenses of $1,630,000 and
depreciation of $4,000.  During the year ended December 31, 2007, we incurred an
operating loss of approximately $945,000.

                                       12
<PAGE>

During the year ended December 31, 2007, we recognized a gain on the sale of our
investment in BPZ of $5,212,000  compared to $67,000 for the year ended December
31, 2006.  The increase of $5,145,000  was a result of the volume of shares that
we sold and the increase in price of BPZ in 2007 over the prior year.

During the year ended  December 31, 2007, we recognized a gain on the settlement
of  debt  of  $50,000.  This  was  from  the  negotiation  of  settlement  of an
outstanding debt of $100,000.  The Company continues to pursue the collection of
the balance of the settlement.

During  the year  ended  December  31,  2007,  we  recognized  a net  income  of
$4,287,000 compared to a net loss of $464,000 during the year ended December 31,
2006. The resulting increase in net income was a direct result of the $5,212,000
gain  recognized on the sale of our  investment  in BPZ,  offset by the $819,000
decrease in revenue and the $762,000 decrease in operating expenses.

LIQUIDITY
---------

From the  Company's  inception  through  December 31,  2007,  we have funded our
operations primarily from the following sources:

         o      Equity proceeds through private placements of NFS securities;

         o      Revenue generated from operations;

         o      Loans and lines of credit;

         o      Sales of equity investments;

         o      Proceeds from the exercise of legacy Navidec, Inc. Options

Cash flow from  operations has not  historically  been sufficient to sustain our
operations without the above additional  sources of capital.  As of December 31,
2007,  the Company had cash and cash  equivalents  of  $1,424,000  and a working
capital surplus of approximately $1,023,000.

Cash flow provided by our operating  activities  totaled $1,292,000 for the year
ended December 31, 2007. Cash flows provided by our investing activities for the
year ended December 31, 2007 were  $1,147,000.  We received  proceeds of $17,000
from the sale of equity investments. We had a net increase in our investments of
$634,000.  We expended  $14,000 in the  purchase of fixed assets and $450,000 in
funding notes receivables.

Net cash used in financing activities was approximately  $1,194,000 for the year
ended December 31, 2007. We realized $50,000 from the exercise of options during
the year ended December 31, 2007. We recognized an unrealized gain on securities
of $816,000.


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

                                       13
<PAGE>

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.

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 year ended
December 31, 2007, we had no reserves for that debt.

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, NFS entered into a purchase agreement with NMG
and its sole  member  that  provided  for the  transfer of 80% of the issued and
outstanding  membership  units of NMG to NFS  resulting  in the  realization  of
$190,000 of goodwill.  This membership  interest was transferred to NFS pursuant
to the terms of the merger  agreement.  During the year ended December 31, 2007,
NFS purchased the remaining 20% of NMG. Management  determined that the goodwill
established  for these  transactions  would be  eliminated  for the period ended
December 31, 2007.

                                       14
<PAGE>

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, 2007,  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, 2007, 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 NFS'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.

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-26 hereof are incorporated herein by
reference.

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

During  the year ended  December  31,  2007,  we had no  disagreements  with our
Independent Registered Public Accounting Firm, Jaspers + Hall, P.C.

ITEM 8A. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), Mr. John McKowen, our Chief Executive Officer
and Principal  Financial Officer carried out an evaluation under the supervision
and with the participation of our management, of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act

                                       15
<PAGE>

Rule  15d-14 as of the end of the period  covered by this  report.  Based on the
foregoing evaluation, Mr. McKowen has concluded that our disclosure controls and
procedures  are  effective  in  timely  alerting  them to  material  information
required  to be  included  in  our  periodic  SEC  filings  and to  ensure  that
information  required to be disclosed in our periodic SEC filings is accumulated
and communicated to our management,  including our Chief Executive  Officer,  to
allow  timely  decisions  regarding  required  disclosure  as a  result  of  the
deficiency in our internal control over financial reporting discussed below.

ITEM 8A.   CONTROLS AND PROCEDURES

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

         (i)        pertain to the  maintenance  of records  that, in reasonable
                    detail,  accurately and fairly reflect the  transactions and
                    dispositions of our assets;

         (ii)       provide reasonable  assurance that transactions are recorded
                    as necessary to permit  preparation of financial  statements
                    in accordance with generally accepted accounting principles,
                    and that our receipts and  expenditures  are being made only
                    in accordance  with  authorizations  of our  management  and
                    directors; and

         (iii)      provide reasonable  assurance regarding prevention or timely
                    detection of unauthorized acquisition, use or disposition of
                    our  assets  that  could  have  a  material  effect  on  our
                    financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the year ended December 31,
2007. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses  considering the nature and
extent of our current operations and any risks or errors in financial  reporting
under current operations.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter ended December 31, 2007 that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


ITEM 8B. OTHER INFORMATION

None

                                       16
<PAGE>

                                    PART III

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

At December 31, 2007,  our officers and directors  were the  individuals  listed
below:

                        Age                                             Term

John McKowen             58    Chief Executive Officer,                Annual
                               Chief Financial Officer,
                               Chairman of the Board of
                               Directors

Howard L. Farkas         83    Director                                Annual

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 directors and officers of the Company will devote such time to the Company's
affairs  on an "as  needed"  basis,  but no less than 20 hours per  month.  As a
result,  the  actual  amount of time,  which they will  devote to the  Company's
affairs is unknown and is likely to vary substantially from month to month.

BIOGRAPHICAL INFORMATION

Management  will devote minimal time to the  operations of the Company,  and any
time spent will be  devoted  to  screening  and  assessing  and,  if  warranted,
negotiating to acquire business opportunities.

JOHN R. MCKOWEN.  Mr.  McKowen has served as the Chief  Executive  Officer and a
Director and Chairman of the Board of the Company  since the Company was founded
in December  2002,  Mr.  McKowen  also served as President  and Chief  Executive
Officer of Navidec,  Inc.  from August  2003 to  September  2004 and served as a
director of Navidec,  Inc., now BPZ, from December 2002 to May 2005. Mr. McKowen
was hired by Navidec, Inc. as a financial consultant in 1996 and was involved in
the private,  public and  secondary  financing  of Navidec,  Inc. He served as a
financial  consultant to Navidec,  Inc.  until March 1999. Mr. McKowen began his
career in the  financial  services  industry  1978.  In 1984 Mr.  McKowen  began
working as an  independent  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 (45). Mr. Grizzle resigned as the Chief Operating  Officer and
Chief  Financial  Officer in September  2007.  He served as the Chief  Operating
Officer from June 2005 through  September 2007. He served as the Chief Financial
Officer of the Company from September 2004 through  September 2007. He served as
the  President  of the  Company  from June 2005  through  September  2004.  From

                                       17
<PAGE>

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
Navidec,  Inc.  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 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 Navidec, Inc. 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  chemical  research and  manufacturing  company  whose  products are used
extensively  in new drug  research;  Logic  Devices,  Inc., a publicly  held and
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;  and 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, and a  subsidiary.  Mr. Walen has been the
Managing Member of Northsight,  a majority-owned  subsidiary of NFS, 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

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

CONFLICTS OF INTEREST - GENERAL

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our  business,  they devote to our business such time as they believe
to be necessary.

                                       18
<PAGE>

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  requires  our  Officers  and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file reports of ownership and changes in ownership with the SEC.
Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of copies of such  reports  received,  and  representations
from certain  reporting  persons,  we believe that, during the fiscal year ended
December  31, 2007,  all Section  16(a) filing  requirements  applicable  to our
officers,  directors  and  greater  than 10%  beneficial  owners  were  filed in
compliance with all applicable requirements.

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive  officers for the fiscal year ended  December 31, 2007,  2006 and 2005
(the "Named Executive Officers"):

<TABLE>
<CAPTION>

                              SUMMARY EXECUTIVES COMPENSATION TABLE
                              -------------------------------------

                                                                Non-equity    Non-qualified
                                                                incentive        deferred
                                          Stock     Option         plan        compensation     All other
   Name &               Salary    Bonus    awards    awards    compensation      earnings      compensation    Total
  Position      Year      ($)      ($)      ($)       ($)          ($)             ($)             ($)          ($)
-------------- -------- -------- -------- --------- --------- --------------- --------------- --------------- --------
<S>            <C>      <C>      <C>      <C>       <C>       <C>             <C>             <C>             <C>

John           2007(1)  156,000  100,000     0         0            0               0               0         256,000
McKowen,        2006    150,000     0        0         0            0               0               0         150,000
President       2005    125,000  28,902      0         0            0               0               0         153,902
-------------- -------- -------- -------- --------- --------- --------------- --------------- --------------- --------
Robert         2007(2)  87,500      0        0         0            0               0               0         87,500
Grizzle,        2006    112,500     0        0         0            0               0               0         112,500
CFO & COO(1)    2005     98,483  21,677      0         0            0               0               0         120,115
-------------- -------- -------- -------- --------- --------- --------------- --------------- --------------- --------
</TABLE>

(1)  During the year ended December 31, 2007, Mr. McKowen  received a cash bonus
     of  $100,000,  which was  offset  against  advances  of $5,372  owed to the
     Company. He received a net amount of $94,638 before taxes.
(2)  In September 2007, Mr. Grizzle resigned as the Chief Financial  Officer and
     Chief Operating Officer of the Company.


                                       19
<PAGE>

<TABLE>
<CAPTION>

                          OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
                          --------------------------------------------

The following table sets forth certain information concerning outstanding equity
awards held by the President and our most highly compensated  executive officers
for the fiscal year ended December 31, 2007 (the "Named Executive Officers"):

                           Option Awards Stock awards
------------- ----------------------------------------------------------- --------------------------------------------
                                                                                                            Equity
                                                                                                            incentive
                                       Equity                                                               plan
                                       incentive                                                Equity      awards:
                                       plan                                                     incentive   Market
                                       awards:                                                  plan        or
              Number of    Number of   Number of                          Number     Market     awards:     payout
              securities  securities   securities                         of         value of   Number of   value of
              underlying  underlying   underlying                         shares     shares     unearned    unearned
              unexercised unexercised  unexercised   Option      Option   or units   of units   shares,     shares,
              options       options    unearned    exercise   expiration  of stock   of stock   units or    units or
    Name      (#)             (#)       options      price       date     that       that       other       others
              exercisable unexercisable   (#)         ($)                 have not   have not   rights      rights
                                                                           vested     vested    that have   that
                                                                             (#)        ($)     not         have not
                                                                                                vested (#)   vested
                                                                                                               ($)
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
<S>           <C>         <C>          <C>         <C>         <C>        <C>        <C>        <C>         <C>

John
McKowen,
President     1,460,948        0           0         $1.25       2017         0          0          0           0
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
Robert
Grizzle,       200,000         0           0         $0.05    9/21/2014       0          0          0           0
CFO & COO      452,362         0           0         $1.25       2017         0          0          0           0
------------- ----------- ------------ ----------- ----------- ---------- ---------- ---------- ----------- ----------
</TABLE>

                                      DIRECTOR COMPENSATION
                                      ---------------------

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended December 31, 2007:

<TABLE>
<CAPTION>

                                                                           Non-qualified
                                                             Non-equity      deferred
                 Fees earned                                 incentive     compensation     All other
                  or paid in      Stock         Option          plan         earnings      compensation      Total
     Name            cash       awards ($)    awards ($)    compensation        ($)            ($)            ($)
                     ($)                                        ($)
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
<S>              <C>           <C>           <C>           <C>             <C>            <C>             <C>
John McKowen        $ -0-         $ -0-         $ -0-          $ -0-           $ -0-          $ -0-          $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
Howard Farkas       $ -0-         $ -0-         $ -0-          $ -0-           $ -0-          $ -0-          $ -0-
---------------- ------------- ------------- ------------- --------------- -------------- --------------- ------------
</TABLE>

Each outside  director  receives $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, 2007 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

                                       20
<PAGE>

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,  2007,  options to
purchase  an  aggregate  of  3,681,511  shares of common  stock were  issued and
outstanding  consisting of options to purchase 300,000 shares of common stock at
an  exercise  price of $0.05 per share,  options to  purchase  25,000  shares of
common stock at an exercise  price of $1.00 per share and options to purchase an
aggregate of 3,356,511  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
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.




                                       21
<PAGE>


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

The following  table sets forth  certain  information  regarding the  beneficial
ownership of outstanding shares of the Company's common stock as of December 31,
2007 on a fully  diluted  basis,  by (a) each person known by the Company to own
beneficially  5% or more of the  outstanding  shares  of common  stock,  (b) the
Company's directors,  Chief Executive Officer and executive officers whose total
compensation  exceeded  $100,000 for the last fiscal year, and (c) all directors
and executive officers of the Company as a group.

<TABLE>
<CAPTION>

        Title of Class              Name and Address of         Amount and Nature of          Percent of Class(2)
                                     Beneficial Owner             Beneficial Owner
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
                                John McKowen(2)
                                President & Director
                                 2000 South Colorado
        Common shares           Blvd,, Suite 200
                                Denver, CO 80222                      3,032,129                     19.57%


        Common shares           Robert Grizzle(3)                      872,362                       5.63%
                                2000 South Colorado
                                Blvd,, Suite 200
                                Denver, CO  80222

        Common shares           Howard Farkas(4)                      1,323,200                      7.90%
                                2000 South Colorado
                                Blvd,, Suite 200
                                Denver, CO  80222

                                                             ---------------------------- ----------------------------
All  Directors  and  Executive
Officers   as   a   Group   (2
persons)                                                              4,255,329                     27.47%
</TABLE>


   (1)    Based upon 8,993,445 shares of common stock issued and outstanding and
          assuming the exercise of warrants  exercisable for 2,815,000 shares of
          common stock and options  exercisable  for 3,681,511  shares of common
          stock  at  December   31,   2007.   Fully   diluted   there  would  be
          15,489,956 shares of common stock issued and outstanding.
   (2)    Mr. McKowen holds, directly,  1,551,181 shares of the Company's common
          stock.  He holds  options  exercisable  for  1,480,948  shares  of the
          Company's common stock.
   (3)    Mr. Grizzle holds,  directly,  220,000 shares of the Company's  common
          stock.  He  holds  options  exercisable  for  652,362  shares  of  the
          Company's  common stock.  Mr. Grizzle  resigned as the Chief Financial
          Office and Chief  Operating  Officer of the Company in September 2007.
   (4)    Mr. Farkas holds,  directly and beneficially,  200,000 shares with his
          wife of the Company's  common stock. He holds options  exercisable for
          1,023,200 shares of the Company's common stock.




                                       22
<PAGE>

ITEM  12.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDEPENDENCE

 Intercompany Transactions

Starting  in July  2007,  NFS  began  lending  money  to  Northsight  to  enable
Northsight  to make short  term,  mortgage  backed  loans to  borrowers  who are
purchasing  deeply  discounted or foreclosed  residential real estate in Arizona
and Colorado. As of December 31, 2007, NFS had lent Northsight  $5,826,473.  The
loans to  Northsight  yield 12% and are  callable on demand by NFS. The loans to
Northsight  are  secured by a first  security  interest in  Northsight's  equity
interest  in its  warehouse  lines of  credit  and first  deeds of trust.  As of
December  31,  2007,  Northsight  had  $2,203,731  in short  term  bridge  loans
outstanding.

Officer and Directors Transactions

During the year ended  December 31,  2007,  the Company  paid Mr.  McKowen,  the
President of the Company,  a bonus of  $100,000.  This bonus was offset  against
advances owed to the Company in  connection  with travel  expenses.  At the year
ended  December 31, 2007,  the Company  advanced  funds  totaling  $5,374 to Mr.
McKowen.

During the year ended  December 31, 2007,  the Company  moved its offices to the
home of its President and Director,  John McKowen.  The Company  reimburses  Mr.
McKowen  at the rate of  $3,500  per month  for the use of  approximately  1,500
square feet in his home.  During the year ended  December 31, 2007,  the Company
reimbursed Mr. McKowen, $21,000 in rent.

On December 13, 2005,  NFS sold its interest in AegisUSA.  The terms of the sale
provided for a $100,000  cash payment to NFS at and a  $528,645.42  note due and
payable to NFS on December  31, 2006.  The note carried an 8% interest  rate and
was secured by 2,000,000 common shares and 3,000,000  preferred shares of Aegis.
In addition,  the note carried a price escalation of  approximately  $33,334 per
month for each month that the note remained unpaid after January 31, 2006, until
such time that a cumulative  escalation of $400,000 is reached.  At December 31,
2006 no payments due under the note had been made.  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.  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,  NFS  signed  a
Settlement  Agreement with Mr. Armijo and Mr.  Grizzle and received  $300,000 in
cash from Mr.  Ralph Armijo and the transfer of 68,862 share of NFS common stock
and  surrender  of 100,000  options to purchase NFS common stock at $0.28 of the
Company as payment in full for his  obligation  under the terms of the  original
note. At the same time the Company  re-negotiated the terms of the original note
with Mr.  Grizzle's,  the former Chief  Financial  Officer,  whereby Mr. Grizzle
executed a note  payable to the Company for  $450,000.  The  re-negotiated  note
carries 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.  Further the note provides that the note shall be
repaid at 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.
Under the terms of the  Settlement  Agreement  dated May 17, 2007,  Mr.  Grizzle
resigned as the Chief Operating  Officer and the Chief Financial  Officer of the
Company, effective September 30, 2007.

                                     PART IV

ITEM 13.  EXHIBITS

The following is a complete  list of exhibits  filed as part of this Form 10KSB.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-B.

   No.                                Description

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)

                                       23

<PAGE>

3.3            Bylaws of Navidec Capital, Inc. (1)

4.1            Form of  Specimen  Certificate  for  Shares  of  Common  Stock of
               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

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)

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 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,   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*

32.1           Certification of Chief Executive  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.


                                       24
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

We incurred  $27,100 audit fees with our auditor,  Jasper + Hall, PC, during the
year ended  December  31,  2007  ($20,000  during the fiscal year ended 2006) in
respect of the audit for the fiscal  years  ended  December  31,  2007 and 2006.
These fees were paid by our majority shareholder on our behalf.

Tax Fees

We did not incur any tax fees with our current  auditor,  Jasper + Hall,  PC, in
the years ended December 31, 2007 and 2006.

All Other Fees

We incurred no other fees with our auditor.

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision  of  non-audit  services  would be  compatible  with  maintaining  the
auditor's independence.




                                       25
<PAGE>

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

             Report of Independent Registered Public Accounting Firm


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


We have audited the accompanying consolidated balance sheet of Navidec Financial
Services,  Inc. as of December 31, 2007 and 2006,  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  financial
statements based on our audit.


We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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 audit provides 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, 2007 and 2006,  and the related  statements  of
operations,  stockholders'  equity  and cash flows for the year then  ended,  in
conformity with accounting principles generally accepted in the United States.


/s/ Jaspers + Hall, PC
Jaspers + Hall, PC
Denver, Colorado
April 14, 2008



                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                       NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                  Consolidated Balance Sheets
                                         (In Thousands)


                                                                                       December 31,       December 31,
                                                                                           2007               2006
                                                                                        (Audited)          (Audited)
                                                                                     -----------------   ---------------
<S>                                                                                  <C>                 <C>

ASSETS:
  Current Assets:
     Cash and cash equivalents                                                                $ 1,424             $ 179
     Marketable securities                                                                          -                 3
     Accounts receivable, net                                                                       -                50
     S/T Mortgages receivable                                                                   2,204                 -
     S/T Note receivable - Jaguar Group LLC                                                     1,100                 -
     Accrued interest and advances receivable                                                      46                 -
     Advances receivable - related party                                                            5
     Prepaid expenses                                                                               -                42
                                                                                     -----------------   ---------------
     Total Current Assets                                                                       4,779               274
                                                                                     -----------------   ---------------

  Property, equipment and software, net                                                            39                25

  Other Assets
     Notes receivable - (Note 4) - Aegis/Grizzle                                                  450               900
     Investments BPZ Energy - (Note 4A)                                                         3,354               568
     Investments - (Note 4A)                                                                    1,639             5,019
     Other assets                                                                                  15                75
     Goodwill                                                                                       -               190
                                                                                     -----------------   ---------------
       Total Other Assets                                                                       5,458             6,752
                                                                                     -----------------   ---------------

TOTAL ASSETS                                                                             $     10,276           $ 7,051
                                                                                     =================   ===============


LIABILITIES & STOCKHOLDERS' EQUITY:
  Current Liabilities:
      Accounts payable                                                                          $  15              $ 77
      Short term borrowings                                                                       285                 -
      Accrued taxes and liabilities                                                               102                 -
                                                                                     -----------------   ---------------
        Total Current Liabilities                                                                 402                77
                                                                                     -----------------   ---------------

  MINORITY INTEREST                                                                                 -                43

  COMMITMENTS & CONTINGENCIES (Note 5)

  Stockholders Equity:
    Common stock, $0.001 par value, 100,000,000 shares                                              9                 8
        authorized, 8,993,583 and 7,950,047 shares issued and outstanding,
        December 31, 2007 and December 31, 2006, respectively
    Additional paid-in capital                                                                  7,552             9,413
    Treasury stock                                                                               (150)                -
    Unrealized gain on securities                                                               2,149             1,483
    Accumulated earnings  (deficit)                                                               314            (3,973)
                                                                                     -----------------   ---------------
        Total Stockholders' Equity                                                              9,874             6,931
                                                                                     -----------------   ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                 $     10,276           $ 7,051
                                                                                     =================   ===============


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

                                      F-2


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                         NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                     Statement of Operations
                                         (In Thousands)


                                                                                          For the Year Ended
                                                                                             December 31,
                                                                                      2007                     2006
                                                                              ---------------------    ---------------------
<S>                                                                           <C>                      <C>

Revenue                                                                               $        689                  $ 1,508
    Cost of Sales                                                                                -                        -
                                                                              ---------------------    ---------------------
Gross Profit                                                                                   689                    1,508
                                                                              ---------------------    ---------------------

Operating Expenses:
    General and administrative                                                               1,630                    2,437
    Impairment, depreciation and amortization                                                    4                       62
                                                                              ---------------------    ---------------------
        Total operating expenses                                                             1,634                    2,499

Loss from operations                                                                          (945)                    (991)
                                                                              ---------------------    ---------------------

Other income (expense)
   Gain on sale of investments                                                               5,212                       67
   Gain on sale of Aegis USA                                                                     -                      400
   Gain on settlement of debt                                                                   50                       27
   Interest income                                                                             202                       44
   Interest (expense)                                                                           (2)                      (1)
                                                                              ---------------------    ---------------------

   Total other income                                                                        5,462                      536
                                                                              ---------------------    ---------------------

Net Income (Loss) before minority interest and income tax                                  $ 4,517                   $ (455)
                                                                              =====================    =====================

   Minority Interest
      Minority interest in consolidated subsidiary                                               -                       (9)
      Impairment loss on good will                                                            (127)                       -
                                                                              ---------------------    ---------------------
Net Income (Loss) before taxes                                                               4,390                     (464)

Income Taxes
  Provision for income tax                                                                    (103)                       -

Net Income (Loss)                                                                          $ 4,287                   $ (464)
                                                                              =====================    =====================

Earnings Per Share:
    Basic                                                                                   $ 0.48                  $ (0.06)
    Diluted                                                                                 $ 0.28                  $ (0.03)

Weighted Average Shares Outstanding:
   Basic                                                                                     8,925                    7,950
                                                                              =====================    =====================
   Diluted                                                                                  15,379                   16,097
                                                                              =====================    =====================


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

                                      F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


For the Years Ended December 31, 2007 and 2006
         (In thousands - except number of shares)

                                  Voting                                                             Accumulated      Stockholder
                               Common Stock                Additional    Unrealized                    Profit           Equity
                       ------------------------------       Paid-in                    Treasury
                          Shares          Amount            Capital        Gain          Stock       (Deficit)
                       --------------   ------------    -------------- -------------   --------   ----------------  --------------
<S>                    <C>              <C>             <C>            <C>             <C>        <C>               <C>

Balances,
   Dec 31, 2004            6,378,048            $ 6            $ 5,911        $ 375    $   -             $ (2,132)        $ 4,160
                       --------------   ------------    -------------- -------------   --------   ----------------  --------------

BPZ legacy options
  exercised                                                        963                                                        963
Options exercised            250,000              1                 13                                                         14
Common stock sold
  in private
  placement                1,322,000              1              1,323                                                      1,324
Additional paid-in
  capital from
  reorganization                                                 1,203                                                      1,203
Net loss                                                                                                   (1,377)         (1,377)
Comprehensive Income
     Gain on market-
     able securities                                                            450                                           450
Total Comprehensive
     gain/(loss)
                       --------------   ------------    -------------- -------------   --------   ----------------  --------------
Balances, Dec 31,
   2005                    7,950,048              8              9,413          825        -               (3,509)          6,737

Net loss                                                                                                     (464)           (464)
Comprehensive Income
    Gain on market-
    able securities                                                             658                                           658
Total Comprehensive
    gain/(loss)
                       --------------   ------------    -------------- -------------   --------   ----------------  --------------
Balances, Dec 31,
    2006                   7,950,048              8              9,413        1,483        -               (3,973)          6,931

Net income                                                                                                  4,287           4,287
  Options exercised        1,000,000              1                 49                                                         50
  Correct BPZ trans-
    action                    33,397                                 2                                                          2
  Correct private
    placement                 10,000
Remove BPZ warrants                                             (1,888)                                                    (1,912)
Northsight LLC to Inc.                                             190
Treasury Stock -
   Armijo settlement         (68,862)                                                     (150)                              (150)
Comprehensive other
   income
   Gain on marketable
     securities                                                                 666                                           816
                       --------------   ------------    -------------- -------------   --------   ----------------  --------------
Balances, Dec 31,
   2007                    8,924,583            $ 9            $ 7,552      $ 2,299    $  (150)               314        $ 10,024
                       ==============   ============    ============== =============   ========   ================  ==============


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


                                      F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                        NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                              Consolidated Statement of Cash Flows
                                         (In Thousands)
                                            Audited

                                                                                                       For the Years Ended
                                                                                                            December 31,
                                                                                                     2007                2006
                                                                                               -----------------    ----------------
<S>                                                                                            <C>                  <C>
Cash Flows from Operating Activities:

     Net Income (Loss)                                                                              $ 4,414             $  (464)
     Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation expense                                                                              4                  62
        Provision for bad debt on note receivable                                                         -                 (98)
        Gain on sale investments                                                                        (21)               (534)
        Marketable securities                                                                             3                   -
        Gain on settlement of debt                                                                        -                 (27)
        Minority interest                                                                               (43)                  9
    Changes in operating assets and liabilities:
          Accounts receivable                                                                            50                  (6)
          Prepaid expenses and other assets                                                              42                  42
          Short term loans receivable                                                                (3,304)
          Accrued interest and advances                                                                 (51)
          Accounts payable                                                                              (62)                172
          Accrued liabilities and other                                                                 387                  89
                                                                                               -----------------    ----------------

Net Cash (Used In)/Provided By Operating Activities                                                   1,418                (755)
                                                                                               -----------------    ----------------

Cash Flows from Investing Activities:
     Investments (increased)/decreased
        Boston real estate                                                                           (1,240)                  -
        Other real estate                                                                              (359)
        Northsight, Inc. purchase of interest                                                          (190)                  -
        Marketable securities                                                                        (2,785)                  -
        BPZ warrants/goodwill                                                                         5,018                   -
     Notes receivable                                                                                   450                (346)
     Increase in fixed assets                                                                           (14)                  -
     Other assets                                                                                        60                   -
     Proceeds from sale of equity investments                                                            17                 893
                                                                                               -----------------    ----------------

Net Cash (Used By) Investing Activities                                                                (957)                547
                                                                                               -----------------    ----------------

Cash Flows from Financing Activities:
     Payments on notes payable and capital lease obligations                                              -                (300)
     Option exercise proceeds                                                                             -                 288
     Net increase/(decrease) in Additional Paid in Capital                                           (1,797)                  -
     Increase in Common Stock                                                                             1                   -
     Unrealized gain/(loss) on securities                                                               666                   -
                                                                                               -----------------    ----------------

Net Cash Used By Financing Activities                                                                (1,130)                (12)
                                                                                               -----------------    ----------------

Net Increase (Decrease) in Cash & Cash Equivalents                                                    1,245                (219)

Beginning Cash & Cash Equivalents                                                                       179                 398
                                                                                               -----------------    ----------------

Ending Cash & Cash Equivalents                                                                      $ 1,424              $  179
                                                                                               =================    ================


Supplemental Disclosure of Cash Flow Information
     Cash paid for Interest                                                                           $   2                 $ -
                                                                                               =================    ================
     Cash paid for Income Taxes                                                                       $   -                 $ -
                                                                                               =================    ================


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

                                      F-5

</TABLE>

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006

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
PNFS. 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.

The Company's  primary focus is developing  its  subsidiary,  Northsight,  Inc.,
which provides  mortgage  lending from a retail segment and a segment focused on
providing interim funding for purchasers of foreclosed and auctioned properties.
In 2007 annual revenues for the mortgage  services  division were  approximately
$689,000. In 2006, the revenues were approximately  $1,508,000.  During the year
ended  December  31,  2007,  we  incurred  an  operating  loss of  approximately
$945,000.  The Company  exercised  options to purchase  shares of BPZ Energy and
then sold the shares in the open market.  This activity  produced a onetime gain
of approximately $5,212,000. Other income contributed an additional $250,000.

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.  Northsight  began
operations  during  2007.  Northsight  began  focusing on the market  segment of
providing  short-term  funding for credit worthy buyers to purchase  repossessed
residential properties, in July 2007.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying  consolidated  financial statements include the accounts of NFS
and  its  subsidiary,  Northsight,  Inc., formerly  known  as  Navidec  Mortgage
Holdings, Inc. All significant inter-company balances and transactions have been
eliminated in consolidation.  NFS owns 98% of Northsight and the former minority
member or Northsight Mortgage Group, LLC owns 2% of Northsight, 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.

                                      F-6

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006

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.

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,
2007.

No sales to  unaffiliated  customers  represented  10% or more of the  Company's
revenue for the year ended December 31, 2007.

INVESTMENTS

Investments  in  publicly  traded  equity  securities  over  which  NFS does not
exercise  significant  influence are recorded at market value in accordance with
Financial   Accounting  Statement  ("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 year
ended December 31, 2007 was approximately $666,000.

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.

                                      F-7

<PAGE>


                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006


REVENUE RECOGNITION

Mortgage Revenues

The Company  primarily  makes its  operating  revenue  through  its  subsidiary,
Northsight,  Inc.,  by  charging  origination  fees from  borrowers  and earning
interest and penalty fees on outstanding  loan balances.  Northsight  recognizes
fee and interest income on bridge,  asset and  conventional  mortage loans after
mortgage  loan  transactions  close.  Northsight  accrues  interest  and penalty
interest income at the end of each quarter.

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.

In the year ended  December  31,  2007,  the  Company  had  deferred  income tax
liabilities of approximately  $103,000 related primarily to profits generated on
the sale of  stock  assets.  This  amount  is the net  result  after  an  offset
of approximately $4,113,000 in loss carryforwards.

ACCRUALS

The Company follows the practice of paying all bills when received and therefore
has not accrued any expenses.

Prepaid expenses of approximately $42,000 at December 31, 2006 are prepaid legal
fees, which were expensed during the year ended December 31, 2007.

STOCK BASED COMPENSATION

Beginning  January 1, 2006,  the Company  adopted the provisions of and accounts
for   stock-based   compensation  in  accordance  with  Statement  of  Financial
Accounting  Standards  (SFAS) No. 123 - revised  2004 (SFAS  123R),  Share-Based
Payment,  which  replaced SFAS No. 123 (SFAS 123),  Accounting  for  Stock-based
Compensation,  and supersedes APB Opinion No. 25 (APB 25),  Accounting for Stock
Issued  to  Employees.  Under  the fair  value  recognition  provisions  of this

                                      F-8

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006

statement,  stock-based compensation cost is measured at the grant date based on
the fair value of the award and is  recognized  as  expense  on a  straight-line
basis over the requisite service period,  which generally is the vesting period.
The Company elected the  modified-prospective  method, under which prior periods
are not revised for comparative purposes.  The valuation provisions of SFAS 123R
apply to new grants and to grants that were outstanding as of the effective date
and are subsequently modified. All options granted prior to the adoption of SFAS
123R and outstanding  during the periods presented were fully-vested at the date
of adoption.

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.

Potentially  dilutive  securities  consisting of 6,496,511  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.  During the year ended December 31, 2007, net income was  approximately
$4,414,000  and the unrealized  gain from BPZ stock was $666,000.  The Company's
total  comprehensive gain for the year ended December 31, 2007 was approximately
$666,000.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In  June  2006,  the  Financial   Accounting  Standards  Board  ("FASB')  issued
Interpretation  ("FIN") No. 48,  "Accounting for Uncertainty in Income Taxes--an
interpretation  of FASB  Statement  No. 109." This  Interpretation  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, and provides guidance on derecognition, classification, interest and
penalties,  accounting in interim  periods,  disclosure,  and  transition.  This
Interpretation  is effective for fiscal years beginning after December 15, 2006.
We believe  that FIN No. 48 should not have a material  impact on our  financial
position or results of operations.

In September 2006, the FASB issued  Statement of Financial  Accounting  Standard
("SFAS")  No. 157,  "Fair Value  Measurements"  ("SFAS No.  157").  SFAS No. 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted accounting principles ("GAAP"), and expands disclosures about
fair  value   measurements.   This  statement  applies  under  other  accounting
pronouncements  that require or permit fair value measurement where the FASB has
previously  determined  that  under  those  pronouncements  fair  value  is  the
appropriate  measurement.  This  statement  does not  require any new fair value
measurements  but  may  require  companies  to  change  current  practice.  This
statement is effective for those fiscal years  beginning after November 15, 2007
and to the interim  periods within those fiscal years.  We believe that SFAS No.
157 should not have a material  impact on our  financial  position or results of
operations.

                                      F-9

<PAGE>



                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006


In September 2006, FASB issued SFAS No. 158, "Employers'  Accounting for Defined
Benefit Pension and Other  Postretirement  Plans" ("SFAS No. 158"). SFAS No. 158
requires  employers to  recognize  the  overfunded  or  underfunded  status of a
defined benefit postretirement plan as an asset or liability in its statement of
financial position, recognize changes in that funded status in the year in which
the changes occur through  comprehensive  income and measure a plan's assets and
its obligations that determine its funded status as of the end of the employer's
fiscal  year.  The  provisions  of SFAS No. 158 are  effective  for fiscal years
ending after  December 15, 2006.  We believe that SFAS No. 158 should not have a
material impact on our financial position or results of operations.

In  September  2006,  the  SEC  issued  Staff   Accounting   Bulletin  No.  108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in  Current  Year  Financial  Statements"  ("SAB  108").  SAB 108
requires  companies to evaluate the materiality of identified  unadjusted errors
on each financial  statements and related financial  statement  disclosure using
both the rollover  approach and the iron curtain  approach.  The requirements of
SAB 108 are effective for annual financial  statements covering the first fiscal
year ending after November 15, 2006.  SFAS No. 158 has not had a material impact
on our financial position or results of operations.

In July 2006,  the FASB  issued  FASB  Interpretation  No. 48,  "Accounting  for
Uncertainty in Income Taxes, an  interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 prescribes the minimum  accounting and disclosure  requirements  of
uncertain tax positions.  FIN 48 also provides  guidance on the  de-recognition,
measurement, classification, interest and penalties, and transition of uncertain
tax positions. FIN 48 is effective for fiscal periods beginning after

December 15, 2006.  We believe that FIN 48 should not have a material  impact on
our financial position or results of operations

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations

 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required

                                      F-10

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006

to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

NOTE 3 - INVESTMENT IN BPZ

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 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.

At December 31, 2007,  the closing  market price per share was $11.18 per share.
The  Company's  "investments  in BPZ" is valued at  approximately  $3,354,000 on
December 31, 2007 ($5,587,000 on December 31, 2006).

                                      F-11

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006


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.  During  the year  ended  December  31,  2007,
approximately  $100,000 was credited to NFS equity accounts from the exercise of
such options.

NOTE 4 - NOTES RECEIVABLE

During the year ended December 31, 2007, we entered a transaction  with a former
officer of the Company, Mr. Robert Grizzle. In exchange for Mr. Grizzle's shares
in the  Company,  on May 3,  2007,  Mr.  Grizzle  executed  a note  payable  for
$450,000.  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.  The note is a limited  recourse
note whereby Mr.  Grizzle is  personally  responsible  for one half the original
principal  and  interest.  The balance  owed is secured by Mr.  Grizzle's  Aegis
common and  preferred  shares and the Company's  common stock.  Further the note
provides  that at 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. On
September 30, 2007, Mr. Grizzle resigned as the Chief Operating  Officer and the
Chief Financial Officer of the Company.

In July 2007, Northsight, Inc. (formerly Navidec Mortgage Holdings, Inc.), a 98%
owned subsidiary of the Company,  began making short term loans to purchasers of
residential  properties  who  purchase  their  property  as part of or after the
repossession in a foreclosure  proceeding.  As of December 31, 2007, the Company
had 14 bridge loans for a total of  $2,203,731  outstanding.  The loans are made
primarily to good credit  borrowers  and are secured by a first  mortgage on the
purchased  properties.  The average number of days outstanding for the loans was
less than 90 days,  and the primary  takeout on the loan is long term  financing
through secondary sources such as the Federal National Mortgage Association.

On December 13, 2007,  Northsight,  Inc.  (formerly  Navidec Mortgage  Holdings,
Inc.)  entered  into a loan  agreement  with  Welend  Associated  Group,  LLC, a
Colorado  limited  liability  company that is wholly owned by Jaguar Group,  LLC
("Jaquar") a Colorado limited liability  company.  Both Welend Associated Group,
LLC and Jaguar have joint and severable  liability in the amount of  $1,100,000.
The note carries an interest rate of 0% and matures on May 11, 2008. In exchange
for making Jaguar Group,  LLC. the  $1,100,000  loan, NFS received a $10,000,000
line, at cost, to make bridge loans.  Security for the note is a first  security
interest in the debtor's warehouse line of credit with Colorado State Bank.

The note  carries an interest  rate of 0% and has a maturity  date of six months
from the date of the note. Security for the note is a first security interest in
the debtor's warehouse line of credit with Colorado State Bank. In consideration
for loaning  Jaguar  $1,100,000,  Northsight  was extended a $10,000,000  credit
line, at Jaguar's cost, with one of Jaguar's credit line providers.

NOTE -4A - INVESTMENTS

In November of 2007  Northsight,  Inc. (a 98% owned  subsidiary  of the Company)
entered  into a  purchase  agreement  to  acquire a 3 unit  property  in Boston,
Massachusetts.  The objective is to rehabilitate  the property and then sell it.
As of December 31, 2007,  Northsight  had invested a total of  $1,240,300 in the
property.

                                      F-12

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006


On December 20, 2007, the subsidiary,  Northsight,  Inc., repossessed a property
securing one of its short term loans due to non-payment. The property is located
in the  Denver  area,  and the  Company  decided  to  keep  the  property  as an
investment  rather  than  resell it. The  property  is  currently  under a lease
agreement to a tenant  through  February  2009 and earns $2,000 a month in gross
rental income.

The Company  holds 300,000  shares of BPZ Energy,  Inc. as of December 31, 2007.
Based on trades executed on December 31, 2007,  these shares have a market value
of  $3,354,000.   Management  believes  that  this  valuation  is  accurate  and
consistent with prior valuations.

NOTE 5 - CAPITAL LEASES OBLIGATIONS

NFS acquired no property under capital lease arrangements during the years ended
December 31, 2007 or 2006.

NOTE 5A - SHORT TERM BORROWINGS

During the year ended December 31, 2007, the Company's  subsidiary,  Northsight,
Inc.,  arranged  for a bank  line  of  credit.  As of the end of the  year,  the
subsidiary had drawn a total of  approximately  $285,000 against a total line of
$3,000,000.

NOTE 6 - SUBSIDIARIES

The accompanying  consolidated  financial statements include the accounts of NFS
and its subsidiary, Northsight, Inc. (formerly called Navidec Mortgage Holdings,
Inc). and its subsidiary  Northsight  Mortgage Group, LLC. of Phoenix,  Arizona.
All significant  inter-company balances and transactions have been eliminated in
consolidation.

We are  currently  operating in the mortgage  services  sector.  During the year
ended December 31, 2007, annual revenues for the mortgage services business were
approximately  $689,000.  During  the year ended  December  31,  2006,  mortgage
services generated approximately  $1,508,000 in revenues.  During the year ended
December 31, 2007, we incurred a loss from  operations  of $945,000.  During the
year  ended   December  31,  2006,  we  incurred  a  loss  from   operations  of
approximately $991,000.

Northsight  is focused on the  Arizona  and  Colorado  mortgage  markets  and is
primarily engaged in the business of marketing.  and brokering mortgages secured
by real estate with an emphasis on  providing  credit  worthy  individuals  with
interim  financing  for the purchase of  repossessed  or  auctioned  residential
properties.

NOTE 7 - EQUITY TRANSACTIONS

COMMON STOCK

During the year ended  December 31, 2007,  the Company  issued  1,000,000 of its
common stock pursuant to the exercise of employee stock options  exercisable for
1,000,000 shares.

During the period  ended March 31, 2007,  the Company,  pursuant to the terms of
the merger with BPZ in September 2004,  issued 33,397 shares of its common stock
to CEDE & CO. The shares were  issued,  as the result of a  reconciliation  with
Depository Trust Company, where the Company found that that it had issued 33,397
fewer  shares  to CEDE & CO than it was  required  to under  the terms of merger
agreement with BPZ.

In October  2007,  the Company  issued 10,000 shares of common stock that it had
failed to issue to an investor in the Company's 2003 private placement.

During the year ended December 31, 2007, Mr.  Armijo,  a former  director of the
Company, returned 68,862 shares of the Company's common stock in connection with
the Note relating to the sale of the Aegis Business  Group,  Inc.,  which was in
default.  (See  Note 4.)  Concurrent  with the  return  of the  shares,  he also
surrendered  100,000  options which were  cancelled.  These shares have not been
cancelled with the transfer agent and are therefore  accounted as treasury stock
with an assigned value of $150,000, which was the value of the loan.

STOCK OPTIONS

During the year ended December 31, 2007, the Company issued  1,000,000 shares of
its common  stock  pursuant to the  exercise of vested  employee  stock  options
exercisable for 1,000,000 shares.



                                      F-13

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006

NOTE 7 - EQUITY TRANSACTIONS CONTINUED

During the year ended  December  31, 2007,  the Company,  pursuant to a business
consulting agreement, issued an option for 400,000 shares with an exercise price
of $1.25 and a term of 5 years.  The  option  vests  200,000  shares  when or if
1,332,500  shares of the Company's A warrants are  exercised and 200,000  shares
when or if  1,332,300  shares of the  shares of the  Company's  B  warrants  are
exercised.  The consulting agreement also has a flat fee of $5,000 per month for
six months starting December 2007.

During the year ended December 31, 2007, options  exercisable for 650,000 shares
expired and/or were cancelled.

During the year ended  December 31, 2006,  an aggregate of 2,956,510  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 were exercised during the year ended December 31, 2006.

A summary of the option plan is as follows:

<TABLE>
<CAPTION>

                                                           2007                                     2006
                                         -------------------------------------------  -------------------------------
                                                              Weighted Average                       Weighted Average
                                             Shares            Exercise Price         Shares          Exercise Price
<S>                                      <C>                             <C>        <C>               <C>

Outstanding, Beginning of Year               5,331,510                   $    1.61    2,375,000            $  1.82
  Granted                                      400,000                        1.25    2,956,510               1.25
  Cancelled                                          -                           -            -                  -
  Expired                                  (   650,000)                       1.00            -                  -
  Exercised                                 (1,000,000)                       0.15                               -
                                         --------------                       ----  -----------        -----------
Outstanding, End of Year                     3,681,510                   $    0.86    5,331,510       $       1.61
                                             =========                   =========    =========        ===========
Options Exercisable at End of Year           3,281,510                   $    0.46    5,331,510       $       1.61
                                             =========                   =========   ==========        ===========
</TABLE>

The following table summarizes information about stock options outstanding as of
December 31, 2007:


<TABLE>
<CAPTION>

                                         Options Outstanding                                 Options Exercisable
                     -----------------------------------------------------------     -------------------------------------
                                       Weighted Average
                      Number of     Remaining Contractual      Weighted Average        Number of         Weighted Average
  Exercise Prices      Options           Life (years)           Exercise Price          Options           Exercise Price

<S>                    <C>          <C>                        <C>                   <C>                 <C>

$   0.05                 300,000              6.75                $   0.05               300,000            $    0.05
    1.00                  25,000              0.42                    1.00                25,000                 1.00
    1.25               3,356,510             12.87                    1.25             2,956,510                 1.25
                       ---------             -----                  ------           -----------           ----------
                       3,681,510                                 $    0.86             3,281,510            $    0.86
                       =========                                  ========             =========             ========
</TABLE>

                                      F-14

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006

NOTE 7 - EQUITY TRANSACTIONS CONTINUED

WARRANTS

At December  31,  2007,  the  following  warrants to purchase  common stock were
outstanding:

         Number of common
    shares covered by warrants     Exercise Price       Expiration Date

            1,332,500                 $ 4.00              August 2010
            1,332,500                   2.00              August 2010
              150,000                   1.00               July 2010
          -----------
            2,815,000

     During the years  ended  December  31,  2007 and 2006,  the Company did not
     issue any warrants.

     Further,  no warrants were  exercised  during the years ended  December 31,
     2007 and 2006.


NOTE 8 - 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 was $150,000 and his salary is to be reviewed
not less than monthly.  On January 8 2008, the CEO's annual salary was increased
to $250,000.  The  agreement  also  provides  that the CEO may be paid an annual
bonus at the discretion of the NFS board of directors.  In January 2008, the CEO
was paid $100,000 as a bonus for his 2007 performance.

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.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

Corporate Offices

In February  2008,  the Company  along with its  subsidiary,  Northsight, opened
offices at 2000 S. Colorado Blvd, Suite 2000,  Denver,  Colorado.  The lease for
this  office  is  approximately  $4,601  per  month.  The  lease  has a term  of
approximately 3 years.

                                      F-15

<PAGE>

                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006


NOTE 9 - COMMITMENTS AND CONTINGENCIES CONTINUED

The Company maintains an office at the home of the President,  John McKowen. The
Company  reimburses  Mr.  McKowen at the rate of $3,500 per month for the use of
the facilities.

During the period of January 1, 2007 through June 30, 2007,  the Company  leased
office facilities at 8310 South Valley Highway, 3rd Floor,  Englewood,  Colorado
80112, which expired in June 2007. The Company paid $4,500 per month for the use
of this office and related facilities.

Northsight Offices

Northsight  Mortgage  Group has a lease for office space at 8520 E. Shea,  #111,
Scottsdale,  Arizona  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, 2007.

NOTE 10 - SEGMENT REPORTING

During the years ended December 31, 2007 and 2006, the Company had operations in
two segments,  business development and mortgage services. During the year ended
December 31, 2006, the Company only  recognized  revenues from the activities of
its subsidiary,  Northsight,  Inc., in the mortgage service segment.  During the
year ended  December 31, 2007,  Northsight  made three  construction  draw loans
totaling $381,669 of which only 72,941 had been advanced to the borrowers.

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

                                        For the year ended December 31, 2007
                                             -----------------------------------
                                              Development        Mortgage
                                             -----------------------------------
Revenue from customers                        $    --           $ 689

Profit (Loss) from operations                      --            (945)

Identifiable assets                             4,134           6,482



                                   For the year ended December 31, 2006
                                    --------------------------------------------
                                           Development        Mortgage
                                    --------------------------------------------

Revenue from customers              $       --               $ 1,508

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

Identifiable assets                      6,323                   245

(a)      See Note 11


                                      F-16

<PAGE>



                 NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2007 and 2006


NOTE 11.   SUBSEQUENT EVENT -

Jaguar Group Investments, LLC

In February  2008,  our  subsidiary,  Northsight, entered  into a joint  venture
agreement with Jaguar Group, LLC.  Northsight  purchased a 50% equity and voting
interest in Jaguar  Investment  Group, LLC ("Jaguar  Investment  Group") and the
remaining 50% is owned by Jaguar Group,  LLC. Each equity interest was purchased
for $4 million  dollars,  to be in the form of cash, real estate equity,  and/or
any form of consideration agreed by both members.

The joint venture is to provide wholesale financing of loan products to the real
estate mortgage industry.
















                                      F-17

<PAGE>

                                   SIGNATURES

In accordance with the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                              NAVIDEC FINANCIAL
                                                         SERVICES, INC.




Date:  April 28, 2008                         By:   /s/ JOHN R.MCKOWEN
                                                   -------------------
                                                   John R. McKowen
                                                   President & Chief Accounting
                                                              Officer


In accordance  with the  Securities  Exchange Act of 1924,  this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities and on the dates indicated.



Date:  April 28, 2008                         By:   /s/ JOHN R. MCKOWEN
                                                   -------------------
                                                   John R. McKowen
                                                   President & Director



Date:  April 28, 2008                         By:  /s/ HOWARD L. FARKAS
                                                   -------------------
                                                   Howard L. Farkas,
                                                   Director



                                       26