U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A


[x] Quarterly Report pursuant to Section 13 or 15(d) of the Securities  Exchange
    Act of 1934 for the period ended September 30, 2006.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from                to
                              ---------------    --------------


                       Commissions file number 000-51139


                        NAVIDEC FINANCIAL SERVICES, INC.
   ---------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

     COLORADO                                         13-4228144
     --------                                         ----------
     (State or other                                  (IRS Employer
     jurisdiction of                                  Identification No.)
     Incorporation)



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

                   Registrant's telephone number: 303-222-1000

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                            Yes           No   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
                                 ------       -----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 7,950,048 shares of common stock were
outstanding at November 14, 2006.

Transitional Small Business Disclosure Format (Check One):

                            Yes            No   X
                                 ------       -----



<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDARIES

                                      INDEX
<TABLE>
<CAPTION>

                                                                                  Page Number
                                                                                  -----------

PART I. FINANCIAL INFORMATION

<S>      <C>                                                                            <C>
Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of September 30,                      2
         2006 and December 31, 2005

         Condensed Consolidated Statements of Operations for the                        3
         Three Months and Nine Months ended September 30, 2006 and 2005

         Condensed Consolidated Statements of Cash Flows for the                        4
         Nine Months ended September 30, 2006 and 2005

         Notes to Financial Statements                                                  5


Item 2.  Management's Discussion and Analysis of Financial                              13
         Condition and Results of Operations

Item 3.  Controls and Procedures                                                        18


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                              18

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                    18

Item 3.  Defaults upon Senior Securities                                                19

Item 4.  Submission of Matters to a Vote of Security Holders                            19

Item 5.  Other Information                                                              19

Item 6.  Exhibits and Reports on Form 8-K                                               19

Signatures                                                                              19
</TABLE>




                                       1



<PAGE>



ITEM 1.     FINANCIAL STATEMENTS.


                        NAVIDEC FINANCIAL SERVICES, INC.
                           CONSOLIDATED BALANCE SHEET
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                          September 30, 2006  December 31, 2005
                                                                              (Unaudited)         (Audited)
                                                                          ------------------  -----------------
ASSETS:

      CURRENT ASSETS:
<S>                                                                           <C>                 <C>
             Cash and cash equivalents                                        $       333         $       398
             Marketable securities                                                      3                   3
             Accounts receivable, net                                                  36                  56
             Prepaid expenses and other                                                54                  --
                                                                              ------------       ------------
               Total current assets                                                   425                 457
                                                                              ------------       ------------

      PROPERTY, EQUIPMENT, AND SOFTWARE, net                                           80                  89

      OTHER ASSETS:
             Notes receivable - Related Party                                         886                 554
             Investments in securities of BPZ Inc.                                  4,002               6,131
             Other assets                                                              11                   5
             Acquired goodwill                                                        190                 190
                                                                              ------------       ------------
                                                                                    5,089               6,880

TOTAL ASSETS                                                                  $     5,594         $     7,426
                                                                              ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
      CURRENT LIABILITIES:
             Accounts payable                                                 $       119         $       250
             Accrued liabilities                                                       --                  85
             Current borrowings and capital leases                                     --                 300
                                                                              ------------       ------------
               Total current liabilities                                              119                 635

      MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                                     64                  54

      STOCKHOLDERS' EQUITY
             Common stock, 100,000,000, $.001 par value, shares
             authorized, and voting 7,950,048 shares obligated outstanding              8                   8
             Warrants for common stock                                                 --                  --
             Deferred compensation                                                     --                  --
             Additional paid in capital                                             9,413               9,413
             Unrealized gain on marketable securities                                (102)                825
             Accumulated deficit                                                   (3,908)             (3,509)
                                                                              ------------       ------------

               Total stockholders' equity                                            5,413              6,737
                                                                              ------------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $      5,594        $     7,426
                                                                              ============       ============
</TABLE>



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

                                       2

<PAGE>



                        NAVIDEC FINANCIAL SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
  FOR THE THREE MONTHS AND NINE ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                      For the Three Months Ended     For the Nine Months Ended
                                                              September 30,                 September 30,
                                                          2006          2005             2006          2005
                                                      -----------   ------------      -----------   -----------
<S>                                                   <C>           <C>               <C>          <C>
REVENUE                                               $      329    $       781       $      971   $     1,123
COST OF REVENUE                                               16            210               --           237
                                                      -----------   ------------      -----------  ------------

GROSS PROFIT                                          $      314    $       571       $      971   $       886

OPERATING EXPENSES:
      General and administrative                             532          1,832            1,641         2,511
      Impairment, depreciation and amortization                2              6                8             9
                                                      -----------   ------------      -----------   -----------

          Total operating expenses                           534          1,837            1,649         2,520
                                                      -----------   ------------      -----------   -----------

LOSS FROM OPERATIONS                                        (220)        (1,266)            (679)       (1,634)

OTHER INCOME (EXPENSE):
      Gain on settlement of debt                              --             31               --            31
      Gain on sale of investments                             --             --               66            --
      Gain on sale of AegisUSA                               100             --              300            --
      Interest income (expense)                               11             --               21            --
      Other income (expense)                                  --             23               17             7
                                                      -----------   ------------      -----------   -----------

          Total other income (expense)                       111             54              403            38
                                                      -----------   ------------      -----------   -----------

NET INCOME (LOSS) FROM OPERATIONS                     $     (109)   $    (1,211)      $     (286)  $    (1,596)
                                                      ===========   ============      ===========   ===========

NET INCOME (LOSS) BEFORE MINORITY INTEREST                  (109)        (1,211)            (286)       (1,596)
      Minority interest in Consolidated subsidiary            (1)            --               --            --

NET INCOME (LOSS)                                     $     (110)   $    (1,211)      $     (286)  $    (1,596)
                                                      ===========   ============      ===========   ===========

EARNINGS PER SHARE:
      Basic                                           $    (0.01)   $     (0.18)      $    (0.04)  $     (0.24)
      Diluted                                         $    (0.01)   $     (0.18)      $    (0.04)  $     (0.24)

WEIGHTED AVERAGE SHARES OUTSTANDING:
      Basic                                                7,950          6,725            7,950         6,593
                                                      ===========   ============      ===========  ============

      Diluted                                              7,950          7,673            7,950         7,673
                                                      ===========   ============      ===========  ============
</TABLE>




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


                                       3

<PAGE>




                        NAVIDEC FINANCIAL SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
                                   (unaudited)
                                    ($ 000's)

<TABLE>
<CAPTION>

                                                                                     2006            2005
                                                                                   ------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                <C>           <C>
    Net Loss                                                                       $     (286)   $     (1,596)
    Adjustments to reconcile net loss to net cash
          Used in operating activities:
          Depreciation                                                                      9               9
          Loss (Gain) on sale of investments                                               (8)             --
          Minority interest                                                                10              (1)
    Changes in operating assets and liabilities:
          Accounts receivable                                                              20             125
          Prepaid expenses and other assets                                               (54)             (1)
          Accounts payable                                                               (131)            521
          Accrued liabilities                                                             (85)            (73)
          Notes receivable                                                               (332)             --
          Other                                                                            (6)             20
                                                                                   ------------  --------------
    Net cash used in operating activities:                                               (863)         (1,026)
                                                                                   ------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from sale of equity investments                                        808              --
          Other                                                                            --              --
          Cash acquired in business acquisition                                            --              58
          Cash used in business acquisition                                                --            (560)
                                                                                   ------------  --------------
    Net cash provided by investing activities                                             808            (502)
                                                                                   ------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Post-merger proceeds from exercise of BPZ options                               289             939
          Proceeds from exercise of options                                                --              13
          Payments on notes payable and capital lease obligations                        (300)             --
          Proceeds from private placement of common stock                                  --             817
                                                                                   ------------  --------------
 Net cash provided by financing activities                                                (11)          1,769
                                                                                   ------------  --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 (65)            241
CASH AND CASH EQUIVALENTS, beginning of period                                            398             380
                                                                                   ------------  --------------

CASH AND CASH EQUIVALENTS, end of period                                           $      333    $        621
                                                                                   ============  ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFO
          Cash paid for interest                                                           13              --
          Cash paid for taxes                                                              --              --

</TABLE>


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

                                       4
<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006


NOTE 1 - ORGANIZATION

Navidec  Financial  Services,  Inc.  ("NFS") is a Colorado  corporation that was
established  in December  2002 under the name  "Navidec  Capital,  Inc." and was
renamed  "Navidec  Financial  Services,   Inc."  in  October  2003.  NFS  was  a
wholly-owned  subsidiary of Old Navidec until it was spun-off as a dividend, pro
rata,  to the  shareholders  of Old  Navidec  pursuant to the terms of a revised
Merger  Agreement,  dated as of July 8, 2004,  between BPZ and Old Navidec  (the
"Merger Agreement").  The Merger Agreement provided, among other things, for the
transfer of all of the business  assets and  liabilities  of Old Navidec and its
subsidiaries  to NFS and  for the  spin-off  of NFS to the  shareholders  of Old
Navidec  pro rata as of  September  9,  2004,  the  record  date  for the  share
distribution.

The  separation  of NFS from Old Navidec and the  distribution  of Old Navidec's
historical business to NFS was a condition to the merger transaction between Old
Navidec and BPZ. In contemplating the merger transaction,  the Old Navidec board
of directors  determined that separating its historical business development and
mortgage services businesses from its new oil and gas exploration and production
business to be acquired  through the  acquisition  of BPZ and  distributing  the
common  stock of the  subsidiary  NFS pro rata to Old Navidec  shareholders  was
advisable to protect the economic interests of the existing Navidec shareholders
as of September 9, 2004.  Old  Navidec's  board of directors  believed  that the
separation  of NFS  from Old  Navidec  would  provide  both  companies  with the
opportunity to focus exclusively on their respective businesses and their unique
opportunities. In addition, the separation should enable each company to enhance
its strategic,  financial and  operational  flexibility,  and better  facilitate
future financings.

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


NFS SERVICES

NFS is in the business of  identifying  and  acquiring  substantial  controlling
interests in development  stage  companies with strong growth  potential.  NFS's
policy in this regard is to obtain at least 51% and preferably 80-90% or more of
any such company that we may acquire. Our goal is to significantly enhance their
growth potential by providing capital, consulting, personnel and other services,
both internally and through outside sources. After developing and operating such
acquired  companies NFS may elect to either sell them privately or publicly,  or
NFS may distribute  equity therein by dividend to NFS  shareholders,  or NFS may
continue  to  operate  them as  subsidiaries.  From  time to time NFS may,  on a
contract basis,  also provide similar capital,  consulting,  personnel and other
services, both internally and through the use of subcontractors,  to development
stage companies in which NFS has decided not to acquire an interest.



                                       5
<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006

NORTHSIGHT

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

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

NOTE 2 - BASIS OF PRESENTATION AND MANAGEMENT OPINION

The unaudited  financial  statements  and related notes for the first quarter of
2006  presented  herein  have been  prepared  by the  management  of NFS and its
subsidiaries  pursuant  to the  rules  and  regulations  of the  Securities  and
Exchange Commission.  Accordingly,  certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles  have been  omitted  pursuant to such rules and
regulations.  Operating  results  for the three  and nine  month  periods  ended
September  30, 2006 are not  necessarily  indicative  of the results that may be
expected  for the full year.  It is  suggested  that these  unaudited  condensed
consolidated  financial  statements be read in conjunction with the December 31,
2005 audited consolidated financial statements.

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

PRINCIPLES OF CONSOLIDATION

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


                                       6
<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006


USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

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

CONCENTRATION OF CREDIT RISK

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

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 September 30,
2006.

No sales to  unaffiliated  customers  represented  10% or more of the  Company's
revenue for the nine months ended September 30, 2006.

INVESTMENTS

Investments  in  publicly  traded  equity  securities  over  which  NFS does not
exercise  significant  influence are recorded at market value in accordance with
FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which  requires  that  all  applicable  investments  be  classified  as  trading
securities,  available for sale securities or held-to-maturity  securities.  The
Company  has  investments  treated  as  available-for-sale  securities  that are
restricted  from sale in the open  market  under  Section  144 and have  limited
trading  volume.  There can be no  assurance  that we will  realize the recorded
value of this  investment  due to the  size of the  investment  and its  limited
trading volume.

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


                                       7
<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006


PROPERTY, EQUIPMENT AND SOFTWARE

Office  equipment  and software are stated at cost and  deprecation  is provided
using the straight-line method.  Leasehold  improvements are amortized using the
straight-line  method over the shorter of the useful life of the improvements or
the minimum term of the lease.  Maintenance and repairs are expensed as incurred
and major additions, replacements and improvements are capitalized. Internal use
software is amortized on a straight-line basis over its expected economic life.

LONG-LIVED ASSETS

Long-lived  assets are reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  A long-lived  asset is considered  impaired when estimated  future
cash  flow  related  to  the  asset,  undiscounted  and  without  interest,  are
insufficient to recover the carrying  amount of the asset.  If deemed  impaired,
the long-lived asset is reduced to its estimated fair value.  Long-lived  assets
to be  disposed  of are  reported  at the  lower of  their  carrying  amount  or
estimated fair value less cost of sale.

START-UP COSTS

Start-up costs, including organizational restructuring expenses, are expensed as
incurred.

GOODWILL

Goodwill is evaluated  annually to determine if its value has been impaired.  On
September  11,  2003,  Old Navidec  entered into an  agreement  with  Northsight
Mortgage Group,  LLC.  ("Northsight")  and its sole member that provided for the
transfer of eighty percent (80%) of the issued and outstanding  membership units
of  Northsight  to Old  Navidec  resulting  in the  realization  of  $190,000 of
goodwill.  This membership interest was transferred to NFS pursuant to the terms
of the Merger Agreement.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

REVENUE RECOGNITION

Contract Revenues

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


                                       8
<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006


Other Revenues

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

STOCK BASED COMPENSATION

As permitted  under the  Statements  of Financial  Accounting  Standards No. 123
("SFAS 123"),  "Accounting for Stock-Based  Compensation",  the Company accounts
for its stock-based  compensation  for options issued to employees in accordance
with the provisions of Accounting  Principles Board Opinion No. 25,  "Accounting
for Stock  Issued to  Employees"  ("APB 25").  As such,  for options  granted to
employees and  directors,  compensation  expense is recorded on a  straight-line
basis over the  shorter of the period  that the  services  are  provided  or the
vesting period, only if the current market price of the underlying stock exceeds
the  exercise  price.  Certain  pro  forma net  income  and  earnings  per share
disclosures  for employee  stock option grants are also included in the notes to
the financial  statements as if the fair value method as defined in SFAS 123 had
been applied.  No options were granted as compensation to employees or directors
during the nine month  period  ended  September  30,  2006 such that the current
market price of the underlying  stock was greater than the exercise price of the
options.  Transactions in equity  instruments  with  non-employees  for goods or
services are accounted for by the fair value method.


NET INCOME (LOSS) PER SHARE

Basic net income  (loss) per share is  computed by  dividing  net income  (loss)
available to common  shareholders  for the period by the weighted average number
of common shares outstanding for the period. Diluted net income (loss) per share
is  computed by dividing  the net income  (loss) for the period by the  weighted
average  number of common and  potential  common shares  outstanding  during the
period, if the effect of the potential commons share is 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.  The net loss for the year ended  December 31, 2005 was  $1,377,000 and
the unrealized gain from BPZ stock was $450,000  Therefore,  the Company's total
comprehensive loss for the period ended December 31, 2005 was $927,000.

NOTE 3 - INVESTMENT IN BPZ

Significant  estimates were made with respect to the valuation of certain of our
investments in BPZ common stock and BPZ common stock  purchase  warrants that we
have been  granted.  Upon  consummation  of the merger  transaction  between Old
Navidec and BPZ, BPZ issued  604,246  shares of its common  stock to NFS.  These
shares were issued in consideration of NFS's assumption of all of the pre-merger
business  assets and  liabilities  of Old  Navidec.  These  shares have not been
registered and are issued as "restricted  securities" as that term is defined in
rule 144 under the Securities Act of 1933.  Our belief,  however,  is that 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

                                       9

<PAGE>
                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006


power to cause such  requirement  of  restriction to be met in a manner that the
security  would  reasonably be expected to qualify for sale within one year, the
security is not considered  restricted for the purposes of SFAS 115. As such, we
are required to record our investment in these securities at their fair value.

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

As of  December  31,  2005 the  closing  market  price per share was $4.25.  The
Company's  "investments  in  BPZ"  is  valued  at  approximately  $4,002,000  at
September 30, 2006.

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

Under the terms of the merger  agreement,  cash  proceeds  from the  exercise of
certain  legacy  stock  options in Old  Navidec  (now BPZ) are payable to NFS as
additional  contributed  capital.  For the nine months ended  September 30, 2006
approximately  $289,000 was credited to NFS equity accounts from the exercise of
such options.

NOTE 4 - SUBSIDIARIES

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

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

                                       10

<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006


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

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

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Under the terms of the merger  agreement for the  acquisition  by Old Navidec of
BPZ, NFS is obligated to indemnify BPZ for all costs or losses  associated  with
liabilities that existed as of the merger date.  Also, as partial  consideration
for the services of NFS, BPZ issued to NFS a stock purchase warrant granting the
right to  purchase  up to  1,500,000  shares of BPZ common  stock at an exercise
price of $2.00 per share.  In this  regard,  NFS has entered  into  sub-contract
arrangements  with  certain  third  parties  for  the  provision  of some of the
services contemplated under the aforementioned agreement.  Pursuant to the terms
of these  sub-contract  agreements,  NFS has assigned 540,000 of the warrants to
these third  parties.  Subsequently  NFS has exercised  150,000 of the warrants.
Accordingly,  the amount recorded in the unaudited Consolidated Balance Sheet of
NFS as of September  30, 2005 for  "Investment  in  securities  of BPZ" has been
adjusted to reflect a  remaining  net right to  purchase  810,000  shares of BPZ
common stock.

LITIGATION

On  February  14, 2006 BPZ filed a Petition  in the  District  Court of Arapahoe
County,  Colorado for the appointment of a receiver and the judicial dissolution
of NFS ("the  Action").  On May 19,  2006,  BPZ and the Company  entered  into a
Settlement  Agreement  and Mutual  Release  (the  "Agreement")  by and among the
Company,   BPZ,  and  John  McKowen,   the  Chief   Executive   Officer  of  NFS
(collectively,  the "Parties").  The Agreement  settles all disputes amongst the
Parties relating to the Action.  The Agreement provides for among other things a
complete  mutual release  between the Parties of any and all claims  relating to
the Action.  The Agreement also provides that the expiration date that currently
applies to the BPZ  warrants  held by NFS will be extended to a date that is one
year  following  the  effective  date  of the  registration  of the  BPZ  shares
underlying  the  warrants.  BPZ is  obligate  to use good  faith and  reasonably
diligent efforts to obtain  effective  registration of such shares and will bear
any related,  direct and customary  registration  expense.  On June 20, 2006 the
Court  dismissed  the petition with  prejudice and further  issued a declaratory
judgment  and  finding  of fact  that  BPZ  was  not  now  nor had it ever  been
shareholder of NFS since September 9, 2004, the record date of the spin-off.


                                       11
<PAGE>

                NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                               September 30, 2006


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

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



























                                       12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006

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

OVERVIEW

NFS is in the business of  identifying  and  acquiring  substantial  controlling
interests in development  stage  companies with strong growth  potential.  NFS's
policy in this regard is to obtain at least 51% and preferably 80-90% or more of
any such company that we may acquire. Our goal is to significantly enhance their
growth potential by providing capital, consulting, personnel and other services,
both internally and through outside sources. After developing and operating such
acquired  companies NFS may elect to either sell them privately or publicly,  or
NFS may distribute  equity therein by dividend to NFS  shareholders,  or NFS may
continue  to  operate  them as  subsidiaries.  From  time to time NFS may,  on a
contract basis,  also provide similar capital,  consulting,  personnel and other
services, both internally and through the use of subcontractors,  to development
stage  companies in which NFS has decided not to acquire an  interest.  NFS does
not intend to become an investment  company  required to be registered under the
Investment Company Act of 1940.


NORTHSIGHT

Northsight is our mortgage subsidiary of which we own 80%. Northsight is subject
to the regulations of the Arizona State Banking Commission,  and is also subject
to Federal regulations regarding consumer protection, including Truth-In-Lending
and RESPA, since it originates consumer loans.

AEGISUSA BUSINESS GROUP

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


                                       13
<PAGE>


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

Further,  the terms of the sale also called for the  cancellation  of all common
stock exchange rights that initially had been given by NFS to the holders of all
of the issued and outstanding shares of AegisUSA Series A Preferred Stock at the
time of the  original  purchase  of  AegisUSA by NFS.  Also,  as a condition  to
closing,  the terms of the sale  required  reimbursement  by  AegisUSA to NFS of
approximately   $51,000  in  expenses   paid  by  NFS  on  behalf  of  AegisUSA.
Approximately  $26,000 of this  amount was paid to NFS at the  closing  with the
remainder  due and  payable to NFS no later than six months from the date of the
closing.

For the period  ended  December  31,  2005,  NFS  realized a gain on the sale of
AegisUSA of approximately  $744,000. As of September 30, 2006 NFS had accrued an
additional  approximately  $331,000 in price  escalation and interest charges on
the sale of  AegisUSA.  As a result of this sale,  effective  December  2005 NFS
discontinued all of its technology services operations.

NFS STRATEGY

The Company's  primary  strategy going forward will be to focus NFS resources on
the  acquisition  of  new  companies  and  continued   development  of  previous
acquisitions.   NFS  describes  in  this  document  the  businesses   that  were
contributed  to  NFS by Old  Navidec  in the  separation  as if  they  were  NFS
businesses for all historical periods described.  References in this document to
the historical assets,  liabilities,  businesses or activities of Old Navidec or
NFS  business  are  generally  intended  to  refer  to  the  historical  assets,
liabilities,  businesses  or activities  of the  contributed  business as it was
conducted as part of Old Navidec and its  subsidiaries  prior to the separation.
NFS is now an  independent  company and Old Navidec  does not have a  continuing
stock ownership interest in NFS. NFS historical financial results as part of Old
Navidec contained herein may not reflect NFS financial results in the future.

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

CRITICAL ACCOUNTING POLICIES

NFS has identified the policies below as critical to NFS business operations and
the understanding of NFS results from operations.  The impact and any associated
risks  related  to  these  policies  on the  Company's  business  operations  is
discussed   throughout   Management's   Discussion  and  Analysis  of  Financial
Conditions and Results of Operations where such policies affect NFS reported and
expected  financial  results.  For a detailed  discussion on the  application of
these and other accounting policies, see Note 2 in the Notes to the Consolidated
Financial  Statements  beginning  on page F-6 of this  document.  Note  that the
Company's  preparation  of this  document  requires  NFS to make  estimates  and
assumptions   that  affect  the  reported  amount  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of NFS financial
statements,  and the  reported  amounts  of  revenue  and  expenses  during  the
reporting period.  There can be no assurance that actual results will not differ
from those estimates.

                                       14

<PAGE>
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 FROM 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 September 30,
2006, all trade accounts  receivable were under thirty days;  therefore there is
no provision for bad debt as of this date.

GOODWILL AND INTANGIBLE ASSETS

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

RESULTS OF  OPERATIONS  FOR THE THREE  MONTH  PERIOD  ENDED  SEPTEMBER  30, 2006
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2005.

Revenue for the three months ended September 30, 2006 was approximately $329,000
as compared to  approximately  $781,000 for the period ended September 30, 2005.
This  decrease  was  largely  due to the  sale  of  AegisUSA  in  2005  and  the
discontinuance  of technology  services  operation.  A small drop-off in revenue
from  Northsight  was also realized as a result of higher  interest  rates and a
declining real estate market in the Phoenix area.

                                       15
<PAGE>

Gross  margin for the three months ended  September  30, 2006 was  approximately
$314,000 or 95% of revenue,  as compared to  approximately  $571,000,  or 73% of
revenue,  for the same  period  in 2005.  The  increase  in  gross  margin  as a
percentage  of revenue was realized  largely as a result the sale of AegisUSA in
2005 and the discontinuance of technology services operation.

General and administrative expenses decreased approximately  $1,300,000, or 70%,
over  general and  administrative  expenses of  $1,832,000  for the three months
ended  September,  2005 to  $532,000  in  2006.  The  decrease  in  general  and
administrative expenses was realized largely as a result the sale of AegisUSA in
2005 and the discontinuance of technology services operation.

Depreciation  and  amortization  for the three months ended  September  30, 2006
decreased  approximately  $4,000 to $2,000  being  recorded for the three months
ended September 30, 2006 from approximately $6,000 for the same period in 2005.

NFS recorded a net loss from operations of approximately $109,000 and an overall
loss per  share of  approximately  ($0.01)  for the  three  month  period  ended
September,  2006. This compares to a net loss from  operations of  approximately
$1,211,000 and an overall loss per share of  approximately  ($0.18) recorded for
the three months ended  September 30, 2005. The decrease in loss from operations
was  realized  largely  as a  result  the  sale  of  AegisUSA  in  2005  and the
discontinuance of technology services operation.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2006 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 2005.

Revenue for the nine months ended September 30, 2006 was approximately  $971,000
as compared to approximately $1,123,000 for the period ended September 30, 2005.
This  decrease  was  largely  due to the  sale  of  AegisUSA  in  2005  and  the
discontinuance  of technology  services  operation.  A small drop-off in revenue
from  Northsight  was also realized as a result of higher  interest  rates and a
declining real estate market in the Phoenix area.

Gross  margin for the nine months  ended  September  30, 2006 was  approximately
$971,000 or 100% of revenue,  as compared to approximately  $886,000,  or 79% of
revenue,  for the same  period  in 2005.  The  increase  in  gross  margin  as a
percentage  of revenue was realized  largely as a result the sale of AegisUSA in
2005 and the discontinuance of technology services operation.

General and administrative  expenses decreased  approximately  $862,000, or 34%,
over general and administrative expenses of $2,511,000 for the nine months ended
September,  2005 to  $1,641,000  in 2006.  The  decrease  in gross  margin  as a
percentage  of revenue was realized  largely as a result the sale of AegisUSA in
2005 and the discontinuance of technology services operation.

Depreciation  and  amortization  for the nine months  ended  September  30, 2006
remained  fairly flat with  approximately  $9,000  being  recorded  for the nine
months ended September 30, 2005 and approximately  $8,000 for the same period in
2006.

NFS recorded a net loss from operations of approximately $286,000 and an overall
loss  per  share  of  approximately  ($0.04)  for the nine  month  period  ended
September,  2006. This compares to a net loss from  operations of  approximately
$1,596,000 and an overall loss per share of  approximately  ($0.24) recorded for
the nine months ended September 30, 2005.

                                       16
<PAGE>

The decrease in loss from  operations was realized  largely as a result the sale
of AegisUSA and the discontinuance of technology services operation.

The Company believes its trend of losses will continue at the same or a slightly
lesser rate in the next quarter.

LIQUIDITY AND CAPITAL RESOURCES

From the Company's  inception  through  September  30, 2006,  NFS has funded its
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 Old Navidec Options

Cash flow from  operations has not  historically  been sufficient to sustain NFS
operations without the above additional sources of capital.  As of September 30,
2006, the Company had cash and cash equivalents of approximately  $336,000 and a
working capital surplus of approximately $217,000.

Net cash used in the Company's  operating  activities  totaled  $872,000 for the
nine months ended September 30, 2006.

Net cash flow from investing  activities  during the nine months ended September
30, 2006 was approximately $818,000. This was largely as a result of the sale of
approximately 208,000 shares of BPZ common stock.

Net cash used by financing  activities  was  approximately  $11,000 for the nine
months ended  September,  2006.  During the nine months ended September 30, 2006
the Company paid off approximately $300,000 in outstanding notes payables.  This
was offset by  approximately  $289,000 of funds  received  from the  exercise of
legacy Old Navidec stock options (now BPZ Energy, Inc.) that NFS was entitled to
receive pursuant to the terms of the merger transaction.

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 September 30, 2006, as described  below,  it has
determined  that there was no  material  market risk  exposure to the  Company's
consolidated financial position, results of operations, or cash flows as of such
date. NFS does not enter into  derivatives or other  financial  instruments  for
trading or speculative purposes.

INTEREST RATE RISK - At September 30, 2006 the Company's exposure to market rate
risk for changes in interest  rates relates  primarily to its mortgage  services
business.  NFS has not  used  derivative  financial  instruments  in its  credit
facilities.  A  hypothetical  10%  increase  in  the  Prime  rate  would  not be
significant to the Company's financial position,  results of operations, or cash
flows.

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

                                       17
<PAGE>

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

ITEM 3.  CONTROLS AND PROCEDURES

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

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


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On  February  14, 2006 BPZ filed a Petition  in the  District  Court of Arapahoe
County,  Colorado for the appointment of a receiver and the judicial dissolution
of NFS ("the  Action").  On May 19,  2006,  BPZ and the Company  entered  into a
Settlement  Agreement  and Mutual  Release  (the  "Agreement")  by and among the
Company,   BPZ,  and  John  McKowen,   the  Chief   Executive   Officer  of  NFS
(collectively,  the "Parties").  The Agreement  settles all disputes amongst the
Parties relating to the Action.  The Agreement provides for among other things a
complete  mutual release  between the Parties of any and all claims  relating to
the Action.  The Agreement also provides that the expiration date that currently
applies to the BPZ  warrants  held by NFS will be extended to a date that is one
year  following  the  effective  date  of the  registration  of the  BPZ  shares
underlying  the  warrants.  BPZ is  obligate  to use good  faith and  reasonably
diligent efforts to obtain  effective  registration of such shares and will bear
any related,  direct and customary  registration  expense.  On June 20, 2006 the
Court  dismissed  the petition with  prejudice and further  issued a declaratory
judgment  and  finding  of fact  that  BPZ  was  not  now  nor had it ever  been
shareholder of NFS since September 9, 2004, the record date of the spin-off.

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

NFS had  initially  conveyed  these shares to Larson as  compensation  under the
business  consulting  agreement.   NFS  had  been  holding  the  shares  pending
completion of the services contemplated under the business consulting agreement.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


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<PAGE>



ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

              EXHIBIT NO.                   DESCRIPTION
              31.1                          Section 302 Certification - CEO
              31.2                          Section 302 Certification - CFO

              32.1                          Section 906 Certification - CEO
              32.2                          Section 906 Certification - CFO

(b)  The following is a list of Current Reports on Form 8-K filed by the Company
     during and subsequent to the quarter for which this report is filed.

              None.



                                   SIGNATURES

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

Dated: March 9, 2007          NAVIDEC FINANCIAL SERVICES, INC.

                              By: /s/ John R. McKowen
                              ______________________________________________
                              John R. McKowen, Chief Executive Officer, Chairman
                              and Director


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

Dated: March 9, 2007         NAVIDEC FINANCIAL SERVICES, INC.

                             By: /s/ Robert D. Grizzle
                             _______________________________________________
                             Robert D. Grizzle
                             COO, President and Principal Accounting Officer



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