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

                                   FORM 10-QSB

     [x]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the period ended June 30, 2004.

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

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


Commission file number 0-29098

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

          COLORADO                                               33-0502730
 ------------------------------                               -----------------
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                              Identification No.)




   6399 S. Fiddler's Green Circle, Suite 300 Greenwood Village, Colorado 80111
                     --------------------------------------
                    (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  X   No
                                                             -----  -----
APPLICABLE ONLY TO CORPORATE ISSUERS:

As of August 11, 2004, Registrant had 2,954,860 shares of common stock
outstanding

Transitional Small Business Disclosure Format:  Yes     No  X
                                                   -----  -----



<PAGE>


                                  NAVIDEC, INC.

                                      INDEX

PART I. FINANCIAL INFORMATION
===============================

Item 1.  Financial Statements (Unaudited)

              Balance Sheets as of June 30, 2004 and December 31, 2003

              Statements of Operations For the Three and Six months ended
              June 30, 2004 and 2003

              Statements of Cash Flows For the Six months ended
              June 30, 2004 and 2003

              Notes to Financial Statements

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

Item 3.  Controls and Procedures


PART II. OTHER INFORMATION
============================

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Small Business Issuer Purchases of Equity
         Securities

Item 6.  Exhibits and Reports on Form 8-K


This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties, including those identified in the section of this Form
10-QSB entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Factors That May Affect Future Operating Results,"
which may cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this Form
10-QSB are identified by words such as "believes," "anticipates," "expects,"
"intends," "may," "will" and other similar expressions. However, these words are
not the exclusive means of identifying such statements. In addition, any
statements which refer to expectations, projections or other characterizations
future events or circumstances are forward-looking statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances occurring subsequent to the filing of this Form 10-QSB with the
Securities and Exchange Commission ("SEC"). Readers are urged to carefully
review and consider the various disclosures made by the Company in this report
and in the Company's other reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect the Company's
business.

<PAGE>
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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                                 Navidec, Inc.
                                         Consolidated Balance Sheets
                                  As of June 30, 2004 and December 31, 2003


                                                                                    ($ 000's)
                                                                          June 30,           December 31,
                                                                            2004                2003
                                                                          --------            --------
 <S>                                                                        <C>         <C>
ASSETS
      CURRENT ASSETS:
          Cash and cash equivalents                                       $    262            $    302
          Marketable securities                                                 83                 110
          Related party investments                                           --                   206
          Accounts receivable, net                                              13                 107
          Prepaid expenses and other                                            31                  66
                                                                          --------            --------

                      Total current assets                                     389                 791


      PROPERTY, EQUIPMENT, AND SOFTWARE, net                                    31                 169

      OTHER ASSETS:
          Notes receivable                                                      53                --
          Other Assets                                                          46                   5
          Acquired intangible                                                  189                 189
                                                                          --------            --------

TOTAL ASSETS                                                              $    708            $  1,154
                                                                          ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
      CURRENT LIABILITIES:
          Accounts payable                                                $    373            $    478
          Accrued liabilities                                                  190                 343
          Current borrowings and capital leases                                253                 281
                                                                          --------            --------

                      Total current liabiliities                               816               1,102
                                                                          --------            --------

      MINORITY INTEREST                                                         20                  13


      STOCKHOLDERS' EQUITY(DEFICIT):
          Common stock, no par value, 20,000 shares authorized,
            voting 2,404 and 2,189 shares outstanding, respectively         63,097              62,890
          Warrants for common stock                                            813                 813
            Defered compensation                                                (1)                 (4)
          Accumulated deficit                                              (64,036)            (63,660)
                                                                          --------            --------

                      Total stockholders' equity(deficit)                     (128)                 39
                                                                          --------            --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)                       $    708            $  1,154
                                                                          ========            ========


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

                                            4
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<CAPTION>


                                                    Navidec, Inc.
                                       Consolidated Statements of Operations
                        For the Three and Six Months Ended June 30, 2004 and June 30, 2003
                                                    (Unaudited)



                                                                                   ($ 000's)
                                                               Three Months                        Six Months
                                                               Ended June 30                     Ended June 30
                                                           2004            2003              2004             2003
                                                           ----            ----              ----             ----

<S>                                                       <C>             <C>                <C>            <C>
REVENUE                                                  $   260          $    33          $   510          $   331
COST OF REVENUE                                               23               18               50              166
                                                         -------          -------          -------          -------

GROSS PROFIT                                             $   237          $    15          $   460          $   165

OPERATING EXPENSES:
      Product development                                   --                  6             --                 35
      General and administrative                             645              205            1,136              781
      Sales and marketing                                   --                 71             --                135
      Stock expense                                         --                 28                3               41
      Impairment, depreciation and amortization               11              547              138            1,080
                                                         -------          -------          -------          -------

          Total operating expenses                           656              857            1,277            2,072
                                                         -------          -------          -------          -------

LOSS FROM OPERATIONS                                        (419)            (842)            (817)          (1,907)


OTHER INCOME(EXPENSE):
      Gain on sale of fixed assets                          --               --                 18             --
      Gain on sale of investments                            366             --                382             --
      Unrealized gain(loss) on investments                   (30)            --                  8             --
      Other income(expense)                                   47               (8)              47               35
                                                         -------          -------          -------          -------

          Total other income(expense)                        383               (8)             455               35
                                                         -------          -------          -------          -------

NET INCOME (LOSS)                                        $   (36)         $  (850)         $  (362)         $(1,872)
                                                         =======          =======          =======          =======

NET INCOME (LOSS) PER SHARE:
      Basic                                              $ (0.01)         $ (1.12)         $ (0.15)         $ (2.65)
      Diluted                                            $ (0.01)         $ (1.12)         $ (0.15)         $ (2.65)

WEIGHTED AVERAGE SHARES OUTSTANDING:
      Basic                                                2,464              903            2,464              662
                                                         =======          =======          =======          =======
      Diluted                                              2,464              903            2,464              662
                                                         =======          =======          =======          =======


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

                                                       5
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<CAPTION>


                                             Navidec, Inc.
                                 Consolidated Statements of Cash Flows
                      For the Six Months Ended June 30, 2004 and June 30, 2003
                                             (Unaudited)



                                                                                      ($ 000's)
                                                                             Six Months Ended June 30

                                                                              2004                2003
                                                                              ----                ----
      <S>                                                               <C>     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income(loss)                                                      $  (362)            $(1,380)
      Adjustments to reconcile net loss to net cash
          used in operating activities:
          Depreciation                                                          138               1,080
          Noncash stock expense                                                   3                  41
          (Gain)loss on sale of investments                                    (390)               --
          (Gain)loss on sale/disposal of fixed assets                           (18)                  2
          Minority interest                                                      (9)                --
      Changes in operating assets and liabilities:
          Accounts receivable                                                    94                 326
          Costs and estimated earnings in excess of billings                   --                    (1)
          Prepaid expenses and other assets                                      35                 (54)
          Accounts payable                                                     (105)               (160)
          Accrued liabilities                                                  (153)                (56)
          Notes receivable                                                      (53)               --
          Deferred revenue                                                     --                  (108)
          Other                                                                 (38)                 48
                                                                            -------             -------
      Net cash used in operating activities:                                   (858)               (262)
                                                                            -------             -------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from the sale of property, equipment and software             18                  37
          Proceeds from the sale of equity investments                          382                --
          Other                                                                --                     1
                                                                            -------             -------
      Net cash provided by investing activities                                 400                  38
                                                                            -------             -------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Sale of common stock                                                  207                 207
          Proceeds from rights offering                                         206               1,237
          Payments on notes payable and capital lease obligations               (58)               (333)
          Forgiveness of capital leases                                          63                  63
                                                                            -------             -------
      Net cash (used in) provided by financing activities                       418                 904
                                                                            -------             -------

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS                             (40)                680

CASH AND CASH EQUIVALENTS, beginning of period                                  302                 130

CASH AND CASH EQUIVALENTS,  end of period                                   $   262             $   810
                                                                            =======             =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

          Cash paid for interest                                            $  --               $    40
          Conversion of notes to common stock                               $  --               $   250


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

                                                6
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<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


NOTE 1 - BASIS OF PRESENTATION AND MANAGEMENT OPINION

The unaudited financial statements and related notes to the financial statements
presented herein have been prepared by the management of Navidec, Inc. and
subsidiaries (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying financial statements
were prepared in accordance with the accounting policies used in the preparation
of the Company's audited financial statements included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2003, and should be read in
conjunction with such financial statements and notes thereto. Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year.

The accounting policies followed by the Company are set forth in Note 1 to the
Company's consolidated financial statements in the Form 10-K for the year ended
December 31, 2003. It is suggested that these unaudited condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes included in the Form 10-K.

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.

STOCK BASED COMPENSATION

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

Had compensation cost for the Plan been determined based upon the fair value at
the grant date for options granted, consistent with the provisions of SFAS 123,
the Company's net loss and net loss per share would have been increased to the
pro forma amounts indicated below:


                           For The Three Months Ended
                                    June 30,
                      (in thousands, except per share data)

                                                       2004          2003
                                                     -------       -------

Net Loss:                                            $   (36)      $  (850)
Add back:
  Expense recognized under APB25                        --            --
                                                     -------       -------
Net total stock based employee
  compensation expense determined
  under fair value method for all awards,
  net of related tax effect                             --            --
                                                     -------       -------

Pro Forma net loss                                   $   (36)      $  (850)
                                                     =======       =======

Net loss per share basic and diluted

Basic:  As Reported                                  $ (0.01)      $ (1.12)
                                                     =======       =======
   Pro Forma                                         $ (0.01)      $ (1.12)
                                                     =======       =======
Dilluted:  As Reported                               $ (0.01)      $ (1.12)
                                                     =======       =======
   Pro Forma                                         $ (0.01)      $ (1.12)
                                                     =======       =======

<PAGE>


                            For The Six Months Ended
                                    June 30,
                      (in thousands, except per share data)

                                                       2004         2003
                                                     -------      ---------

Net Loss:                                            $  (362)     $  (1,872)
Add back:
   Expense recognized under APB25                       --             --
                                                     -------      ---------
Net total stock based employee
   compensation expense determined
   under fair value method for all awards,
   net of related tax effect                            --             --
                                                     -------      ---------

Pro Forma net loss                                   $  (362)     $  (1,872)
                                                     =======      =========

Net loss per share basic and diluted
Basic:  As Reported                                  $ (0.15)     $   (2.65)
                                                     =======      =========
   Pro Forma                                         $ (0.15)     $   (2.65)
                                                     =======      =========
Dilluted:  As Reported                               $ (0.15)     $   (2.65)
                                                     =======      =========
   Pro Forma                                         $ (0.15)     $   (2.65)
                                                     =======      =========

NOTE 2 - LIQUIDITY

The Company's financial statements for the six months ended June 30, 2004 have
been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. The Company has historically reported net losses, including reporting
a loss from operations of approximately $30,000 and $362,000 for the three and
six months ended June 30, 2004 respectively and has a working capital deficit of
approximately $427,000 as of June 30, 2004.

On January 7, 2004 Navidec extended a promissory note to Mendell-American, Inc.
("Mendell") in the amount of $50,000. Under the terms of the note, Mendell was
to repay the full amount of the note plus accrued interest, at 10% per annum, on
or before July 6, 2004. The note further provided for an automatic extension of
the repayment date to September 30, 2004 if Mendell requested such an extension
and paid 10% of the principal amount of the note on ore before July 6, 2004.
Mendell has requested and Management has granted such an extension as well as a
waiver of the 10% payment. Based on a review of the viability of Mendell's
present development opportunities, and its proposed IPO, completed in connection
with the granting of this extension, Management has concluded that the note
should remain as a viable asset on our balance sheet. However, management
intends to conduct a review again on or before September 30, 2004 and will
re-evaluate its position at that time.

Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive or raise necessary additional debt
and/or equity capital. Management believes that the Company has adequate capital
resources to continue operating and maintain its business strategy during the
next 12 months. If substantial losses continue and/or the Company is unable to
raise additional capital, liquidity problems could cause the Company to curtail
operations, liquidate assets, seek additional capital on less favorable terms
and/or pursue other such actions that could adversely affect future operations.
These financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the company be unable to continue as
a going concern.


NOTE 3 - SUBSIDIARIES

Navidec, Inc. ("Navidec" or "The Company") is organized into three divisions,
Financial Services, Technology, and Mortgage Services. In October of 2002,
Navidec formed a new wholly owned subsidiary Navidec Capital, Inc, which was
renamed Navidec Financial Services, Inc. ("NFS") in August 2003. In August 2003,

<PAGE>


Navidec Technology Corporation was formed as a wholly owned subsidiary of
Navidec, Inc. and in October 2003, changed its name to SwiftSure, Inc. On
September 11, 2003, the Company entered into an agreement with Northsight
Mortgage Group, LLC ("Northsight") and its sole member that provided for the
transfer of 80% of the issued and outstanding membership units of Northsight to
Navidec for Navidec common stock.

NFS provides consulting, personnel, and services to emerging growth micro and
small capitalization companies to help them effectively structure transactions
to attract public and private capital. NFS also provides financial public
relations services. Management believes that micro and small cap companies
rarely have the legal, accounting, or marketing resources necessary to
effectively interact with the highly regulated and competitive financial
markets. Navidec provides those resources on a contract basis so the
entrepreneur can focus on growing the business. After evaluating a potential
client for their probability of success and determining the company's growth
strategy and anticipated capital requirements, NFS provides specific
recommendations, personnel, and services to work in concert with the company to
develop and execute financial transactions. NFS receives monthly consulting fees
from its clients as well as billing for time and charges for additional services
provided. In addition, NFS may sometimes invest its own capital in clients with
whom they've contracted. As part of its compensation from clients, NFS may also
receive equity options. Typically NFS seeks clients who are well managed, offer
cash flow and the opportunity for long-term growth.

Mortgage Services is focused on providing end to end mortgage services from back
office processing to mortgage banking services. On September 11, 2003, the
Company entered into an agreement with Northsight Mortgage Group, LLC
("Northsight") and its sole member that provided for the transfer of 80% of the
issued and outstanding membership units of Northsight to Navidec for Navidec
common stock. Northsight is a Scottsdale, Arizona based mortgage broker engaged
in the business of marketing, arranging and selling of consumer home mortgages.
The Company plans to acquire and integrate companies providing these services.
The company will focus on business opportunities within this industry segment
that offer cash flow, strong management and opportunity for growth.

In 2003, Navidec Technology provided quality solutions that enabled
organizations to manage secure access to web applications within the enterprise
and across the business value chain. Navidec's suite of proven solutions enabled
an enterprise to deliver single sign on capabilities to their employees,
customers, suppliers and partners by providing an identity management
infrastructure for user management, access control, and a single entry point to
personalized enterprise resources. Navidec Technology provided consulting and
expert engineering services in Web security and Identity Management in the areas
of Authentication, Access Control, Directory, User Management, and Provisioning.
This was done through the integration and extension of best-of-breed portal,
directory, security and integration software developed by the leading internet
software vendors.

As a result of declining technology revenues, an inability to realize a profit
from technology business operations, and a refocusing of Navidec's over all
business strategy, Management believes that discontinuation of these operations
will not have a material impact on overall future revenues but will provide an
avenue for continued reduction in operating expenses. As such, management is
considering the discontinuance of technology operations by the end of fiscal
2004.


NOTE 4 - COMPREHENSIVE INCOME

Comprehensive income includes net income or loss and changes in equity from
non-owner transactions. The Company's comprehensive loss for the three and six
month periods ended June 30, 2004 was the same as the net loss for the period.


NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company is not aware of any recently issued accounting pronouncements that
would materially effect the Company in the future.


NOTE 6 - EQUITY TRANSACTIONS

On September 2, 2003, the Company began a private placement offering of up to
1,250,000 units at $1, each unit consisting of one common share, one "A" Warrant
and one "B" Warrant. The "A" Warrant is exercisable at $2.00 until August 31,
2005. The Company has the right to call the "A" warrant if the trading price of
Navidec common stock is above $2.00 for more than 10 consecutive trading days.
The "B" Warrant is exercisable at $4.00 and expires on August 31, 2005. The
Company has the right to call the warrant if the trading price of Navidec common
stock is above $4.00 for more than 10 consecutive trading days. The Company
closed the private placement on January 30, 2004. The Company sold a total of
564,500 units for gross proceeds of $564,000, of which $215,000 was sold in the
first quarter of 2004.

<PAGE>


NOTE 7 - NET INCOME (LOSS) PER SHARE

Basic net loss per share is computed by dividing net loss for the period by the
weighted average number of common shares outstanding for the period. Diluted net
loss per share is computed by dividing the net loss for the period by the
weighted average number of common and potential common shares outstanding during
the period if the effect of the potential common shares is dilutive. The Company
has excluded common stock issuable upon conversion of all warrants and stock
options from the computation of diluted earnings per share, as the effect of all
such securities is anti-dilutive for all periods presented. Shares issuable
under warrants and options were approximately 3,048,368 as of June 30, 2004.

NOTE 8 - SEGMENT REPORTING

The Company currently operates in three different segments: Technology Services,
Financial Services, and Mortgage Services. Management has chosen to organize the
Company around these segments based on differences in products and services.

Segment operations are measured consistent with the accounting policies used in
these consolidated financial statements.

The following provides information on the Company's segments (unaudited):

                           For the Three Months Ended
                                 June 30, 2004
                                 (in thousands)

                         Technology   Financial   Mortgage   Corporate    Total
                         ----------   ---------   --------   ---------    -----
Revenues from external
     customers             $  --        $  20      $ 240      $  --       $ 260

Loss from operations       $ (10)       $ (38)     $  14      $(473)(a)   $(419)

Identifiable assets        $  14        $ 296      $  72      $ 326 (b)   $ 708


                           For the Three Months Ended
                                 June 30, 2003
                                 (in thousands)

                        Technology    Financial   Mortgage   Corporate    Total
                        ----------    ---------   --------   ---------    -----
Revenues from external
     customers           $    33       $  --      $   --     $  --      $    33

Loss from operations     $   (70)      $  (72)    $   --     $  (700)   $  (842)

Identifiable assets      $   417       $  610     $   --     $ 1,650(b) $ 2,677



                           For the Six Months Ended
                                 June 30, 2004
                                 (in thousands)

                         Technology   Financial   Mortgage   Corporate    Total
                         ----------   ---------   --------   ---------    -----
Revenues from external
     customers             $  49        $  53      $ 408     $   --       $ 510

Loss from operations       $  (9)       $  34      $  49     $ (743)      $(817)

Identifiable assets        $  14        $ 296      $  72     $  326(b)    $ 708

<PAGE>


                           For the Six Months Ended
                                 June 30, 2003
                                 (in thousands)

                        Technology(a) Financial  Mortgage   Corporate    Total
                        ----------   ---------   --------   ---------    -----
Revenues from external
     customers           $  331       $  --      $   --    $  --        $   331

Loss from operations     $ (153)      $ (117)    $   --    $ (1,637)(a) $(1,907)

Identifiable assets      $  417       $  610     $   --    $  1,650(b)  $ 2,677


(a) Corporate loss from operations represents depreciation expense,
restructuring charges, non-cash stock compensation expense and impairment of
assets.

(b) Corporate assets are those that are not directly identifiable to a
particular segment and include cash, prepaids, property and equipment, and
intangibles and other assets.


NOTE 9  - SUBSEQUENT EVENTS

On July 12, 2004, Navidec issued a press release announcing that it had entered
into a definitive merger agreement with BPZ Energy, Inc. which will become a
wholly owned subsidiary of Navidec in a tax free share exchange. Navidec will
change its name to BPZ Energy, Inc. In the same press release Navidec announced
that it had withdrawn from the merger announced on April 22, 2004, which was
intended to acquire Livermore Energy Corporation and BPZ Energy, Inc. Under the
terms of the agreement current Navidec shareholders will initially own
approximately 50% of BPZ. Existing BPZ shareholders will have the right to earn
out up to an additional 18 million shares, which would leave current Navidec
shareholders with approximately 25% of the combined companies fully diluted. The
plan of merger still provides that all of the current business operations,
assets and liabilities of Navidec will be shifted to its wholly owned
subsidiary, Navidec Financial Services, Inc. which will be followed by a
spin-off of Navidec Financial Services, Inc. to the current shareholders on a
pre-merger basis. Navidec plans to file a Registration Statement with the
Securities and Exchange Commission to permit the spin-off of the Navidec
Financial Services, Inc. shares to the Navidec shareholders of record on a date
immediately prior to the closing of merger with BPZ Energy, Inc. The press
release and the definitive merger agreement are attached as exhibits to this
filing.

On August 9, 2004, Navidec issued a press release announcing that pursuant to
its merger agreement dated July 8, 2004 with BPZ Energy, Inc., it has set
August 30, 2004 as the record date for the spin-off of its wholly-owned
subsidiary Navidec Financial Services, Inc. Navidec shareholders of record on
this date will receive one share of Navidec Financial Services, Inc. common
stock for each share of Navidec common stock that they own. The press release is
attached as an exhibit to this filing.


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

Critical Accounting Policies

We have identified the policies below as critical to our business operations and
the understanding of our results from operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Discussion and Analysis of Financial Conditions and
Results of Operations where such policies affect our 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 in Item Eight of our Annual Report on Form 10-K, filed April 14,
2004, beginning on page F-8. Note that our preparation of this Report on Form
10-QSB requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of our 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.

<PAGE>


-Revenue recognition. Our revenue recognition policy is significant because our
revenue is a key component of our results of operations. We follow very specific
and detailed guidelines in measuring revenue, however, certain judgments affect
the application of our revenue policy. Revenue results are difficult to predict,
and any shortfall in revenue or delay in recognizing revenue could cause our
operating results to vary significantly from quarter to quarter and could result
in future operating losses.

-Reserve for Bad Debt. Our policy on reserve for bad debt determines the timing
and recognition of bad debt expense. We follow guidelines that reserve based off
of historical and account specific trends, however, certain judgments affect the
application of our bad debt reserve policy. Our 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.


Overview

Navidec, Inc. ("Navidec" or "The Company") is organized into three divisions,
Financial Services, Technology, and Mortgage Services. In October of 2002,
Navidec formed a new wholly owned subsidiary Navidec Capital, Inc, which was
renamed Navidec Financial Services, Inc. (`NFS") in August 2003. In August 2003,
Navidec Technology Corporation was formed as a wholly owned subsidiary of
Navidec, Inc. and in October 2003, changed its name to SwiftSure, Inc. On
September 11, 2003, the Company entered into an agreement with Northsight
Mortgage Group, LLC ("Northsight") and its sole member that provided for the
transfer of 80% of the issued and outstanding membership units of Northsight to
Navidec for Navidec common stock.

NFS provides consulting, personnel, and services to emerging growth micro and
small capitalization companies to help them effectively structure transactions
to attract public and private capital. NFS also provides financial public
relations services. Management believes that micro and small cap companies
rarely have the legal, accounting, or marketing resources necessary to
effectively interact with the highly regulated and competitive financial
markets. Navidec provides those resources on a contract basis so the
entrepreneur can focus on growing the business. After evaluating a potential
client for their probability of success and determining the company's growth
strategy and anticipated capital requirements, NFS provides specific
recommendations, personnel, and services to work in concert with the company to
develop and execute financial transactions. NFS receives monthly consulting fees
from its clients as well as billing for time and charges for additional services
provided. In addition, NFS may sometimes invest its own capital in clients with
whom they've contracted. As part of its compensation from clients, NFS may also
receive equity options. Typically NFS seeks clients who are well managed, offer
cash flow and the opportunity for long-term growth.

Mortgage Services is focused on providing end to end mortgage services from back
office processing to mortgage banking services. On September 11, 2003, the
Company entered into an agreement with Northsight Mortgage Group, LLC
("Northsight") and its sole member that provided for the transfer of 80% of the
issued and outstanding membership units of Northsight to Navidec for Navidec
common stock. Northsight is a Scottsdale, Arizona based mortgage broker engaged
in the business of marketing, arranging and selling of consumer home mortgages.
The Company plans to acquire and integrate companies providing these services.
The company will focus on business opportunities within this industry segment
that offer cash flow, strong management and opportunity for growth.

In 2003, Navidec Technology provided quality solutions that enabled
organizations to manage secure access to web applications within the enterprise
and across the business value chain. Navidec's suite of proven solutions enabled
an enterprise to deliver single sign on capabilities to their employees,
customers, suppliers and partners by providing an identity management
infrastructure for user management, access control, and a single entry point to
personalized enterprise resources. Navidec Technology provided consulting and
expert engineering services in Web security and Identity Management in the areas
of Authentication, Access Control, Directory, User Management, and Provisioning.
This was done through the integration and extension of best-of-breed portal,
directory, security and integration software developed by the leading internet
software vendors.

As a result of declining technology revenues, an inability to realize a profit
from technology business operations, and a refocusing of Navidec's over all
business strategy, Management believes that discontinuation of these operations
will not have a material impact on overall future revenues but will provide an
avenue for continued reduction in operating expenses. As such, management is
considering the discontinuance of technology operations by the end of fiscal
2004.

<PAGE>


Navidec's operating expenses consist of product development, general and
administrative, sales and marketing and depreciation and amortization. General
and administrative consists primarily of salary and benefit expenses for our
non-billable employees. It also includes expenses associated with our office
facility and equipment leases. Sales and marketing includes personnel costs,
advertising costs, costs associated with participation in trade shows and direct
marketing program and related travel expenses.


THREE-MONTH RESULTS OF OPERATIONS
                                                              Three Months
                                                             ended June 30,
                                                             (in thousands)
                                                          2004            2003
                                                        -------         -------
REVENUE:

     Financial Services                                 $    20         $  --
     Mortgage Services                                      240            --
     Technology                                              --              33
                                                        -------         -------
         Total revenue                                      260              33

COST OF REVENUE

     Financial Services                                      --             --
     Mortgage Services                                       23             --
     Technology                                              --              18
                                                        -------         -------
                                                             --              18

GROSS MARGIN                                                237              15

OPERATING EXPENSES:
     Product development                                     --               6
     General and administrative                             645             205
     Sales and marketing                                     --              71
     Non-cash stock expense                                  --              28
     Depreciation and amortization                           11             547
                                                        -------         -------
          Total operating expenses                          656             857
                                                        -------         -------

LOSS FROM OPERATIONS                                    $  (419)        $  (842)
                                                        =======         =======


THREE-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES

                                                             Three Months
                                                            ended June 30,
                                                            (in thousands)
                                                         2004            2003
                                                        ------         -------
REVENUE:

     Financial Services                                    7.7%       $   --
     Mortgage Services                                    92.3%           --
     Technology                                             --          100.0%
                                                        ------        -------
         Total revenue                                   100.0%         100.0%

COST OF REVENUE                                            8.9%         54.55%
                                                        ------        -------

GROSS MARGIN                                              91.2%         45.45%

OPERATING EXPENSES:
     Product development                                   --           18.18%
     General and administrative                          245.1%        621.21%
     Sales and marketing                                   --          215.15%
     Non-cash stock expense                                --           84.85%
     Depreciation and amortization                         4.2%       1657.58%
                                                        ------        -------
          Total operating expenses                       252.3%       2596.97%
                                                        ------        -------

LOSS FROM OPERATIONS                                    (161.2)%     (2551.52)%
                                                        ======        =======

<PAGE>


Three Months Ended June 30, 2004 and 2003

Revenue for the three months ended June 30, 2004 increased approximately
$227,000, or 688.33%, from 2003 revenues of $33,000 to $260,000 in 2004. The
increase was primarily a result of a refocus by the Company on the provision of
Financial and Mortgage services. As a percentage of total revenue, Technology
services decreased from 100% for the six months June 30, 2003 to 0% in 2004.
Financial and Mortgage services accounted for 7.7% and 92.3% of revenue
respectively for the three months ended June 30, 2004. The Company began
offering Financial and Mortgage services in the last half of fiscal 2003.

Gross margin increased approximately $222,000 or 1480.5%% from a gross margin of
$15,000 in 2003 to $237,000 in 2004. As a percentage of revenue, gross profit
increased from 45.5% to 91.3%. The increase in the gross margin as a percentage
of revenue was as a result of the Company refocusing on the provision Financial
and Mortgage services and the overall lower costs of revenue associated with
provision of these services.

General and administrative expenses increased approximately $440,000 or 214.6%,
from general and administrative expenses of $205,000 in 2003 to $645,000 in
2004. As a percentage of revenue, general and administrative expenses increased
from 245.1% in 2003 to 621.2% in 2004. The increase in overall general and
administrative expenses occurred primarily as a result of the Company's overall
refocus on the provision of Financial and Mortgage services.

Product development costs decreased from expenses of $6,000 in 2003 to $0 in
2004. The decrease in product development cost is the result of decreased effort
in the areas that Navidec Technology pursued.

Sales and marketing expenses decreased from $71,000 in 2003 to $0 for 2004. The
decrease is due to the decrease of sales and marketing activities related to the
provision of Technology services.

Impairment, depreciation and amortization decreased approximately $536,000 or
97.9% from $547,000 in 2003 to $11,000 in 2004. In fiscal 2003 the Company
recorded a loss of $530,000 due to impairments of fixed assets. Depreciation was
down largely due this fact and also in part to more assets becoming fully
depreciated.

As a result of the items discussed above and other income (expense) items in the
statements of operations, we recorded a net loss of $850,000 and $36,000 for the
three months ended June 30, 2003 and 2004 respectively. Our basic and diluted
loss per share was $1.12 in 2003 versus basic and diluted loss per share of
$0.01 in 2004.

<PAGE>


SIX-MONTH RESULTS OF OPERATIONS
                                                              Six Months
                                                             ended June 30,
                                                             (in thousands)
                                                          2004            2003
                                                        -------         -------
REVENUE:

     Financial Services                                 $    53        $    --
     Mortgage Services                                      408             --
     Technology                                              49             331
                                                        -------         -------
         Total revenue                                      510             331

COST OF REVENUE

     Financial Services                                     --             --
     Mortgage Services                                       39            --
     Technology                                              11             166
                                                        -------         -------
                                                             50             166

GROSS MARGIN                                                460             165

OPERATING EXPENSES:
     Product development                                   --                35
     General and administrative                           1,136             781
     Sales and marketing                                   --               135
     Non-cash stock expense                                   3              41
     Depreciation and amortization                          138           1,080
                                                        -------         -------
          Total operating expenses                        1,277           2,072
                                                        -------         -------

LOSS FROM OPERATIONS                                    $  (817)        $(1,907)
                                                         =======         =======



SIX-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES

                                                             Six Months
                                                            ended June 30,
                                                            (in thousands)
                                                         2004            2003
                                                        ------         -------
REVENUE:

     Financial Services                                   10.4%        $   --
     Mortgage Services                                    80.0%            --
     Technology                                            9.6%          100.0%
                                                        ------         -------
         Total revenue                                   100.0%          100.0%

COST OF REVENUE                                            9.8%           50.2%
                                                        ------         -------

GROSS MARGIN                                              90.2%           49.9%

OPERATING EXPENSES:
     Product development                                   --             10.6%
     General and administrative                          222.8%          239.5%
     Sales and marketing                                   --             40.8%
     Non-cash stock expense                                0.6%           12.4%
     Depreciation and amortization                        27.1%          326.3%
                                                        ------         -------
          Total operating expenses                       250.5%          625.9%
                                                        ------         -------

LOSS FROM OPERATIONS                                    (160.3)%       (576.1)%
                                                        ======         =======

<PAGE>


Six Months Ended June 30, 2004 and 2003

Revenue for the six months ended June 30, 2004 increased approximately $179,000,
or 54.1%, from 2003 revenues of $331,000 to $510,000 in 2004. As a percentage of
total revenue, Technology services decreased from 100% for the six months June
30, 2003 to 9.6% in 2004. Financial and Mortgage services accounted for 10.4%
and 80.0% of revenue respectively for the six months ended June 30, 2004. The
Company began offering Financial and Mortgage services in the last half of
fiscal 2003.

Gross margin increased approximately $295,000 or 178.8% from a gross margin of
$165,000 in 2003 to $460,000 in 2004. As a percentage of revenue, gross profit
decreased from 49.9% to 90.2%. The increase in the gross margin as a percentage
of revenue was as a result of the Company refocusing on the provision Financial
and Mortgage services and the overall lower costs of revenue associated with
provision of these services.

General and administrative expenses increased approximately $355,000 or 45.5%,
from general and administrative expenses of $781,000 in 2003 to $1,136,000 in
2004. As a percentage of revenue, general and administrative expenses decreased
from 235.9% in 2003 to 222.8% in 2004. The decrease in overall general and
administrative expenses was achieved primarily as a result of the Company's
significant efforts to decrease overhead costs and its overall refocus on the
provision of Financial and Mortgage services.

Product development costs decreased from expenses of $135,000 in 2003 to $0 in
2004. The decrease in product development cost is the result of decreased focus
on product development in the areas that Navidec Technology pursues.

Sales and marketing expenses decreased by $135,000 in 2003 to $0 for 2004. The
decrease is due to the decreased of sales and marketing activities related to
the provision of Technology services.

Impairment, depreciation and amortization decreased approximately $942,000 or
87.2% from $1,080,000 in 2003 to $138,000 in 2004. In fiscal 2003 the Company
recorded a loss of $530,000 due to impairments of fixed assets. Depreciation was
down largely due this fact and also in part to more assets becoming fully
depreciated.

As a result of the items discussed above and other income (expense) items in the
statements of operations, we recorded a net loss of $1,872,000 and $362,000 for
the six months ended June 30, 2003 and 2004 respectively. Our basic and diluted
loss per share was $2.65 in 2003 versus basic and diluted loss per share of
$0.15 in 2004.


LIQUIDITY AND CAPITAL RESOURCES

From our inception through June 30, 2004, we have funded our operations
primarily from the following sources:

- equity proceeds through public offerings and private placements of our
  securities;

- revenue generated from operations;

- loans from principal shareholders and employees;

- loans and lines of credit; and

- accounts receivable factoring arrangements made available by banks.

<PAGE>


The Company's financial statements for the three and six months ended June 30,
2004 have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business. The Company has historically reported net losses,
including reporting a net loss of approximately, $36,000 and $362,000 for the
three and six months ended June 30, 2004 respectively and has a working capital
deficit of approximately, $427,000 as of June 30, 2004.

Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive or raise necessary additional debt
and/or equity capital. If substantial losses continue and/or the Company is
unable to raise additional capital, liquidity problems could cause the Company
to curtail operations, liquidate assets, seek additional capital on less
favorable terms and/or pursue other such actions that could adversely affect
future operations. These financial statements do not include any adjustments
relating to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the company be
unable to continue as a going concern. Cash flow from operations has not
historically been sufficient to sustain our operations without the above
additional sources of capital.

As of June 30, 2004, we had cash and cash equivalents of $262,000, and a working
capital deficit of approximately $427,000. This compares with cash and cash
equivalents of $810,000 and working capital of $52,000 as of June 30, 2003.

Cash used by operating activities totaled approximately $858,000 for the six
months ended June 30, 2004 compared with approximately $262,000 for the six
months ended June 30, 2003. The cash used in operating activities is primarily
the result of our operating loss less non-cash expenses for the period.

Cash provided by investing activities for the three months ended June 30, 2004
was $400,000 compared with cash provided by investing activities of $38,000 for
the six months ended June 30, 2003. Cash provided by investing activities for
the six months ended June 30, 2004 was primarily generated by the sale of equity
investments

On January 7, 2004 Navidec extended a promissory note to Mendell-American, Inc.
("Mendell") in the amount of $50,000. Under the terms of the note, Mendell was
to repay the full amount of the note plus accrued interest, at 10% per annum, on
or before July 6, 2004. The note further provided for an automatic extension of
the repayment date to September 30, 2004 if Mendell requested such an extension
and paid 10% of the principal amount of the note on ore before July 6, 2004.
Mendell has requested and Management has granted such an extension as well as a
waiver of the 10% payment. Based on a review of the viability of Mendell's
present development opportunities, and its proposed IPO, completed in connection
with the granting of this extension, Management has concluded that the note
should remain as a viable asset on our balance sheet. However, management
intends to conduct a review again on or before September 30, 2004 and will
re-evaluate its position at that time.

<PAGE>


Cash provided by financing activities was approximately $418,000 during the six
months ended June 30, 2004 compared to cash provided by financing activities of
$904,000 for the three months ended June 30, 2003. The cash provided by
financing activities the six months ended June 30, 2004 was primarily the
proceeds from the sale of common stock and warrants, less payments on our notes
and leases payable. Cash provided by investing activities in the six months
ended June 30, 2004 was primarily from the sale of equity investments.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Navidec is exposed to the impact of interest rate changes and change in the
market values of its investments. Based on our market risk sensitive instruments
outstanding as of June 30, 2004, as described below, we have determined that
there was no material market risk exposure to our consolidated financial
position, results of operations, or cash flows as of such date. We do not enter
into derivatives or other financial instruments for trading or speculative
purposes.

INTEREST RATE RISK - - At June 30, 2004 Navidec's exposure to market rate risk
for changes in interest rates relates primarily to its borrowings. Navidec 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 - Navidec has investments in equity instruments in companies for
business and strategic purposes. These investments are included in other
long-term assets and are accounted for under the cost method since ownership is
less than twenty percent (20%) and Navidec does not assert significant
influence.


INFLATION

The Company does not believe that inflation will have a material impact on our
future operations.


FORWARD LOOKING INFORMATION

Information contained in this report, other than historical information, should
be considered forward looking and reflects management's current views of future
events and financial performance that involve a number of risks and
uncertainties. The factors that could cause actual results to differ materially
include, but are not limited to, the following: general economic conditions and
developments within the Internet and Intranet industries; competition; market
acceptance of our products and services; length of sales cycle; variability of
sales order flow; management of growth; and other risk factors identified from
time to time in the Company's filings with the Securities and Exchange
Commission. These filings are available on-line at http://www.sec.gov.


Item 3.  Controls and Procedures

     (a) Evaluation of disclosure controls and procedures

         Following the discovery of accounting errors in the financial
           statements for the periods ended March 31 and June 30, 2003, as
           described in the annual Report on Form 10-K for the year ended
           December 31, 2003 filed April 14, 2004, the Company initiated a
           number of improvements in its disclosure controls and procedures as
           well as its internal controls, including internal control over
           financial reporting. As a result of these improvements, no additional
           changes are required for the Company's disclosure controls and
           procedures. The Company maintains a system of disclosure controls and
           procedures that are designed for the purposes of ensuring that
           information required to be disclosed in our SEC reports is recorded,
           processed, summarized, and reported within the time period specified
           in the SEC rules and forms, and that such information is accumulated
           and communicated to our management, including the chief Executive
           Officer as appropriate to allow timely decisions regarding required
           disclosure.

           John McKowen who served as the Company's Chief Executive Officer,
           President and Chief Accounting Officer, after evaluating the
           effectiveness of the Company's disclosure controls and procedures (as
           defined in Exchange Act Rules 13a-14(c) as of March 31, 2004 (the
           "Evaluation Date") concluded that as of the Evaluation Date, the
           Company's disclosure controls and procedures were adequate and
           effective to ensure that material information relating to the Company
           and its consolidated subsidiaries would be made known to them by
           individuals within those entities, particularly during the period in
           which this report was being prepared, and that information required
           to be disclosed in our SEC reports is recorded, processed, summarized
           and reported within the time periods specified in the SEC's rules and
           forms.

<PAGE>


     (b) Changes in internal controls.

           There were no significant changes in the Company's internal controls
           or in other factors that could significantly affect the Company's
           disclosure controls and procedures subsequent to the Evaluation Date,
           nor any significant deficiencies or material weaknesses in such
           disclosure controls and procedures requiring corrective actions. As a
           result, no corrective actions were taken.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings


In 1999 Navidec purchased a software system and one year of support services
from Oracle Corporation (the "Vendor"). In the transaction, Navidec executed a
payment plan agreement. The Vendor subsequently assigned the payment plan
agreement to CIT Financial USA, Inc. (the "Finance Company"). On September 2,
2002 the Finance Company brought an action in Arapahoe County District
Court,State of Colorado, under the payment plan agreement, alleging that Navidec
had defaulted and owed $242,146 plus interest at 1.5 % from October 1, 2001,
attorneys fees, costs and expenses under the payment plan agreement. As
defenses, Navidec asserted, among other claims, that it had reached an agreement
with the original vendor on January 28, 2002 whereby the Vendor agreed that if
Navidec packaged all unused software and documentation and removed the unused
software from its systems, the return of the software would end all of Navidec's
rights to use the software and would end all payment obligations. In addition,
Navidec asserted that the Vendor breached its agreement to provide sales and
customers to Navidec. Navidec also asserted counterclaims and third party claims
against the Vendor for promissory estoppel and breach of contract. Because there
was a risk that at trial judgment could be entered against Navidec for some or
all of the amount sought by the Finance Company plus costs and reasonable
attorneys' fees, on May 11, 2004 management entered into a settlement agreement
with the Finance Company whereby Navidec agreed to pay the Finance Company a
lump sum amount of $95,000 in full settlement of all claims.

On October 10, 2003, our former Chief Financial Officer ("CFO") filed a Demand
For Arbitration against the Company relating to sums that the CFO claimed were
owing to him from the Company as a result of his employment being terminated. He
sought to recover $452,508, plus statutory penalties, attorneys' fees, costs and
pre-judgment interest. Navidec filed counterclaims in the arbitration for breach
of contract, breach of fiduciary duty, and conversion and seek damages of $1
million to $5 million. On April 30, 2004 management entered into a settlement
agreement with the CFO whereby Navidec agreed to pay the CFO a lump sum amount
of $105,000 in full settlement of this matter.

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


Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
        Securities

On September 2, 2003, the Company began a private placement offering of up to
1,250,000 units at $1, each unit consisting of one common share, one "A" Warrant
and one "B" Warrant. The "A" Warrant is exercisable at $2.00 until August 31,
2005. The Company has the right to call the "A" warrant if the trading price of
Navidec common stock is above $2.00 for more than 10 consecutive trading days.
The "B" Warrant is exercisable at $4.00 and expires on August 31, 2005. The
Company has the right to call the warrant if the trading price of Navidec common
stock is above $4.00 for more than 10 consecutive trading days. The Company
closed the private placement on January 30, 2004. The Company sold a total of
564,500 units for gross proceeds of $564,000.

On July 12, 2004, Navidec issued a press release announcing that it had entered
into a definitive merger agreement with BPZ Energy, Inc. which will become a
wholly owned subsidiary of Navidec in a tax free share exchange. Navidec will
change its name to BPZ Energy, Inc. In the same press release Navidec announced
that it had withdrawn from the merger announced on April 22, 2004, which was
intended to acquire Livermore Energy Corporation and BPZ Energy, Inc. Under the
terms of the agreement current Navidec shareholders will initially own
approximately 50% of BPZ. Existing BPZ shareholders will have the right to earn
out up to an additional 18 million shares, which would leave current Navidec
shareholders with approximately 25% of the combined companies fully diluted. The
plan of merger still provides that all of the current business operations,
assets and liabilities of Navidec will be shifted to its wholly owned
subsidiary, Navidec Financial Services, Inc. which will be followed by a
spin-off of Navidec Financial Services, Inc. to the current shareholders on a
pre-merger basis. Navidec plans to file a Registration Statement with the
Securities and Exchange Commission to permit the spin-off of the Navidec
Financial Services, Inc. shares to the Navidec shareholders of record on a date
immediately prior to the closing of merger with BPZ Energy, Inc. The press
release and the definitive merger agreement are attached as exhibits to this
filing.

On August 9, 2004, Navidec issued a press release announcing that pursuant to
its merger agreement dated July 8, 2004 with BPZ Energy, Inc., it has set
August 30, 2004 as the record date for the spin-off of its wholly-owned
subsidiary Navidec Financial Services, Inc. Navidec shareholders of record on
this date will receive one share of Navidec Financial Services, Inc. common
stock for each share of Navidec common stock that they own. The press release is
attached as an exhibit to this filing.


<PAGE>


Item 5.  Other Information

On April 26, 2004, Navidec issued a press release announcing that it had entered
into a definitive merger agreement with Lider Group S.A. ("Lider") and Bond
Energy Corporation ("Bond") that provides for the acquisition of Livermore
Energy Corporation and BPZ Energy, Inc., which will become wholly-owned
subsidiaries of Navidec, Inc. in a tax free stock exchange. Navidec will issue
up to a maximum of 25.5 million shares of its common shares in exchange for all
of the issued and outstanding shares of BPZ and Livermore. At closing, which is
expected to occur on or about June 24, 2004, a total of 9,370,000 shares will be
issued. The agreement provides that additional earn-out shares of up to
16,130,000 Navidec shares will be issued once the capital structure of Navidec
has been changed to accommodate this issuance and if Livermore and BPZ attain
certain other goals.

In the same press release, Navidec announced that it was shifting all of its
businesses, assets and liabilities into its wholly-owned subsidiary, Navidec
Financial Services, Inc., and that it planned on filing a Registration
Statement with the Securities and Exchange Commission to permit the spin-off of
the Navidec Financial Services, Inc. shares to the Navidec shareholders of
record on a date immediately prior to the closing of the acquisition of
Livermore and BPZ. The press release and the definitive merger agreement are
attached as exhibits to this filing.

Item 6. Exhibits and Reports on Form 8-K

    (a) Exhibits.

         2.1 Press Release dated July 26, 2004. (1)

         2.2 Merger Agreement dated as of July 8, 2004, by and among the
         Company and BPZ Energy, Inc. (1)

         2.3 Press Release dated August 9, 2004. (2)

         10.1 Employment Agreement with John R. McKowen dated September 1, 2003.

         31.1 Certification of Chief Executive Officer pursuant to Section 302
         of the Sarbanes - Oxley Act of 2002. Filed herewith.

         32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted
         pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. Filed
         herewith

(1) Incorporated by reference from the Form 8-K filed on July 13,2004. (2)
Incorporated by reference from the Form 8-K filed on August 10,2004.

            (b) Reports on Form 8-K

                  On July 13, 2004 Navidec filed a Report on Form 8-K with the
                  Securities and Exchange Commission disclosing, under Item 5
                  that On July 12, 2004, Navidec issued a press release
                  announcing that it had entered into a definitive merger
                  agreement with BPZ Energy, Inc. which will become a wholly
                  owned subsidiary of Navidec in a tax free share exchange.
                  Navidec will change its name to BPZ Energy, Inc. In the same
                  press release Navidec announced that it had withdrawn from the
                  merger announced on April 22, 2004, which was intended to
                  acquire Livermore Energy Corporation and BPZ Energy, Inc.
                  Under the terms of the agreement current Navidec shareholders
                  will initially own approximately 50% of BPZ. Existing BPZ
                  shareholders will have the right to earn out up to an
                  additional 18 million shares, which would leave current
                  Navidec shareholders with approximately 25% of the combined
                  companies fully diluted. The plan of merger still provides
                  that all of the current business operations, assets and
                  liabilities of Navidec will be shifted to its wholly owned
                  subsidiary, Navidec Financial Services, Inc. which will be
                  followed by a spin-out of Navidec Financial Services, Inc. to
                  the current shareholders on a pre-merger basis. Navidec plans
                  to file a Registration Statement with the Securities and
                  Exchange Commission to permit the spin-off of the Navidec
                  Financial Services, Inc. shares to the Navidec shareholders of
                  record on a date immediately prior to the closing of merger
                  with BPZ Energy, Inc.

                  On August 10, 2004 Navidec filed a Report on Form 8-K with the
                  Securities and Exchange Commission disclosing, under Item 5
                  that On August 9, 2004, Navidec issued a press release
                  announcing that pursuant to it's merger agreement dated July
                  8, 2004 with BPZ Energy, Inc., it has set August 30, 2004 as
                  the record date for the spin-off of its wholly-owned
                  subsidiary Navidec Financial Services, Inc. Navidec
                  shareholders of record on this date will receive one share of
                  Navidec Financial Services, Inc. common stock for each share
                  of Navidec common stock that they own.

<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



                                           NAVIDEC, INC.

                                           By  /s/  John McKowen
                                             --------------------------------
                                                    John McKowen
                                                    CEO, President and
                                                    Principal Accounting Officer

                                                    Date:  August 13, 2004