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

                                    FORM 8-K

                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported)
                               September 10, 2004

                                  Navidec, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Colorado                     0-29098                 33-0502730
            --------                     -------                 ----------
(State or other jurisdiction          (Commission              (IRS Employer
        of incorporation)             File Number)           Identification No.)


        Fiddler's Green Center, 6399 S. Fiddler's Green Circle, Suite 300
                        Greenwood Village, Colorado 80111
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (303) 222-1000


                                 Not applicable
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

[__] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240. 14a-12)

[__] Pro-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[__] Pro-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.l3e-4(c))

<PAGE>


ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

     As announced in a press release dated September 9, 2004, the Registrant has
closed, effective September 10, 2004, the Merger transaction contemplated by
that certain Merger Agreement dated July 8, 2004, by and among the Registrant,
Merger Corp. and BPZ, as filed as Exhibit 10.1 to the Form 8-K filed on July 13,
2004, pursuant to which:

     (i)  Merger Corp. merged with and into BPZ;

     (ii) the former BPZ shareholders were issued 9,000,000 shares of the
          Registrant's common stock; and

    (iii) the parties entered into a Closing Agreement (Exhibit 10.01 to this
          Form 8-K) which made minor amendments to the Merger Agreement as
          necessary to close the transaction.

     In addition, in satisfaction of a condition to the Merger, the Registrant
closed on the issuance of 1,688,500 shares of common stock pursuant to the
Private Placement at $2 /share for total gross proceeds as of the date of this
filing of $3,377,000. Also, in consideration for its assumption of the
Registrant's pre-Merger liabilities, as a required condition to the Merger, NFS
was issued 604,246 common shares of the Registrant. The share certificates
issued to NFS and to subscribes in the Private Placement as described above were
dated September 9, 2004, the record date for the spin-off of NFS to the
Registrant's shareholders, as described in the Form 8-K filed July 13, 2004.

     The Merger Agreement also provides that all of the business assets and
liabilities of Navidec are to be assigned to and assumed by Navidec Financial
Services, Inc., a wholly owned subsidiary of Navidec, and all of the shares of
Navidec Financial Services, Inc. will be spun out to the shareholders of Navidec
on a pre-merger basis. This "spin off" transaction will require registration
with the Securities and Exchange Commission ("SEC") and therefore may take some
time to finalize. However, the shareholders of record of Navidec as of September
9, 2004 will be the recipients of all of the shares of Navidec Financial
Services, Inc.

     Also as required of a condition to the Merger, there occurred a change in
control of the Board of Directors of the Registrant effective September 10,
2004, as described in the Information Statement filed September 1, 2004, as
required by Section 14(f) of the Securities Exchange Act of 1934, as amended,
and Rule 14f-1 promulgated thereunder.

     Pursuant to the Merger, the Registrant acquired BPZ as a wholly-owned
subsidiary.

                          DESCRIPTION OF BPZ'S BUSINESS

Overview

     BPZ was established in 2001 as an oil and gas exploration and production
(E&P) company. BPZ is headquartered in Houston, Texas and has a fully staffed
office in Lima, Peru.

                                       2

<PAGE>


     BPZ's business is to develop, own and operate prospects and energy projects
in South America. Currently, BPZ has exclusive rights and licensing agreements
for oil and gas exploration and production covering a total approximately 2.75
million acres in four basins of NW Peru, owns a non-operating interest in
production in SW Ecuador, has executed and is in the process of negotiating
additional marketing agreements for gas sales with several power companies in
the region, and is seeking to acquire additional oil producing properties with
excellent upside potential in these two countries, as well as in Argentina and
Venezuela.

BPZ's Current Portfolio of Properties in Peru

     BPZ has expanded its exploration base in NW Peru by acquiring a 100%
interest in Block XIX, Block Z1, and Areas XVI and VI, located in the adjacent
basins of Tumbes, Talara, and Lancones. These four blocks occupy a combined area
of approximately 1.1 million hectares (approximately 2.75 million acres). BPZ
has exercised its preferential right to increase its original minority
participation under the License Contract for the Z-1 Block to 100%, subject to
final Peruvian agency approval. The term of a License Contract in Peru is 40
years for gas exploration, development and production and 30 years for oil
exploration, development and production. See map of the Company's Peru
Properties in Appendix III.

                      BPZ'S EXPLORATION PROJECTS IN NW PERU
--------------------------------------------------------------------------------

 BLOCK              BASIN                  AREA                       BPZ's
                                                                  Participation
                               -----------------------------    ----------------
                                  (hectares)    (acres)(1)             (%)
============ ================  ============== ==============    ================
  Z-1        Tumbes                299,273       739,205              100%
  XIX        Tumbes/Talara         191,441       472,860              100%
  XVI        Talara                 43,358       107,095              100%
  VI         Lancones              584,305     1,443,232              100%
                               -------------- --------------
             TOTAL ===>          1,118,377     2,762,391
                               ============== ==============

           Note: (1) Conversion ratio of 2.47 acres per 1 hectare

Description of Block Z-1

Block Z-1, a coastal offshore area encompassing 299,273 hectares (740,000 acres)
is uniquely situated at the southern end of the Gulf of Guayaquil.

Description of Block XIX

Block XIX covers about 200,000 hectares lying entirely onshore and adjacent to
Block Z-1 within the Tumbes basin of Oligocene-Neogene age.

                                       3

<PAGE>


Description of Area XVI

Block XVI is located onshore in NW Peru, within the Department of Piura,
Province of Talara, and has an extension of 44,358.2 hectares (equivalent to
109,609.1 acres). Area XVI lies about 85 kilometers to the N.E. of the city of
Talara, within the District of El Alto, and immediately to the east of Block X,
currently operated by Petrobras Energia S.A., the largest producing block in the
Talara Basin.

Description of Area VI

Area VI is located onshore in Northwest Peru, within the region known as
Department of Piura, and covering parts of the Provinces of Talara, Sullana,
Piura and Paita. Area VI has an areal extension of 584,437.7 hectares,
equivalent to 1,443,561.2 acres, covering nearly the entire Lancones Basin.

Employees

     As of June 1, 2004 BPZ employed 10 full-time employees (of which 4 are
executive officers) and 4 part-time employees. BPZ believes that its
relationship with its employees is satisfactory. None of the employees are
represented by a union.

Facilities

     BPZ has offices at 11999 Katy Freeway, Suite 560, Houston, Texas consisting
of a large board meeting room, 10 offices for the executive and technical staff,
work station room, drafting room, storage and computer facilities, including a
full work station. The facilities abroad include offices at Av. Canaval y
Moreyra 425, Office #81, San Isidro, Lima 27, Peru for the executives and staff
and computer facilities.

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT.

     The Merger Agreement provides for the issuance by Navidec of 9,000,000
shares of its common stock and the issuance of an additional approximate
18,000,000 shares to the shareholders of BPZ on an earn-out basis once BPZ has
achieved certain production and reserve goals and the capital structure of
Navidec has been revised to accommodate the issuance of these additional shares.
Should all of the earn-out shares be earned, under the current Merger Agreement,
the shareholders of BPZ would receive, in the aggregate, 27,000,000 shares of
common stock of Navidec.

     Assuming the issuance of all of the shares of Navidec common stock subject
to the earn-out, the post-Merger Navidec would be owned approximately 22.5% by
(i) our new investors in the Company who acquired their shares in a private
placement of the Company's common stock to raise up to $6 million on a best
efforts all or none $3 million minimum (the "Private Placement"), and (ii) the
legacy Navidec shareholders, and approximately 77.5% by the BPZ shareholders.

                                       4

<PAGE>


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of consummation of the Merger
but prior to the issuance of any Merger earn-out shares, concerning the
beneficial ownership of Navidec's common stock by each person who beneficially
owns more than five percent of the common stock; by each of Navidec's executive
officers and directors; and by all executive officers and directors as a group.

                                    Number of Shares of           Percent of
  Name and Address of                  Common Stock                Beneficial
   Beneficial Owner (1)             Beneficially Owned            Ownership(2)
   --------------------             ------------------            ------------

Thomas Kelly                            1,749,246                      11.1%
Manuel Pablo Zuniga-Pflucker            1,668,005                      10.6%
Fernando Zuniga y Rivero                1,668,005                      10.6%
John R. Roberson                          358,357                       2.3%
Gordon Gray (3)                         1,873,058                      11.9%
John McKowen
6399 S. Fiddler's Green Circle
Suite 300
Greenwood Village, CO 80111                498,362                      3.2%
All directors and executive
officers as a
group (6 Persons)                        7,815,033                     49.8%

     Rule 13d-3 under the Securities Exchange Act of 1934, provides the
determination of beneficial owners of securities. That rule includes as
beneficial owners of securities, any person who directly or indirectly has, or
shares, voting power and/or investment power with respect to such securities.
Rule 13d-3 also includes as a beneficial owner of a security any person who has
the right to acquire beneficial ownership of such security within sixty days
through means, including, the exercise of any option, warrant or conversion of a
security. Any securities not outstanding which are subject to such options,
warrants or conversion privileges are deemed to be outstanding for the purpose
of computing the percentage of outstanding securities of the class owned by such
person. Those securities are not deemed to be outstanding for the purpose of
computing the percentage of the class by any other person. Included in this
table are only those derivative securities that have exercise prices which it is
reasonable to believe could be "in the money" within the next sixty days.

     (1)  Except as indicated herein, the business address for each person is
          11999 Katy Freeway, Suite 560, Houston, Texas 77079.
     (2)  Assumes 5.2 million shares and options outstanding in Navidec plus the
          1.5 million shares issued in the minimum private offering to close
          plus 9 million shares issued in the Merger for a total outstanding for
          the purpose of this calculation of 15.7 million shares.
     (3)  All of these shares are owned by Allied Crude Purchase, Inc., a
          company controlled by Mr. Gray.
     (4)  The Merger Agreement provides for an initial issuance of 9,000,000
          shares of Navidec, Inc. common stock with earn-out provisions
          providing for an additional 18,000,000 shares (the "Earn-out Shares")

                                       5

<PAGE>


          should two independent production and reserve benchmarks be reached.
          The table below shows the beneficial ownership if all earn-out shares
          are issued.


             Thomas Kelly                                        5,247,792
             Gordon Gray                                         5,619,174
             Fernando Zuniga y Rivero                            5,004,015
             John R. McKowen                                       498,362
             Manuel Pablo Zuniga-Pflucker                        5,004,015
             All directors and executive officers as a          15,754,130
             Group (Four Persons)

     Only Mr. McKowen will remain a director as Messrs. Armijo and Coppage
resigned as required by the Merger Agreement. Effective September 10, 2004,
Messrs. Zuniga y Rivera, Thomas Kelly and Zuniga Pflucker became directors,
which in turn appointed Mr. Kelly as Chief Executive Officer, Mr. Zuniga
Pflucker as President, Mr. Roberson as Vice President and General Counsel and
Mr. Gray as Vice President of Project Development, all deemed executive
officers.

                                       6
<PAGE>


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (a) Financial Statements of Business Acquired.

What follows are the audited financial statements for BPZ Energy Inc. for the
years ended December 31, 2003. Additional financial information including pro
forma financial information will be filed by amendment as soon as the
information is available but not later than the 71st day following this filing.

     (c) Exhibits.

         10.1     Closing Agreement

         10.2     Merger Agreement (incorporated by references to Exhibit 10.1
                  to Form 8-K filed July 13, 2004 (SEC File No. 0-29098)

                                       7


<PAGE>


                        CONSOLIDATED FINANCIAL STATEMENTS
                            AND REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

                         BPZ ENERGY, INC. AND SUBSIDIARY

                           DECEMBER 31, 2003 and 2002



                                       8
<PAGE>



                                TABLE OF CONTENTS

                                                                           Page

Report of Independent Certified Public Accountants..........................10
CONSOLIDATED FINANCIAL STATEMENTS...........................................11
CONSOLIDATED BALANCE SHEETS.................................................12
CONSOLIDATED STATEMENTS OF OPERATIONS.......................................13
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT............................14
CONSOLIDATED STATEMENTS OF CASH FLOWS.......................................15


                                       9

<PAGE>


JOHNSON, MILLER & CO.                                              Odessa, Texas
Certified Public Accountants                                      Midland, Texas
A Professional Corporation                                     Hobbs, New Mexico
---------------------------------------------
An Independent Member Of BDO Seidman Alliance



               Report of Independent Certified Public Accountants


To the Board of Directors and Stockholders
BPZ Energy, Inc. and Subsidiary
Midland, Texas

We have audited the consolidated balance sheets of BPZ Energy, Inc. and
Subsidiary as of December 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the years
ended December 31, 2003, 2002 and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of BPZ Energy, Inc. and
Subsidiary at December 31, 2003 and 2002, and the results of its operations and
its cash flows for the years ended December 31, 2003, 2002 and 2001 in
conformity with accounting principles generally accepted in the United States of
America.

                                              Johnson, Miller & Co.


Odessa, Texas
April 27, 2004



     2626 JBS Parkway, Suite A-200 o Odessa, Texas 79761 o (432)362-3800 o
                       Fax (432)362-4476 o audit@jmcpa.com
                                           ---------------

                                       10
<PAGE>





                        CONSOLIDATED FINANCIAL STATEMENTS



                                       11

<PAGE>
<TABLE>
<CAPTION>


                                        BPZ Energy, Inc. and Subsidiary

                                         CONSOLIDATED BALANCE SHEETS

                                                December 31,

                                                   ASSETS

                                                                             2003                   2002
                                                                          ----------             ---------
<S>                                                                       <C>                    <C>
CURRENT ASSETS
  Cash and cash equivalents (notes A3 and B)                              $   8,156                 21,962
                                                                          ---------              ---------
      Total current assets                                                    8,156                 21,962
                                                                          ---------              ---------
DUE FROM AFFILIATE (note E)                                                 162,890                   --
OTHER ASSETS
  Performance bond                                                          240,000                   --
  Other                                                                       4,180                  4,180
                                                                          ---------              ---------
Total other assets                                                          244,180                  4,180
                                                                          ---------              ---------
TOTAL ASSETS                                                              $ 415,226              $  26,142
                                                                          =========              =========

                                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Due to affiliate (note E)                                                 $    --                  286,380
Accounts payable                                                             10,475                  5,859
Accrued liabilities                                                          14,650                  4,180
                                                                          ---------              ---------
      Total current liabilities                                              25,125                296,419
LONG-TERM LIABILITIES
  Long-term debt (notes C and G)                                            755,000                   --
                                                                          ---------              ---------
Total liabilities                                                           780,125                296,419
COMMITMENTS AND CONTINGENCIES (note F)                                         --                     --
STOCKHOLDERS' DEFICIT
  Common stock, $1.00 par value, 1,000,000 shares authorized;
    1,000 shares issued and outstanding                                       1,000                  1,000
  Accumulated deficit                                                      (365,899)              (271,277)
                                                                          ---------              ---------
Total stockholders' deficit (364,899 ) (270,277 )                          (364,899)              (270,277)
                                                                          ---------              ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $ 415,226                 26,142
                                                                          =========              =========

                 The accompanying summary of accounting policies and footnotes are an integral
                            part of these consolidated financial statements.

                                                    12
<PAGE>



                                    BPZ Energy, Inc. and Subsidiary

                                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                        Years Ended December 31,

                                                   2003                    2002                    2001
                                                 --------                --------                --------
Revenue                                          $   --                      --                      --
Operating expenses:
  Payroll                                          67,145                  82,109                  68,888
  General and administrative                       27,951                  71,427                  39,956
  Other operating expense                             843                   4,370                   2,206
  Taxes, except income                                128                     209                    --
                                                 --------                --------                --------
      Total operating expenses                     96,067                 158,115                 111,050
                                                 --------                --------                --------
Net loss from operations                          (96,067)               (158,115)               (111,050)
Other income:
  Miscellaneous income                              1,445                    --                     5,162
                                                 --------                --------                --------
Total other income                                  1,445                    --                     5,162
                                                 --------                --------                --------
Net loss before income taxes                      (94,622)               (158,115)               (105,888)
Income taxes (notes A5 and D)                        --                      --                      --
                                                 --------                --------                --------
NET (LOSS)                                       $(94,622)               (158,115)               (105,888)
                                                 ========                ========                ========


             The accompanying summary of accounting policies and footnotes are an integral
                            part of these consolidated financial statements.

                                                    13


<PAGE>


                                       BPZ Energy, Inc. and Subsidiary

                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                              Years Ended December 31, 2003, 2002 and 2001


                                                                       Additional
                                            Common Stock                Paid-in         Accumulated        Total
                                       Shares          Amount           Capital           Deficit          Deficit
                                       ------          ------           -------           -------          -------

Balance, January 1, 2001                 --           $   --               --             (7,274)           (7,274)
  Issuance of common stock              1,000            1,000             --               --               1,000
  Net loss for the year                  --               --               --           (105,888)
                                     --------         --------         --------         --------          --------
Balance, December 31, 2001              1,000            1,000             --           (113,162)
  Net loss for the year                  --               --               --               --            (158,115)
                                     --------         --------         --------         --------          --------
Balance, December 31, 2002              1,000            1,000             --           (271,277)
  Net loss for the year                  --               --               --            (94,622)          (94,622)
                                     --------         --------         --------         --------          --------
Balance, December 31, 2003              1,000         $  1,000             --               --            (365,899)
                                     ========         ========         ========         ========          ========

                         The accompanying summary of accounting policies and footnotes are an integral
                                      part of these consolidated financial statements.

                                                             12


<PAGE>



                                             BPZ Energy, Inc. and Subsidiary

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Years Ended December 31,


                                                               2003               2002                 2001
                                                            ----------          ---------           ---------

Increase (Decrease) in Cash and Cash Equivalents
Cash flows from operating activities:
  Net loss                                                  $ (94,622)           (158,115)           (105,888)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Changes in operating assets and liabilities:
    Other assets                                             (240,000)             (2,680)             (1,500)
    Accounts payable                                            4,616              (2,069)              4,603
    Accrued liabilities                                        10,470               4,180                --
    Other liabilities                                            --                  --                  --
                                                            ---------           ---------           ---------
  Net cash used in operating activities                      (319,536)           (158,684)           (102,785)
                                                            ---------           ---------           ---------
Cash flows from investing activities:
  Issuance of long-term debt                                  755,000                --                  --
                                                            ---------           ---------           ---------
  Net cash provided by investing activities                   755,000                --                  --
                                                            ---------           ---------           ---------
Cash flows from financing activities:
  Due from affiliate                                         (162,890)               --                  --
  Due to affiliate                                           (286,380)            165,770             113,960
  Issuance of common stock                                       --                  --                 1,000
                                                            ---------           ---------           ---------
  Net cash (used in) provided by financing activities        (449,270)            165,770             114,960
                                                            ---------           ---------           ---------
Net (decrease) increase in cash and cash equivalents          (13,806)              7,086              12,175
Cash and cash equivalents at beginning of year                 21,962              14,876               2,701
                                                            ---------           ---------           ---------
Cash and cash equivalents at end of year                    $   8,156              21,962              14,876
                                                            =========           =========           =========


                       The accompanying summary of accounting policies and footnotes are an integral
                                  part of these consolidated financial statements.

                                                          15

</TABLE>

<PAGE>


NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1. Organization

BPZ Energy, Inc. (the Company) was founded in 2001 under the laws of the State
of Texas. It is an independent energy corporation engaged in the exploration
for, and the acquisition, development, production and sale of natural gas and
crude oil.

The Company's strategy includes three points. The first is to acquire
exploration and production license contracts in prospective acreage next to
existing production, infrastructure, and emerging markets. The second is to
acquire the best producing properties with the most upside potential. The third
is to develop integrated projects, including gas exports, power generation, and
liquefied petroleum gas sales.

     2. Basis of Presentation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. Intercompany balances and transactions have been
eliminated.

Management uses estimates and assumptions in preparing the consolidated
financial statements in accordance with accounting principles generally accepted
in the United States of America. Those estimates and assumptions affect the
reported amounts of assets, liabilities, revenues and expenses in the
consolidated financial statements, and the disclosure of contingent assets and
liabilities. Actual results could differ from these estimates.

     3. Cash and Cash Equivalents

The Company considers cash on hand, cash on deposit in banks, money market
mutual funds and highly liquid debt instruments purchased with a maturity of
three months or less to be a cash equivalent.

     4. Impairment of Long-Lived Assets

The Company periodically evaluates the recoverability of the carrying value of
its long-lived assets and identifiable intangibles by monitoring and evaluating
changes in circumstances that may indicate that the carrying amount of the asset
may not be recoverable. Examples of events or changes in circumstances that
indicate that the recoverability of the carrying amount of an asset should be
assessed include but are not limited to the following: a significant decrease in
the market value of an asset, a significant change in the extent or matter in
which an asset is used or a significant physical change in an asset, a
significant adverse change in legal factors or in the business climate that
could affect the value of an asset or an adverse action or assessment by a
regulator, an accumulation of costs significantly in excess of the amount
originally expected to acquire or construct an asset, and/or a current period
operating or cash flow loss combined with a history of operating or cash flow
losses or a projection or forecast that demonstrates continuing losses
associated with an asset used for the purpose of producing revenue.

                                       16

<PAGE>


The Company considers historical performance and anticipated future results in
its evaluation of potential impairment. Accordingly, when indicators or
impairment are present, the Company evaluates the carrying value of these assets
in reaction to the operating performance of the business and future discounted
and nondiscounted cash flows expected to result from the use of these assets.
Impairment losses are recognized when the sum of expected future cash flows are
less than the assets' carrying value.

     5. Income Taxes

The Company accounts for income taxes using the liability method. Under this
method, deferred tax assets and liabilities are determined based on differences
between the financial reporting and tax basis of assets and liabilities, and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.

     6. Environmental

The Company is subject to certain national, district, and local environmental
laws and regulations. These laws, which are constantly changing, regulate the
discharge of materials into the environment and may require the Company to
remove or mitigate the environmental effects of the disposal or release of
petroleum or chemical substances at various sites.

Environmental costs that relate to current operations are expensed or
capitalized as appropriate. Costs are expensed when they relate to an existing
condition caused by past operations and will not contribute to current or future
revenue generation. Liabilities related to environmental assessments and/or
remedial efforts are accrued when property or services are provided or can be
reasonably estimated.

     7. New Accounting Pronouncements

In September 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring). This Statement
improves financial reporting by requiring that a liability for a cost associated
with an exit or disposal activity be recognized and measured initially at fair
value only when the liability is incurred. The accounting for similar events and
circumstances will be the same, thereby improving the comparability and
representation faithfulness of reported financial information. The provisions of
this Statement are effective for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation--Transition and Disclosure, an amendment of SFAS No. 123,
Accounting for Stock-Based Compensation. This Statement amends SFAS No. 123, to
provide alternative methods of transition for a voluntary change to the fair
value method of accounting for stock-based employee compensation. In addition,
this Statement amends the disclosure requirements of SFAS No. 123 to require

                                       17

<PAGE>


prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of the method
used on reported results. Certain of the disclosure modifications are required
for fiscal years ending after December 15, 2002.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities. The objective of this interpretation is to provide
guidance on how to identify a variable interest entity (VIE) and determine when
the assets, liabilities, noncontrolling interests, and results of operations of
a VIE need to be included in a company's consolidated financial statements. A
company that holds variable interests in an entity will need to consolidate the
entity if the company's interest in the VIE is such that the company will absorb
a majority of the VIE's expected losses and/or receive a majority of the
entity's expected residual returns, if they occur. FIN 46 also requires
additional disclosures by primary beneficiaries and other significant variable
interest holders. The provisions of this interpretation became effective upon
issuance.

In December 2003, the FASB issued a revised Interpretation No. 46, Consolidation
of Variable Interest Entities, replacing the original Interpretation issued in
January 2003. The revised Interpretation provides guidance on when certain
entities should be consolidated or the interests in those entities should be
disclosed by enterprises that do not control them through majority voting
interest. Under the revised Interpretation, entities are required to be
consolidated by enterprises that lack majority voting interest when equity
investors of those entities have insignificant capital at risk or they lack
voting rights, the obligation to absorb expected losses, or the right to receive
expected returns. Entities identified with these characteristics are called
variable interest entities and the interests that enterprises have in these
entities are called variable interests. These interests can derive from certain
guarantees, leases, loans or other arrangements that result in risks and rewards
that are disproportionate to the voting interests in the entities. The
provisions of the revised Interpretation must be immediately applied for
variable interest entities created after January 31, 2003 and for variable
interests in entities commonly referred to as "special purpose entities." For
all other variable interest entities, implementation is required by March 31,
2004. The Company has no VIE's thus the implementation of this Statement has no
current effect.

In July 2003, the FASB issued SFAS No. 149, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149
improves financial reporting of derivatives by requiring contracts with
comparable characteristics be accounted for similarly. This Statement also
incorporates clarifications of the definition of a derivative. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150
requires that an issuer classify a financial instrument that is within its scope
as a liability. Many of those instruments were previously classified as equity
such as common or preferred shares that are mandatorily redeemable-that embody
an unconditional obligation requiring the issuer to redeem the shares by
transferring its assets at a specified date or upon an event that is certain to
occur. The provisions of this Statement shall be effective for the first fiscal
period beginning after December 15, 2004.

                                       18

<PAGE>


Management does not believe the new pronouncements will have a material impact
on its financial statements.

NOTE B - CONCENTRATIONS OF CREDIT RISK

The Company maintains cash balances at two financial institutions, which at
times may exceed federally insured limits. The Company has not experienced any
losses in such accounts and believes that it is not exposed to any significant
credit risks on such accounts.

NOTE C - LONG-TERM DEBT

Long-term debt at December 31, 2003, consisted of the following:

Note payable to individual, unsecured,                           $240,000
interest due in 24 monthly payments of
7% at December 31, 2003 and principal
due at maturity at February 2006.

Note payable to individual, unsecured,                            515,000
interest due in 24 monthly payments of 7%                        --------
at December 31, 2003 and principal due at
maturity at February 2006.
                                                                 $755,000
                                                                 ========

NOTE D - INCOME TAXES

There was no income tax expense or benefit to report for the years ended
December 31, 2003, 2002 and 2001. A reconciliation of income taxes at the
statutory rate to the Company's effective rate is as follows for the years ended
December 31:

                                                2003            2002
                                              --------        --------

Computed at the expected statutory rate       $(32,154)        (55,007)
State income tax-net of Federal                   --              --
tax benefit
Other                                             --              --
Less valuation allowance                        32,154          55,007
Income taxes $                                    --              --

                                                                2001
                                                              --------

Computed at the expected statutory rate                       $(36,002)
State income tax-net of Federal tax benefit                       --
Other                                                             --
Less valuation allowance                                        36,002
Income taxes                                                  $   --

As of December 31, 2003, the Company has net operating loss carry-forwards
totaling approximately $87,000 for federal and state income tax purposes
expiring in 2022 through 2023.

NOTE E - RELATED PARTY TRANSACTIONS

At December 31, 2003, the Company had a receivable of approximately $162,800 due
from an affiliate. The receivable was primarily due to certain operating
reimbursements.

At December 31, 2002, the Company had a payable of approximately $286,300 due to
an affiliate. The payable was primarily a result of administrative services
provided by the affiliate.

NOTE F - COMMITMENTS AND CONTINGENCIES

On February 18, 2003, PERUPETRO S.A. and BPZ Energy, Inc., Sucursal Peru, signed
the Technical Evaluation Agreement for Area XIX, with the purpose of performing
a detailed and integral study of the Agreement Area, to evaluate hydrocarbon
potential and to identify the most prospective areas, through the execution of

                                       19

<PAGE>


an established Work Program, during the term of twenty four (24) months. Area
XIX is located between the Provinces of Tumbes and Zarumilla in the Department
of Tumbes, and has an extension of seventy-six thousand eight hundred
eighty-seven and eight hundred ninety-three hundredths hectares (76,887.893 ha).
BPZ Energy, Inc., Sucursal Peru is a subsidiary of BPZ Energy, Inc., with
headquarters in Houston, Texas, USA. We consider the contribution of this
enterprise in the evaluation of the area will be very important taking in
consideration their large experience and knowledge of the Talara and
Tumbes-Progreso Basins complex geology.

On December 12, 2003, PERUPETRO S.A. signed the License Contract for the
Exploration and Exploitation of Hydrocarbons in Block XIX with BPZ Energy, Inc.,
Branch Office of Peru. This Contract was approved by S.D. N(degree) 040-2003-EM,
published on December 4, 2003. The new License Contract for the Exploration and
Exploitation of Block XIX, has a Work Minimum Program, with five exploration
periods for the exploration phase including the execution of 2D seismic
registries and the drilling of three exploratory wells or the execution of 461
Exploration Work Units, according to the equivalence agreed within the Contract
and referred to the different options which the contractor may elect. The
estimated investment of the work minimum program is of 5 million dollars.

NOTE G - SUBSEQUENT EVENTS

On April 22, 2004, the Company entered into a Merger Agreement (the "Agreement")
with Lider Group S.A. ("Lider") and Bond Energy Corporation ("Bond") that
provides for the acquisition of Livermore Energy Corporation ("Livermore") and
BPZ Energy, Inc. as wholly owned subsidiaries of Navidec, Inc. ("Navidec"), in a
tax free share exchange. As a result of the Agreement, Navidec, through its new
subsidiaries, will be engaged in the oil and gas business principally through
the 100% ownership of 2,023,187 acres, and 5% ownership of 739,205 acres in the
Lancones, Talara, and Tumbes basins of Northwest Peru and Ecuador. The
properties are expected to initially produce 1,100 barrels of oil equivalent per
day and have approximately 8,000,000 barrels of oil equivalent in proven and
probable reserves.

In connection with this merger, Navidec will immediately issue 9,370,000 shares
of its common stock and has agreed to issue an additional approximately
16,130,000 shares to the shareholders of the two companies being acquired on an
earn-out basis once the capital structure of Navidec has been changed to
accommodate the issuance of these additional shares. Upon completion of the
transaction, the present officers and directors of Navidec will resign and the
new directors and management will be that of the acquired entities and Navidec
will change its name to BPZ Energy, Inc.

Assuming the payment of the full earn-out, the present fully diluted
shareholders of Navidec will own 15% and the shareholders of the Company and
Livermore will collectively own 85% of the fully diluted post merger shares.

As part of the transaction, Lider and Bond with the support of Navidec Financial
Services, Inc. will provide the Company with $6 million in additional equity
capital and $16 million in debt financing at or before closing.

                                       20

<PAGE>


Also in connection with the transaction, all of the business assets and
liabilities of Navidec are being shifted to Navidec Financial Services, Inc. and
all of the shares of Navidec Financial Services, Inc. owned by Navidec will be
spun out to the current shareholders of Navidec on a pre-merger basis. This
"spin off" transaction will require registration with the Securities and
Exchange Commission ("SEC") and therefore may take some time to finalize.
However, the shareholders of record of Navidec immediately prior to the merger
transaction will be the recipients of all of the Navidec Financial Services'
shares.

     (c) Exhibits. The following exhibit is furnished as part of this report:
         Exhibit 10.1 Closing Agreement, dated September 8, 2004


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                 NAVIDEC, INC.

Date:   September ___, 2004
                                                 By: /s/ JOHN R. McKOWEN
                                                    ----------------------------
                                                    Chief Executive Officer

                                       21
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported)
                               September 10, 2004

                                  Navidec, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Colorado                     0-29098                 33-0502730
            --------                     -------                 ----------
(State or other jurisdiction          (Commission              (IRS Employer
        of incorporation)             File Number)           Identification No.)

        Fiddler's Green Center, 6399 S. Fiddler's Green Circle, Suite 300
                        Greenwood Village, Colorado 80111
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 222-1000

                                 Not applicable
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

[__] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240. 14a-12)

[__] Pro-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[__] Pro-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.l3e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

     As announced in a press release dated September 9, 2004, the Registrant has
closed, effective September 10, 2004, the Merger transaction contemplated by
that certain Merger Agreement dated July 8, 2004, by and among the Registrant,
Merger Corp. and BPZ, as filed as Exhibit 10.1 to the Form 8-K filed on July 13,
2004, pursuant to which:

     (i)  Merger Corp. merged with and into BPZ;

     (ii) the former BPZ shareholders were issued 9,000,000 shares of the
          Registrant's common stock; and

    (iii) the parties entered into a Closing Agreement (Exhibit 10.01 to this
          Form 8-K) which made minor amendments to the Merger Agreement as
          necessary to close the transaction.

     In addition, in satisfaction of a condition to the Merger, the Registrant
closed on the issuance of 1,688,500 shares of common stock pursuant to the
Private Placement at $2 /share for total gross proceeds as of the date of this
filing of $3,377,000. Also, in consideration for its assumption of the
Registrant's pre-Merger liabilities, as a required condition to the Merger, NFS
was issued 604,246 common shares of the Registrant. The share certificates
issued to NFS and to subscribes in the Private Placement as described above were
dated September 9, 2004, the record date for the spin-off of NFS to the
Registrant's shareholders, as described in the Form 8-K filed July 13, 2004.

     The Merger Agreement also provides that all of the business assets and
liabilities of Navidec are to be assigned to and assumed by Navidec Financial
Services, Inc., a wholly owned subsidiary of Navidec, and all of the shares of
Navidec Financial Services, Inc. will be spun out to the shareholders of Navidec
on a pre-merger basis. This "spin off" transaction will require registration
with the Securities and Exchange Commission ("SEC") and therefore may take some
time to finalize. However, the shareholders of record of Navidec as of September
9, 2004 will be the recipients of all of the shares of Navidec Financial
Services, Inc.

     Also as required of a condition to the Merger, there occurred a change in
control of the Board of Directors of the Registrant effective September 10,
2004, as described in the Information Statement filed September 1, 2004, as
required by Section 14(f) of the Securities Exchange Act of 1934, as amended,
and Rule 14f-1 promulgated thereunder.

     Pursuant to the Merger, the Registrant acquired BPZ as a wholly-owned
subsidiary.

                          DESCRIPTION OF BPZ'S BUSINESS

Overview

     BPZ was established in 2001 as an oil and gas exploration and production
(E&P) company. BPZ is headquartered in Houston, Texas and has a fully staffed
office in Lima, Peru.

                                       2
BPZ's business is to develop, own and operate prospects and energy projects
in South America. Currently, BPZ has exclusive rights and licensing agreements
for oil and gas exploration and production covering a total approximately 2.75
million acres in four basins of NW Peru, owns a non-operating interest in
production in SW Ecuador, has executed and is in the process of negotiating
additional marketing agreements for gas sales with several power companies in
the region, and is seeking to acquire additional oil producing properties with
excellent upside potential in these two countries, as well as in Argentina and
Venezuela.

BPZ's Current Portfolio of Properties in Peru

     BPZ has expanded its exploration base in NW Peru by acquiring a 100%
interest in Block XIX, Block Z1, and Areas XVI and VI, located in the adjacent
basins of Tumbes, Talara, and Lancones. These four blocks occupy a combined area
of approximately 1.1 million hectares (approximately 2.75 million acres). BPZ
has exercised its preferential right to increase its original minority
participation under the License Contract for the Z-1 Block to 100%, subject to
final Peruvian agency approval. The term of a License Contract in Peru is 40
years for gas exploration, development and production and 30 years for oil
exploration, development and production. See map of the Company's Peru
Properties in Appendix III.

                      BPZ'S EXPLORATION PROJECTS IN NW PERU
--------------------------------------------------------------------------------

 BLOCK              BASIN                  AREA                       BPZ's
                                                                  Participation
                               -----------------------------    ----------------
                                  (hectares)    (acres)(1)             (%)
============ ================  ============== ==============    ================
  Z-1        Tumbes                299,273       739,205              100%
  XIX        Tumbes/Talara         191,441       472,860              100%
  XVI        Talara                 43,358       107,095              100%
  VI         Lancones              584,305     1,443,232              100%
                               -------------- --------------
             TOTAL ===>          1,118,377     2,762,391
                               ============== ==============

           Note: (1) Conversion ratio of 2.47 acres per 1 hectare

Description of Block Z-1

Block Z-1, a coastal offshore area encompassing 299,273 hectares (740,000 acres)
is uniquely situated at the southern end of the Gulf of Guayaquil.

Description of Block XIX

Block XIX covers about 200,000 hectares lying entirely onshore and adjacent to
Block Z-1 within the Tumbes basin of Oligocene-Neogene age.

                                       3
Description of Area XVI

Block XVI is located onshore in NW Peru, within the Department of Piura,
Province of Talara, and has an extension of 44,358.2 hectares (equivalent to
109,609.1 acres). Area XVI lies about 85 kilometers to the N.E. of the city of
Talara, within the District of El Alto, and immediately to the east of Block X,
currently operated by Petrobras Energia S.A., the largest producing block in the
Talara Basin.

Description of Area VI

Area VI is located onshore in Northwest Peru, within the region known as
Department of Piura, and covering parts of the Provinces of Talara, Sullana,
Piura and Paita. Area VI has an areal extension of 584,437.7 hectares,
equivalent to 1,443,561.2 acres, covering nearly the entire Lancones Basin.

Employees

     As of June 1, 2004 BPZ employed 10 full-time employees (of which 4 are
executive officers) and 4 part-time employees. BPZ believes that its
relationship with its employees is satisfactory. None of the employees are
represented by a union.

Facilities

     BPZ has offices at 11999 Katy Freeway, Suite 560, Houston, Texas consisting
of a large board meeting room, 10 offices for the executive and technical staff,
work station room, drafting room, storage and computer facilities, including a
full work station. The facilities abroad include offices at Av. Canaval y
Moreyra 425, Office #81, San Isidro, Lima 27, Peru for the executives and staff
and computer facilities.

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT.

     The Merger Agreement provides for the issuance by Navidec of 9,000,000
shares of its common stock and the issuance of an additional approximate
18,000,000 shares to the shareholders of BPZ on an earn-out basis once BPZ has
achieved certain production and reserve goals and the capital structure of
Navidec has been revised to accommodate the issuance of these additional shares.
Should all of the earn-out shares be earned, under the current Merger Agreement,
the shareholders of BPZ would receive, in the aggregate, 27,000,000 shares of
common stock of Navidec.

     Assuming the issuance of all of the shares of Navidec common stock subject
to the earn-out, the post-Merger Navidec would be owned approximately 22.5% by
(i) our new investors in the Company who acquired their shares in a private
placement of the Company's common stock to raise up to $6 million on a best
efforts all or none $3 million minimum (the "Private Placement"), and (ii) the
legacy Navidec shareholders, and approximately 77.5% by the BPZ shareholders.

                                       4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of consummation of the Merger
but prior to the issuance of any Merger earn-out shares, concerning the
beneficial ownership of Navidec's common stock by each person who beneficially
owns more than five percent of the common stock; by each of Navidec's executive
officers and directors; and by all executive officers and directors as a group.

                                    Number of Shares of           Percent of
  Name and Address of                  Common Stock                Beneficial
   Beneficial Owner (1)             Beneficially Owned            Ownership(2)
   --------------------             ------------------            ------------

Thomas Kelly                            1,749,246                      11.1%
Manuel Pablo Zuniga-Pflucker            1,668,005                      10.6%
Fernando Zuniga y Rivero                1,668,005                      10.6%
John R. Roberson                          358,357                       2.3%
Gordon Gray (3)                         1,873,058                      11.9%
John McKowen
6399 S. Fiddler's Green Circle
Suite 300
Greenwood Village, CO 80111                498,362                      3.2%
All directors and executive
officers as a
group (6 Persons)                        7,815,033                     49.8%

     Rule 13d-3 under the Securities Exchange Act of 1934, provides the
determination of beneficial owners of securities. That rule includes as
beneficial owners of securities, any person who directly or indirectly has, or
shares, voting power and/or investment power with respect to such securities.
Rule 13d-3 also includes as a beneficial owner of a security any person who has
the right to acquire beneficial ownership of such security within sixty days
through means, including, the exercise of any option, warrant or conversion of a
security. Any securities not outstanding which are subject to such options,
warrants or conversion privileges are deemed to be outstanding for the purpose
of computing the percentage of outstanding securities of the class owned by such
person. Those securities are not deemed to be outstanding for the purpose of
computing the percentage of the class by any other person. Included in this
table are only those derivative securities that have exercise prices which it is
reasonable to believe could be "in the money" within the next sixty days.

     (1)  Except as indicated herein, the business address for each person is
          11999 Katy Freeway, Suite 560, Houston, Texas 77079.
     (2)  Assumes 5.2 million shares and options outstanding in Navidec plus the
          1.5 million shares issued in the minimum private offering to close
          plus 9 million shares issued in the Merger for a total outstanding for
          the purpose of this calculation of 15.7 million shares.
     (3)  All of these shares are owned by Allied Crude Purchase, Inc., a
          company controlled by Mr. Gray.
     (4)  The Merger Agreement provides for an initial issuance of 9,000,000
          shares of Navidec, Inc. common stock with earn-out provisions
          providing for an additional 18,000,000 shares (the "Earn-out Shares")

                                       5
should two independent production and reserve benchmarks be reached.
          The table below shows the beneficial ownership if all earn-out shares
          are issued.

             Thomas Kelly                                        5,247,792
             Gordon Gray                                         5,619,174
             Fernando Zuniga y Rivero                            5,004,015
             John R. McKowen                                       498,362
             Manuel Pablo Zuniga-Pflucker                        5,004,015
             All directors and executive officers as a          15,754,130
             Group (Four Persons)

     Only Mr. McKowen will remain a director as Messrs. Armijo and Coppage
resigned as required by the Merger Agreement. Effective September 10, 2004,
Messrs. Zuniga y Rivera, Thomas Kelly and Zuniga Pflucker became directors,
which in turn appointed Mr. Kelly as Chief Executive Officer, Mr. Zuniga
Pflucker as President, Mr. Roberson as Vice President and General Counsel and
Mr. Gray as Vice President of Project Development, all deemed executive
officers.

                                       6
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (a) Financial Statements of Business Acquired.

What follows are the audited financial statements for BPZ Energy Inc. for the
years ended December 31, 2003. Additional financial information including pro
forma financial information will be filed by amendment as soon as the
information is available but not later than the 71st day following this filing.

     (c) Exhibits.

         10.1     Closing Agreement

         10.2     Merger Agreement (incorporated by references to Exhibit 10.1
                  to Form 8-K filed July 13, 2004 (SEC File No. 0-29098)

                                       7
CONSOLIDATED FINANCIAL STATEMENTS
                            AND REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

                         BPZ ENERGY, INC. AND SUBSIDIARY

                           DECEMBER 31, 2003 and 2002

                                       8
TABLE OF CONTENTS

                                                                           Page

Report of Independent Certified Public Accountants..........................10
CONSOLIDATED FINANCIAL STATEMENTS...........................................11
CONSOLIDATED BALANCE SHEETS.................................................12
CONSOLIDATED STATEMENTS OF OPERATIONS.......................................13
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT............................14
CONSOLIDATED STATEMENTS OF CASH FLOWS.......................................15

                                       9
JOHNSON, MILLER & CO.                                              Odessa, Texas
Certified Public Accountants                                      Midland, Texas
A Professional Corporation                                     Hobbs, New Mexico
---------------------------------------------
An Independent Member Of BDO Seidman Alliance

               Report of Independent Certified Public Accountants

To the Board of Directors and Stockholders
BPZ Energy, Inc. and Subsidiary
Midland, Texas

We have audited the consolidated balance sheets of BPZ Energy, Inc. and
Subsidiary as of December 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the years
ended December 31, 2003, 2002 and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of BPZ Energy, Inc. and
Subsidiary at December 31, 2003 and 2002, and the results of its operations and
its cash flows for the years ended December 31, 2003, 2002 and 2001 in
conformity with accounting principles generally accepted in the United States of
America.

                                              Johnson, Miller & Co.

Odessa, Texas
April 27, 2004

     2626 JBS Parkway, Suite A-200 o Odessa, Texas 79761 o (432)362-3800 o
                       Fax (432)362-4476 o audit@jmcpa.com
                                           ---------------

                                       10
CONSOLIDATED FINANCIAL STATEMENTS

                                       11
BPZ Energy, Inc. and Subsidiary

                                         CONSOLIDATED BALANCE SHEETS

                                                December 31,

                                                   ASSETS

                                                                             2003                   2002
                                                                          ----------             ---------
CURRENT ASSETS
  Cash and cash equivalents (notes A3 and B)                              $   8,156                 21,962
                                                                          ---------              ---------
      Total current assets                                                    8,156                 21,962
                                                                          ---------              ---------
DUE FROM AFFILIATE (note E)                                                 162,890                   --
OTHER ASSETS
  Performance bond                                                          240,000                   --
  Other                                                                       4,180                  4,180
                                                                          ---------              ---------
Total other assets                                                          244,180                  4,180
                                                                          ---------              ---------
TOTAL ASSETS                                                              $ 415,226              $  26,142
                                                                          =========              =========

                                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Due to affiliate (note E)                                                 $    --                  286,380
Accounts payable                                                             10,475                  5,859
Accrued liabilities                                                          14,650                  4,180
                                                                          ---------              ---------
      Total current liabilities                                              25,125                296,419
LONG-TERM LIABILITIES
  Long-term debt (notes C and G)                                            755,000                   --
                                                                          ---------              ---------
Total liabilities                                                           780,125                296,419
COMMITMENTS AND CONTINGENCIES (note F)                                         --                     --
STOCKHOLDERS' DEFICIT
  Common stock, $1.00 par value, 1,000,000 shares authorized;
    1,000 shares issued and outstanding                                       1,000                  1,000
  Accumulated deficit                                                      (365,899)              (271,277)
                                                                          ---------              ---------
Total stockholders' deficit (364,899 ) (270,277 )                          (364,899)              (270,277)
                                                                          ---------              ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $ 415,226                 26,142
                                                                          =========              =========

                 The accompanying summary of accounting policies and footnotes are an integral
                            part of these consolidated financial statements.

                                                    12
BPZ Energy, Inc. and Subsidiary

                                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                        Years Ended December 31,

                                                   2003                    2002                    2001
                                                 --------                --------                --------
Revenue                                          $   --                      --                      --
Operating expenses:
  Payroll                                          67,145                  82,109                  68,888
  General and administrative                       27,951                  71,427                  39,956
  Other operating expense                             843                   4,370                   2,206
  Taxes, except income                                128                     209                    --
                                                 --------                --------                --------
      Total operating expenses                     96,067                 158,115                 111,050
                                                 --------                --------                --------
Net loss from operations                          (96,067)               (158,115)               (111,050)
Other income:
  Miscellaneous income                              1,445                    --                     5,162
                                                 --------                --------                --------
Total other income                                  1,445                    --                     5,162
                                                 --------                --------                --------
Net loss before income taxes                      (94,622)               (158,115)               (105,888)
Income taxes (notes A5 and D)                        --                      --                      --
                                                 --------                --------                --------
NET (LOSS)                                       $(94,622)               (158,115)               (105,888)
                                                 ========                ========                ========

             The accompanying summary of accounting policies and footnotes are an integral
                            part of these consolidated financial statements.

                                                    13
BPZ Energy, Inc. and Subsidiary

                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                              Years Ended December 31, 2003, 2002 and 2001

                                                                       Additional
                                            Common Stock                Paid-in         Accumulated        Total
                                       Shares          Amount           Capital           Deficit          Deficit
                                       ------          ------           -------           -------          -------

Balance, January 1, 2001                 --           $   --               --             (7,274)           (7,274)
  Issuance of common stock              1,000            1,000             --               --               1,000
  Net loss for the year                  --               --               --           (105,888)
                                     --------         --------         --------         --------          --------
Balance, December 31, 2001              1,000            1,000             --           (113,162)
  Net loss for the year                  --               --               --               --            (158,115)
                                     --------         --------         --------         --------          --------
Balance, December 31, 2002              1,000            1,000             --           (271,277)
  Net loss for the year                  --               --               --            (94,622)          (94,622)
                                     --------         --------         --------         --------          --------
Balance, December 31, 2003              1,000         $  1,000             --               --            (365,899)
                                     ========         ========         ========         ========          ========

                         The accompanying summary of accounting policies and footnotes are an integral
                                      part of these consolidated financial statements.

                                                             12
BPZ Energy, Inc. and Subsidiary

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Years Ended December 31,

                                                               2003               2002                 2001
                                                            ----------          ---------           ---------

Increase (Decrease) in Cash and Cash Equivalents
Cash flows from operating activities:
  Net loss                                                  $ (94,622)           (158,115)           (105,888)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Changes in operating assets and liabilities:
    Other assets                                             (240,000)             (2,680)             (1,500)
    Accounts payable                                            4,616              (2,069)              4,603
    Accrued liabilities                                        10,470               4,180                --
    Other liabilities                                            --                  --                  --
                                                            ---------           ---------           ---------
  Net cash used in operating activities                      (319,536)           (158,684)           (102,785)
                                                            ---------           ---------           ---------
Cash flows from investing activities:
  Issuance of long-term debt                                  755,000                --                  --
                                                            ---------           ---------           ---------
  Net cash provided by investing activities                   755,000                --                  --
                                                            ---------           ---------           ---------
Cash flows from financing activities:
  Due from affiliate                                         (162,890)               --                  --
  Due to affiliate                                           (286,380)            165,770             113,960
  Issuance of common stock                                       --                  --                 1,000
                                                            ---------           ---------           ---------
  Net cash (used in) provided by financing activities        (449,270)            165,770             114,960
                                                            ---------           ---------           ---------
Net (decrease) increase in cash and cash equivalents          (13,806)              7,086              12,175
Cash and cash equivalents at beginning of year                 21,962              14,876               2,701
                                                            ---------           ---------           ---------
Cash and cash equivalents at end of year                    $   8,156              21,962              14,876
                                                            =========           =========           =========

                       The accompanying summary of accounting policies and footnotes are an integral
                                  part of these consolidated financial statements.

                                                          15
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1. Organization

BPZ Energy, Inc. (the Company) was founded in 2001 under the laws of the State
of Texas. It is an independent energy corporation engaged in the exploration
for, and the acquisition, development, production and sale of natural gas and
crude oil.

The Company's strategy includes three points. The first is to acquire
exploration and production license contracts in prospective acreage next to
existing production, infrastructure, and emerging markets. The second is to
acquire the best producing properties with the most upside potential. The third
is to develop integrated projects, including gas exports, power generation, and
liquefied petroleum gas sales.

     2. Basis of Presentation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. Intercompany balances and transactions have been
eliminated.

Management uses estimates and assumptions in preparing the consolidated
financial statements in accordance with accounting principles generally accepted
in the United States of America. Those estimates and assumptions affect the
reported amounts of assets, liabilities, revenues and expenses in the
consolidated financial statements, and the disclosure of contingent assets and
liabilities. Actual results could differ from these estimates.

     3. Cash and Cash Equivalents

The Company considers cash on hand, cash on deposit in banks, money market
mutual funds and highly liquid debt instruments purchased with a maturity of
three months or less to be a cash equivalent.

     4. Impairment of Long-Lived Assets

The Company periodically evaluates the recoverability of the carrying value of
its long-lived assets and identifiable intangibles by monitoring and evaluating
changes in circumstances that may indicate that the carrying amount of the asset
may not be recoverable. Examples of events or changes in circumstances that
indicate that the recoverability of the carrying amount of an asset should be
assessed include but are not limited to the following: a significant decrease in
the market value of an asset, a significant change in the extent or matter in
which an asset is used or a significant physical change in an asset, a
significant adverse change in legal factors or in the business climate that
could affect the value of an asset or an adverse action or assessment by a
regulator, an accumulation of costs significantly in excess of the amount
originally expected to acquire or construct an asset, and/or a current period
operating or cash flow loss combined with a history of operating or cash flow
losses or a projection or forecast that demonstrates continuing losses
associated with an asset used for the purpose of producing revenue.

                                       16
The Company considers historical performance and anticipated future results in
its evaluation of potential impairment. Accordingly, when indicators or
impairment are present, the Company evaluates the carrying value of these assets
in reaction to the operating performance of the business and future discounted
and nondiscounted cash flows expected to result from the use of these assets.
Impairment losses are recognized when the sum of expected future cash flows are
less than the assets' carrying value.

     5. Income Taxes

The Company accounts for income taxes using the liability method. Under this
method, deferred tax assets and liabilities are determined based on differences
between the financial reporting and tax basis of assets and liabilities, and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.

     6. Environmental

The Company is subject to certain national, district, and local environmental
laws and regulations. These laws, which are constantly changing, regulate the
discharge of materials into the environment and may require the Company to
remove or mitigate the environmental effects of the disposal or release of
petroleum or chemical substances at various sites.

Environmental costs that relate to current operations are expensed or
capitalized as appropriate. Costs are expensed when they relate to an existing
condition caused by past operations and will not contribute to current or future
revenue generation. Liabilities related to environmental assessments and/or
remedial efforts are accrued when property or services are provided or can be
reasonably estimated.

     7. New Accounting Pronouncements

In September 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring). This Statement
improves financial reporting by requiring that a liability for a cost associated
with an exit or disposal activity be recognized and measured initially at fair
value only when the liability is incurred. The accounting for similar events and
circumstances will be the same, thereby improving the comparability and
representation faithfulness of reported financial information. The provisions of
this Statement are effective for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation--Transition and Disclosure, an amendment of SFAS No. 123,
Accounting for Stock-Based Compensation. This Statement amends SFAS No. 123, to
provide alternative methods of transition for a voluntary change to the fair
value method of accounting for stock-based employee compensation. In addition,
this Statement amends the disclosure requirements of SFAS No. 123 to require

                                       17
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of the method
used on reported results. Certain of the disclosure modifications are required
for fiscal years ending after December 15, 2002.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities. The objective of this interpretation is to provide
guidance on how to identify a variable interest entity (VIE) and determine when
the assets, liabilities, noncontrolling interests, and results of operations of
a VIE need to be included in a company's consolidated financial statements. A
company that holds variable interests in an entity will need to consolidate the
entity if the company's interest in the VIE is such that the company will absorb
a majority of the VIE's expected losses and/or receive a majority of the
entity's expected residual returns, if they occur. FIN 46 also requires
additional disclosures by primary beneficiaries and other significant variable
interest holders. The provisions of this interpretation became effective upon
issuance.

In December 2003, the FASB issued a revised Interpretation No. 46, Consolidation
of Variable Interest Entities, replacing the original Interpretation issued in
January 2003. The revised Interpretation provides guidance on when certain
entities should be consolidated or the interests in those entities should be
disclosed by enterprises that do not control them through majority voting
interest. Under the revised Interpretation, entities are required to be
consolidated by enterprises that lack majority voting interest when equity
investors of those entities have insignificant capital at risk or they lack
voting rights, the obligation to absorb expected losses, or the right to receive
expected returns. Entities identified with these characteristics are called
variable interest entities and the interests that enterprises have in these
entities are called variable interests. These interests can derive from certain
guarantees, leases, loans or other arrangements that result in risks and rewards
that are disproportionate to the voting interests in the entities. The
provisions of the revised Interpretation must be immediately applied for
variable interest entities created after January 31, 2003 and for variable
interests in entities commonly referred to as "special purpose entities." For
all other variable interest entities, implementation is required by March 31,
2004. The Company has no VIE's thus the implementation of this Statement has no
current effect.

In July 2003, the FASB issued SFAS No. 149, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149
improves financial reporting of derivatives by requiring contracts with
comparable characteristics be accounted for similarly. This Statement also
incorporates clarifications of the definition of a derivative. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150
requires that an issuer classify a financial instrument that is within its scope
as a liability. Many of those instruments were previously classified as equity
such as common or preferred shares that are mandatorily redeemable-that embody
an unconditional obligation requiring the issuer to redeem the shares by
transferring its assets at a specified date or upon an event that is certain to
occur. The provisions of this Statement shall be effective for the first fiscal
period beginning after December 15, 2004.

                                       18
Management does not believe the new pronouncements will have a material impact
on its financial statements.

NOTE B - CONCENTRATIONS OF CREDIT RISK

The Company maintains cash balances at two financial institutions, which at
times may exceed federally insured limits. The Company has not experienced any
losses in such accounts and believes that it is not exposed to any significant
credit risks on such accounts.

NOTE C - LONG-TERM DEBT

Long-term debt at December 31, 2003, consisted of the following:

Note payable to individual, unsecured,                           $240,000
interest due in 24 monthly payments of
7% at December 31, 2003 and principal
due at maturity at February 2006.

Note payable to individual, unsecured,                            515,000
interest due in 24 monthly payments of 7%                        --------
at December 31, 2003 and principal due at
maturity at February 2006.
                                                                 $755,000
                                                                 ========

NOTE D - INCOME TAXES

There was no income tax expense or benefit to report for the years ended
December 31, 2003, 2002 and 2001. A reconciliation of income taxes at the
statutory rate to the Company's effective rate is as follows for the years ended
December 31:

                                                2003            2002
                                              --------        --------

Computed at the expected statutory rate       $(32,154)        (55,007)
State income tax-net of Federal                   --              --
tax benefit
Other                                             --              --
Less valuation allowance                        32,154          55,007
Income taxes $                                    --              --

                                                                2001
                                                              --------

Computed at the expected statutory rate                       $(36,002)
State income tax-net of Federal tax benefit                       --
Other                                                             --
Less valuation allowance                                        36,002
Income taxes                                                  $   --

As of December 31, 2003, the Company has net operating loss carry-forwards
totaling approximately $87,000 for federal and state income tax purposes
expiring in 2022 through 2023.

NOTE E - RELATED PARTY TRANSACTIONS

At December 31, 2003, the Company had a receivable of approximately $162,800 due
from an affiliate. The receivable was primarily due to certain operating
reimbursements.

At December 31, 2002, the Company had a payable of approximately $286,300 due to
an affiliate. The payable was primarily a result of administrative services
provided by the affiliate.

NOTE F - COMMITMENTS AND CONTINGENCIES

On February 18, 2003, PERUPETRO S.A. and BPZ Energy, Inc., Sucursal Peru, signed
the Technical Evaluation Agreement for Area XIX, with the purpose of performing
a detailed and integral study of the Agreement Area, to evaluate hydrocarbon
potential and to identify the most prospective areas, through the execution of

                                       19
an established Work Program, during the term of twenty four (24) months. Area
XIX is located between the Provinces of Tumbes and Zarumilla in the Department
of Tumbes, and has an extension of seventy-six thousand eight hundred
eighty-seven and eight hundred ninety-three hundredths hectares (76,887.893 ha).
BPZ Energy, Inc., Sucursal Peru is a subsidiary of BPZ Energy, Inc., with
headquarters in Houston, Texas, USA. We consider the contribution of this
enterprise in the evaluation of the area will be very important taking in
consideration their large experience and knowledge of the Talara and
Tumbes-Progreso Basins complex geology.

On December 12, 2003, PERUPETRO S.A. signed the License Contract for the
Exploration and Exploitation of Hydrocarbons in Block XIX with BPZ Energy, Inc.,
Branch Office of Peru. This Contract was approved by S.D. N(degree) 040-2003-EM,
published on December 4, 2003. The new License Contract for the Exploration and
Exploitation of Block XIX, has a Work Minimum Program, with five exploration
periods for the exploration phase including the execution of 2D seismic
registries and the drilling of three exploratory wells or the execution of 461
Exploration Work Units, according to the equivalence agreed within the Contract
and referred to the different options which the contractor may elect. The
estimated investment of the work minimum program is of 5 million dollars.

NOTE G - SUBSEQUENT EVENTS

On April 22, 2004, the Company entered into a Merger Agreement (the "Agreement")
with Lider Group S.A. ("Lider") and Bond Energy Corporation ("Bond") that
provides for the acquisition of Livermore Energy Corporation ("Livermore") and
BPZ Energy, Inc. as wholly owned subsidiaries of Navidec, Inc. ("Navidec"), in a
tax free share exchange. As a result of the Agreement, Navidec, through its new
subsidiaries, will be engaged in the oil and gas business principally through
the 100% ownership of 2,023,187 acres, and 5% ownership of 739,205 acres in the
Lancones, Talara, and Tumbes basins of Northwest Peru and Ecuador. The
properties are expected to initially produce 1,100 barrels of oil equivalent per
day and have approximately 8,000,000 barrels of oil equivalent in proven and
probable reserves.

In connection with this merger, Navidec will immediately issue 9,370,000 shares
of its common stock and has agreed to issue an additional approximately
16,130,000 shares to the shareholders of the two companies being acquired on an
earn-out basis once the capital structure of Navidec has been changed to
accommodate the issuance of these additional shares. Upon completion of the
transaction, the present officers and directors of Navidec will resign and the
new directors and management will be that of the acquired entities and Navidec
will change its name to BPZ Energy, Inc.

Assuming the payment of the full earn-out, the present fully diluted
shareholders of Navidec will own 15% and the shareholders of the Company and
Livermore will collectively own 85% of the fully diluted post merger shares.

As part of the transaction, Lider and Bond with the support of Navidec Financial
Services, Inc. will provide the Company with $6 million in additional equity
capital and $16 million in debt financing at or before closing.

                                       20
Also in connection with the transaction, all of the business assets and
liabilities of Navidec are being shifted to Navidec Financial Services, Inc. and
all of the shares of Navidec Financial Services, Inc. owned by Navidec will be
spun out to the current shareholders of Navidec on a pre-merger basis. This
"spin off" transaction will require registration with the Securities and
Exchange Commission ("SEC") and therefore may take some time to finalize.
However, the shareholders of record of Navidec immediately prior to the merger
transaction will be the recipients of all of the Navidec Financial Services'
shares.

     (c) Exhibits. The following exhibit is furnished as part of this report:
         Exhibit 10.1 Closing Agreement, dated September 8, 2004

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                 NAVIDEC, INC.

Date:   September ___, 2004
                                                 By: /s/ JOHN R. McKOWEN
                                                    ----------------------------
                                                    Chief Executive Officer

                                       21