TWO RIVERS WATER & FARMING 10Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM 10Q

_________________

(Mark One)

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

For the quarterly period ended March 31, 2009

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

For the transition period from __________ to ___________

NAVIDEC FINANICAL SERVICES, INC.

_______________________________________________________

(Exact name of registrant as specified in its charter)

Colorado		000-51139		13-4228144
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

_______________________________________________

(Address of principal executive offices)

303-222-1000

__________________________

(Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [ ] No [X]

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [ ] No [ X ]

Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of April 30, 2009, there were 8,894,057 shares of the registrant’s common stock issued and outstanding.

EXPLANATORY NOTE

In connection with the filing of this Form 10-Q we are including March 31, 2008 financial information that has been restated from the original filing of the March 31, 2008 Form 10-Q. The reader of this 10-Q should refer to the Form 10-Q/A for March 31, 2008 that was filed on May 11, 2009 for details of the March 31, 2008 restated financial information.

Table of Contents

		Page
Item 1	Financial Statements (Unaudited)
	Consolidated Balance Sheets March 31, 2009 and December 31, 2008	1
	Consolidated Statements of Operations Three months ended March 31, 2009 and 2008	2
	Consolidated Statements of Cash Flows – Three months ended March 31, 2009 and 2008	3
	Consolidated Statement of Changes in Stockholders’ Equity – March 31, 2009	4
	Notes to Consolidated Financial Statements	5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4	Controls and Procedures	27
Item 4T	Controls and Procedures	27
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	30
Item 2	Changes in Securities	30
Item 3	Defaults Upon Senior Securities	31
Item 4	Submission of Matters to a Vote of Security Holders	31
Item 5	Other Information – Not Applicable	31
Item 6	Exhibits	31
	SIGNATURES	32
Exhibit 31		33
Exhibit 32		35

PART I

ITEM 1. FINANCIAL STATEMENTS

NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In Thousands)

					March 31, 2009 Unaudited	December 31, 2008 Audited
ASSETS:
	Current Assets:
		Cash and cash equivalents			$ 657	874
		Marketable securities			123	-
		S/T Mortgages receivable - Net of allowance for bad debts of $340 and $476 and unearned revenue of $0 and $6 on March 31, 2009 and December 31, 2008, respectively			789	2,197
		S/T Note receivable - Jaguar Group LLC net of $1,407 allowance on March 31, 2009 and December 31, 2008 (Note 4)			-	-
		Accrued interest receivable			84	88
		Advances receivable			1	-
		Income taxes receivable			221	-
		Prepaid expenses			4	21
	Total Current Assets				1,879	3,180
	Property, equipment and software, net				112	114
	Other Assets
		Notes receivable - (Note 4) - Aegis/Grizzle			450	450
		Investment in Boston Property, net of impairment of $492 taken on December 31, 2008			2,531	2,315
		Other real estate owned - net of impairment of $738 and $298 and accumulated depreciation of $40 and $27 on March 31, 2009 and December 31, 2008, respectively (Note 5)			3,595	3,288
		Other assets			22	3
			Total Other Assets		6,598	6,056
TOTAL ASSETS					$ 8,589	9,350

LIABILITIES & STOCKHOLDERS' EQUITY:
	Current Liabilities:
		Accounts payable			$ 112	149
		Short term borrowings (Note 5)			1,391	1,391
		Accrued taxes payable (Notes 2, 10)			-	85
		Accrued liabilities			24	38
	Total Current Liabilities				1,527	1,663
	Minority Interest in Subsidiary (Note 2)				9	-
				Total Liabilities	1,536	1,663
	Stockholders' Equity:
		Common stock, $0.001 par value, 100,000,000 shares authorized, 8,894,057 and 9,019,057 shares issued and outstanding at March 31, 2009 and December 31, 2008 respectively			9	9
		Additional paid-in capital			8,830	8,873
		Accumulated other comprehensive income (Note 2)			(2)	-
		Accumulated (deficit)			(1,784)	(1,195)
			Total Stockholders' Equity		7,053	7,687
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY					$ 8,589	9,350

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

Navidec Financial Services, Inc.

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NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In Thousands)

Unaudited

	Three Months Ended
	March 31, 2009	March 31, 2008 RESTATED
Revenue	$ 157	289
Cost of loan fees including facilities and commissions	72	186
Gross Profit	85	103

Operating Expenses:
General and administrative	605	610
Depreciation and amortization	16	8
Total operating expenses	621	618
Loss from operations	(536)	(515)

Other income (expense)
Impairments	(140)	-
Gain on sale of BPZ investment	-	2,487
Interest income	4	33
Interest (expense)	(29)	(31)
Other income (expense)	50	(64)
Total other income	(115)	2,425
Net (Loss) Income before taxes	(651)	1,910

Income Taxes
Income tax (expense) benefit (Notes 2, 10)	62	(713)
Net (Loss) Income	$ (589)	1,197

(Loss) Earnings Per Share:
Basic	$ (0.07)	0.13

Weighted Average Shares Outstanding:
Basic	8,957	9,093

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

Navidec Financial Services, Inc.

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NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In Thousands)

Unaudited

			For the Three Months Ended March 31,
			2009	2008 RESTATED
Cash Flows from Operating Activities:
	Net Income (Loss)		$ (589)	$ 1,197
	Adjustments to reconcile net income (loss) to net cash used in operating activities:
		Depreciation	16	8
		(Decrease) in bad debt allowance on note receivable	(136)	-
		Increase in impairments on real estate owned	440	164
		Gain on sale investments	(64)	(2,487)
		Option expense	25	-
		Minority interest	9	-
	Changes in operating assets and liabilities:
		Deferred Revenue	(6)	77
		Prepaid expenses and other assets	16	22
		Short term loans receivable	695	(878)
		Income tax receivable	(221)	-
		Accrued interest and advances	4	15
		Accounts payable	(36)	-
		Accrued liabilities and other	(99)	560
Net Cash Provided by/(Used in) Operating Activities			54	(1,322)

Cash Flows from Investing Activities:
	Investments (increased)/decreased
		Boston real estate	(216)	(251)
		Jaguar note receivable	-	(307)
		Marketable securities purchased	(37,539)	(1,074)
		Proceeds from marketable securities sold	37,416	4,042
		Proceeds from REO property sold	136	-
	Increase in fixed assets		�� (3)	(43)
	Proceeds from fixed assets sold		3	-
Net Cash Provided by/(Used in) Investing Activities			(203)	2,367

Cash Flows from Financing Activities:
	Increase in short term borrowings		-	705
	Option exercise proceeds		-	5
	Retirement of Common Stock		(68)	-
Net Cash Provided by/(Used in) Financing Activities			(68)	710
Net Increase (Decrease) in Cash & Cash Equivalents			(217)	1,755
Beginning Cash & Cash Equivalents			874	1,407
Ending Cash & Cash Equivalents			$ 657	$ 3,162
Supplemental Disclosure of Cash Flow Information
	Non cash settlement on short term mortgages and transfers
		to REO, net of impairment recapture	$ 482	$ 261
	Cash paid for Interest		$ 29	$ 15
	Cash paid for Income Taxes		$ 239	$ 103

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

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NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

For the Years Ended December 31, 2007 and 2008 and Three Months ended March 31, 2009

(In thousands)

(Unaudited)

								Accumulated
		Voting				Additional		Other
		Common Stock				Paid-in		Comprehensive		Accumulated		Stockholder
		Shares		Amount		Capital		Income		(Deficit)		Equity
Balance, December 31, 2006 (as restated)		7,950	$	8	$	8,210	$	1,483	$	(3,678)	$	6,023

Net income		-		-		-		-		2,301		2,301
	Options exercised	1,000		1		49		-		-		50
	Correct BPZ transaction	33		-		2		-		-		2
	Correct private placement	9		-		-		-		-		-
	Legacy Option Exercise	-		-		647		-		-		647
	Retirement of stock - Armijo settlement	(68)		-		(150)		-		-		(150)
	Gain on marketable securities	-		-		-		95		-		95
Balances, December 31, 2007		8,924	$	9		8,758		1,578		(1,377)		8,968

Net Income		-		-		-		-		182		182
	Options exercised	100		-		5		-		-		5
	Change in unrealized gains	-		-		-		(1,578)		-		(1,578)
	Options issued	-		-		114		-		-		114
	Retirement of Stock- open market purchases	(5)		-		(4)		-		-		(4)
Balances, December 31, 2008		9,019	$	9		8,873		-		(1,195)		7,687

Net (Loss)		-		-		-		-		(589)		(589)
	Stock-based compensation expense	-		-		25		-		-		25
	Retirement of Stock - open market purchases	(125)		-		(68)		-		-		(68)
	Gain (loss) on marketable securities	-		-		-		(2)		-		(2)
Balances, March 31, 2009		8,894	$	9	$	8,830	$	(2)	$	(1,784)	$	7,053

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

Navidec Financial Services, Inc.

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NAVIDEC FINANCIAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2009 and 2008

(Unaudited)

NOTE 1 - ORGANIZATION

The Company is a holding company that is in the business of creating or acquiring a controlling interest in development stage enterprises with the expectation of further developing the enterprise and then taking the enterprise public.

Navidec Financial Services, Inc. was incorporated in December 2002 in the state of Colorado, as a wholly owned subsidiary of Navidec Inc. ("Old Navidec"). Navidec’s operations are primarily centered in Colorado and Arizona. Navidec maintains a website at www.navidec.com, which is not incorporated in and is not a part of this report.

Navidec has four business enterprises:

Creating or acquiring a controlling interest in development stage enterprises with the expectation of further developing the enterprise and then taking the enterprise public. The Company generally focuses on developing one enterprise at a time to take public. The Company is developing to take public is Northsight, Inc. (Northsight”) its wholly owned subsidiary. Northsight is registered as a mortgage broker in Arizona and Colorado. Northsight is actively seeking to merge with a mortgage bank.

·	Originating and self funding short term first lien mortgage loans to purchasers of discounted residential real estate that are rehabilitating the properties and resell or rent the properties.

·	Purchasing and rehabilitating for its own account discounted residential real estate to resell or rent through Southie Development, LLC. (“Southie”), a wholly owned subsidiary.

·	Trading public securities solely for the Company’s own account (“Trading Account”). Trading is limited to no more than 35% of net tangible shareholder equity. The Trading Account was 5.2% of net shareholder equity as of December 31, 2008.

On July 9, 2008, the Board of Directors of Navidec declared two dividend distributions for its shareholders as of September 8, 2008. On October 2, 2008, Navidec modified the record date and “ex-dividend” date to be the date that a Registration Statement on Form S-1 for the dividend securities is declared effective by the Securities and Exchange Commission.

The first dividend is a distribution of two Navidec Warrants to purchase common shares of Navidec, $.001 par value, for each share of Navidec. The Units consist of an “A” Warrant, exercisable at $2.00 per share until July 1, 2013, and a “B” Warrant exercisable at $4.00 per share until July 1, 2013.

The second dividend is distribution of a Unit of Northsight, Inc ("Northsight"). The Units will be distributed one Unit of Northsight for each 2.27336 shares of Navidec. Navidec owns 20,000,000 Units of Northsight. Navidec will distribute 4,000,000 Units to its shareholders, resulting in Navidec owning 16,000,000 Unit after the dividend distribution. The Northsight Units to be distributed will consist of one share of Northsight, a Northsight “A” Purchase Warrant, exercisable at $2.00 per share until July 1, 2013, and a “B” Purchase Warrant exercisable at $4.00 per share until July 1, 2013.

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Starting in July 2007, the Company began lending money to Northsight to enable Northsight to make short term, first deed of trust secured loans to borrowers who are purchasing deeply discounted or foreclosed residential real estate in Arizona and Colorado. As of March 31, 2009, the Company had $789,000 (net of allowance of $340,000) and as of December 31, 2008 had $2,197,000 (net of allowance of $476,000) in short term bridge loans outstanding. Net short term bridge loans outstanding decreased by 64% in the three months ended March 31, 2009 compared to December 31, 2008 balances.

Southie Development, LLC (Southie) was formed in January 2008 and is wholly-owned by Navidec. The purpose of Southie is to develop residential real estate for resale and to own and manage residential real estate acquired via default of real estate loans extended by Navidec. Once a real estate loan defaults and Navidec acquires the property, Navidec transfers the property to Southie for development and management. As part of that management and development, Southie may expend monies for rehabilitation of the property with the goal of renting or selling the property.

The Company purchased a home in South Boston on December 4, 2007 (Thomas Park) and began improving the property with the intent to construct three condominium units for resale. The purchase price was $1,200,000 plus closing costs. As of May 19, 2008, the Company acquired a $1,200,000 line with Mt. Washington Cooperative Bank for the development of Thomas Park. The line is due November 19, 2009, monthly interest only payments, with a prime plus 2% interest rate and an interest rate floor of 7%. As of March 31, 2009, the balance owed on this line was $1,141,000. As of March 31, 2009, the Company had invested $3,023,000 less the bank line of $1,141,000. During the year ended December 31, 2008, the Company established an impairment of $492,000 against Thomas Park. It estimates that construction will be completed by July 2009.

Beginning in November, 2008 the Company began to trade in highly-liquid marketable securities. This account is limited to no more than 35% of the net tangible shareholder equity. As of March 31, 2009 the value in the Trading Account was $439,000 which consisted of $123,000 in marketable securities and $316,000 in cash. During the three months ended March 31, 2009, the account value did not exceed $600,000 and the maximum balance of margin was $146,000. During the three months ended March 31, 2009, the Company purchased $37,529,000 in marketable securities and sold $37,416,000 in marketable securities and recognized a gain of $64,000 (15.8% gain based on the January 1, 2009 account value of $405,000) and an unrealized loss of $2,000.

Jaguar Group Investments, LLC

In February 2008, our subsidiary, Northsight entered into a joint venture agreement with Jaguar Group, LLC. The purpose of this joint venture was to provide wholesale financing loan products to the real estate mortgage industry.

Northsight was to purchase 50% equity and voting interest in Jaguar Investment Group, LLC (Jaguar) and the remaining 50% was to be owned by Jaguar Group, LLC. Each equity interest was to be purchased for $4 million dollars each, to be in the form of cash, real estate equity, and/or any form of consideration agreed by both members. The joint venture was never funded due to Jaguar Group, LLC’s inability to fund its portion.

On September 29, 2008, Northsight filed a lawsuit, in the Boulder County District Court, against Jaguar Group, LLC, John R. Reinholdt II and the Estate of John R. Reinholdt Sr. (Defendants) for non-payment of a $1,100,000 loan made by the Company to Jaguar. The lawsuit also demands immediate payment of other receivables in the amount of $307,000 owed by Jaguar to the Company. The lawsuit alleges breach of the security and purchase agreements, fraud, civil theft, and conversion.

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On November 19, 2008, Northsight received a default judgment against Jaguar Group, LLC and John R. Reinholdt II for $3,107,000. The Company is pursuing collection against this judgment. Due to uncertainty of collecting the balance, the Company has provided an allowance for the full amount of the Jaguar receivable at March 31, 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RESTATEMENT OF MARCH 31, 2008 RESULTS

In connection with the filing of this Form 10-Q the March 31, 2008 financial information included herein has been restated from the original filing of the March 31, 2008 Form 10-Q. The reader of this 10-Q should refer to the Form 10-Q/A for March 31, 2008 that was filed on May 11, 2009 for details of the March 31, 2008 restated financial information.

INTERIM PRESENTATION

The unaudited consolidated financial statements and related notes for the three months ended March 31, 2009 and March 31, 2008, presented herein have been prepared by the management of the Company and its subsidiaries pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the full year. It is suggested that these unaudited consolidated financial statements be read in conjunction with the December 31, 2008 audited consolidated financial statements.

In the opinion of the management of the Company, the accompanying unaudited consolidated financial statements include all material adjustments, including all normal and recurring adjustments, considered necessary to present fairly the financial position and operating results of the Company for the periods presented. The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. It is the Company’s opinion that when the interim financial statements are read in conjunction with the December 31, 2008 Annual Report on Form 10-K, the disclosures are adequate to make the information presented not misleading.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, Northsight, Inc., Northsight Mortgage formerly known as Navidec Mortgage Holdings, Inc., and Southie Development, LLC. The Company owns 98% of Northsight and the former minority member or Northsight Mortgage Group, LLC owns 2% of Northsight, Inc. The Company owns 100% of Southie Development, LLC. All significant inter-company balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

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

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CASH AND CASH EQUIVALENTS

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

CONCENTRATION OF CREDIT RISK

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

The Company performs ongoing evaluations of its clients' financial condition and generally does not require collateral, except for billings in advance of work performed. Management reviews accounts receivable periodically and reduces the carrying amount by a valuation allowance that reflects management's best estimate of amounts that may not be collectible. Allowances, if any, for uncollectible accounts receivable are determined based upon information available and historical experience. As of December 31, 2008 the allowance for short term mortgage receivables was $476,000. During the three months ended March 31, 2009, based on the decrease of the short term mortgages receivable and the collateral held, the Company decreased the allowance by $136,000 for an allowance against short term mortgages receivable of $340,000.

During the three months ended March 31, 2009, the real estate owned and being developed allowances were reviewed and adjusted. As a result of the review the real estate owned allowance was increased by $440,000 for a balance of $1,230,000 at March 31, 2009 ($738,000 for real estate owned and $492,000 for Thomas Park).

Other financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At March 31, 2009 and December 31, 2008, the Company had $657,000 and $874,000, respectively, of cash or cash equivalents in financial institutions in excess of amounts insured by agencies of the U.S. Government. As of March 31, 2009, the Company held $439,000 in a brokerage account. The other cash accounts were all under the FDIC insured limit of $250,000.

No revenue to unaffiliated customers represented 10% or more of the Company’s revenue for the three months ended March 31, 2009.

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INVESTMENTS

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

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

NOTES RECEIVABLE

The Company carries its notes receivable at cost or loan balance, subject to the valuation procedures described below. The book value of these financial instruments is representative of their fair values. As of March 31, 2009 and December 31, 2008, the Company had a total of $789,000 and $2,197,000, respectively, invested in notes receivable, net of an allowance for bad debt of $340,000 and $476,000 respectively. The notes receivable as of December 31, 2008 is net of deferred income of $6,000 related to recognizing fee income over the expected useful life of the notes receivable. There was no deferred income as of March 31, 2009.

Interest is accrued monthly on notes receivable as earned and is no longer accrued if the loan becomes more than 90 days past due. As of March 31, 2009, loans totaling $403,000 were past 90 days due with total interest accrued on these delinquent loans of $8,000. As of December 31, 2008, loans totaling $1,455,000 were past 90 days due. Total interest accrued on these delinquent loans was $24,000 at December 31, 2008.

OTHER REAL ESTATE OWNED

Other real estate owned is comprised of real estate and other assets acquired through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise acquired from the debtor in lieu of repayment of the debt. Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Revenues, expenses and subsequent adjustments to fair value less estimated costs to sell are classified as expenses for other real estate owned.

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PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed principally on the straight-line method over the estimated useful life of each type of asset which ranges from three to seven years. Leasehold improvements are amortized over the remaining term of the applicable leases or their useful lives, whichever is shorter. Maintenance and repairs are charged to expense as incurred; improvements and betterments are capitalized. Upon retirement or disposition, the related costs and accumulated depreciation are removed from the accounts, and any resulting gains or losses are credited or charged to income.

Below is a summary of property and equipment:

Asset Type	Life in Years	March 31, 2009	December 31, 2008
Office equipment & Furniture	5 – 7	$ 95,000	$ 92,000
Computers	3	93,000	96,000
Website	3	2,000	2,000
Subtotal		$ 190,000	190,000
Less Accumulated Depreciation		(78,000)	(76,000)
Net Book Value		$ 112,000	$ 114,000

REVENUE RECOGNITION

Mortgage Revenues

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

Northsight acts as the mortgage broker and Navidec acts as the mortgage banker. Under FAS 65, Northsight is allowed to recognize the origination and associated fees in placing a loan when the loan is closed. However, since the statements are consolidated and Navidec is the mortgage banker, under FAS 91, Navidec, and the consolidated financial statements of Navidec, defers the revenue from the origination and associated fees over the expected life of the loan, which is usually 90 days.

Loan origination fees and other lender fees received by the Company are deferred and recognized as income over the life of the loan, which is normally 90 days. During the three months ended March 31, 2009 and the year ended December 31, 2008 the Company recognized revenue totaling $106,000 and $1,001,000, respectively from origination fees. At March 31, 2009 and December 31, 2008, the Company had deferred revenue of $-0- and $6,000, respectively.

Interest Revenues

Revenues from interest are recorded at the time they are earned, thus the revenues shown are for interest actually received and the accruals for that which is due to the Company except for delinquent accruals over 90 days as discussed under notes receivable above. Interest continues to accrue until a foreclosure process begins. At that point, no additional interest is accrued for book purposes. Interest revenues for the three months ended March 31, 2009 were $35,000 ($66,000 for the three months ended March 31, 2008).

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INCOME TAXES

Provision for income taxes represents actual or estimated amounts payable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, and for operating loss and tax credit carry forwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustment to the tax provision or benefit in the period of enactment.

At March 31, 2009, the Company had an accrued income tax receivable of approximately $221,000 related primarily to the taxable loss generated from operations and the carry back of this taxable loss to the previous year.

NET INCOME PER SHARE

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

The dilutive effect of approximately 6,063,177 options and warrants at March 31, 2009 (6,396,510 options and warrants at March 31, 2008), has not been included in the determination of diluted earnings per share since, under FAS-128 they would anti-dilutive.

STOCK BASED COMPENSATION

Beginning January 1, 2006, the Company adopted the provisions of and accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards (SFAS) No. 123 – revised 2004 (SFAS 123R), Share-Based Payment, which replaced SFAS No. 123 (SFAS 123), Accounting for Stock-based Compensation, and supersedes APB Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation provisions of SFAS 123R apply to new grants and to grants that were outstanding as of the effective date and are subsequently modified.

All options granted prior to the adoption of SFAS 123R and outstanding during the periods presented were fully-vested at the date of adoption.

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes net income or loss and changes in equity from the market price variations in the marketable securities held by the Company. During the three months ended March 31, 2009, there were no remaining shares of BPZ to sell, and for the three months ending March 31, 2008 150,000 shares of BPZ were sold representing a gain of $2,487,000. For three months ending March 31, 2009 the Company sold securities for a total gain of $64,000.

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations, or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. The Company does not expect that SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. Management is still assessing the impact of this pronouncement.

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

In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (SFAS 161). The Statement requires companies to provide enhanced disclosures regarding derivative instruments and hedging activities. It requires companies to better convey the purpose of derivative use in terms of the risks that such company is intending to manage. Disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows are required. This Statement retains the same scope as SFAS No. 133 and is effective for fiscal years and interim periods beginning after November 15, 2008. The Company does not expect the adoption of SFAS 161 to have a material effect on its results of operations and financial condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis and will be adopted by the Company in the first quarter of fiscal 2009. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations and financial condition.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities.” This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Upon adoption, companies are required to retrospectively adjust earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform to provisions of this FSP. The Company does not anticipate the adoption of FSP EITF 03-6-1 will have a material impact on its results of operations, cash flows or financial condition.

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There were various other accounting standards and interpretations issued in 2009 and 2008, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 3 – NOTES RECEIVABLE

Notes Receivable – General

During the year ended December 31, 2007, the Company entered into a transaction with a former officer of the Company, Mr. Robert Grizzle. In exchange for Mr. Grizzle’s shares in the Company, on May 3, 2007, Mr. Grizzle executed a note payable to the Company in the amount of $450,000. The note carries an 8% interest rate and is collateralized by 1,000,000 Aegis common shares, 1,500,000 Aegis preferred shares, 220,000 shares of the Company's common stock and 200,000 options to purchase shares of the Company's common stock at $0.05 per share held by Mr. Grizzle. The note is a limited recourse note whereby Mr. Grizzle is personally responsible for one half the original principal and interest. The balance owed is secured by Mr. Grizzle’s Aegis common and preferred shares and the Company’s common stock. Further, the note provides that at the earlier of one year from the date that the common stock of the Company is publicly traded and his shares are registered for resale under an effective registration statement filed by the Company or December 31, 2009. On September 30, 2007, Mr. Grizzle resigned as the Chief Operating Officer and the Chief Financial Officer of the Company. On October 17, 2008, the Company filed with the SEC an S-8 registration statement registering Mr. Grizzle’s shares.

On December 13, 2007, Northsight, Inc. (formerly Navidec Mortgage Holdings, Inc.) entered into a loan agreement with Welend Associated Group, LLC, a Colorado limited liability company and Jaguar Group, LLC, (Jaguar) a Colorado limited liability company, each with joint and severable liability, in the amount of $1,100,000. The note carries an interest rate of 0% and has a maturity date of six months from the date of the note. As consideration for making the loan to Jaguar, the Company received the ability to utilize Jaguar’s line funding capabilities through third party lenders. Security for the note is a first security interest in the equity of the debtor’s warehouse line of credit with Colorado State Bank. As of March 31, 2009 there is an additional receivable from Jaguar for approximately $307,000 which represents loans funded by the Company but not yet funded by Jaguar.

As consideration for making the loan to Jaguar, the Company in substance received the ability to utilize

Jaguar’s line of credit funding capabilities it had through third party lenders since Jaguar agreed to acquire loans from the Company. Collateral for the note is a first security interest in the equity of the debtor’s warehouse line of credit with Colorado State Bank. As of December 31, 2008 there is an additional receivable from Jaguar for approximately $307,000 which represents loans funded by Navidec but not yet funded by Jaguar.

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On November 19, 2008, Northsight received a default judgment against Jaguar Group, LLC and John R. Reinholdt II for $3,107,000. The Company is pursuing collection against this judgment. Due to the uncertainty of collecting the balance, the Company has provided an allowance for the full amount of the Jaguar receivable at December 31, 2008, which is $1,407,000.

Mortgages Receivable

In July 2007, Northsight, Inc. (formerly Navidec Mortgage Holdings, Inc.), a 98% owned subsidiary of the Company, began making short term loans to purchasers of residential properties who purchase their property as part of or after the repossession in a foreclosure proceeding. In September 2008, the Company transferred the ownership of the short term loans from Northsight, Inc. to the Company. Due to this transfer, the Company funds and owns the loans. As of March 31, 2009, the Company had outstanding $789,000 (net of allowance of $340,000) in such loans. The loans are made primarily to good credit borrowers and are secured by a first mortgage on the purchased properties. The average numbers of days outstanding for the loans are less than 90 days, and the primary takeout on the loans is long term financing through secondary sources such as the Federal National Mortgage Association.

Summary of Receivables

Note From	Due	Principal Amount	Annual Interest rate	Accrued Interest	Security
Robert Grizzle	Oct 17, 2009	$450,000	8%	$69,000	Shares and options in Navidec and Aegis
Welend-Jaguar	June 13, 2008	$1,100,000	0%	$-0-	Junior security in residential mortgages
Various short term home mortgages	Various	$1,129,000	9.95% to 14%	$15,000	First mortgage

NOTE 4 – INVESTMENTS

In December 2007, Northsight, Inc. (a 98% owned subsidiary of the Company) purchased a 3 unit property in Boston, Massachusetts, known as Thomas Park. The objective is to rehabilitate the property and then sell it. During the quarter ending June 30, 2008, this property was transferred to Southie Development, LLC (a 100% owned subsidiary of the Company). As of March 31, 2009, the Company and subsidiaries had invested a total of $2,840,000 in the property and has recognized impairment against this property of $492,000. Part of this investment is funded by a $1,200,000 line of credit from Mt. Washington Cooperative Bank, of which $1,141,000 was due on this line as of March 31, 2009. (Also see Note 5.)

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During the three months ended March 31, 2009, the Company took title to properties with a value of $817,000 for non-payment. The Company has expended fix up costs on these properties and have added the cost to their valuation. All of these properties are held as real estate owned and some provide rental income to Southie. The properties may be held to rent or may be sold in the future. At March 31, 2009, the valuation of other real estate owned properties is $4,331,000 less an allowance of $710,000 and accumulated depreciation on the rental properties of $26,000, for a net balance of $3,595,000. It is management’s belief that the carrying value of these properties is less than the fair market value.

NOTE 5 – SHORT TERM BORROWINGS

Effective August, 2007 the Company’s subsidiary Northsight, Inc. arranged for a bank line of credit. During the three months ended March 31, 2008, the subsidiary had drawn a total of approximately $155,000 against a total line of $3,000,000. The line expired on August 31, 2008 and the Company did not renew the line of credit.

In May 2008, Northsight arranged for a construction line of credit for $1,200,000, due November 2009. Proceeds from this line are used strictly for the renovation of the Thomas Park property in Boston with the intent to resale. As for March 31, 2009, the balance outstanding was $1,141,000. This construction line is due November 19, 2009 with interest only payments at prime +2%, with a floor at 7%. The line contains the general covenants which management believes are in full compliance. (Also see Note 4)

NOTE 6 – INFORMATION ON BUSINESS SEGMENTS

The Company’s business segments are assigned based on the nature of the products and services offered. The Company operates in four principal business segments: venture capital formation and investment (Navidec parent company), Mortgage Lending (Northsight, Inc.), Real Estate Development (Southie LLC), Real Estate Management (Legendary Investment Group, LLC). All significant inter-company balances and transactions have been eliminated in consolidation.

In the following tables of financial data, the total of the operating results of these business segments is reconciled, as appropriate, to the corresponding consolidated amount. The “Other income (expense)” includes the costs for certain stock-based compensation programs (including stock-based compensation costs for stock options and restricted stock as discussed in Note 8). Further there are some corporate expenses that were not allocated to the business segments, and these expenses are contained in the “Total Operating Expenses” under Navidec Financial Services.

Operating results for each of the segments of the Company are as follows:

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		For the Three Months Ended March 31, 2009									For the Three Months Ended March 31, 2008
			(In thousands)								(In thousands) RESTATED
			Navidec Financial Services		Northsight, Inc.		Southie, LLC		Legendary Investment Group, LLC		Navidec Financial Services		Northsight, Inc.		Southie, LLC		Legendary Investment Group, LLC
Revenue
	Loan fees, interest and other	$	35	$	106	$	5	$	11	$	1	$	288	$	-	$	-
	Cost of Services		-		(53)		(12)		(7)		-		(186)		-		-
Gross Profit			35		53		(7)		4		1		102		-		-

Total Operating Expenses			390		134		54		25		234		384		-		-

Other Income/(Expense)
	Gain on sale of investments		67		-		-		-		2,487		-		-		-
	Impairments and depreciation		297		-		(453)				-		(13)		-		-
	Other income/(expense)		(17)		-		(27)		-		(49)		-		-		-
Total Other Income/(Expense)			347		-		(480)		-		2,438		�� (13)		-		-

Income Taxes (Expense)/Credit			(7)		28		34		7		(713)		-		-		-
Net Income (Loss)		$	(15)	$	(53)	$	(507)	$	(14)	$	1,492	$	(295)	$	-	$	-

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NOTE 7 - EQUITY TRANSACTIONS

COMMON STOCK

During the three months ended March 31, 2009, the Company did not issue any shares of its common stock.

During the three months ended March 31, 2008, the Company issued 100,000 shares of its common stock in connection with the exercise of an option.

During the year ended December 31, 2008 the Board of Directors authorized the re-purchase of the Company’s common stock in the open market. The buyback program is limited by the lesser amount of the following criteria:

·	Trading profits, at the time of purchase of Company stock, realized during the present fiscal year on all securities traded by Navidec; or

·	An amount equal to a maximum of one percent (1%) of Navidec tangible net assets; or

·	An amount of re-purchase not to exceed $500,000.

During the year ended December 31, 2008, 5,526 shares were purchased on the open market at a cost of $3,967, after brokerage fees.

During the three months ended March 31, 2009, an additional 125,000 shares were purchased on the open market at a cost of $68,000, after brokerage fees.

The Company purchased its stock in various lots at a price range between $0.30 to $0.72/share. It is the intent of the Company to transfer these shares to the transfer agent for cancelation and retirement. The Company also intends to continue purchasing its shares based on the Board of Director policy directive previously stated.

STOCK OPTIONS

During the three months ended March 31, 2008, a shareholder of the Company exercised options exercisable for 100,000 shares of the Company’s restricted common stock at $0.05 per share. During the three months ended March 31, 2009, the Company did not issue any additional options or warrants.

During the year ended December 31, 2008, the Company awarded 760,000 options at $2.00/share in Navidec common shares and 1,200,000 options at $0.50/share in Northsight, Inc. Under FAS 123R, the grant and vesting of the options caused payroll expense to increase $25,000 with an offset to Additional Paid In Capital. A Black-Scholes computation was made using a volatility of 58.4% for both companies.

In computing the fair value under 123R, the following values were used:

	Navidec	Northsight
Expected stock price volatility	43%	43%
Risk-free interest rate	2.64%	2.64%
Expected option life (years)	3.8 to 6	6
Expected annual dividend yield	0%	0%

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A summary of the Navidec option plan is as follows:

	Shares	Weighted Average Exercise Price
Outstanding, January 1, 2008	3,681,510	$1.18
Granted	760,000	$2.00
Cancelled	(400,000)	$1.00
Expired	-	-
Exercised	( 100,000)	$ 0.05
Outstanding, January 1, 2009	3,941,510	$ 1.33
Granted	-	-
Cancelled	-	-
Expired	-	-
Exercised	-	-
Outstanding, March 31, 2009	3,941,510	$ 1.33
Options Exercisable , March 31, 2009	3,248,177	$ 1.16

The Company also holds, as collateral on the Grizzle note (Note 4), 200,000 options to purchase shares in Navidec at $0.05/share.

A summary of the Northsight option plan is as follows:

	Shares	Weighted Average Exercise Price
Outstanding, January 1, 2008	-	-
Granted	1,200,000	-
Cancelled	(617,223)	-
Expired	-	-
Exercised	-	-
Outstanding, January 1, 2009	582,777	$0.50
Granted	-	-
Cancelled	-	-
Expired	-	-
Exercised	-	-
Outstanding, March 31, 2009	582,777	$ 0.50
Options Exercisable , March 31, 2009	222,276	$ 0.50

If all of the Northsight options outstanding at December 31, 2008 were exercised, then the minority interest would increase from the existing 2% to 5%.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed above. The Company utilizes historical volatility of other entities in a similar line of business for a period commensurate with the contractual term of the underlying financial instruments and used daily intervals for price observations. The Company will continue to consider the volatilities of those entities unless circumstances change such that the identified entities are no longer similar to the Company or until there is sufficient information available to utilize the Company’s own stock volatility. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions.

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As of March 31, 2009, the future value of the existing stock options in Navidec is $3,768,000 and $111,000 for Northsight.

WARRANTS

At March 31, 2009, the following warrants to purchase common stock were outstanding:

Number of common shares covered by warrants	Exercise Price	Expiration Date
1,332,500	$ 4.00	August 2010
1,332,500	2.00	August 2010
150,000	1.00	July 2010
2,815,000

During the three months ended March 31, 2009 the Company did not issue any warrants.

On July 9, 2008, The Board of Directors of Navidec declared two dividend distributions for its shareholders as of September 8, 2008, record date. One distribution is to the Company’s Shareholders of common stock and warrants in the Company’s subsidiary Northsight. The other distribution is warrants. Each common share of Navidec receives an “A” Warrant to purchase one share of the Company’s common stock for $2 and a “B” Warrant to purchase one share of the Company’s common stock for $4. Both warrants expire July 1, 2013. On October 2, 2008, Navidec has modified the record date and “ex-dividend” date to be the date that a Registration Statement on Form S-1 for the dividend securities is declared effective by the Securities and Exchange Commission.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

In August 2005, the Company along with its subsidiary, Northsight entered into an office lease for the Phoenix operations for a payment of $6,697, plus pass throughs, per month. The lease expires July 31, 2010.

In February 2008, the Company along with its subsidiary, Northsight opened offices at 2000 S. Colorado Blvd, Suite 200, Denver, Colorado. The lease for this office is approximately $4,701 per month plus pass throughs. The lease has a term of approximately 3 years.

The amounts due at base rate are as follows:

Period	Amount Due
2009	$137,000
2010	$105,000
2011	$12,000

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The Company also has equipment and software leases with the following commitments:

Period	Amount Due
2009	$ 20,000
2010	$ 6,000
2011	$ 5,000

DEFINED CONTRIBUTION PLAN

The Company has a 401(k) profit sharing plan (the “Plan"). Subject to limitations, eligible employees may make voluntary contributions to the Plan. The Company may, at its discretion, make additional contributions to the Plan. The Company did not contribute during the quarter ended March 31, 2009.

NOTE 9 – INCOME TAXES

At December 31, 2008, the Company estimated total income tax of $640,000 of which $85,000 remained payable at that date. During the three months ended March 31, 2009, the Company evaluated the book versus tax differences including the operating loss and estimated a refund of taxes previously paid of $221,000.

Statutory Rate Reconciliation

Federal Rate	34.00%
State Rate	4.63%
Federal benefit of State Rate	(1.57)%
Net Effective Rate	37.06%

Reconciliation of book income (loss) to taxable income (loss) as of March 31, 2009:

(in thousands)
Book loss	$ (651)
Adjustments to increase taxable income:
Non-deductible impairments	440
Stock option expense	25
Other increases	19
Adjustments to decrease taxable income:	-
Taxable Income (Loss)	$ (167)
Tax (benefit) at net effective rate	$ (62)
Prior payments	159
Requested refund	$ 221

NOTE 10 – RELATED PARTY TRANSACTIONS

The Company rents part of the CEO’s private home for the CEO’s office for $3,500 per month. There is no long term commitment for this payment. Based on the square footage, furniture and fixtures and amenities, Management believes that this rent payment approximates the fair market value.

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NOTE 11 – SUBSEQUENT EVENTS

Over Charging by Thomas Park General Contractor

At the end of December 2008, the Company performed a review of the expenses submitted by the general contractor on the Thomas Park condo conversion and compared these amounts to the draws paid by the Company to the general contractor. The review revealed that approximately $151,000 was overpaid to the general contractor. The Company has been in contact with the general contractor about the repayment. The general contractor has represented that he is unable to pay but has signed a promissory note for $151,000 dated April 17, 2009. The note is non-collateralized and carries interest at 8% per annum with $30,000 principal payment due each October 1 between 2009 to 2014 including accrued interest. The Company plans to establish a full allowance against the principal and accrued interest amounts.

The Company, at the end of December 31, 2008 established an impairment allowance of $492,000, for Thomas Park, which includes the overpayment.

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

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

OVERVIEW

The Company has the following subsidiaries with the following ownership and operations:

Northsight, Inc. (“Northsight”) is 98% owned by the Company. Northsight is focused on the Arizona (through its subsidiary Northsight, Mortgages Group, LLC) and Colorado mortgage markets and is primarily engaged in the business of marketing and brokering mortgages secured by real estate with an emphasis on providing credit worthy individuals with interim financing for the purchase of repossessed or auctioned residential properties.

Southie Development, LLC (Southie) is a wholly-owned subsidiary of Northsight. The purpose of Southie is to develop residential real estate for resale and to own and manage residential real estate acquired via default of real estate loans owned by the Company. Once a real estate loan defaults, the Company transfers the property to Southie for development and management. As part of the management and development of the properties transferred to it, Southie honors any existing residential leases, will potentially expend monies for rehabilitation of the property with the goal of selling the property in a short time period, usually less than one year.

-	Legacy Investment Group, LLC (Legacy) is a wholly-owned subsidiary of Northsight. The purpose of Legacy is to provide property management and real estate brokerage services in the Phoenix AZ marketplace.

On July 9, 2008, The Board of Directors of Navidec declared two dividend distributions for its shareholders as of September 8, 2008, record date.

The first dividend is a distribution of two Navidec Warrants to purchase common shares of Navidec, $.001 par value, for each share of Navidec. The Units consist of an A Warrant, exercisable at $2.00 per share until July 1, 2013, and a B Warrant exercisable at $4.00 per share until July 1, 2013.

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The second dividend is distribution of a Unit of Northsight, Inc ("Northsight"). The Units will be distributed one Unit of Northsight for each 2.27336 shares of Navidec. Navidec owns 20,000,000 Units of Northsight. Navidec will distribute 4,000,000 Units to its shareholders resulting in Navidec owning 16,000,000 after the dividend distribution. The Northsight Units to be distributed will consist of one share of Northsight, a Northsight A Purchase Warrant, exercisable at $2.00 per share until July 1, 2013, and a B Purchase Warrant exercisable at $4.00 per share until July 1, 2013.

The record date and ex-dividend date will be determined based on the date that a Registration Statement on Form S-1 for the dividend securities is declared effective by the Securities and Exchange Commission. During the year ended December 31, 2008 the Board of Directors authorized the re-purchase of the Company’s common stock in the open market. The buyback program is limited by the lesser amount of the following criteria:

·	Trading profits, at the time of purchase of Company stock, realized during the present fiscal year on all securities traded by Navidec; or

·	An amount equal to a maximum of one percent (1%) of Navidec tangible net assets; or

·	An amount of re-purchase not to exceed $500,000.

During the year ended December 31, 2008, 5,526 shares were purchased on the open market at a cost of $3,967, after brokerage fees.

During the three months ended March 31, 2009, an additional 125,000 shares were purchased on the open market at a cost of $68,000, after brokerage fees.

During the three months ended March 31, 2009, the Company ceased their short term mortgage loan program and began on developing residential real estate through the real estate the Company presently owns and real estate to be purchased.

RESULTS OF OPERATIONS

For the Three Months Ended March 31, 2009 compared to the Three Months Ended March 31, 2008

During the three months ended March 31, 2009, we recognized revenues of $157,000. During the three months ended March 31, 2009, revenues consisted of $106,000 from mortgage services, $35,000 from interest revenues and $16,000 from other related sources. During the three months ended March 31, 2008, we recognized revenues of $289,000 from our operational activities. The decrease of $132,000 was a result of decreasing our activities in short term mortgage origination and funding.

During the three months ended March 31, 2009, we incurred $72,000 in cost of revenues. During the period ended March 31, 2008, we incurred $186,000 cost of revenues. The decrease of $114,000 was a result of decreasing our activities in short term mortgage origination and funding.

During the three months ended March 31, 2009, we recognized a gross profit margin of $85,000 compared to $103,000 for the three months ended March 31, 2008. The decrease of $18,000 was a result of decreasing our activities in short term mortgage origination and funding.

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During the three months ended March 31, 2009, we incurred total operating expenses of $621,000 compared to $618,000 during the three months ended March 31, 2008.

During the three months ended March 31, 2009, we increased our allowances against our real estate owned by $440,000 and decreased our short term mortgage receivable allowance by $136,000.

During the three months ended March 31, 2009, we recognized a net loss before income tax benefit of $651,000 compared to net income before tax expense of $1,910,000 during the three months ended March 31, 2008. The decrease of net income to a loss was largely the result of the $2,487,000 gain on BPZ investment for the three months ended March 31, 2008.

LIQUIDITY

At March 31, 2009, we had total current assets of $1,879,000, consisting of cash of $657,000, marketable securities of $123,000, net mortgage receivables of $789,000, accrued interest receivable of $84,000, income tax receivable of $221,000 and other current assets of $5,000. At March 31, 2009, we had total current liabilities of $1,527,000, consisting of an accounts payable of $112,000, short term borrowings of $1,391,000 and accrued liabilities of $24,000. Current assets exceed current liabilities by $352,000.

Net cash provided by operating activities during the three months ended March 31, 2009 was $54,000, compared to net cash used in operating activities during the three months ended March 31, 2008 of $1,322,000.

During the three months ended March 31, 2009, the net cash used in operations represented net loss of $589,000, adjusted for the non-cash item of depreciation expense of $16,000, net impairment and allowance charge of $304,000, a gain on the sale of investments of $64,000, stock option expense of $25,000 and minority interest of $9,000. We also had an decrease in deferred revenue of $6,000; decrease in short term mortgage receivables of $695,000; increase in income tax receivable of $221,000; decrease in pre-paids and other assets of $20,000; and increase of accounts payable and accrued liabilities of $135,000.

During the three months ended March 31, 2008, the net cash used in operations represented net income of $1,197,000 adjusted for certain non-cash items consisting of depreciation expense of $8,000, a gain on the sale of investments of $2,487,000, and increase in allowances and impairments of $164,000. We also had an increase in short term mortgage receivables of $878,000, increase in deferred revenue of $77,000, increase in prepaid expenses and other assets of $22,000, increase in accrued interest and advances of $15,000, and an increase in accrued liabilities of $560,000, largely from income taxes payable.

During the three months ended March 31, 2009, we used $203,000 in cash in investing activities. We invested $216,000 in real estate in Boston, Massachusetts (Thomas Park), and received $136,000 from a sale of one REO property. Through our marketable securities trading efforts, we purchased $37,539,000 in marketable securities and sold $37,416,000 in marketable securities.

The trading of marketable securities is one of Navidec’s business enterprises. The Trading Account is limited to no more than 35% of net tangible shareholder equity.

During the three months ended March 31, 2008, we received cash of $4,042,000 from of the sale of equity investments less investment purchases of $1,074, invested $251,000 in our Thomas Park real estate project, increased our note receivable to Jaguar by $307,000 and purchased fixed assets of $43,000.

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During the three months ended March 31, 2009, net cash used in financing activities was $68,000 which consisted of open market purchases of the Company’s stock. This stock will be retired.

During the three months ended March 31, 2008, net cash provided by financing activities include $705,000 increase in short term borrowings and $5,000 received from the exercise of stock options.

CRITICAL ACCOUNTING POLICIES

The Company has identified the policies below as critical to Company business operations and the understanding of Company results from operations. The impact and any associated risks related to these policies on the Company's business operations is discussed throughout Management's Discussion and Analysis of Financial Conditions and Results of Operations where such policies affect Company reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the Notes to the Consolidated Financial Statements beginning on page 7 of this document. Note that the Company's preparation of this document requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of Company financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

REVENUE RECOGNITION

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

REVENUES BUSINESS DEVELOPMENT SERVICES

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

REVENUES FROM MORTGAGE SERVICES

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

In July 2007 Navidec Mortgage Holdings, Inc., a wholly owned subsidiary of the Company, in conjunction with Northsight Mortgage, and 80% owned subsidiary of the Company began making short term loans to purchasers of residential properties who purchase their property as part of or after the repossession in a foreclosure proceeding. As of March 31, 2009, the Company had made $789,000 (net of allowance of $340,000) in such loans that have yet to be placed outside the Company in a permanent loan takeout. The loans are secured by first deeds of trust on residential real estate properties.

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ALLOWANCES FOR BAD DEBT

Company receivables are recorded net of an allowance for doubtful accounts which requires management to estimate amounts due which may not be collected. This estimate requires consideration of general economic conditions, overall historical trends related to the Company's collection of receivables, customer specific payment history, and customer specific factors affecting their ability to pay amounts due. Management routinely assesses and revises its estimate of the allowance for doubtful accounts.

For the three months ended March 31, 2009, the Company established an allowance against bad debts as follows:

Allowance for short term mortgages receivables	$340,000
Allowance for Real Estate Owned	$738,000
Allowance for Boston Property (Thomas Park)	$ 492,000
Allowance for amounts owed from Jaguar	$1,407,000

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is exposed to the impact of interest rate changes and change in the market values of the Company's investments. Based on the Company's market risk sensitive instruments outstanding as of March 31, 2009, as described below, it has determined that there was no material market risk exposure to the Company's consolidated financial position, results of operations, or cash flows as of such date. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.

INTEREST RATE RISK - At March 31, 2009, the Company's exposure to market rate risk for changes in interest rates relates primarily to its mortgage services business. The Company has not used derivative financial instruments in its credit facilities. A hypothetical 10% increase in the Prime rate would not be significant to the Company’s financial position, results of operations, or cash flows.

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

INVESTMENT RISK AND TRADING IN MARKETABLE SECURITIES - Beginning in November, 2008 the Company began to trade in highly-liquid marketable securities. This account is limited to no more than 35% of the net tangible shareholder equity. As of March 31, 2009 the value in the Trading Account was $439,000 which consisted of $123,000 in marketable securities and $316,000 in cash. During the three months ended March 31, 2009, the account value did not exceed $600,000 and the maximum balance of margin was $146,000. During the three months ended March 31, 2009, the Company purchased $37,529,000 in marketable securities and sold $37,416,000 in marketable securities and recognized a gain of $64,000 (15.8% gain based on the January 1, 2009 account value of $405,000) and an unrealized loss of $2,000.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

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

As required by SEC Rule 15d-15(b) for the quarter ended March 31, 2009, Mr. McKowen, our Chief Executive Officer and Principal Accounting Officer, carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, Mr. McKowen has concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

Management’s Quarterly Report on Internal Control over Financial Reporting.

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

(i)

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

(ii)

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

(iii)

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

Our management, with the participation of the President, evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of March 31, 2009, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control.

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Specifically, management identified the following control deficiencies:

(1) The Company has not properly segregated duties as a few individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports.

(2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

As a result of Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting as of the year ended December 31, 2008, we believe that internal control over financial reporting has not been effective and we are in the process of improving controls. We have identified certain material weaknesses of accounting relating to a shortage of qualified information technology, IT personnel and financial reporting personnel due to limited financial resources. This material weakness can lead to the following:

·	An inability to ensure there is timely analysis and review of accounting records, spreadsheets, and supporting data; and

·	an inability to effectively monitor access to, or maintain effective controls over changes to, certain financial application programs and related data.

Considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations, the fact that we have been a small business with limited employees and that our Chief Financial Officer resigned in 2007 caused a weakness in internal controls involving the areas disclosed above.

We have hired a full time in-house Certified Public Accountant and have taken the following steps:

·	we have authorized the addition of additional staff members to the finance department to ensure that there are sufficient resources within the department to prepare our financial statements and disclosures in accordance with accounting principles generally accepted in the United States of America;

·	we are in the process of analyzing our processes for all business units and the establishment of formal policies and procedures with necessary segregation of duties, which will establish mitigating controls to compensate for the risk due to lack of segregation of duties., and

·	we are utilizing an accounting system with audit trails;

·	after issuance of quarterly and yearly financials, we password protect any subsequent accounting entries which must be approved by the Controller, or a more senor staff or officer;

·	we have implemented a system to scan source documents into the accounting system;

·	check requests and journal entries over a set amount must be approved;

·	the controller approves checks to be paid before the final check signatures, and

·	we are beginning segregating important finance and accounting functions such as check reconciliation and approvals.

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Remediation of Material Weakness

As our current financial condition allows, we are in the process of analyzing and developing our processes for the establishment of formal policies and procedures with necessary segregation of duties, which will establish mitigating controls to compensate for the risk due to lack of segregation of duties.

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

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

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Northsight Bridge Loan Suit

Northsight is a defendant in a lawsuit filed on April 2, 2008 in Jackson County Circuit Court in Missouri whereby a Northsight bridge loan borrower, Lydia Carson (a co-defendant), is being sued by the former owners of a property for failure to pay the balance of a note made by the borrower to purchase the property from the plaintiffs, Devoe. On December 31, 2008, the amount owed by Lydia Carson to the Company is $253,000 (note balance of $315,000 less escrow held of $62,000) of which the Company has set up an allowance of $146,000 against the balance of $253,000. The Company is in the process of filing a Motion for Summary Judgment in the matter.

Jaguar Suit

On September 29, 2008, we filed a lawsuit, in the Boulder County District Court, against Jaguar Associated Group, LLC (Broomfield CO); John R. Reinholdt II and the Estate of John R. Reinholdt Sr. (Defendants). The lawsuit was filed in order to procure payment of the $1,100,000 loan granted by us to Jaguar and additional advances to Jaguar for $307,000. On November 19, 2008, the court entered a default judgment for $3,107,209 against Jaguar and John R. Reinholdt II. Presently the Company is working with outside counsel and hired an attorney with real estate collection experience to work full-time, in-house to aid in the collection of this judgment.

On February 4, 2009, Northsight, Inc. filed a civil action against John Reinholdt, II and Tanya Reinholdt seeking to invalidate the transfer of two improved parcels of real property from John Reinholdt, II to his wife, Tanya Reinholdt for no consideration. The lawsuit also seeks to foreclose Northsight’s judgment lien attached to both properties. No answers have been filed by either defendant and consequently, Northsight had moved for default judgment but no order has entered as of yet.

On March 5, 2009, Northsight moved to intervene in a pending civil action by Colorado State Bank and Trust against Welend Associated Group, LLC, another Jaguar Group, LLC affiliate, currently pending in Denver District Court. Northsight seeks a judgment against Welend for breach of the terms of the promissory note and security agreement dated December 13, 2007 between Welend and Northsight. Northsight previously obtained a judgment against Jaguar Group, LLC as a result of its breach of the same note and security agreement but because Welend had filed a Chapter 11 bankruptcy case at the time, Northsight was stayed from joining Welend as a defendant. Because the bankruptcy case was recently dismissed, Northsight is now able to bring its action against Welend within the context of a pending receivership action in Denver District Court which consolidates all civil actions against Welend.

There are no other legal actions that name the Company and/or its officers and directors as defendants.

ITEM 2. CHANGES IN SECURITIES

During the period of January 1, 2009 through March 31, 2009, the Company did not make any sales of its unregistered securities.

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During the period of January 1, 2009 through March 31, 2009, the Company did make purchases of its common stock on the open market.

Period	Total number of shares purchased (1)	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs (2)
January 1, 2009 through January 31, 2009	87,826	$0.64	93,352
February 1, 2009 through February 28, 2009	12,174	$0.55	105,526
March 1, 2009 through March 31, 2009	25,000	$0.35	130,526
TOTAL	125,000	$0.55	130,526

(1)	The Company purchased all 125,000 shares of its publicly traded common stock in open market transactions. The common shares were not purchased any plan or program, nor were the purchases publicly announced prior to purchase.

(2)	On March 11, 2009 the Company’s Board approved past purchases and future purchases of the Company’s stock on the open market with the following parameters:

a.	Trading profits, at the time of purchase of Company stock, realized during the present fiscal year on all securities traded by Navidec; or

b.	An amount equal to a maximum of one percent (1%) of Navidec tangible net assets; or

c.	An amount of re-purchase not to exceed $500,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

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

NONE

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit 31	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NAVIDEC FINANCIAL SERVICES, INC.(Registrant)
Dated: May 14, 2009	By: /s/ John McKowen
	John McKowen, President & Chief Accounting Officer

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Exhibit 31

CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John R. McKowen, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Navidec Financial Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

Dated: May 14, 2009	By: /s/ John McKowen
	John McKowen, President & Chief Accounting Officer

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EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Navidec Financial Service, Inc. on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John R. McKowen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the

Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2009	By: /s/ John McKowen
	John McKowen, President & Chief Accounting Officer

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TWO RIVERS WATER & FARMING (TURV) 10-Q2009 Q2 Quarterly report

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