SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM S-8
                        REGISTRATION STATEMENT
                                 under
                      THE SECURITIES ACT OF 1933


                      Reliable Power Systems, Inc.
                (f/k/a) Dencor Energy Cost Controls, Inc.
            (Exact name of registrant as specified in charter)
            Colorado                          84-0658020
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)          Identification No.)

             1450 West Evans, Denver, Colorado 80223
        (Address of principal executive offices and Zip Code)

                   2001 STOCK COMPENSATION PLAN I
                       (Full title of the plan)

                     Maynard Moe, Vice President
                         1450 West Evans
                     Denver, Colorado 80223
               (Name and address of agent for service)

                          (303) 922-1888
     (Telephone number, including area code, of agent for service)

                   CALCULATION OF REGISTRATION FEE

Title of      Amount     Proposed Maximum  Proposed Maximum   Amount Of
Securities To To Be      Offering Price    Aggregate          Registration
Be Registered Registered Per Share (1)     Offering Price(1)  Fee


COMMON SHARES 500,000    $0.25             $250,000           $100
No par value
OPTIONS TO    500,000    $0.00             $0.00              $0.00
PURCHASE SHARES
TOTAL                                                         $100.00
                                                            (minimum fee)


(1)	Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.


                            PART I

            INFORMATION REQUIRED IN THE PROSPECTUS

    Note: The document(s) containing the information concerning
the 2001 Stock Compensation Plan I (the "Plan") of Reliable Power
Systems, Inc., a Colorado corporation (the "Registrant" or the
"Company"), dated April 12, 2001 required by Item 1 of Form S-8
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will be sent or given
to participants as specified in Rule 428. In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents
are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement
on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424.  The Company will
maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish
to the Commission or its staff a copy or copies of all of the
documents included in such file.

                                PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following documents, which have been filed by the Company
with the Securities and Exchange Commission, are hereby
incorporated by reference into this Prospectus:

    a.  The Company's Annual Report on Form 10-KSB and Form 10-KSB/A for the
        fiscal year ended December 31, 2000; and

    b.  The Company's Current Reports on Forms 8-K subsequent to
        December 31, 2000 and up to and including the date of
        filing of this Registration Statement;

    All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from
the date of filing of such documents.

    Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated
by reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

    The  authorized stock of the Company consists of 65,000,000
authorized shares of  Common  Stock, no par value, of which 10,563,878
shares were outstanding as of April 13, 2001 and 15,000,000 authorized
shares of Preferred stock no par value, of  which 300,000 shares of
Series B Redeemable Preferred Stock were outstanding as of April 13,
2001.

Common Stock

    Each share of Common Stock is entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the
owners thereof at a meeting of the shareholders, including the
election of directors. The holders of Common Stock (i) have equal,
ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of Directors of the Company; (ii)
are entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company;  (iii) do not
have  preemptive or redemption provisions applicable thereto; and
(iv) are entitled to one non cumulative vote per share on all
matters on which  shareholders  may vote at all meetings of
shareholders.

    All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and nonassessable,
with no personal liability attaching to the ownership thereof.

Preferred Stock

    The Company currently has 300,000 shares of Series B Redeemable
Preferred Stock with a stated value of $1.00 per share.  The Series B
Redeemable Preferred Stock may, at the Company's option, be redeemed at its
stated value or be converted into common stock having a fair market value
equal to its stated value, provided that the fair market value shall be
deemed to not be less less than $2.00 per share nor more than $10.00 per
share.  The holders of the Series B Redeemable Preferred Stock are entitled
to vote on all matters submitted to the shareholders.  Additionally, the
Series B Redeemable Preferred Stockholders are entitled to liquidation
preferences in favor of the common shareholders.  The Company's Articles of
Incorporation authorizes the issuance of  "blank check"  preferred  stock in
one or more classes or  series  with  such designations,  rights, preferences
and restrictions as may be determined from time to time by the Board of
Directors.  Accordingly, the Board of Directors may, without  prior
shareholder approval, issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely
affect the relative voting power or other rights of the holders of the
Preferred  Stock or the Common Stock. Preferred stock could be used,
under certain circumstances, as a method of  discouraging,  delaying
or  preventing  a change in control of the Company.  Although the
Company has no present intention of issuing any shares of preferred
stock, there can be no assurance that it will not do so in the future.
If the Company issues preferred stock,  such issuance may have a
dilutive effect upon the common  shareholders,  and the  purchasers  of
the  securities  offered hereby.

Transfer Agent

    The Company has appointed Computershare Investor Services, 12039 W.
Alameda Parkway, Suite Z-2, Lakewood, Colorado 80228 as transfer agent
for the Common Stock.  Their phone number is (303)986-5400.

Item 5. Interests of Named Experts and Counsel.

   	David Wagner & Associates, P.C., Attorneys at Law, special
securities counsel to the Registrant for the purpose of this
Registration Statement, and whose opinion as to the legality of the
issuance of the Shares hereunder is attached hereto as Exhibit 5, do
not own any common shares or other equity of the Registrant.

Item 6. Indemnification of Directors and Officers.

    Registrant's Articles of Incorporation and Bylaws and the Colorado
Business Corporation Act  provide for indemnification of directors and
officers against certain liabilities.  In general, officers and
directors of Registrant are indemnified against expenses actually and
reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith,
and are not deemed to be liable to Registrant for negligence or
misconduct in the performance of their duties.

Item 7. Exemption From Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

Exhibit
Number    Description

4.1       2001 Stock Compensation Plan I, dated April 12, 2001.

5         Opinion of Counsel, David Wagner & Associates, P.C.

24.1      Consent of Gelfond Hochstadt Pangburn, P.C., independent
          Certified Public Accountants.

24.2		    Consent of David Wagner & Associates, P.C. (Included in
          Exhibit 5).


Item 9.  Undertakings

    1.   The Registrant hereby undertakes:

    (a)  To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

        (i)  to include any prospectus required by Section 10(a)(3) of
    the Securities Act of 1933;

        (ii) to reflect in the prospectus any facts or events arising
    after the effective date of the registration statement (or the most
    recent post-effective amendment thereof) which, individually or in
    the aggregate, represent a fundamental change in the formation set
    forth in the registration statement;

        (iii) to include any material information with respect to a
    plan of distribution not previously disclosed in the registration
    statement or any material change to such information in the
    registration statement;

    (b)  That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bonafide offering thereof.

   (c)  To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

    2.  The Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the Registrant's annual report pursuant to Section 13(a) or Section
        15(d) of the Exchange Act (and, where applicable, each filing of an
        employee benefit plan's annual report pursuant to Section 15(d) of the
        Exchange Act) that is incorporated by reference in the registration
        statement shall be deemed to be a new registration statement relating
        to the securities offered herein, and the offering of such securities
        at that time shall be deemed to be in the initial bona fide offering
        thereof.



SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has  reasonable  grounds to believe  that
it meets all of the requirements  for  filing  on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Aurora, State of Colorado, on this 12th day of April, 2001.

                                 Reliable Power Systems, Inc.


                                 By: /s/ Thomas J. Wiens

                                 Chief Executive Officer


                                 By: /s/ Thomas J. Wiens

                                 Chief Financial Officer


In accordance with the requirements of the Securities Act of
1933 as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.


SIGNATURE                  TITLE                   DATE


/s/Thomas J. Wiens       Chairman and
                         Chief Executive Officer,  April 13, 2001

/s/Maynard Moe           Director and Vice
                         President of Operation    April 13, 2001

/s/Graydon Neher         Director                  April 13, 2001



                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549


                               FORM S-8

                       REGISTRATION STATEMENT
                                under
                     THE SECURITIES ACT OF 1933


                    Reliable Power Systems, Inc.
         (Exact name of Issuer as specified in its charter)




                               E X H I B I T S


                               EXHIBIT INDEX

Exhibit
Number  Description

4.1     2001 Stock Compensation Plan I, dated April 12, 2001.

5       Opinion of Counsel, David Wagner & Associates, P.C.

24.1    Consent of Gelfond, Hochstadt Pangvurn, P.C., independent
        Certified Public Accountants.

24.2	  	Consent of David Wagner & Associates, P.C. (Included in
        Exhibit 5).


                            Exhibit 4.1
                 2001 STOCK COMPENSATION PLAN I

THIS COMPENSATION PLAN is adopted this 12th day of April, 2001, by
Reliable Power Systems, Inc., a Colorado corporation with its principal
place of business being located at 1450 W. Evans Street, Denver, CO
80223.

WITNESSETH:

    WHEREAS, the Board of Directors of Reliable Power Systems, Inc.,
(the "Company") has determined that it would be to its advantage, and
in its best interests, to grant certain consultants and advisors, as
well as certain employees, the opportunity to purchase stock in the
Company as a result of compensation for their service; and

    WHEREAS, the Board of Directors (the "Board") believes that the
Company can best obtain advantageous benefits by issuing stock and/or
granting stock options to such designated individuals from time to
time, although these options are not to be granted pursuant to Section
422 and related sections of the Internal Revenue Code as amended;

    NOW THEREFORE, the Board adopts this as the 2001 COMPENSATION PLAN
I (the "Plan").

1.00  EFFECTIVE DATE AND TERMINATION OF PLAN
    The effective date of the Plan is April 12, 2001, which is the day
the Plan was adopted by the Board. The Plan will terminate on the
earlier of the date of the grant of the final option for the last share
of common stock allocated under the Plan or ten years from the date
thereof, whichever is earlier, and no options will be granted
thereafter pursuant to this Plan.

2.00  ADMINISTRATION OF PLAN
    The Plan shall be administered by the Board, which may adopt such
rules and regulations for its administration as it may deem necessary
or appropriate, or may be administered by a Compensation Committee to
be appointed by the Board, to have such composition and duties as the
Board may from time to time determine.

3.00  ELIGIBILITY TO PARTICIPATE IN THE PLAN
    3.01 Subject to the provisions of the Plan, the Board, or its
designee, shall determine and designate, from time to time those
consultants, advisors, and employees of the Company, or consultants,
advisors, and employees of a parent or subsidiary corporation of the
Company, to whom shares are to be issued and/or options are to be
granted hereunder and the number of shares to be optioned from time to
time to any individual or entity. In determining the eligibility of an
individual or entity to receive shares or an option, as well as in
determining the number of shares to be issued and/or optioned to any
individual or entity, the Board, or its designee, shall consider the
nature and value to the Company for the services which have been
rendered to the Company and such other factors as the Board, or its
designee, may deem relevant.

    3.02 To be eligible to be selected to receive an option, an
individual must be a consultant, advisor or an employee of the Company
or a consultant, advisor, or an employee of a parent or subsidiary
corporation of the Company. The grant of each option shall be confirmed
by a Stock Option Agreement which shall be executed by the Company and
the optionee as promptly as practicable after such grant.  More than
one option may be granted to an individual or entity. Shares shall be
issued directly to such entities.

    3.03 An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.

    3.04 The option price (determined as of the time the option is
granted) of the stock for which any person may be granted options under
this Plan (and all other plans of the Company) may be increased or
reduced by the Board, or its designee, from time to time.

4.00  NUMBER OF SHARES SUBJECT TO THE PLAN
    The Board, prior to the time shall reserve for the purposes of the
Plan a total of Five Hundred Thousand (500,000) of the authorized but
unissued shares of common shares of the Company, provided that any
shares as to which an option granted under the Plan remains unexercised
at the expiration thereof may be the subject of the grant of further
options under the Plan within the limits and under the terms set forth
in Article 3.00 hereof.

5.00  PRICE OF COMMON SHARES
    The initial and standard price per share of common stock to be
issued directly or by option shall be the Fair Market Value per share
but may be changed in each case by the Board, or its designee, from
time to time. If the share price is changed, the Board, or its
designee, shall determine the share price no later than the date of the
issuance of the shares and/or the grant of the option and at such other
times as the Board, or its designee, deems necessary.  The Board shall
have absolute final discretion to determine the price of the common
stock under the Plan. In the absence of such specific determination,
the share price will be the Fair Market Value per share.  "Fair Market
Value" shall mean, if there is an established market for the Company's
Common Stock on a stock exchange, in an over-the-counter market or
otherwise, the average Closing Price of the Company's stock for the 10
consecutive trading days immediatly before the valuation date, provided
that the Board may, in its discretion provide an alternative definition
for Fair Market Value in the instrument granting the right or option.
Unless otherwise specified by the Board at the time of grant (or in the
formula applicable to such grant), the valuation date for purposes of
determining the option price shall be the date of grant.  The Board may
specify that, instead of the date of grant, the valuation date shall be
a valuation period of up to ninety (90) days prior to the date of
grant, and Fair Market Value for purposes of such grant shall be the
average over the valuation period of the mean of the highest and lowest
quoted selling prices on each date on which sales were made in the
valuation period.  If there is no established market for the Company's
Common Stock, or if there were no sales during the applicable valuation
period, the determination of Fair Market Value shall be established by
the Board in its sole discretion, considering the criteria set forth in
Treas. Reg. Section 20.2031-2 or successor regulations.

6.00  SUCCESSIVE OPTIONS
    Any option granted under this Plan to a person may be exercisable
at such person's discretion while there is outstanding any other stock
option previously granted to such person, whether under this Plan or
any other stock option plan of the Company.

7.00 PERIOD AND EXERCISE OF OPTION
    7.01. Options granted under this Plan shall expire on the first to
occur of the following dates whether or not exercisable on such dates:
 (i) five (5) years from the date the option is initially granted; (ii)
six (6) months from the date the person ceases employment due to
permanent and total disability; (iii) the date of termination of
employment for reasons other than retirement, permanent and total
disability or death, unless the Board determines, in its sole
discretion, that it would be in the best interest of the Company to
extend the options for a period not to exceed three (3) years; or (iv)
three (3) months from the date the employee retires with permission of
the Board.

    7.02.  Notwithstanding Section 7.01, any portion of any option
which has not become exercisable pursuant to Section 7.03 prior to the
death of the employee or termination of employment shall expire on the
employee's date of death or termination date, if termination is for
reasons other than retirement or total and permanent disability.

	7.03. Any option granted under this Plan may be immediately
exercised by the holder thereof. Such an option may be exercised in
whole or in part at the time it becomes exercisable or from time to
time thereafter, until the expiration of the option.

8.00 PAYMENT FOR OPTIONED SHARES
    When a person holding an option granted under this Plan exercises
any portion of the option he shall pay the full option price for the
shares covered by the exercise of that portion of his option within one
(1) month after such exercise.  As soon as practicable, after the
person notifies the Company of the exercise of his option and makes
payment of the required option price, the Company shall issue such
shares to the person.  The Board may also permit a participant to
effect a cashless or net exercise of an option without tendering any
shares of the Company's stock as payment for the option.  In such an
event, the participant will be deemed to have paid for the exercise of
the option with shares of the Company's stock and shall receive from
the Company a number of shares equal to the difference between (i) the
shares that would have been tendered to pay the option price and
withholding taxes, if any, and (ii) the number of options exercised.
The Board may also cause the Company to enter into arrangements with
one or more licensed stock brokerage firms whereby participants may
exercise options without payment therefor but with irrevocable orders
to such brokerage firm to immediately sell the number of shares
necessary to pay the option price and withholding taxes, if any, and
then to transmit the proceeds from such sales directly to the Company
in satisfaction of such obligations.

9.00  RESTRICTIONS ON TRANSFER
    9.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal
representative in the event of the person's death, and except as
provided in Section 9.02, options granted hereunder are exercisable
only by the person during his life.

    9.02 If a person dies holding outstanding options issued pursuant
to this Plan, his personal representative shall have the right to
exercise such options only within one year of the death of the person.


10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
    If and to the extent that the number of issued shares of common
stock of the Company shall be increased or reduced by change in par
value, split-up reclassification, distribution of a dividend payable in
stock, or the like, the number of shares subject to direct issuance or
an option held by a person and the option price per share shall be
proportionately adjusted. If the Company is reorganized or consolidated
or merged with another corporation, the person shall be entitled to
receive direct issuance or options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an
equivalent price, and subject to the same conditions.

11.00 DISSOLUTION OR LIQUIDATION
    Upon the dissolution or liquidation of the Company, the options
granted hereunder shall terminate and become null and void, but the
person shall have the right immediately prior to such dissolution or
liquidation to exercise any options granted and exercisable hereunder
to the full extent not before exercised.

12.00 BINDING EFFECT
    This Plan shall inure to the benefit of and be binding upon the
Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.

13.00 ADOPTION OF PLAN
    This Plan has been duly adopted by the Board of Directors of the
Company on April 12, 2001.

14.00 NOTICES
    Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page
hereof.


    IN WITNESS WHEREOF, the Company has caused this Plan to be executed
on its behalf by its President, to be sealed by its corporate seal, and
attested by its Secretary effective the day and year first above
written.

                                      Reliable Power Systems, Inc.


                                      By
                                      Thomas J. Wiens, Chairman & CEO


ATTEST:



David A. Groom
Secretary                  (SEAL)


                            Exhibit 5

                   OPINION AND CONSENT OF LEGAL COUNSEL

                      DAVID WAGNER & ASSOCIATES, P.C.
                      Attorneys and Counselors at Law
                      8400 East Prentice Avenue
                      Penthouse Suite
                      Englewood, CO  80111

April 13, 2001

Board of Directors
RELIABLE POWER SYSTEMS, INC.
1450 West Evans
Denver,Colorado 80223


Gentlemen:

We have acted as counsel to RELIABLE POWER SYSTEMS, INC. (the
"Company") in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
covering registration under the Securities Act of 1933, as amended, of
the 500,000 shares of the Company's common stock, no par value per
share (the "Shares"), pursuant to the 2001 Stock Compensation Plan I of
April 12, 2001, (the APlan@). As such, we have examined the
Registration Statement and such other documents of the Company as we
deemed appropriate under the circumstances.

Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plans and Registration Statement, at a time when
effective, and that there will be full compliance with all applicable
securities laws involved under the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated pursuant to said Acts, and in those states in
which the Shares may be sold, we are of the opinion that, upon issuance
of the Shares according to the Registration Statement and
receipt of the consideration to be paid for the Shares, the Shares will
be validly issued, fully paid and nonassessable shares of Common Stock
of the Company. This opinion does not cover any matters related to any
re-offer or re-sale of the Shares by the Plan Beneficiary, once issued
pursuant to the Plans as described in the Registration Statement.

This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
This opinion is based on our knowledge of the law and facts as of the
date hereof. We assume no duty to communicate with the Company in
respect to any matter which comes to our attention hereafter.

Very truly yours,

/s/ DAVID WAGNER & ASSOCIATES, P.C.
-----------------------------------

Consent:

We consent to the use of our opinion dated April 13, 2001 as an exhibit
to the Registration Statement of RELIABLE POWER SYSTEMS, INC. and to
the reference to our firm in the Registration Statement.

/S/ DAVID WAGNER & ASSOCIATES, P.C.
-----------------------------------



                             Exhibit 24.1

                              CONSENT OF
               INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


We hereby consent to the incorporation by reference into this
Registration Statement on Form S-8 of our report dated January 19, 2001
and March 6, 2001 as to Note 11 to the financial statements (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the Company's ability to continue as a going concern),
which appears under Item 7 of the Annual Report on Form 10-KSB/A of
Dencor Energy Cost Controls, Inc. for the year ended December 31, 2000.



GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
April 12, 2001
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SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM S-8
                        REGISTRATION STATEMENT
                                 under
                      THE SECURITIES ACT OF 1933

                      Reliable Power Systems, Inc.
                (f/k/a) Dencor Energy Cost Controls, Inc.
            (Exact name of registrant as specified in charter)
            Colorado                          84-0658020
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)          Identification No.)

             1450 West Evans, Denver, Colorado 80223
        (Address of principal executive offices and Zip Code)

                   2001 STOCK COMPENSATION PLAN I
                       (Full title of the plan)

                     Maynard Moe, Vice President
                         1450 West Evans
                     Denver, Colorado 80223
               (Name and address of agent for service)

                          (303) 922-1888
     (Telephone number, including area code, of agent for service)

                   CALCULATION OF REGISTRATION FEE

Title of      Amount     Proposed Maximum  Proposed Maximum   Amount Of
Securities To To Be      Offering Price    Aggregate          Registration
Be Registered Registered Per Share (1)     Offering Price(1)  Fee

COMMON SHARES 500,000    $0.25             $250,000           $100
No par value
OPTIONS TO    500,000    $0.00             $0.00              $0.00
PURCHASE SHARES
TOTAL                                                         $100.00
                                                            (minimum fee)

(1)	Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.

                            PART I

            INFORMATION REQUIRED IN THE PROSPECTUS

    Note: The document(s) containing the information concerning
the 2001 Stock Compensation Plan I (the "Plan") of Reliable Power
Systems, Inc., a Colorado corporation (the "Registrant" or the
"Company"), dated April 12, 2001 required by Item 1 of Form S-8
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will be sent or given
to participants as specified in Rule 428. In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents
are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement
on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424.  The Company will
maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish
to the Commission or its staff a copy or copies of all of the
documents included in such file.

                                PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following documents, which have been filed by the Company
with the Securities and Exchange Commission, are hereby
incorporated by reference into this Prospectus:

    a.  The Company's Annual Report on Form 10-KSB and Form 10-KSB/A for the
        fiscal year ended December 31, 2000; and

    b.  The Company's Current Reports on Forms 8-K subsequent to
        December 31, 2000 and up to and including the date of
        filing of this Registration Statement;

    All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from
the date of filing of such documents.

    Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated
by reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

    The  authorized stock of the Company consists of 65,000,000
authorized shares of  Common  Stock, no par value, of which 10,563,878
shares were outstanding as of April 13, 2001 and 15,000,000 authorized
shares of Preferred stock no par value, of  which 300,000 shares of
Series B Redeemable Preferred Stock were outstanding as of April 13,
2001.

Common Stock

    Each share of Common Stock is entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the
owners thereof at a meeting of the shareholders, including the
election of directors. The holders of Common Stock (i) have equal,
ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of Directors of the Company; (ii)
are entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company;  (iii) do not
have  preemptive or redemption provisions applicable thereto; and
(iv) are entitled to one non cumulative vote per share on all
matters on which  shareholders  may vote at all meetings of
shareholders.

    All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and nonassessable,
with no personal liability attaching to the ownership thereof.

Preferred Stock

    The Company currently has 300,000 shares of Series B Redeemable
Preferred Stock with a stated value of $1.00 per share.  The Series B
Redeemable Preferred Stock may, at the Company's option, be redeemed at its
stated value or be converted into common stock having a fair market value
equal to its stated value, provided that the fair market value shall be
deemed to not be less less than $2.00 per share nor more than $10.00 per
share.  The holders of the Series B Redeemable Preferred Stock are entitled
to vote on all matters submitted to the shareholders.  Additionally, the
Series B Redeemable Preferred Stockholders are entitled to liquidation
preferences in favor of the common shareholders.  The Company's Articles of
Incorporation authorizes the issuance of  "blank check"  preferred  stock in
one or more classes or  series  with  such designations,  rights, preferences
and restrictions as may be determined from time to time by the Board of
Directors.  Accordingly, the Board of Directors may, without  prior
shareholder approval, issue  preferred  stock  with  dividend,
liquidation, conversion, voting or other rights which could adversely
affect the relative voting power or other rights of the holders of the
Preferred  Stock or the Common Stock. Preferred stock could be used,
under certain circumstances, as a method of  discouraging,  delaying
or  preventing  a change in control of the Company.  Although the
Company has no present intention of issuing any shares of preferred
stock, there can be no assurance that it will not do so in the future.
If the Company issues preferred stock,  such issuance may have a
dilutive effect upon the common  shareholders,  and the  purchasers  of
the  securities  offered hereby.

Transfer Agent

    The Company has appointed Computershare Investor Services, 12039 W.
Alameda Parkway, Suite Z-2, Lakewood, Colorado 80228 as transfer agent
for the Common Stock.  Their phone number is (303)986-5400.

Item 5. Interests of Named Experts and Counsel.

   	David Wagner & Associates, P.C., Attorneys at Law, special
securities counsel to the Registrant for the purpose of this
Registration Statement, and whose opinion as to the legality of the
issuance of the Shares hereunder is attached hereto as Exhibit 5, do
not own any common shares or other equity of the Registrant.

Item 6. Indemnification of Directors and Officers.

    Registrant's Articles of Incorporation and Bylaws and the Colorado
Business Corporation Act  provide for indemnification of directors and
officers against certain liabilities.  In general, officers and
directors of Registrant are indemnified against expenses actually and
reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith,
and are not deemed to be liable to Registrant for negligence or
misconduct in the performance of their duties.

Item 7. Exemption From Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

Exhibit
Number    Description

4.1       2001 Stock Compensation Plan I, dated April 12, 2001.

5         Opinion of Counsel, David Wagner & Associates, P.C.

24.1      Consent of Gelfond Hochstadt Pangburn, P.C., independent
          Certified Public Accountants.

24.2		    Consent of David Wagner & Associates, P.C. (Included in
          Exhibit 5).

Item 9.  Undertakings

    1.   The Registrant hereby undertakes:

    (a)  To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

        (i)  to include any prospectus required by Section 10(a)(3) of
    the Securities Act of 1933;

        (ii) to reflect in the prospectus any facts or events arising
    after the effective date of the registration statement (or the most
    recent post-effective amendment thereof) which, individually or in
    the aggregate, represent a fundamental change in the formation set
    forth in the registration statement;

        (iii) to include any material information with respect to a
    plan of distribution not previously disclosed in the registration
    statement or any material change to such information in the
    registration statement;

    (b)  That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bonafide offering thereof.

   (c)  To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

    2.  The Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the Registrant's annual report pursuant to Section 13(a) or Section
        15(d) of the Exchange Act (and, where applicable, each filing of an
        employee benefit plan's annual report pursuant to Section 15(d) of the
        Exchange Act) that is incorporated by reference in the registration
        statement shall be deemed to be a new registration statement relating
        to the securities offered herein, and the offering of such securities
        at that time shall be deemed to be in the initial bona fide offering
        thereof.

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has  reasonable  grounds to believe  that
it meets all of the requirements  for  filing  on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Aurora, State of Colorado, on this 12th day of April, 2001.

                                 Reliable Power Systems, Inc.

                                 By: /s/ Thomas J. Wiens

                                 Chief Executive Officer

                                 By: /s/ Thomas J. Wiens

                                 Chief Financial Officer

In accordance with the requirements of the Securities Act of
1933 as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

SIGNATURE                  TITLE                   DATE

/s/Thomas J. Wiens       Chairman and
                         Chief Executive Officer,  April 13, 2001

/s/Maynard Moe           Director and Vice
                         President of Operation    April 13, 2001

/s/Graydon Neher         Director                  April 13, 2001

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                               FORM S-8

                       REGISTRATION STATEMENT
                                under
                     THE SECURITIES ACT OF 1933

                    Reliable Power Systems, Inc.
         (Exact name of Issuer as specified in its charter)

                               E X H I B I T S

                               EXHIBIT INDEX

Exhibit
Number  Description

4.1     2001 Stock Compensation Plan I, dated April 12, 2001.

5       Opinion of Counsel, David Wagner & Associates, P.C.

24.1    Consent of Gelfond, Hochstadt Pangvurn, P.C., independent
        Certified Public Accountants.

24.2	  	Consent of David Wagner & Associates, P.C. (Included in
        Exhibit 5).

                            Exhibit 4.1
                 2001 STOCK COMPENSATION PLAN I

THIS COMPENSATION PLAN is adopted this 12th day of April, 2001, by
Reliable Power Systems, Inc., a Colorado corporation with its principal
place of business being located at 1450 W. Evans Street, Denver, CO
80223.

WITNESSETH:

    WHEREAS, the Board of Directors of Reliable Power Systems, Inc.,
(the "Company") has determined that it would be to its advantage, and
in its best interests, to grant certain consultants and advisors, as
well as certain employees, the opportunity to purchase stock in the
Company as a result of compensation for their service; and

    WHEREAS, the Board of Directors (the "Board") believes that the
Company can best obtain advantageous benefits by issuing stock and/or
granting stock options to such designated individuals from time to
time, although these options are not to be granted pursuant to Section
422 and related sections of the Internal Revenue Code as amended;

    NOW THEREFORE, the Board adopts this as the 2001 COMPENSATION PLAN
I (the "Plan").

1.00  EFFECTIVE DATE AND TERMINATION OF PLAN
    The effective date of the Plan is April 12, 2001, which is the day
the Plan was adopted by the Board. The Plan will terminate on the
earlier of the date of the grant of the final option for the last share
of common stock allocated under the Plan or ten years from the date
thereof, whichever is earlier, and no options will be granted
thereafter pursuant to this Plan.

2.00  ADMINISTRATION OF PLAN
    The Plan shall be administered by the Board, which may adopt such
rules and regulations for its administration as it may deem necessary
or appropriate, or may be administered by a Compensation Committee to
be appointed by the Board, to have such composition and duties as the
Board may from time to time determine.

3.00  ELIGIBILITY TO PARTICIPATE IN THE PLAN
    3.01 Subject to the provisions of the Plan, the Board, or its
designee, shall determine and designate, from time to time those
consultants, advisors, and employees of the Company, or consultants,
advisors, and employees of a parent or subsidiary corporation of the
Company, to whom shares are to be issued and/or options are to be
granted hereunder and the number of shares to be optioned from time to
time to any individual or entity. In determining the eligibility of an
individual or entity to receive shares or an option, as well as in
determining the number of shares to be issued and/or optioned to any
individual or entity, the Board, or its designee, shall consider the
nature and value to the Company for the services which have been
rendered to the Company and such other factors as the Board, or its
designee, may deem relevant.

    3.02 To be eligible to be selected to receive an option, an
individual must be a consultant, advisor or an employee of the Company
or a consultant, advisor, or an employee of a parent or subsidiary
corporation of the Company. The grant of each option shall be confirmed
by a Stock Option Agreement which shall be executed by the Company and
the optionee as promptly as practicable after such grant.  More than
one option may be granted to an individual or entity. Shares shall be
issued directly to such entities.

    3.03 An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.

    3.04 The option price (determined as of the time the option is
granted) of the stock for which any person may be granted options under
this Plan (and all other plans of the Company) may be increased or
reduced by the Board, or its designee, from time to time.

4.00  NUMBER OF SHARES SUBJECT TO THE PLAN
    The Board, prior to the time shall reserve for the purposes of the
Plan a total of Five Hundred Thousand (500,000) of the authorized but
unissued shares of common shares of the Company, provided that any
shares as to which an option granted under the Plan remains unexercised
at the expiration thereof may be the subject of the grant of further
options under the Plan within the limits and under the terms set forth
in Article 3.00 hereof.

5.00  PRICE OF COMMON SHARES
    The initial and standard price per share of common stock to be
issued directly or by option shall be the Fair Market Value per share
but may be changed in each case by the Board, or its designee, from
time to time. If the share price is changed, the Board, or its
designee, shall determine the share price no later than the date of the
issuance of the shares and/or the grant of the option and at such other
times as the Board, or its designee, deems necessary.  The Board shall
have absolute final discretion to determine the price of the common
stock under the Plan. In the absence of such specific determination,
the share price will be the Fair Market Value per share.  "Fair Market
Value" shall mean, if there is an established market for the Company's
Common Stock on a stock exchange, in an over-the-counter market or
otherwise, the average Closing Price of the Company's stock for the 10
consecutive trading days immediatly before the valuation date, provided
that the Board may, in its discretion provide an alternative definition
for Fair Market Value in the instrument granting the right or option.
Unless otherwise specified by the Board at the time of grant (or in the
formula applicable to such grant), the valuation date for purposes of
determining the option price shall be the date of grant.  The Board may
specify that, instead of the date of grant, the valuation date shall be
a valuation period of up to ninety (90) days prior to the date of
grant, and Fair Market Value for purposes of such grant shall be the
average over the valuation period of the mean of the highest and lowest
quoted selling prices on each date on which sales were made in the
valuation period.  If there is no established market for the Company's
Common Stock, or if there were no sales during the applicable valuation
period, the determination of Fair Market Value shall be established by
the Board in its sole discretion, considering the criteria set forth in
Treas. Reg. Section 20.2031-2 or successor regulations.

6.00  SUCCESSIVE OPTIONS
    Any option granted under this Plan to a person may be exercisable
at such person's discretion while there is outstanding any other stock
option previously granted to such person, whether under this Plan or
any other stock option plan of the Company.

7.00 PERIOD AND EXERCISE OF OPTION
    7.01. Options granted under this Plan shall expire on the first to
occur of the following dates whether or not exercisable on such dates:
 (i) five (5) years from the date the option is initially granted; (ii)
six (6) months from the date the person ceases employment due to
permanent and total disability; (iii) the date of termination of
employment for reasons other than retirement, permanent and total
disability or death, unless the Board determines, in its sole
discretion, that it would be in the best interest of the Company to
extend the options for a period not to exceed three (3) years; or (iv)
three (3) months from the date the employee retires with permission of
the Board.

    7.02.  Notwithstanding Section 7.01, any portion of any option
which has not become exercisable pursuant to Section 7.03 prior to the
death of the employee or termination of employment shall expire on the
employee's date of death or termination date, if termination is for
reasons other than retirement or total and permanent disability.

	7.03. Any option granted under this Plan may be immediately
exercised by the holder thereof. Such an option may be exercised in
whole or in part at the time it becomes exercisable or from time to
time thereafter, until the expiration of the option.

8.00 PAYMENT FOR OPTIONED SHARES
    When a person holding an option granted under this Plan exercises
any portion of the option he shall pay the full option price for the
shares covered by the exercise of that portion of his option within one
(1) month after such exercise.  As soon as practicable, after the
person notifies the Company of the exercise of his option and makes
payment of the required option price, the Company shall issue such
shares to the person.  The Board may also permit a participant to
effect a cashless or net exercise of an option without tendering any
shares of the Company's stock as payment for the option.  In such an
event, the participant will be deemed to have paid for the exercise of
the option with shares of the Company's stock and shall receive from
the Company a number of shares equal to the difference between (i) the
shares that would have been tendered to pay the option price and
withholding taxes, if any, and (ii) the number of options exercised.
The Board may also cause the Company to enter into arrangements with
one or more licensed stock brokerage firms whereby participants may
exercise options without payment therefor but with irrevocable orders
to such brokerage firm to immediately sell the number of shares
necessary to pay the option price and withholding taxes, if any, and
then to transmit the proceeds from such sales directly to the Company
in satisfaction of such obligations.

9.00  RESTRICTIONS ON TRANSFER
    9.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal
representative in the event of the person's death, and except as
provided in Section 9.02, options granted hereunder are exercisable
only by the person during his life.

    9.02 If a person dies holding outstanding options issued pursuant
to this Plan, his personal representative shall have the right to
exercise such options only within one year of the death of the person.

10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
    If and to the extent that the number of issued shares of common
stock of the Company shall be increased or reduced by change in par
value, split-up reclassification, distribution of a dividend payable in
stock, or the like, the number of shares subject to direct issuance or
an option held by a person and the option price per share shall be
proportionately adjusted. If the Company is reorganized or consolidated
or merged with another corporation, the person shall be entitled to
receive direct issuance or options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an
equivalent price, and subject to the same conditions.

11.00 DISSOLUTION OR LIQUIDATION
    Upon the dissolution or liquidation of the Company, the options
granted hereunder shall terminate and become null and void, but the
person shall have the right immediately prior to such dissolution or
liquidation to exercise any options granted and exercisable hereunder
to the full extent not before exercised.

12.00 BINDING EFFECT
    This Plan shall inure to the benefit of and be binding upon the
Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.

13.00 ADOPTION OF PLAN
    This Plan has been duly adopted by the Board of Directors of the
Company on April 12, 2001.

14.00 NOTICES
    Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page
hereof.

    IN WITNESS WHEREOF, the Company has caused this Plan to be executed
on its behalf by its President, to be sealed by its corporate seal, and
attested by its Secretary effective the day and year first above
written.

                                      Reliable Power Systems, Inc.

                                      By
                                      Thomas J. Wiens, Chairman & CEO

ATTEST:

David A. Groom
Secretary                  (SEAL)

                            Exhibit 5

                   OPINION AND CONSENT OF LEGAL COUNSEL

                      DAVID WAGNER & ASSOCIATES, P.C.
                      Attorneys and Counselors at Law
                      8400 East Prentice Avenue
                      Penthouse Suite
                      Englewood, CO  80111

April 13, 2001

Board of Directors
RELIABLE POWER SYSTEMS, INC.
1450 West Evans
Denver,Colorado 80223

Gentlemen:

We have acted as counsel to RELIABLE POWER SYSTEMS, INC. (the
"Company") in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
covering registration under the Securities Act of 1933, as amended, of
the 500,000 shares of the Company's common stock, no par value per
share (the "Shares"), pursuant to the 2001 Stock Compensation Plan I of
April 12, 2001, (the APlan@). As such, we have examined the
Registration Statement and such other documents of the Company as we
deemed appropriate under the circumstances.

Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plans and Registration Statement, at a time when
effective, and that there will be full compliance with all applicable
securities laws involved under the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated pursuant to said Acts, and in those states in
which the Shares may be sold, we are of the opinion that, upon issuance
of the Shares according to the Registration Statement and
receipt of the consideration to be paid for the Shares, the Shares will
be validly issued, fully paid and nonassessable shares of Common Stock
of the Company. This opinion does not cover any matters related to any
re-offer or re-sale of the Shares by the Plan Beneficiary, once issued
pursuant to the Plans as described in the Registration Statement.

This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
This opinion is based on our knowledge of the law and facts as of the
date hereof. We assume no duty to communicate with the Company in
respect to any matter which comes to our attention hereafter.

Very truly yours,

/s/ DAVID WAGNER & ASSOCIATES, P.C.
-----------------------------------

Consent:

We consent to the use of our opinion dated April 13, 2001 as an exhibit
to the Registration Statement of RELIABLE POWER SYSTEMS, INC. and to
the reference to our firm in the Registration Statement.

/S/ DAVID WAGNER & ASSOCIATES, P.C.
-----------------------------------

                             Exhibit 24.1

                              CONSENT OF
               INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the incorporation by reference into this
Registration Statement on Form S-8 of our report dated January 19, 2001
and March 6, 2001 as to Note 11 to the financial statements (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the Company's ability to continue as a going concern),
which appears under Item 7 of the Annual Report on Form 10-KSB/A of
Dencor Energy Cost Controls, Inc. for the year ended December 31, 2000.

GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
April 12, 2001