Reliable Power Systems Inc – ‘PREM14C’ on 2/20/01

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Preliminary Proxy Information Statement — Merger or Acquisition   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Information Statement                     26    112K 

Document Table of Contents

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SCHEDULE 14C
(RULE 14c-101)

 INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION
 INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:                                                      

[X] Preliminary Information Statement                       

          [ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))                                        

[ ] Definitive Information Statement                        

 DENCOR ENERGY COST CONTROLS, INC.
(name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box:)                              

[X] No Fee required.                                        

       [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.                                               

        (1) Title of each class of securities to which transaction
applies:                                  

              (2) Aggregate number of securities to which transaction applies:

         (3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-1

      [ ] Set forth the amount on which the filing fee is calculated and
state how it was determined:                        

  (4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:                               

[ ] Fee paid previously with preliminary materials.         

          [ ] Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the
            offsetting fee was paid previously. Identify the previous filing
             by registration statement number, or the Form or Schedule and the
date of its filing.                                 

(1) Amount Previously Paid:                       

(2) Form, Schedule or Registration Statement No.: 

(3) Filing Party:                                 

(4) Date Filed:                                   

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 DENCOR ENERGY COST CONTROLS, INC.
 1450 WEST EVANS
DENVER, COLORADO 80223
303-922-1888

 INFORMATION STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH __, 2001

MARCH __, 2001

 WE ARE NOT ASKING YOU FOR A PROXY AND
 YOU ARE REQUESTED NOT TO SEND A PROXY

TO ALL SHAREHOLDERS OF DENCOR ENERGY COST CONTROLS. INC.                        

    NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders (the
"Meeting") of Dencor Energy Cost Controls, Inc., a Colorado a corporation (the  
"Company"), will be held at the offices of the Company, 1450 West Evans, Denver,
Colorado 80223, on March ___, 2001, at 9:30 a.m. Mountain Time. Management of   
the Company may conduct and participate in the Meeting by conference telephone. 
An Information Statement for the Meeting is enclosed. The purpose of the meeting
is to consider and take action on the proposals summarized below:               

        1.  To ratify the Merger by and among the Company, Denmer Corporation,
      Reliable Power Systems, Inc. and certain shareholders of the
Company;                                              

      2.  To amend the Company's Articles of Incorporation to increase the
         authorized common stock to 195,000,000 shares, no par value; to
            effectuate 1 for 18 reverse stock split with all fractional shares
    being rounded to the nearest whole share; and to amend the
        Company's Articles of Incorporation to decrease the authorized
          common stock from 195,000,000 shares, no par value to 65,000,000
             shares, no par value and to increase the authorized preferred stock
          from 5,000,000 shares, no par value to 15,000,000 shares, no par
value;                                                

         3.  To amend the Articles of Incorporation to change the Company's name
           from Dencor Energy Cost Controls, Inc. to Reliable Power Systems,
Inc.                                                  

       4.  To amend the Company's Articles of Incorporation to eliminate the
right of cumulative voting for directors;             

  5.  To approve the Reliable Power Systems Equity Incentive Plan;

     6.  To elect Thomas J. Wiens, Graydon Neher and Luke Botica, to the
Board of Directors                                    

  7.  To ratify the appointment of AJ Robbins, PC as the Company's
            independent auditors for the fiscal year ending December 31, 2001;
and                                                   

 8.  To conduct such other business as properly comes before the
Meeting.                                              

    The close of business on February ___, 2000, has been fixed as the
record date for determining shareholders entitled to notice of and to vote at   
the Meeting and any adjournments thereof. For a period of at least ten days     
prior to the Meeting, a complete list of shareholders entitled to vote at the   
Meeting will be open to examination by any shareholder during ordinary business 
hours at the offices of the Company, 1450 West Evans, Denver, Colorado 80223.   

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        The description of the proposals set forth above is intended only as a
summary. Information concerning the matters to be acted upon at the Meeting is  
contained in the accompanying Information Statement. The shareholders of        
approximately 94.7% of the shares entitled to vote at the Meeting have agreed to
vote in favor of the proposals summarized above. Therefore, we are not asking   
you for a proxy and you are requested not to send us a proxy.                   

By Order of the Board of Directors:                                             

Thomas J. Wiens, Chairman                                                       

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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

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 DENCOR ENERGY COST CONTROLS, INC.
 1450 WEST EVANS
DENVER, COLORADO 80223
303-922-1888

 INFORMATION STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

 MARCH ___, 2001

    This Information Statement of Dencor Energy Cost Controls, Inc., a
Colorado corporation (the "Company"), is being furnished to the shareholders of 
the Company in connection with an Annual Meeting of the Shareholders of the     
Company to be held at the offices of the Company, 1450 West Evans, Denver,      
Colorado 80223, on March __, 2001, at 9:30 a.m. Mountain Time (the "Meeting").  
Management of the Company may conduct and participate in the Meeting by         
conference telephone.                                                           

   At the Meeting, the Company's shareholders will consider and take
action on the following Proposals:                                              

        1.  To ratify the Merger by and among the Company, Denmer Corporation,
      Reliable Power Systems, Inc. and certain shareholders of the
Company;                                              

      2.  To amend the Company's Articles of Incorporation to increase the
         authorized common stock to 195,000,000 shares, no par value; to
            effectuate 1 for 18 reverse stock split with all fractional shares
    being rounded to the nearest whole share; and to amend the
        Company's Articles of Incorporation to decrease the authorized
          common stock from 195,000,000 shares, no par value to 65,000,000
             shares, no par value and to increase the authorized preferred stock
          from 5,000,000 shares, no par value to 15,000,000 shares, no par
value;                                                

         3.  To amend the Articles of Incorporation to change the Company's name
           from Dencor Energy Cost Controls, Inc. to Reliable Power Systems,
Inc.                                                  

       4.  To amend the Company's Articles of Incorporation to eliminate the
right of cumulative voting for directors;             

  5.  To approve the Reliable Power Systems Equity Incentive Plan;

     6.  To elect Thomas J. Wiens, Graydon Neher and Luke Botica, to the
Board of Directors                                    

  7.  To ratify the appointment of AJ Robbins, PC as the Company's
            independent auditors for the fiscal year ending December 31, 2001;
and                                                   

 8.  To conduct such other business as properly comes before the
Meeting.                                              

     The Company plans to continue its current operations and expand its
operations to include energy management and energy generation solutions to      
commercial and industrial customers. The Company currently manufactures and     
distributes energy cost control devices out of Denver, Colorado offices and is  
seeking to acquire additional companies and products to expand its operations.  

The Colorado Business Corporation Act requires the approval of
shareholders who hold at least a majority of the outstanding shares entitled to 
vote to approve a recapitalization, to effect a reverse stock split, to change  
the corporate name, to eliminate cumulative voting for directors, and to elect  
directors. The Internal Revenue Code requires shareholder approval of the       
IntelliReady Equity Incentive Plan. The Company is not required to obtain       
shareholder approval for the appointment of auditors, however, the Company has  
elected to submit this issue to a vote of the shareholders.                     

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Thomas J. Wiens, Chairman of the Company, who is deemed to be an "affiliate" of 
the Company, owns or has voting power over approximately 94.7% of the issued and
outstanding voting securities of the Company as of the Record Date, has         
consented to vote for and adopt the resolutions of the Board of Directors to    
ratify the Merger by and among the Company, Denmer Corporation, Reliable Power  
Systems, Inc. and certain shareholders of the Company, to increase the          
authorized capital of the company to 195,000,000 shares of common stock, no par 
value, to effectuate a 1 for 18 reverse stock split, to decrease the authorized 
common stock to 65,000,000 shares, no par value, to increase the authorized     
preferred stock to 15,000,000 shares, no par value, to change the Company's name
to Reliable Power Systems, Inc., to eliminate the right of cumulative voting, to
adopt the Reliable Power Systems Equity Incentive Plan, to elect Thomas J.      
Wiens, Graydon Neher and Luke Botica as directors, and to ratify the            
appointment of AJ Robbins PC as the Company's independent auditors. No further  
votes are required, and none will be solicited. See the caption "Voting         
Securities and Record Date," herein.                                            

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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

----------

The date of this Information Statement is March ___, 2001.

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 VOTING SECURITIES AND RECORD DATE

     The Company's currently has two classes of stock outstanding. Those
classes are common stock and preferred stock. The Company currently has two     
series of preferred stock outstanding, consisting of Series A Convertible       
Preferred Stock and Series B Redeemable Preferred Stock. All common stockholders
are entitled to one vote per share for each item, provided that cumulative      
voting is allowed for directors. Holders of Series A Convertible Preferred Stock
are entitled to 50 votes per share and holders of Series B Redeemable Preferred 
Stock are entitled to one vote per share. All shareholders at the close of      
business on February ___, 2001 (the "Record Date") are entitled to vote on the  
Proposals being presented to the shareholders.                                  

   On the Record Date, there were 22,749,804 shares of common stock,
3,348,000 shares of Series A convertible Preferred Stock and 300,000 shares of  
Series B Redeemable Preferred Stock outstanding. In accordance with the         
Company's Articles of Incorporation, a majority of the shares of stock entitled 
to vote on an issue represented in person or by proxy, will constitute a quorum 
at this annual shareholders' meeting. The vote of a majority of all outstanding 
shares is necessary to approve each of the Proposals and cumulative voting is   
allowed for directors. The Chairman of the Board, Mr. Wiens, has enough votes to
approve the Proposals outlined herein, including the election of all directors  
after taking into account the effects of cumulative voting and has indicated    
that he will approve the Proposals at the Meeting. The following tables sets    
forth information as of February ___, 2001 with respect to the ownership of the 
common stock and preferred stock for all persons who own or have voting control 
over more than five percent of each class or series of stock. The following     
shareholders have sole voting and investment power with respect to the shares,  
unless indicated otherwise.                                                     

                                                                [Download Table]

Name of Beneficial Owner              Beneficially Owned(1)  Percent of Class
------------------------              ---------------------  ----------------

                                                                             
COMMON STOCK                                                                 

First Western Industries, LLC(2)             6,804,000            29.90%     

New West Capital, LLC(2)                       126,000              .55%     

New West Partners, LLC(2)                    1,890,000             8.33%     

Thomas J. Wiens(2)                           3,780,000            16.60%     

Venture Vest Capital Corporation(3)          1,800,000             7.91%     

Maynard L. Moe(4)                            2,103,650             9.25%     

Edmund Barbour                                 610,000             2.68%     

All Executive Officers and                                                   
Directors as a group (3 persons)            15,313,650            67.31%     

SERIES A CONVERTIBLE PREFERRED STOCK                                         

First Western Industries, LLC                1,807,920(5)         54.00%     

New West Capital, LLC                           33,480(5)          1.00%     

New West Partners, LLC                         502,200(5)         15.00%     

Thomas J. Wiens                              1,004,400(5)         30.00%     

SERIES B REDEEMABLE PREFERRED STOCK                                          

Maynard L. Moe                                 150,000            50.00%     
Theodore Hedman                                150,000            50.00%     

 1.       All calculations are on a fully diluted basis and are based on
              stock ownership immediately prior to the proposed 18 for 1 reverse
         stock split. These calculations do not include the effects of
          stock payments that are required to be made to consultants for
            services that have or currently are being rendered because these
              payments are based on the fair market value of the Company's stock
             following the reverse stock split. Furthermore, the net effect of
      these payments are not anticipated to materially alter the
              ownership interest of the officers, directors and 5% shareholders.

 2.       First Western Industries, LLC, dba New West Holdings, LLC, New
            West Capital, LLC, and Capital Partners, LLC are located at 5567
          South Perry Park Road, Sedalia, Colorado 80135. These entities
       are controlled by Thomas J. Wiens and his immediate family.

  3.       The address for Venture Vest Capital Corporation is 26 West Dry
Creek Cir., Suite 600, Littleton, Colorado 80120.   

     4.       The address for Maynard L. Moe is 1450 West Evans, Denver Colorado
80223.                                              

    5.       The Series A Convertible Preferred Stock, as a group represents a
total of 167,400,000 votes.                         

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PRINCIPAL OFFICE

   The principal office of the Company shall remain 1450 West Evans,
Denver, Colorado 80223. It may be necessary to move the principal office in the 
near future. At this time, the Company intends to keep its principal office in  
the Denver metropolitan area.                                                   

 CHANGE IN CONTROL

        On February 7, 2001, pursuant to the terms of the Merger Agreement and
Plan of Reorganization dated February 7, 2001, by and among the Company, Denmer 
Corporation, Reliable Power Systems, Inc. and certain shareholders of the       
Company, the shareholder of Reliable Power Systems, Inc. acquired 12,600,000    
shares of the Company's common stock. Under the terms of the Agreement, Theodore
Hedman, a former director of the Company, resigned on February 7, 2001 and      
Thomas J. Wiens was appointed as Chairman of the Board of Directors.            
Additionally, the former shareholders of Reliable Power Systems, Inc. were      
granted 3,348,000 shares of Series A Convertible Preferred Stock. The Series A  
Convertible Preferred Stock is convertible, in the aggregate, into 167,400,000  
shares of common stock and is entitled to 50 votes per share. Finally, Maynard  
Moe and Theodore Hedman exchanged accrued wages for 300,000 shares of Series B  
Redeemable Preferred Stock. For a more complete description of the change in    
control and the terms of the Agreement see "MERGER AGREEMENT".                  

MERGER AGREEMENT

         The Company executed a Merger Agreement and Plan of Reorganization (the
"Agreement") whereby the Company issued 12,600,000 shares of no par value common
stock and 3,348,000 shares of no par value Series A Convertible Preferred Stock 
to the shareholder of Reliable Power Systems, Inc. $339,588.59 of the Company's 
debt was converted into Series B Redeemable Preferred Stock. Reliable Power     
Systems, Inc. merged into the Company's wholly owned subsidiary, Denmer         
Corporation. At the time of closing, Reliable Power Systems, Inc. was required  
to have $300,000 of unrestricted cash in excess of its liabilities. This cash   
was immediately loaned to the Company and used to pay off $300,000 of the       
Company's liabilities. The Articles of Merger were filed with the Colorado      
Secretary of State on February 8, 2001.                                         

      Reliable Power Systems, Inc. was a small start-up Company located in
Sedalia, Colorado. Reliable Power Systems, Inc. intends to provide commercial   
and industrial customers with a complete energy management and energy generating
product line. The combined companies intend to accomplish this by locating and  
hiring an experienced management team, raising additional capital and acquiring 
existing businesses with complimentary product lines.                           

        As a result of the merger, the shareholders of Reliable Power Systems,
Inc. acquired approximately 94.7% of the voting control of the Company. Reliable
Power Systems, Inc.'s shareholders, First Western Industries, LLC, dba New West 
Holdings, LLC, New West Capital, LLC, New West Partners, LLC and Thomas J. Wiens
were issued 12,600,000 shares of the Company's common stock and 3,348,000 shares
of Series A Convertible Preferred Stock. Each share of Series A Convertible     
Preferred Stock will convert into 50 shares of common stock after the increase  
of authorized common stock to 195,000,000 shares. Each share of Series A        
Convertible Preferred                                                           

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Stock is entitled to 50 votes on all matters submitted to the shareholders.     
Therefore, these shareholders have 180,000,000 of a possible 190,149,804 votes. 
A condition of Reliable Power Systems, Inc.'s willingness to close the          
transaction was the resignation of a director and the appointment of Thomas J.  
Wiens to the Board of Directors.                                                

INCREASE IN AUTHORIZED CAPITAL

       The sole reason for authorizing 195,000,000 shares of common stock is
to allow the Company to convert the Series A Convertible Preferred Stock into   
common stock and to comply with the terms of the Merger Agreement. Management   
believes that the Series A Preferred Stock is detrimental to its ability to     
raise additional capital and support a sufficient per share value for its stock.
Immediately following the conversion of the series A Convertible Preferred Stock
into common stock, the Company will effectuate the 1 for 18 reverse stock split.

SHARE CONVERSION FOLLOWING REVERSE STOCK SPLIT

     Each share of common stock of the Company shall, upon the effective
date of reverse stock split, be converted into 1/18 share of common stock of the
Company. The Company will round all fractional shares in accordance with normal 
rounding rules. Shareholders will be required to send their existing share      
certificates to the Company's transfer agent in exchange for a new certificate. 
The cost of the new certificates shall be paid by the individual shareholders.  
Management believes that it is imperative to preserve the Company's cash and    
control expenses. Therefore, the Company has made the difficult decision to     
require shareholders to pay the expense of converting their share certificates. 

 PURPOSE AND PRINCIPAL REASONS FOR THE REVERSE STOCK SPLIT

     The principal reason to effect the reverse stock split is to assure
that the Company's capital structure will be suitable for a small cap publicly  
traded company. The Company believes that it will not be able to maintain a     
sufficient price per share without effectuating the reverse stock split.        

  The Company currently manufactures and sells energy cost control
devices. While the Company was initially profitable in the 1970s, it has had    
limited success and has not been profitable in the past several years. As a     
result the Company's shares have had very little value and the bid and ask      
prices on February 8, 2001 were $.05 and $.06 respectively. The Company believes
that its products are still viable and may result in future profits. The new    
majority shareholder plans to continue the current product line and pursue      
business opportunities in energy management and generation business, which it   
believes will add value to the Company's common stock. The management of the    
Company believes that reducing the number of outstanding and authorized shares  
of capital stock of the Company will encourage a higher trading price for the   
Company's stock in the future. Management of the Company believes that, in      
general, low trading prices have an adverse impact on the efficient level of the
trading market for securities. In particular, brokerage firms often charge      
higher commissions for transaction involving low-priced stocks than they would  
for the same dollar amount of securities with a higher per share price. Some    
brokerage firms will not recommend purchases of low-priced stocks to their      
clients or make a market in such stocks, which tendencies adversely affect the  
liquidity for shareholders. In addition, a low priced stock adversely affects a 
corporation's ability to obtain equity financing. Finally, low priced stock are 
subject to the penny stock regulations.                                         

PENNY STOCK REGULATION

      The Securities and Exchange Commission (the "SEC") has adopted rules
that regulate broker-dealer practices in connection with transactions in "penny 
stocks". Generally, penny stocks are equity securities with a price of less than
$5.00 (other than securities registered on national securities exchanges or     
quoted on the NASDAQ system). So long as the Company's shares are traded for    
less than $5 per share, the shares will be subject to the SEC's penny stock     
rules unless (1) the Company's net tangible assets exceed $5,000,000 during its 
first three years of continuous operations or $2,000,000 after its first three  
years of continuous operations; or (2) the Company has had average revenue of at
least $6,000,000 for the last three years. The penny stock rules require a      
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure                            

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document prescribed by the SEC that provides information about penny stocks and 
the nature and level of risks in the penny stock market. The broker-dealer also 
must provide the customer with current bid and offer quotations for the penny   
stock, the compensation of the broker-dealer and its salesperson in the         
transaction and monthly account statements showing the market value of each     
penny stock held in the customer's account. In addition, the penny stock rules  
require that prior to a transaction in a penny stock not otherwise exempt from  
those rules, the broker-dealer must make a special written determination that   
the penny stock is a suitable investment for the purchaser and receive the      
purchaser's written agreement to the transaction. These requirements may have   
the effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. As long as the common    
stock is subject to the penny stock rules, shareholders may find it difficult to
sell their common stock.                                                        

DECREASE IN AUTHORIZED COMMON STOCK AND INCREASE IN AUTHORIZED
 PREFERRED STOCK

         Immediately following the reverse stock split, the Company will file an
amendment to its Articles of Incorporation decreasing the authorized common     
stock to 65,000,000 shares and increasing the authorized preferred stock to     
15,000,000 shares. At that time the Company will have 10,563,878 shares of      
common stock and 300,000 shares of Series B Redeemable Preferred Stock          
outstanding. The principal reason for this recapitalization is to have a capital
structure suitable for a small cap publicly traded company while giving the     
Board of Directors sufficient ability to carry out its acquisition strategy. The
Company believes that a decrease in the authorized common stock will allow it   
access to more capital. The Company believes the increase in authorized         
preferred stock is necessary to carry out its acquisition strategy.             

BLANK CHECK PREFERRED STOCK                                                     

    Following the increase in authorized preferred stock, the Board of
Directors, without further action by the shareholders, unless otherwise required
by law, will be authorized to issue up to 14,700,000 shares of preferred stock  
at such times, for such purposes and for such consideration as it may determine,
subject only to limitations imposed by the Certificate of Designations for the  
Series B Redeemable Preferred Stock. The foregoing is a summary of the terms and
conditions relating to the ability of the Board of Directors of the Company to  
issue preferred stock.                                                          

The issuance of preferred stock could be used to create voting
impediments and to make it more difficult for persons seeking to effect a merger
or otherwise gain control of the Company. At this time, neither the Board of    
Directors nor management of the Company is considering the use of preferred     
stock for such purposes. The authorization and issuance of a series of preferred
stock could have certain effects on the holders of common stock. Such effects   
might include (a) restrictions on dividends on common stock if dividends on     
preferred stock are in arrears, (b) possible dilution of the voting power of the
common stock to the extent that the preferred stock has voting rights, and (c)  
holders of the common stock not being entitled to share in the Company's assets 
upon liquidation until satisfaction of any liquidation preference granted to the
preferred stock. The ability to issue preferred stock gives the Company greater 
flexibility for future financing needs, acquisitions, and other corporate       
purposes.                                                                       

SERIES B REDEEMABLE PREFERRED STOCK                                             

         The Series B Redeemable Preferred Stock has a stated value of $1.00 per
share and liquidation preference for its holders. This means that the holders of
the Series B Redeemable Preferred stock are entitled to receive $300,000 in cash
or Company assets prior to any distributions to common stockholders. The Series 
B Redeemable Preferred stockholders are entitled to one voter per share and to  
participate in dividends on the same basis as the common stockholders.          
Management has no intention of declaring dividends in the foreseeable future.   
The Series B Redeemable Preferred stock is required to be redeemed by the       
Company in three equal installments on February 7, 2002, February 7, 2003 and   
February 7, 2004. The Company has the option of redeeming this preferred stock  
for cash at its stated value or with common stock at its then fair market value,
provided that the fair market value shall be deemed to not be less than $2.00   
per share nor more than $10.00 per share. Until such time as all of the Series B
Redeemable Preferred Stock is redeemed, the Company may not issue any preferred 
stock with liquidation preferences in favor of the Series B Redeemable Preferred
Stock.                                                                          

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 FEDERAL INCOME TAX CONSEQUENCES OF THE RECAPITALIZATION

         The recapitalization is intended to be a tax-free transaction under the
Internal Revenue Code of 1986, as amended. Assuming the recapitalization        
qualifies as a tax free transaction, no gain or loss will be recognized to the  
holders of capital stock of the Company as a result of consummation of the      
recapitalization, and no gain or loss will be recognized by the Company. Each   
former holder of capital stock of the Company will have the same basis in the   
capital stock following the recapitalization as such holder has in the capital  
stock of the Company held by such holder at the time of consummation of the     
recapitalization. Each shareholder's holding period with respect to his capital 
stock will include the period during which such holder held the corresponding   
Company capital stock. The Company has not obtained a ruling from the Internal  
Revenue Service or an opinion of legal or tax counsel with respect to the       
consequences of the recapitalization.                                           

  The Company is making no representation regarding the proper tax
treatment of this transaction. The IRS may view this transaction differently    
than the Company and could conclude that it is a taxable event.                 

THE FOREGOING IS ONLY A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES.     
SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING THE SPECIFIC TAX   
CONSEQUENCES TO THEM OF THE PROPOSED REINCORPORATION, INCLUDING THE             
APPLICABILITY OF THE LAWS OF ANY STATE OR OTHER JURISDICTION.                   

CHANGE OF CORPORATE NAME TO RELIABLE POWER SYSTEMS, INC.

    The Board of Directors has proposed changing the corporate name to
Reliable Power Systems, Inc. The Board of Directors believes that this name will
be better received by its customers and will result in an identifiable brand    
name. The Board of Directors intends to retain ownership of the name Dencor     
Energy Cost Controls to preserve any goodwill that has been created in that name
and will initially continue to market its existing products under that name.    

ELIMINATION OF CUMULATIVE VOTING

      The Board of Directors is recommending the elimination of cumulative
voting. The Board of Directors believe that cumulative voting is generally not  
viewed favorably by institutional investors and is unnecessarily complicated.   

 REGULATORY REQUIREMENTS

         With the exception of filings to be made with the Colorado Secretary of
State, there are no federal or state regulatory requirements to be complied with
or approvals that must be obtained in connection with the proposed amendments to
the Articles of Incorporation.                                                  

 REPORTS, OPINIONS OR APPRAISALS

        No report, opinion or appraisal has been sought in connection with the
proposed amendments to the Articles of Incorporation.                           

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 ADOPTION OF EQUITY INCENTIVE PLAN

       The Company's Board of Director has adopted the Equity Incentive Plan
and is submitting it for shareholder approval. The Board of Directors believes  
that the Equity Incentive Plan is important to permit the Company to continue to
attract and retain officers, directors, key employees, advisors and consultants,
to encourage stock ownership by employees and management, and to give the Board 
of Directors flexibility to provide incentives and promote the financial success
and progress of the Company.                                                    

Below is a summary description of the Equity Incentive Plan:                    

    The Equity Incentive Plan will be administered by the Compensation
Committee of the Board of Directors (the "Committee") of the Company or the     
Board of Directors if a Committee is not appointed. At this time, the Committee 
has not been formed. Subject to the Equity Incentive Plan, the Committee has the
authority to determine to whom stock options or stock appreciation rights may be
granted, the time or times at which options and rights are granted, the number  
of shares covered by each such grant, and the duration of the options or rights.
All decision, determinations and interpretations made by the Committee are      
binding on participants of the Equity Incentive Plan.                           

UNDERLYING SECURITIES                                                           

       The securities underlying stock options and stock appreciation rights
under the Equity Incentive Plan are shares of the Company's no par value common 
stock. Pursuant to the Equity Incentive Plan the maximum number of shares of    
common stock that may be issued upon exercise or payment will not exceed 900,000
shares. Pursuant to the terms of the Equity Incentive Plan, shares subject to   
stock options or stock appreciation rights which for any reason expire or are   
terminated unexercised as to such shares may again be the subject of a grant    
under the Equity Incentive Plan. In addition, for purposes of calculating the   
maximum number of shares which may be issued under the Equity Incentive Plan,   
only shares issued as a result of the exercise of stock appreciation rights are 
counted and any shares tendered as payment of the exercise price of an option   
will be added back to the Equity Incentive Plan.                                

ELIGIBLE EMPLOYEES AND OTHERS                                                   

      Stock options and stock appreciation rights may be granted under the
Equity Incentive Plan to officers, directors and employees of, and advisors and 
consultants to, the Company. Options granted under the Equity Incentive Plan    
that are incentive stock options ("ISOs") within the meaning of Section 422 of  
the Internal Revenue Code (the "Code") may only be granted to employees         
(including officers and directors who are employees) of the Company. Advisors   
and consultants may receive grants only if they provide bona fide services that 
are not rendered in connection with the offer or sale of securities or in a     
capital-raising transaction. The Committee's discretion in granting options or  
stock appreciation rights to its members is limited. See "Option Grants to      
Committee Members" below.                                                       

OPTION GRANTS TO COMMITTEE MEMBERS                                              

        Grants to Committee members may only be made by the Board of Directors
(with members of the Committee abstaining). Additionally, the Board of Directors
may establish a formula by which options are granted to Committee members.      

OPTION PRICE AND DURATION                                                       

Pursuant to the Equity Incentive Plan, the option price for   
nonqualified options, may be less than the fair market value of the stock on the
date of grant, but in no event will the option price be less than 50% of the    
fair market value of the stock on the valuation date. For ISOs, the exercise    
price per share is 100% of the fair market value of the common stock on the date
of valuation, or in the case of ISOs granted to employees holding more than 10% 
of the total combined voting power of all classes of stock of the Company, 110% 
of the fair market value of the common stock on the valuation date.             

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         "Fair Market Value" means (a) 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 ten         
consecutive trading days immediately before the valuation date, provided that   
the Committee may in its discretion provide an alternative definition of Fair   
Market Value, or (b) if there were no such sales on the valuation date, then in 
accordance with Treas. Reg. Sect. 10.2031-2 or successor regulations. Unless    
otherwise specified by the Committee at the time of grant or in the Equity      
Incentive Plan (as in the case of automatic grants to Committee members), the   
valuation date for purposes of determining Fair Market Value is the date of     
grant. The Committee may, however, specify in any grant of an option or stock   
appreciation right that, instead of the date of the grant, the valuation date   
shall be a valuation period of up to 90 days preceding 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.                     

         Unless otherwise prescribed by the Committee, options granted under the
Equity Incentive Plan expire ten years from the date of grant, or in the case of
ISOs granted to employees holding more than 10% of the total combined voting    
power of all classes of stock of the Company, five years from the date of grant.

EXERCISE OF OPTIONS AND PAYMENT FOR STOCK                                       

        Options are exercisable in accordance with the terms and conditions of
the grant to the participant. The exercise price of options may be paid in cash 
or in shares of the Company's common stock (valued at the fair market value of  
the shares on the date of exercise) or by a combination thereof. The Committee  
may, in its discretion, loan one or more participants all or a portion of the   
exercise price, together with the amount of any tax liability incurred by the   
participant as a result of the exercise of the option, for up to three years    
with interest payable at the prime rate quoted in the Wall Street Journal on the
date of exercise. Members of the Committee may receive such loans for the       
exercise of their options with Board approval. In addition, the Committee or the
Board of Directors may elect to permit a participant to effect a net exercise of
an option without tendering shares of the Company's stock as payment for the    
option. In such an event, the participant would be deemed to have paid for the  
exercise of the option with shares of the Company's stock and would receive from
the Company a number of shares equal to the difference between the shares that  
would have been tendered and the number of options exercised.                   

STOCK APPRECIATION RIGHTS                                                       

     Stock appreciation rights may be granted by the Committee under the
Equity Incentive Plan. A stock appreciation right entitles its holder to receive
the excess of the fair market value (at the date of exercise) of a share of     
common stock over the exercise price of the stock appreciation right.           

EXERCISE OF STOCK APPRECIATION RIGHTS                                           

         A stock appreciation right is exercisable at the time prescribed by the
Committee. Exercise of a stock appreciation right is effected by written notice 
to the Company. The Company may pay the stock appreciation right in cash or     
shares of common stock in its sole discretion.                                  

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NO TRANSFERABILITY                                                              

       During a participant's lifetime, an option may be exercisable only by
the participant. Options granted under the Equity Incentive Plan and the rights 
and privileges conferred thereby are not subject to execution, attachment or    
similar process and may not be transferred, assigned, pledged or hypothecated in
any manner (whether by operation of law or otherwise) other than by will or by  
the applicable laws of descent and distribution. Notwithstanding the foregoing, 
to the extent permitted by applicable law and Rule 16b-3, the Committee may (i) 
permit a recipient of a nonqualified stock option to designate in writing during
the participant's lifetime a beneficiary to receive and exercise the            
participant's nonqualified stock options in the event of such participant's     
death, (ii) grant nonqualified stock options that are transferable to the       
immediate family or a family trust of the recipient, and (iii) modify existing  
nonqualified stock options to be transferable to the immediate family or a      
family trust of the recipient. Any other attempt to transfer, assign, pledge,   
hypothecate or otherwise dispose of any option under the Equity Incentive Plan  
or of any right or privilege conferred thereby contrary to the provisions of the
Equity Incentive Plan would be null and void.                                   

AMENDMENT, SUSPENSION AND TERMINATION                                           

  The Board of Directors or the Committee may at any time suspend,
terminate or amend the Equity Incentive Plan, except that, without the approval 
of the shareholders, (i) the total number of shares available for grants under  
the Equity Incentive Plan may not be increased, and (ii) no change may be made  
that requires shareholder approval under applicable law. No amendment,          
suspension or termination of the Equity Incentive Plan will, without the        
participant's consent, alter or impair any of the rights or obligations under   
any option or stock appreciation right granted prior to that amendment,         
suspension or termination. Unless earlier terminated by the Committee, the      
Equity Incentive Plan will terminate on March __, 2011, and no stock option or  
stock appreciation right maybe granted after that date.                         

FEDERAL INCOME TAX CONSEQUENCES                                                 

        A. Incentive Stock Options. The following general rules are applicable
for Federal income tax purposes under existing law to employees of the Company  
who receive and exercise ISOs granted under the Equity Incentive Plan:          

                  1.   Generally, no taxable income results to the optionee upon
                       the grant of an ISO or upon the issuance of shares to him
or her upon exercise of the ISO.  

               2.   No tax deduction is allowed to the Company upon either
                    grant or exercise of an ISO under the Equity Incentive
Plan.                             

           3.   If shares acquired upon exercise of an ISO are not
                       disposed of prior to the later of (i) two years following
              the date the Option was granted or (ii) one year
                  following the date the shares are transferred to the
                  optionee pursuant to the exercise of the Option, the
                      difference between the amount realized on any subsequent
                   disposition of the shares and the exercise price will
                   generally be treated as long-term gain or loss to the
optionee.                         

                4.   If shares acquired upon exercise of an ISO are disposed
                      of before the expiration of one or both of the requisite
                      holding periods (a "disqualifying disposition"), then in
                 most cases the lesser of (i) any excess of the Fair
                       Market Value of the shares at the time of exercise of the
                       Option over the exercise price or (ii) the actual gain on
                 disposition, will be treated as compensation to the
                       optionee and will be taxed as ordinary income in the year
of such disposition.              

             5.   In any year that an optionee recognizes compensation
                      income on a disqualifying disposition of shares acquired
                 by exercising an ISO, the Company will generally be
                  entitled to a corresponding deduction for income tax
purposes.                         

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                 6.   Any excess of the amount realized by the optionee as the
                       result of a disqualifying disposition over the sum of (i)
                       the exercise price and (ii) the amount of ordinary income
                 recognized under the above rules will be treated as
                    either long-term or short-term capital gain, depending
                      upon the time elapsed between receipt and disposition of
such shares.                      

               7.   The bargain element at the time of exercise of an ISO,
                    i.e., the amount by which the fair market value of the
                    common stock acquired upon exercise of the ISO exceeds
                      the exercise price, may be taxable to the optionee under
                  the "alternative minimum tax" provision of the Code.

       B. Nonqualified Options. Nonqualified Options are taxed in accordance
        with Section 83 of the Code and the Regulations issued thereunder. The
         following general rules are applicable to United States holders of such
  options and to the Company for Federal income tax purposes under
existing law:                                                 

                  1.   The optionee does not realize any taxable income upon the
                    grant of a Nonqualified Option, and the Company is not
                    allowed a business expense deduction by reason of such
grant.                            

                 2.   The optionee will recognize ordinary compensation income
                    at the time of exercise of a Nonqualified Option in an
                    amount equal to the excess, if any, of the fair market
                  value of the shares on the date of exercise over the
                   exercise price. The Company will require employees to
                  make appropriate arrangements for the withholding of
taxes on this amount.             

           3.   When the optionee sells the shares, he or she will
                     recognize a capital gain or loss in the amount equal to
                      the difference between the amount realized upon the sale
                     of the shares and his or her basis in the shares (i.e.,
                      the exercise price plus the amount taxed to the optionee
                       as compensation income). If the optionee holds the shares
                   for longer than one year, this gain or loss will be a
long-term capital gain or loss.   

          4.   In general, the Company will be entitled to a tax
                   deduction in the year in which compensation income is
recognized by the optionee.       

 ELECTION OF DIRECTORS

         At the Annual Meeting, the shareholders will elect a Board of Directors
of three persons to serve until the next annual meeting of shareholders or until
the election and qualification of their respective successors. It is not        
anticipated that any nominee will be unable or unwilling to accept nomination or
election. All of the nominees have consented to serve as Directors until the    
next annual meeting, if elected. A majority of the votes cast at the Annual     
Meeting by shareholders entitled to vote thereon will be required for the       
election to the Board of Directors.                                             

NOMINEES

Thomas J. Wiens, Mr. Wiens is the Chairman of IntelliReady, Inc. IntelliReady is
a home automation and bundled digital service provider. Mr. Wiens served as the 
Chairman of Recycling Industries, Inc. from 1988 to 1999. Recycling Industries, 
Inc., one of the nations's largest metals recycling companies. Due to an        
unprecedented drop in scrap metal prices, Recycling Industries filed for        
protection under Chapter 11 of the United States Bankruptcy Code in February of 
1999 and filed a Reorganization Plan on June 14th, 2000. Mr. Wiens was the      
recipient of the Ernst & Young 1998 Entreprenuer of the Year Award for the Rocky
Mountain Region. Mr. Wiens serves on the Board of Directors of the National     
Cutting Horse Association, the Board of Advisors of the Yale Divinity School and
is actively involved with several local and national charities. Mr. Wiens earned
a BA from the School of Government and Public Administration at the American    
University in Washington, DC and hold a Mdiv from Yale University.              

Graydon H. Neher. Mr. Neher has served as President of Chemco, Inc. since       
December of 1994. Chemco, Inc. is a privately held natural resources company    
based in Denver, Colorado. Mr. Neher is a former director of Recycling          
Industries, Inc. During his tenure at Recycling Industries, Inc. Mr. Neher was  
appointed various committees, including the executive, compensation and audit   
committee. Mr. Neher currently serves on the Board of Directors of Compa Food   
Ministry, a non-profit charitable organization. Mr. Neher received a Bachelors  
degree in Finance from the University of Puget Sound and attended the           
University of Colorado at Boulder.                                              

Luke F. Botica. Mr. Botica currently serves as Chief Financial Officer for      
Avenue.com. Mr. Botica is a former member and Vice Chairman of the Board of     
Directors of Recycling Industries, Inc. While with Recycling, Mr. Botica        
distinguished himself as an expert in finance and accounting. Mr. Botica has 27 
years of senior, hands-on experience in fast growth companies, including over   
$1.0 billion in financings, initial public offerings, private placements, and   
commercial bank and lease facilities. Mr. Botica was Vice President and Chief   
Financial Officer of Donnelley Enterprise Solutions Incorporated from April of  
1996 to September 1997 and Executive Vice President and Chief Financial Officer 
for Dames and Moore, Inc. from July 1995 to April 1996.                         

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    Except for Thomas J. Wiens, no Director is a director of any other
public company. Mr. Wiens is Chairman of IntelliReady, Inc. There are no family 
relationships among Directors of the Company, and no arrangements or            
understandings pursuant to which any of them are to be elected as Directors.    

      During the fiscal year ended December 31, 2000, the Company had four
(4) Directors' Meetings. Each of the directors attended all meetings. There are 
no audit, compensation, or nominating committees of the Board of Directors.     

 EFFECTS OF CUMMULATIVE VOTING

   Cummulative voting allows each shareholder to cast five votes for
directors. These votes may all be cast for a single nominee, five separate      
nominees, or in any other manner chosen by a shareholder. The maximum number of 
votes that may be cast by shareholders other than Mr. Wiens for any one director
is 50,749,020. Mr. Wiens is entitled to cast 900,000,000 votes for the nominees 
for the Board of Directors. Mr. Wiens has indicated that he intends to cast     
180,000,000 votes in favor of each nominee. This means that Mr. Wiens has       
sufficient voting control to elect all five nominees to the Board of Directors  
aster taking into account the effects of cumulative voting.                     

 APPOINTMENT OF AJ ROBBINS, PC AS AUDITORS

       The following resolution will be offered by the Board of Directors at
the meeting:                                                                    

       "RESOLVED, that the selection by the Board of Directors of AJ Robbins
        PC, Certified Public Accountants, to audit the accounts of the Company
for the year ended December 31, 1999, is hereby ratified".    

        AJ Robbins PC will serve as the Company's independent auditors for the
year ended December 31, 2001. This constitutes a change from the prior year.    
Gelfond Hochstadt Pangburn & Company previously served as the Company's         
independent auditors. There are no disputes or controversies regarding the      
proper manner of reporting financial transactions between the Board of Directors
and Gelfond Hochstadt Pangburn & Company. The new board of directors is familiar
with AJ Robbins PC and desires to hire AJ Robbins PC because of its             
responsiveness to its clients needs. Neither AJ Robbins PC, nor any member of   
its staff, has any financial interest in or any connection (other than as       
independent auditors) with the Company.                                         

       The services performed by Gelfond Hochstadt Pangburn & Company during
the last fiscal year were limited to the preparation of the audit and related   
matters. There were no non-audit services performed by the auditors during the  
fiscal year ended December 31, 1998. The Board of Directors anticipates         
utilizing AJ Robbins PC to assist with the structuring of its accounting        
department, the preparation of Securities and Exchange Commission filings and if
necessary for management consulting services.                                   

   There is no legal requirement for submitting this proposal to the
shareholders; however, it is submitted by the Board of Directors in order to    
give the shareholders an opportunity to express their views on the Company's    
auditors. Whether the proposal is approved or defeated, the Board may reconsider
its selection of AJ Robbins PC.                                                 

     If the resolution is not approved by the shareholders, the Board of
Directors will reconsider its selection of AJ Robbins PC and consider retaining 
another firm of auditors.                                                       

   It is not anticipated that any representative of AJ Robbins PC or
Gelfond Hochstadt Pangburn & Company will attend the Annual Meeting.            

  An affirmative vote of the majority of shares represented at the
meeting is necessary to ratify the selection of auditors. The Board recommends  
that the shareholders vote in favor of ratifying the selection of AJ Robbins PC 
as the Company's auditors for the fiscal year ending December 31, 2001 or until 
the Board of Directors, in its discretion, replaces them.                       

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 BOARD OF DIRECTORS' RECOMMENDATIONS

       The Board of Directors has considered each of the Proposals set forth
in this information statement and is recommending that the shareholders adopt   
each of the proposals.                                                          

THE CHAIRMAN OF THE BOARD OF DIRECTORS OWNS SUFFICIENT VOTING SECURITIES OF THE 
COMPANY TO ADOPT, RATIFY AND APPROVE ALL OF THE ITEMS TO BE VOTED UPON AT THE   
ANNUAL MEETING OF THE SHAREHOLDER. NO FURTHER CONSENTS, VOTES OR PROXIES ARE    
NEEDED, AND NONE ARE REQUESTED.                                                 

         The information contained in this Information Statement constitutes the
only notice any shareholder will be provided.                                   

 FINANCIAL INFORMATION

         A copy of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999 will be made available upon request.                          

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

   With the exception of the amendments to the Company's Articles of
Incorporation which will benefit Thomas J. Wiens and his affiliate entities by  
allowing the Series A Convertible Preferred Stock to be converted to common     
stock, none of the Company's officers, directors or any of their respective     
affiliates has any interest in any of the proposals to be acted upon at the     
Meeting. None of the Company's directors has indicated to the Company an        
intention to oppose any of the proposals to be acted upon at the Meeting. The   
Chairman of the Board, Mr. Wiens, has enough votes to approve the Proposals     
outlined herein and has indicated that he will approve the Proposals at the     
Meeting.                                                                        

FORWARD-LOOKING STATEMENTS

  This Information Statement may contain certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform  
Act of 1995 or by the Securities and Exchange Commission in its rules,          
regulations and releases, which represent the Company's expectations or beliefs,
including but not limited to, statements concerning the Company's operations,   
economic performance, financial condition, growth and acquisition strategies,   
investments, and future operational plans. For this purpose, any statements     
contained herein that are not statements of historical fact may be deemed to be 
forward-looking statements. Without limiting the generality of the foregoing,   
words such as "may," "will," "expect," "believe," "anticipate," "intend,"       
"could," "estimate," "might," or "continue" or the negative or other variations 
thereof or comparable terminology are intended to identify forward-looking      
statements. These statements, by their nature, involve substantial risks and    
uncertainties, certain of which are beyond the company's control, and actual    
results may differ materially depending on a variety of important factors,      
including uncertainty related to acquisitions, governmental regulation, managing
and maintaining growth, volatility of stock prices and any other factors        
discussed in this and other Company filings with the Securities and Exchange    
Commission.                                                                     

 AVAILABLE INFORMATION

The Company reports under the information requirements of the 
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in    
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information filed
with the Commission can be inspected and copied at the public reference         
facilities maintained by the Commission at Room 1024, 450 Fifth                 

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Street, NW, Washington, DC 20549 or at the Regional Offices of the Commission   
which are located as follows: Northwestern Atrium Center, 500 West Madison      
Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th  
Floor, New York, New York 10048. Copies of such material can also be obtained   
from the Commission at prescribed rates. Written requests for such material     
should be addressed to the Public Reference Section, Securities and Exchange    
Commission, 450 Fifth Street, NW, Washington, DC 20549. The Commission maintains
a Web site that contains reports, proxy statements and other information filed  
electronically by the Company with the Commission which can be accessed over the
Internet at http://www.sec.gov.                                                 

DISSENTER'S RIGHTS

Pursuant to the Colorado Business Corporation Act, in certain 
identified situations the shareholders of the Company are entitled to assert    
dissenter's right and obtain payment for their shares. Colorado Business        
Corporation Act Section 7-113-101 et seq. provide a detailed explanation        
of when and how dissenter's rights are exercised. As a result of the merger     
shareholders may be entitled to assert dissenter's rights. The Colorado Business
Corporation Act requires the Company to notify shareholders of record whenever  
they may be entitled to assert dissenter's rights. Shareholders desiring to     
assert dissenter's rights must affirmatively do so by delivering written notice 
to the Company prior to the shareholder vote. The foregoing information is      
merely a summary of the Colorado Business Corporation Act's Dissenter's Rights  
Provisions. A copy of the Colorado Business Corporation Act's Dissenter's Rights
Provisions is attached as Exhibit A. This is the only notice of possible        
dissenter's rights that will be provided to shareholders.                       

OTHER BUSINESS

   Management of the Company knows of no other matter which may come
before the Meeting. However, if any additional matters are properly presented at
the Meeting, Mr. Wiens has enough votes to establish a quorum and will vote in  
accordance with his judgment on such matters.                                   

EXHIBITS

A. Colorado Business Corporation Act - Dissenter's Rights Provisions            

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 EXHIBIT A
 COLORADO BUSINESS CORPORATION ACT
DISSENTER'S RIGHTS

7-113-101. DEFINITIONS. For purposes of this article:                           

(1) "Beneficial shareholder" means the beneficial owner of shares held in a     
voting trust or by a nominee as the record shareholder.                         

(2) "Corporation" means the issuer of the shares held by a dissenter before the 
corporate action, or the surviving or acquiring domestic or foreign corporation,
by merger or share exchange of that issuer.                                     

(3) "Dissenter" means a shareholder who is entitled to dissent from corporate   
action under section 7-113-102 and who exercises that right at the time and in  
the manner required by part 2 of this article.                                  

(4) "Fair value" with respect to a dissenter's shares, means the value of the   
shares immediately before the effective date of the corporate action to which   
the dissenter objects, excluding any appreciation or depreciation in            
anticipation of the corporate action except to the extent that exclusion would  
be inequitable.                                                                 

(5) "Interest" means interest from the effective date of the corporate action   
until the date of payment, at the average rate currently paid by the corporation
on its principal bank loans or, if none, at the legal rate as specified in      
section 5-12-101, C.R.S.                                                        

(6) "Record shareholder" means the person in whose name shares are registered in
the records of a corporation or the beneficial owner of shares that are         
registered in the name of a nominee to the extent such owner is recognized by   
the corporation as the shareholder as provided in section 7-107-204.            

(7) "Shareholder" means either a record shareholder or a beneficial shareholder.

7-113-102. RIGHT TO DISSENT. (1) A shareholder, whether or not entitled to vote,
is entitled to dissent and obtain payment of the fair value of the shareholder's
shares in the event of any of the following corporate actions:                  

(a) Consummation of a plan of merger to which the corporation is a party if:    

(I) Approval by the shareholders of that corporation is required for the merger 
by section 7-111-103 or 7-111-104 or by the articles of incorporation; or       

(II) The corporation is a subsidiary that is merged with its parent corporation 
under section 7-111-104;                                                        

(b) Consummation of a plan of share exchange to which the corporation is a party
as the corporation whose shares will be acquired;                               

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(c) Consummation of a sale, lease, exchange, or other disposition of all, or    
substantially all, of the property of the corporation for which a shareholder   
vote is required under section 7-112-102(1); and                                

(d) Consummation of a sale, lease, exchange, or other disposition of all, or    
substantially all, of the property of an entity controlled by the corporation if
the shareholders of the corporation were entitled to vote upon the consent of   
the corporation to the disposition pursuant to section 7-112-102(2).            

(1.3) A shareholder is not entitled to dissent and obtain payment, under        
subsection (1) of this section, of the fair value of the shares of any class or 
series of shares which either were listed on a national securities exchange     
registered under the federal "Securities Exchange Act of 1934", as amended, or  
on the national market system of the national association of securities dealers 
automated quotation system, or were held of record by more than two thousand    
shareholders, at the time of:                                                   

(a) The record date fixed under section 7-107-107 to determine the shareholders 
entitled to receive notice of the shareholders' meeting at which the corporate  
action is submitted to a vote;                                                  

(b) The record date fixed under section 7-107-104 to determine shareholders     
entitled to sign writings consenting to the corporate action; or                

(c) The effective date of the corporate action if the corporate action is       
authorized other than by a vote of shareholders.                                

(1.8) The limitation set forth in subsection (1.3) of this section shall not    
apply if the shareholder will receive for the shareholder's shares, pursuant to 
the corporate action, anything except:                                          

(a) Shares of the corporation surviving the consummation of the plan of merger  
or share exchange;                                                              

(b) Shares of any other corporation which at the effective date of the plan of  
merger or share exchange either will be listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934", as amended, or  
on the national market system of the national association of securities dealers 
automated quotation system, or will be held of record by more than two thousand 
shareholders;                                                                   

(c) Cash in lieu of fractional shares; or                                       

(d) Any combination of the foregoing described shares or cash in lieu of        
fractional shares.                                                              

(2) (Deleted by amendment, L. 96, p. 1321, Section 30, effective June 1, 1996.) 

(2.5) A shareholder, whether or not entitled to vote, is entitled to dissent and
obtain payment of the fair value of the shareholder's shares in the event of a  
reverse split that reduces the number of shares owned by the shareholder to a   
fraction of a share or to scrip if the fractional share or scrip so created is  
to be acquired for cash or the scrip is to be voided under section 7-106-104.   

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(3) A shareholder is entitled to dissent and obtain payment of the fair value of
the shareholder's shares in the event of any corporate action to the extent     
provided by the bylaws or a resolution of the board of directors.               

(4) A shareholder entitled to dissent and obtain payment for the shareholder's  
shares under this article may not challenge the corporate action creating such  
entitlement unless the action is unlawful or fraudulent with respect to the     
shareholder or the corporation.                                                 

7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS. (1) A record shareholder  
may assert dissenters' rights as to fewer than all the shares registered in the 
record shareholder's name only if the record shareholder dissents with respect  
to all shares beneficially owned by any one person and causes the corporation to
receive written notice which states such dissent and the name, address, and     
federal taxpayer identification number, if any, of each person on whose behalf  
the record shareholder asserts dissenters' rights. The rights of a record       
shareholder under this subsection (1) are determined as if the shares as to     
which the record shareholder dissents and the other shares of the record        
shareholder were registered in the names of different shareholders.             

(2) A beneficial shareholder may assert dissenters' rights as to the shares held
on the beneficial shareholder's behalf only if:                                 

(a) The beneficial shareholder causes the corporation to receive the record     
shareholder's written consent to the dissent not later than the time the        
beneficial shareholder asserts dissenters' rights; and                          

(b) The beneficial shareholder dissents with respect to all shares beneficially 
owned by the beneficial shareholder.                                            

(3) The corporation may require that, when a record shareholder dissents with   
respect to the shares held by any one or more beneficial shareholders, each such
beneficial shareholder must certify to the corporation that the beneficial      
shareholder and the record shareholder or record shareholders of all shares     
owned beneficially by the beneficial shareholder have asserted, or will timely  
assert, dissenters' rights as to all such shares as to which there is no        
limitation on the ability to exercise dissenters' rights. Any such requirement  
shall be stated in the dissenters' notice given pursuant to section 7-113-203.  

7-113-201. NOTICE OF DISSENTERS' RIGHTS. (1) If a proposed corporate action     
creating dissenters' rights under section 7-113-102 is submitted to a vote at a 
shareholders' meeting, the notice of the meeting shall be given to all          
shareholders, whether or not entitled to vote. The notice shall state that      
shareholders are or may be entitled to assert dissenters' rights under this     
article and shall be accompanied by a copy of this article and the materials, if
any, that, under articles 101 to 117 of this title, are required to be given to 

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shareholders entitled to vote on the proposed action at the meeting. Failure to 
give notice as provided by this subsection (1) shall not affect any action taken
at the shareholders' meeting for which the notice was to have been given, but   
any shareholder who was entitled to dissent but who was not given such notice   
shall not be precluded from demanding payment for the shareholder's shares under
this article by reason of the shareholder's failure to comply with the          
provisions of section 7-113-202(1).                                             

(2) If a proposed corporate action creating dissenters' rights under section    
7-113-102 is authorized without a meeting of shareholders pursuant to section   
7-107-104, any written or oral solicitation of a shareholder to execute a       
writing consenting to such action contemplated in section 7-107-104 shall be    
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights under this article, by a copy of this  
article, and by the materials, if any, that, under articles 101 to 117 of this  
title, would have been required to be given to shareholders entitled to vote on 
the proposed action if the proposed action were submitted to a vote at a        
shareholders' meeting. Failure to give notice as provided by this subsection (2)
shall not affect any action taken pursuant to section 7-107-104 for which the   
notice was to have been given, but any shareholder who was entitled to dissent  
but who was not given such notice shall not be precluded from demanding payment 
for the shareholder's shares under this article by reason of the shareholder's  
failure to comply with the provisions of section 7-113-202(2).                  

7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT. (1) If a proposed corporate      
action creating dissenters' rights under section 7-113-102 is submitted to a    
vote at a shareholders' meeting and if notice of dissenters' rights has been    
given to such shareholder in connection with the action pursuant to section     
7-113-201.                                                                      

(1) a shareholder who wishes to assert dissenters' rights shall:                

(a) Cause the corporation to receive, before the vote is taken, written notice  
of the shareholder's intention to demand payment for the shareholder's shares if
the proposed corporate action is effectuated; and (b) Not vote the shares in    
favor of the proposed corporate action.                                         

(2) If a proposed corporate action creating dissenters' rights under section    
7-113-102 is authorized without a meeting of shareholders pursuant to section   
7-107-104 and if notice of dissenters' rights has been given to such shareholder
in connection with the action pursuant to section 7-113-201 (2), a shareholder  
who wishes to assert dissenters' rights shall not execute a writing consenting  
to the proposed corporate action.                                               

(3) A shareholder who does not satisfy the requirements of subsection (1) or (2)
of this section is not entitled to demand payment for the shareholder's shares  
under this article.                                                             

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7-113-203. DISSENTERS' NOTICE. (1) If a proposed corporate action creating      
dissenters' rights under section 7-113-102 is authorized, the corporation shall 
give a written dissenters' notice to all shareholders who are entitled to demand
payment for their shares under this article.                                    

(2) The dissenters' notice required by subsection (1) of this section shall be  
given no later than ten days after the effective date of the corporate action   
creating dissenters' rights under section 7-113-102 and shall:                  

(a) State that the corporate action was authorized and state the effective date 
or proposed effective date of the corporate action;                             

(b) State an address at which the corporation will receive payment demands and  
the address of a place where certificates for certificated shares must be       
deposited;                                                                      

(c) Inform holders of uncertificated shares to what extent transfer of the      
shares will be restricted after the payment demand is received;                 

(d) Supply a form for demanding payment, which form shall request a dissenter to
state an address to which payment is to be made;                                

(e) Set the date by which the corporation must receive the payment demand and   
certificates for certificated shares, which date shall not be less than thirty  
days after the date the notice required by subsection (1) of this section is    
given;                                                                          

(f) State the requirement contemplated in section 7-113-103(3), if such         
requirement is imposed; and                                                     

(g) Be accompanied by a copy of this article.                                   

7-113-204. PROCEDURE TO DEMAND PAYMENT. (1) A shareholder who is given a        
dissenters' notice pursuant to section 7-113-203 and who wishes to assert       
dissenters' rights shall, in accordance with the terms of the dissenters'       
notice:                                                                         

(a) Cause the corporation to receive a payment demand, which may be the payment 
demand form contemplated in section 7-113-203(2)(d), duly completed, or may be  
stated in another writing; and                                                  

(b) Deposit the shareholder's certificates for certificated shares.             

(2) A shareholder who demands payment in accordance with subsection (1) of this 
section retains all rights of a shareholder, except the right to transfer the   
shares, until the effective date of the proposed corporate action giving rise to
the shareholder's exercise of dissenters' rights and has only the right to      
receive payment for the shares after the effective date of such corporate       
action.                                                                         

(3) Except as provided in section 7-113-207 or 7-113-209(1)(b), the demand for  
payment and deposit of certificates are irrevocable.                            

(4) A shareholder who does not demand payment and deposit the shareholder's     
share certificates as required by the date or dates set in the dissenters'      
notice is not entitled to payment for the shares under this article.            

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7-113-205. UNCERTIFICATED SHARES. (1) Upon receipt of a demand for payment under
section 7-113-204 from a shareholder holding uncertificated shares, and in lieu 
of the deposit of certificates representing the shares, the corporation may     
restrict the transfer thereof.                                                  

(2) In all other respects, the provisions of section 7-113-204 shall be         
applicable to shareholders who own uncertificated shares.                       

7-113-206. PAYMENT. (1) Except as provided in section 7-113-208, upon the       
effective date of the corporate action creating dissenters' rights under section
7-113-102 or upon receipt of a payment demand pursuant to section 7-113-204,    
whichever is later, the corporation shall pay each dissenter who complied with  
section 7-113-204, at the address stated in the payment demand, or if no such   
address is stated in the payment demand, at the address shown on the            
corporation's current record of shareholders for the record shareholder holding 
the dissenter's shares, the amount the corporation estimates to be the fair     
value of the dissenter's shares, plus accrued interest.                         

(2) The payment made pursuant to subsection (1) of this section shall be        
accompanied by:                                                                 

(a) The corporation's balance sheet as of the end of its most recent fiscal year
or, if that is not available, the corporation's balance sheet as of the end of a
fiscal year ending not more than sixteen months before the date of payment, an  
income statement for that year, and, if the corporation customarily provides    
such statements to shareholders, a statement of changes in shareholders' equity 
for that year and a statement of cash flow for that year, which balance sheet   
and statements shall have been audited if the corporation customarily provides  
audited financial statements to shareholders, as well as the latest available   
financial statements, if any, for the interim or full-year period, which        
financial statements need not be audited;                                       

(b) A statement of the corporation's estimate of the fair value of the shares;  

(c) An explanation of how the interest was calculated;                          

(d) A statement of the dissenter's right to demand payment under section        
7-113-209; and                                                                  

(e) A copy of this article.                                                     

7-113-207. FAILURE TO TAKE ACTION. (1) If the effective date of the corporate   
action creating dissenters' rights under section 7-113-102 does not occur within
sixty days after the date set by the corporation by which the corporation must  
receive the payment demand as provided in section 7-113-203, the corporation    
shall return the deposited certificates and release the transfer restrictions   
imposed on uncertificated shares.                                               

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(2) If the effective date of the corporate action creating dissenters' rights   
under section 7-113-102 occurs more than sixty days after the date set by the   
corporation by which the corporation must receive the payment demand as provided
in section 7-113-203, then the corporation shall send a new dissenters' notice, 
as provided in section 7-113-203, and the provisions of sections 7-113-204 to   
7-113-209 shall again be applicable.                                            

7-113-208. SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER ANNOUNCEMENT OF 
PROPOSED CORPORATE ACTION. (1) The corporation may, in or with the dissenters'  
notice given pursuant to section 7-113-203, state the date of the first         
announcement to news media or to shareholders of the terms of the proposed      
corporate action creating dissenters' rights under section 7-113-102 and state  
that the dissenter shall certify in writing, in or with the dissenter's payment 
demand under section 7-113-204, whether or not the dissenter (or the person on  
whose behalf dissenters' rights are asserted) acquired beneficial ownership of  
the shares before that date. With respect to any dissenter who does not so      
certify in writing, in or with the payment demand, that the dissenter or the    
person on whose behalf the dissenter asserts dissenters' rights acquired        
beneficial ownership of the shares before such date, the corporation may, in    
lieu of making the payment provided in section 7-113-206, offer to make such    
payment if the dissenter agrees to accept it in full satisfaction of the demand.

(2) An offer to make payment under subsection (1) of this section shall include 
or be accompanied by the information required by section 7-113-206(2).          

7-113-209. PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR OFFER. (1) A  
dissenter may give notice to the corporation in writing of the dissenter's      
estimate of the fair value of the dissenter's shares and of the amount of       
interest due and may demand payment of such estimate, less any payment made     
under section 7-113-206, or reject the corporation's offer under section        
7-113-208 and demand payment of the fair value of the shares and interest due,  
if:                                                                             

(a) The dissenter believes that the amount paid under section 7-113-206 or      
offered under section 7-113-208 is less than the fair value of the shares or    
that the interest due was incorrectly calculated;                               

(b) The corporation fails to make payment under section 7-113-206 within sixty  
days after the date set by the corporation by which the corporation must receive
the payment demand; or                                                          

(c) The corporation does not return the deposited certificates or release the   
transfer restrictions imposed on uncertificated shares as required by section   
7-113-207(1).                                                                   

(2) A dissenter waives the right to demand payment under this section unless the
dissenter causes the corporation to receive the notice required by subsection   

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(1) of this section within thirty days after the corporation made or offered    
payment for the dissenter's shares.                                             

7-113-301. COURT ACTION. (1) If a demand for payment under section 7-113-209    
remains unresolved, the corporation may, within sixty days after receiving the  
payment demand, commence a proceeding and petition the court to determine the   
fair value of the shares and accrued interest. If the corporation does not      
commence the proceeding within the sixty-day period, it shall pay to each       
dissenter whose demand remains unresolved the amount demanded.                  

(2) The corporation shall commence the proceeding described in subsection (1) of
this section in the district court of the county in this state where the        
corporation's principal office is located or, if the corporation has no         
principal office in this state, in the district court of the county in which its
registered office is located. If the corporation is a foreign corporation       
without a registered office, it shall commence the proceeding in the county     
where the registered office of the domestic corporation merged into, or whose   
shares were acquired by, the foreign corporation was located.                   

(3) The corporation shall make all dissenters, whether or not residents of this 
state, whose demands remain unresolved parties to the proceeding commenced under
subsection (2) of this section as in an action against their shares, and all    
parties shall be served with a copy of the petition. Service on each dissenter  
shall be by registered or certified mail, to the address stated in such         
dissenter's payment demand, or if no such address is stated in the payment      
demand, at the address shown on the corporation's current record of shareholders
for the record shareholder holding the dissenter's shares, or as provided by    
law.                                                                            

(4) The jurisdiction of the court in which the proceeding is commenced under    
subsection (2) of this section is plenary and exclusive. The court may appoint  
one or more persons as appraisers to receive evidence and recommend a decision  
on the question of fair value. The appraisers have the powers described in the  
order appointing them, or in any amendment to such order. The parties to the    
proceeding are entitled to the same discovery rights as parties in other civil  
proceedings.                                                                    

(5) Each dissenter made a party to the proceeding commenced under subsection (2)
of this section is entitled to judgment for the amount, if any, by which the    
court finds the fair value of the dissenter's shares, plus interest, exceeds the
amount paid by the corporation, or for the fair value, plus interest, of the    
dissenter's shares for which the corporation elected to withhold payment under  
section 7-113-208.                                                              

7-113-302. COURT COSTS AND COUNSEL FEES. (1) The court in an appraisal          
proceeding commenced under section 7-113-301 shall determine all costs of the   

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proceeding, including the reasonable compensation and expenses of appraisers    
appointed by the court. The court shall assess the costs against the            
corporation; except that the court may assess costs against all or some of the  
dissenters, in amounts the court finds equitable, to the extent the court finds 
the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding
payment under section 7-113-209.                                                

(2) The court may also assess the fees and expenses of counsel and experts for  
the respective parties, in amounts the court finds equitable:                   

(a) Against the corporation and in favor of any dissenters if the court finds   
the corporation did not substantially comply with the requirements of part 2 of 
this article; or                                                                

(b) Against either the corporation or one or more dissenters, in favor of any   
other party, if the court finds that the party against whom the fees and        
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with 
respect to the rights provided by this article.                                 

(3) If the court finds that the services of counsel for any dissenter were of   
substantial benefit to other dissenters similarly situated, and that the fees   
for those services should not be assessed against the corporation, the court may
award to said counsel reasonable fees to be paid out of the amounts awarded to  
the dissenters who were benefitted.                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14C’ Filing		Date		First		Last			Other Filings
		2/7/04		9
		2/7/03		9
		2/7/02		9
		12/31/01		2		15			10KSB,  NT 10-K
Filed on:		2/20/01							SC 13D
		2/8/01		7		8
		2/7/01		7					8-K,  8-K/A
		12/31/00		15					10KSB,  10KSB/A
		12/31/99		15		16			10KSB,  NT 10-K
		12/31/98		15					10KSB,  DEF 14A,  NTN 10K,  PRE 14A
		6/1/96		19
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