<PAGE>

  As filed with the Securities and Exchange Commission on September 27, 2002
                                                         Registration No. 333-

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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

                          STRATUS SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)
                            ------------------------

                   New Jersey                   22-2433361
          (State or other jurisdiction       (I.R.S. Employer
               of incorporation or          Identification No.)
                  organization)

                                 500 CRAIG ROAD
                        MANALAPAN, NEW JERSEY 07726-8790
                                 (732) 866-0300
                          (Address, including zip code,
                  of Registrant's Principal Executive Offices)
                            ------------------------

                          STRATUS SERVICES GROUP, INC.
                           1999 EQUITY INCENTIVE PLAN
                           2000 EQUITY INCENTIVE PLAN
                           2001 EQUITY INCENTIVE PLAN
                           2002 EQUITY INCENTIVE PLAN
                         NON-PLAN EMPLOYEE STOCK OPTIONS
                              (Full Title of Plans)
                            ------------------------

                                JOSEPH J. RAYMOND
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          STRATUS SERVICES GROUP, INC.
                                 500 CRAIG ROAD
                        MANALAPAN, NEW JERSEY 07726-8790
                                 (732) 866-0300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                            ------------------------

                                   Copies To:

                            PHILIP D. FORLENZA, ESQ.
                           GIORDANO, HALLERAN & CIESLA
                           A PROFESSIONAL CORPORATION
                               125 HALF MILE ROAD
                          MIDDLETOWN, NEW JERSEY 07748
                                 (732) 741-3900



<PAGE>


                                    CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
==================================================================================================================
                                                    Proposed Maximum      Proposed Maximum
  Title of Securities to be       Amount to be       Offering Price      Aggregate Offering             Amount of
         Registered              Registered (7)         Per Share               Price               Registration Fee
<S>                              <C>                <C>                  <C>                        <C>
    Common Stock,
    $.01 par value (1)                     110,000           $3.00                  330,000             $31.00

    Options to purchase
    Common Stock (1)                       110,000              --                       --                 --

    Common Stock
    $.01 par value (1)                      50,000             .65                   32,500               3.00

    Options to purchase
    Common Stock (1)                        50,000              --                       --                 --

    Common Stock,
    $.01 par value (2)                     166,667            1.50                  250,001              23.00

    Options to purchase
    Common Stock (2)                       166,667              --                       --                 --

    Common Stock,
    $.01 par value (2)                   1,000,000            6.00                6,000,000             552.00

    Options to purchase
    Common Stock (2)                     1,000,000              --                       --                 --

    Common Stock,
    $.01 par value (2)                     500,000            1.10                  550,000              51.00

    Options to purchase                    500,000
    Common Stock (2)                                            --                       --                 --

    Common Stock,
    $.01 par value (3)                      32,349            6.00                  190,094              18.00

    Options to purchase
    Common Stock (3)                        32,349              --                       --                 --

    Common Stock,
    $.01 par value (3)                       2,115            6.60                   13,959               2.00

    Options to purchase
    Common Stock (3)                         2,115              --                       --                 --

    Common Stock,
    $.01 par value (3)                     130,000           5.625                  731,250              68.00

    Options to purchase
    Common Stock (3)                       130,000              --                       --                 --

    Common Stock
    $.01 par value (3)                     335,536            0.20                   67,107(8)            7.00


                                       2



<Page>


    Options to purchase
    Common Stock (3)                       335,536              --                       --                 --

    Common Stock,
    $.01 par value (4)                     300,000           5.625                1,687,500             156.00

    Options to purchase
    Common Stock (4)                       300,000              --                       --                 --

    Common Stock
    $.01 par value (4)                     200,000            0.20                   40,000(8)            4.00

    Options to purchase
    Common Stock (4)                       200,000              --                       --                 --

    Common Stock,
    $.01 par value (5)                     800,000            1.10                  880,000              81.00

    Options to purchase
    Common Stock (5)                       800,000              --                       --                 --

    Common Stock
    $.01 par value (5)                     200,000            0.20                   40,000(8)            4.00

    Options to purchase
    Common Stock (5)                       200,000              --                       --                 --

    Common Stock
    $.01 par value (6)                   3,359,000             .65                2,183,350             201.00

    Options to purchase
    Common Stock (6)                     3,359,000              --                       --                 --

    Common Stock
    $.01 par value (6)                      20,000             .75                   15,000               2.00

    Options to purchase
    Common Stock  (6)                       20,000              --                       --                 --

    Common Stock
    $.01 par value (6)                      10,000            1.32                   13,200               2.00

    Options to purchase
    Common Stock (6)                        10,000              --                       --                 --

    Common Stock
    $.01 par value (6)                      20,000            1.00                   20,000               2.00

    Options to purchase
    Common Stock (6)                        20,000              --                       --                 --

    Common Stock
    $.01 par value (6)                   1,591,000            0.20                  318,200(8)           30.00

    Options to purchase
    Common Stock (6)                     1,591,000              --                       --                 --

    Total                                                                        13,362,161          $1,237.00
==================================================================================================================
</Table>


                                       3


<PAGE>


(1) Under Employment Agreements and non-plan stock option agreements with
    officers, directors and employees of the Registrant.
(2) Under Stock Option Agreement with Chairman and President of the Company.
(3) Under the Registrant's 1999 Equity Incentive Plan (the "1999 Equity
    Incentive Plan").
(4) Under the Registrant's 2000 Equity Incentive Plan, (the "2000 Equity
    Incentive Plan").
(5) Under the Registrant's 2001 Equity Incentive Plan (the "2001 Equity
    Incentive Plan").
(6) Under the Registrant's 2002 Equity Incentive Plan (the "2002 Equity
    Incentive Plan").
(7) This Registration Statement also covers such additional indeterminate number
    of shares as may become issuable pursuant to anti-dilution provisions of the
    agreements referred to above and the Equity Incentive Plans to adjust for
    the occurrence of certain corporate transactions or events including,
    without limitation, a stock split, stock dividend, merger, consolidation,
    reorganization or recapitalization.
(8) Estimated solely for the purpose of calculation of the registration fee in
    accordance with Rule 457(h) under the Securities Act and based upon the
    average of the high and low sale prices for a share of the Registrant's
    Common Stock as reported on the OTC Bulletin Board on September 23, 2002.

==============================================================================

                                EXPLANATORY NOTE

      This registration statement contains two parts. The first part contains a
prospectus prepared in accordance with the requirements of Part I of Form S-3
(pursuant to General Instruction C to Form S-8) which covers offers and sales by
certain stockholders of shares of Common Stock, par value $.01 per share (the
"Common Stock") of Stratus Services Group, Inc. (the "Company" or "Registrant")
issuable by the Company to certain employees of the Company under the 1999
Equity Incentive Plan, the 2000 Equity Incentive Plan, the 2001 Equity Incentive
Plan, the 2002 Equity Incentive Plan and certain Non-Plan Employee Stock
Options.

      The second part contains "Information Required in the Registration
Statement" prepared in accordance with Part II of Form S-8. Pursuant to Part I
of Form S-8, the information relating to the shares issuable in connection with
options or rights to acquire shares of Common Stock granted or to be granted
under the 1999 Equity Incentive Plan, the 2000 Equity Incentive Plan, the 2001
Equity Incentive Plan, and the 2002 Equity Incentive Plan and certain Non-Plan
Employee Stock Options is not filed with the Securities and Exchange Commission
(the "Commission") but documents containing such information have been or will
be sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


                                       4



<PAGE>


REOFFER PROSPECTUS


                          STRATUS SERVICES GROUP, INC.
                        8,910,000 SHARES OF COMMON STOCK

                               ---------------

      Certain of our stockholders are using this reoffer prospectus to offer
shares of our Common Stock that we issued to them. These shareholders may
include "affiliates", as defined in Rule 405 under the Securities Act of 1933,
as amended.

      We expect that sales made pursuant to this reoffer prospectus will be
made:

         -  in broker's transactions;

         -  in transactions directly with market makers; or

         -  in negotiated sales or otherwise.

      The selling stockholders will determine when they will sell their shares,
and in all cases they will sell their shares at the current market price or at
prices negotiated at the time of the sale. We will not receive any proceeds from
these sales.

      The brokers and dealers the selling stockholders utilize in selling these
shares may receive compensation in the form of underwriting discounts,
concessions or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling stockholders and the
brokers and dealers they utilize may be deemed to be "underwriters" within the
meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.

      Our Common Stock is listed on the NASD - OTC Bulletin Board under the
symbol "SERV.OB". On September 23, 2002, the last reported sale price of the
stock as reported on NASD - OTC Bulletin Board was $0.20 per share.

                               ---------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                               ---------------


This prospectus is dated September 27, 2002.


                                       5



<PAGE>


NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.


                                TABLE OF CONTENTS

<Table>
                  <S>                                       <C>
                  Forward Looking Statements                 6

                  The Company/Risk Factors                   7

                  Selling Stockholders                      12

                  Plan of Distribution                      12

                  Use of Proceeds                           12

                  Legal Matters                             12

                  Experts                                   13

                  Where You Can Find More Information       13
</Table>


                           FORWARD-LOOKING STATEMENTS

      This Prospectus, including the documents that we incorporate herein by
reference, contains forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements relate to future economic performance, plans, and
objectives of management for future operations and projections of revenue and
other financial items that are based on the beliefs of management as well as
assumptions made by and information currently available to our management. The
words "expect", "estimate", "anticipate", "believe", "intend" and similar
expressions are intended to identify forward-looking statements. Such statements
involve assumptions, uncertainties, and risks. If one or more of the risks or
uncertainties materialize or underlying assumptions prove incorrect, actual
outcomes may vary materially from those anticipated, estimated or expected.
Among the key factors that may have a direct bearing on our expected operating
results, performance or financial condition are economic conditions facing the
staffing industry generally; uncertainties related to the job market and our
ability to attract qualified candidates; uncertainties associated with our brief
operating history; our ability to raise additional capital; our ability to
achieve and manage growth; our ability to successfully identify suitable
acquisition candidates, complete acquisitions or integrate the acquired business
into our operation; our ability to attract and retain qualified personnel; our
ability to develop new services; our ability to cross-sell our services to
existing clients; our ability to enhance and expand existing offices; our
ability to open new offices; general economic conditions; our ability to
continue to maintain worker's compensation, general liability and other
insurance coverages; the continued cooperation of our creditors; and other
factors discussed herein and from time-to-time in our filings with the
Securities and Exchange Commission. These factors are not intended to represent
a complete list of all risks and uncertainties inherent in our business. These
forward-looking statements speak only as of their dates and we assume no
obligation to update the forward-looking statements or to update the reasons
actual results could differ from those projected in such forward-looking
statements.


                                       6



<PAGE>

                                   THE COMPANY

      We are a national business services company engaged in providing
outsourced labor and operational resources on a long-term, contractual basis. We
were incorporated in Delaware in March 1997 and began operations in August 1997
with the purchase of certain assets of Royalpar Industries, Inc. and its
subsidiaries. This purchase provided us with a foundation to become a national
provider of comprehensive staffing services. We believe that as businesses
increasingly outsource a wider range of human resource functions in order to
focus on their core operations, they will require more sophisticated and diverse
services from their staffing providers.

      We are functionally divided into two "service lines": Staffing Services
and Information Technology Services. Our Staffing Services Division provides
temporary workers for short-term needs, extended-term temporary employees,
temporary-to-permanent placements, recruiting, permanent placements, payroll
processing, on-site supervising and human resource consulting. Our
SMARTSolutions-TM- technology, available through our Staffing Services branch
offices, provides a comprehensive, customized staffing program designed to
reduce labor and management costs and increase workforce efficiency. Stratus
Technology Services provides information technology staffing solutions to
Fortune 1000, middle market and emerging companies. STS offers expertise in a
wide variety of technology practices and disciplines ranging from networking
professionals to internet development specialists and application programmers.
All three service groups seek to act as business partners to our clients rather
than merely a vendor. In doing so, they seek to systematically enhance client
productivity and positively impact our and our clients' financial results. We
are headquartered at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 and
our telephone number is (800) 777-1557.

      Between September 1997 and August 2002 we completed ten acquisitions of
staffing businesses, representing thirty offices in seven states. As of
September 23, 2002 we were providing services from thirty locations in eight
states. We also maintain a presence on the Internet with our website at
WWW.STRATUSSERVICES.COM, an informational site designed to give prospective
customers and employees additional information regarding our operations.

                                  RISK FACTORS

WE HAVE LIMITED LIQUID RESOURCES AND A HISTORY OF NET LOSSES.

      At June 30, 2002, we had limited liquid resources. Current liabilities
were approximately $17.4 million and our current assets were approximately
$13.7 million. The difference of approximately $3.7 million is a working
capital deficit which is primarily the result of the losses we had during
each of the five quarters ended June 30, 2002. Current liabilities as of
June 30, 2002 also include a cash overdraft of $872,234, which is represented
by outstanding checks. We have incurred net losses in recent periods,
including net losses of $409,069 in our inception period from August 11, 1997
through September 30, 1997, $2,412,145 in the year ended September 30, 1998,
$1,527,043 in the year ended September 30, 1999 and $5,910,457 in the year
ended September 30, 2001. Although we had net earnings in the year ended
September 30, 2000 of $1,045,910, we can provide no assurance that our
operations will be profitable in the future. This situation has also made it
difficult for us to make timely payments to our vendors and we can make no
assurances that vendors and creditors will not exercise remedies against us.
The working capital deficit will remain until additional capital is raised.

      These conditions raise substantial doubts about our ability to operate as
a going concern. Our financial statements do not include any adjustments to
reflect the possible future effect on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

      Our continuation of existence is dependent upon our ability to generate
sufficient cash flow to meet our continuing obligations on a timely basis, to
fund the operating and capital needs, and to obtain additional financing as may
be necessary. Our management has taken steps to revise and reduce our operating
requirements, which we believe will be sufficient to assure continued operations
and implementation of our plans. The steps include closing branches and
reduction in staffing and other selling, general and administrative expenses.

FLUCTUATIONS IN THE GENERAL ECONOMY COULD HAVE AN ADVERSE IMPACT ON OUR
BUSINESS.

      Demand for our staffing services is significantly affected by the
general level of economic activity and unemployment in the United States.
Companies use temporary staffing services to manage personnel costs and


                                       7



<PAGE>


staffing needs. When economic activity increases, temporary employees are
often added before full-time employees are hired. However, as economic
activity slows, many companies reduce their utilization of temporary
employees before releasing full-time employees. In addition, we may
experience less demand for our services and more competitive pricing pressure
during periods of economic downturn. Therefore, any significant economic
downturn could have a material adverse effect on our business, results of
operations, cash flows or financial condition.

WE MAY BE UNABLE TO CONTINUE AND MANAGE OUR GROWTH.

      Our ability to continue growth will depend on a number of factors,
including: the strength of demand for temporary employees in our markets; the
availability of capital to fund acquisitions; the ability to maintain or
increase profit margins despite pricing pressures; and existing and emerging
competition. We must also adapt our infrastructure and systems to accommodate
growth and recruit and train additional qualified personnel. Furthermore, the
United States economy is continuing to show signs of an economic slowdown.
Should the economic slowdown or a recession continue for an extended period,
competition for customers in the staffing industry would increase and may
adversely impact management's allocation of our resources and result in
declining revenues.

WE RELY HEAVILY ON EXECUTIVE MANAGEMENT AND COULD BE ADVERSELY AFFECTED IF OUR
EXECUTIVE MANAGEMENT TEAM WAS NOT AVAILABLE.

      We are highly dependent on our senior executives, including Joseph J.
Raymond, our Chairman, CEO and President since September 1, 1997; Michael A.
Maltzman, Executive Vice President and Chief Financial Officer who has been
serving in that capacity since September 1, 1997; and on the other members of
our senior management team. We entered into an employment agreement with Mr.
Raymond effective September 1, 1997 for continuing employment until he
chooses to retire or until his death and that agreement remains in effect as
written. Employment arrangements with all of our executive officers are
at-will. The loss of the services of either Mr. Raymond or Mr. Maltzman and
other senior executives or other key executive personnel could have a
material adverse effect on our business, results of operations, cash flows or
financial condition.

WE RELY HEAVILY ON OUR MANAGEMENT INFORMATION SYSTEMS AND OUR BUSINESS WOULD
SUFFER IF OUR SYSTEMS FAIL OR CANNOT BE UPGRADED OR REPLACED ON A TIMELY BASIS.

      We believe our management information systems are instrumental to the
success of our operations. Our business depends on our ability to store,
retrieve, process and manage significant amounts of data. We continually
evaluate the quality, functionality and performance of our systems in an
effort to ensure that these systems meet our operational needs. We have, in
the past, encountered delays in implementing, upgrading or enhancing systems
and may, in the future, experience delays or increased costs. There can be no
assurance that we will meet anticipated completion dates for system
replacements, upgrades or enhancements that such work will be competed in the
cost-effective manner, or that such replacements, upgrades and enhancements
will support our future growth or provide significant gains in efficiency.
The failure of the replacements, upgrades and enhancements to meet these
expected goals could result in increased system costs and could have a
material adverse effect on our business, results of operations, cash flows or
financial condition.

INCREASES IN EMPLOYEE-RELATED COSTS WOULD HAVE AN ADVERSE EFFECT ON OUR
BUSINESS.

      We are responsible for all employee-related expenses for the temporary
employees, including workers' compensation, unemployment insurance, social
security taxes, state and local taxes and other general payroll expenses. We
maintain workers' compensation insurance for all claims in excess of a loss
cap of $150,000 per incident, except with respect to locations in states
where private insurance is permitted and which are covered by state insurance
funds. We accrue for workers' compensation costs based upon payroll dollars
paid to temporary employees. The accrual rates vary based upon the specific
risks associated with the work performed by the temporary employee. At the
beginning of each policy year, we review the overall accrual rates with our
outside actuaries and makes changes to the rates as necessary based primarily
upon historical loss trends. Periodically, we evaluate our historical
accruals based on an actuarially developed estimate of the ultimate cost for
each open policy year and adjust such accruals as necessary. These
adjustments can either be increases or decreases to workers' compensation
costs, depending upon our actual loss experience. There can be no assurance
that our programs to control workers' compensation and other payroll-related
expenses will be effective or that loss development trends will not require a
charge to costs of services in future periods to increase workers'
compensation accruals.


                                       8


<PAGE>


Unemployment insurance premiums are set by the states in which our employees
render their services. A significant increase in these premiums or in
workers' compensation-related costs or our inability to continue to maintain
workers' compensation coverage could have a material adverse effect on our
business, results of operations, cash flows or financial condition.

OUR FINANCIAL RESULTS WILL SUFFER IF WE LOSE ANY OF OUR SIGNIFICANT CUSTOMERS.

      As is common in the temporary staffing industry, our engagements to
provide services to our customers are generally of a non-exclusive,
short-term nature and subject to termination by the customer with little or
no notice. During fiscal 2000 and 2001, no single customer of ours accounted
for more than 12% and 10%, respectively, of our sales or services.
Nonetheless, the loss of any of our significant customers could have an
adverse effect on our business, results of operations, cash flows or
financial condition. We are also subject to credit risks associated with our
trade receivables. During fiscal 2000 and fiscal 2001, we incurred costs of
$122,500 and $661,000, respectively, for bad debts. Should any of our
principal customers default on their large receivables, our business results
of operations, cash flows or financial condition could be adversely affected.

WE HAVE EXPERIENCED SIGNIFICANT FLUCTUATIONS IN OUR OPERATING RESULTS AND
ANTICIPATE THAT THESE FLUCTUATIONS MAY CONTINUE.

      Operating results may fluctuate due to a number of factors, including
the demand for our services, the level of competition within our markets, our
ability to increase the productivity of our existing offices, control costs
and expand operations, the timing and integration of acquisitions and the
availability of qualified temporary personnel. In addition, our results of
operations could be, and have in the past been, adversely affected by severe
weather conditions. Moreover, our results of operations have also
historically been subject to seasonal fluctuations. Demand for temporary
staffing historically has been greatest during our fourth fiscal quarter due
largely to the planning cycles of many of our customers. Furthermore, sales
for the first fiscal quarter are typically lower due to national holidays as
well as plant shutdowns during and after holiday season. These shutdowns and
post-holiday season declines negatively impact job orders received by us,
particularly in the light industrial sector. Due to the foregoing factors, we
have experienced in the past, and may possibly experience in the future,
results of operations below the expectations of public market analysts and
investors. The occurrence of such an event could likely have a material
adverse effect on the price of the common stock.

IF WE ARE NOT ABLE TO ATTRACT AND RETAIN THE SERVICES OF QUALIFIED TEMPORARY
PERSONNEL, OUR BUSINESS WILL SUFFER.

      We depend upon our ability to attract and retain qualified personnel
who possess the skills and experience necessary to meet the staffing
requirements of our customers. During periods of increased economic activity
and low unemployment, the competition among temporary staffing firms for
qualified personnel increases. Many regions in which we operate have in the
past and may continue to experience historically low rates of unemployment
and we have experienced, and may continue to experience, significant
difficulties in hiring and retaining sufficient numbers of qualified
personnel to satisfy the needs of our customers. Furthermore, we may face
increased competitive pricing pressures during such periods. While the
current economic environment is facing uncertainties, competition for
individuals with the requisite skills is expected to remain strong for the
foreseeable future. There can be no assurance that qualified personnel will
continue to be available to us in sufficient numbers and on terms of
employment acceptable to us. We must continually evaluate and upgrade our
base of available qualified personnel to keep pace with changing customer
needs and emerging technologies. Furthermore, a substantial number of our
temporary employees during any given year will terminate their employment
with us to accept regular staff employment with our customers. The inability
to attract and retain qualified personnel could have a material adverse
effect on the business, results of operations, cash flows or financial
condition.

OUR SUCCESS DEPENDS UPON THE PERFORMANCE OF OUR FIELD MANAGEMENT.

      We are dependent on the performance and productivity of our local
managers, particularly branch, and regional managers. This loss of some of
our key managers could have an adverse effect on our operations, including
our ability to establish and maintain customer relationships. Our ability to
attract and retain business is significantly affected by local relationships
and the quality of services rendered by branch, area, regional and zone
managerial personnel. If we are unable to attract and retain key employees to
perform these services, our business, results of operations, cash flows or
financial condition could be adversely affected. Furthermore, we may be
dependent on the senior management of companies that may be acquired in the
future. If any of these individuals do not continue in


                                       9



<PAGE>


their management roles, there could be material adverse effect on our
business, results of operations, cash flows or financial condition.

WE MAY BE SUBJECT TO CLAIMS AS A RESULT OF ACTIONS TAKEN BY OUR TEMPORARY
STAFFING PERSONNEL.

      Providers of temporary staffing services place people in the workplaces
of other businesses. An inherent risk of such activity includes possible
claims of errors and omissions, discrimination or harassment, theft of
customer property, misappropriation of funds, misuse of customers'
proprietary information, employment of undocumented workers, other criminal
activity or torts, claims under health and safety regulations and other
claims. There can be no assurance that we will not be subject to these types
of claims, which may result in negative publicity and our payment of monetary
damages or fines, which, if substantial, could have a material adverse effect
on our business, results of operations, cash flows or financial condition.

OUR COMMON STOCK WAS DELISTED FROM THE NASDAQ STOCK MARKET AND IS NOT LIKELY TO
BE RELISTED.

      There are several requirements for continued listing on the Nasdaq
SmallCap Market including, but not limited to, a minimum stock bid price of
$1.00 per share and $2.5 million in stockholder's equity. As of September 30,
2001, our stockholder's equity was below the Nasdaq requirement and, as a
result, our common stock was delisted by Nasdaq in February 2002. Although we
appealed the delisting determination and the Nasdaq Listing and Hearing
Council reversed and remanded the decision to the Nasdaq Listing
Qualification Panel, subject to conditions, the Panel notified us in August
2002 that it was denying relisting due to our failure to meet conditions
specified in the Council's decision that required us to have stockholders'
equity of at least $4,500,000 as of June 30, 2002 and a minimum stock bid
price of at least $1.00 for 10 consecutive trading days. We have again filed
an appeal of this decision. Although we are appealing the denial of
relisting, our common stock is currently trading on the NASD's OTC Bulletin
Board. Delisting from Nasdaq could adversely affect the liquidity and price
of our common stock and this could have a long-term impact on our ability to
raise future capital through a sale of our common stock. In addition, it
could make it more difficult for investors to obtain quotations to trade our
stock.

FUTURE ACQUISITIONS COULD INCREASE THE RISK OF OUR BUSINESS.

      While we intend to pursue acquisitions in the future, there can be no
assurance that we will be able to expand our current market presence or
successfully enter other markets through acquisitions. Competition for
acquisitions may increase to the extent other temporary services firms, many
of which have significantly greater financial resources than us, seek to
increase their market share through acquisitions. In addition, we are subject
to certain limitations on the incurrence of additional indebtedness under our
credit facilities, which may restrict our ability to finance acquisitions.
Further, there can be no assurance that we will be able to identify suitable
acquisition candidates or, if identified, complete such acquisitions or
successfully integrate such acquired businesses into our operations.
Acquisitions also involve special risks, including risks associated with
unanticipated problems, liabilities and contingencies, diversion of
management's attention and possible adverse effects on earnings resulting
from increased goodwill amortization, interest costs and workers'
compensation costs, as well as difficulties related to the integration of the
acquired businesses, such as retention of management. Furthermore, once
integrated, acquisitions may not achieve comparable levels of revenue or
profitability as our existing locations. In addition, to the extent that we
consummate acquisitions in which a portion of the consideration is in the
form of common stock, current shareholders may experience dilution. The
failure to identify suitable acquisitions, to complete such acquisitions or
successfully integrate such acquired businesses into our operations could
have a material adverse effect on our business, results of operations, cash
flows or financial condition.

POTENTIAL CONVERSIONS OF OUR CONVERTIBLE PREFERRED STOCK WILL REDUCE THE
PERCENTAGE OWNERSHIP INTEREST OF EXISTING STOCKHOLDERS AND MAY CAUSE A REDUCTION
IN OUR SHARE PRICE.

Since July 2001, we have issued to certain stockholders 1,458,933 shares of
Series A Preferred Stock, 16,683 shares of Series E Preferred Stock and 10,000
shares of Series F Preferred Stock. If all of the holders of preferred stock
convert their preferred stock into shares of common stock, we will be required
to issue no less than 22,680,933 shares of common stock assuming a conversion
price of $0.15 for the Series E Preferred Stock. If the trading price of the
common stock is low when the conversion price of the Series E Preferred Stock is
determined, we would be required to issue a higher number of shares of common
stock, which could cause a further reduction in each of our stockholder's
percentage ownership interests in our company. In addition, if a holder of
preferred stock converts our preferred stock and sells the common stock, it
could result in an imbalance of supply and demand for our common


                                      10



<PAGE>


stock and a decrease in the market price of our common stock. The further our
stock price declines, the more the conversion price of our Series E Preferred
stock will fall and the greater the number of shares we will have to issue
upon conversion.

WE ARE CONTROLLED BY PRINCIPAL STOCKHOLDER AND MANAGEMENT.

      As of September 23, 2002, our Chairman of the Board, Joseph J. Raymond,
owned or had the right to vote shares representing approximately 59.5% of the
outstanding voting power of our capital stock. Our directors and executive
officers, as a group, own or have the right to vote shares representing
approximately 66.91% of the outstanding voting power of our capital stock. As
a result, Mr. Raymond and, if they should determine to act together, our
directors and executive officers as a group, will be able to exercise
significant influence over the outcome of any matters or block certain
matters which might normally be submitted to our stockholders for approval,
including the election of directors and the authorization of other corporate
actions requiring stockholder approval.

                             SELLING STOCKHOLDERS

      The shares of Common Stock offered in this prospectus are being
registered for offers and sales by certain employees and permitted assigns
who own shares of our Common Stock issued by us under the 1999 Plan, the 2000
Plan, the 2001 Plan, the 2002 Plan and the Non-Plan Employee Stock Options,
hereinafter collectively referred to as the "selling stockholders".

      We do not know whether any of the selling stockholders will use this
prospectus in connection with the offer or sale of any shares of our Common
Stock or, if this prospectus is so used, how many shares of Common Stock will
be offered or sold.

                              PLAN OF DISTRIBUTION

      The selling stockholders may sell registered shares of the Common Stock
in any of the following ways:

         -  through brokers or dealers;

         -  through agents; or

         -  directly to one or more purchasers.

      The distribution of shares of the stock may be effected from time-to-time
in one or more transactions:

         -  on NASD OTC Bulletin Board (or in the event the Company is re-listed
            on the Nasdaq SmallCap Market) in transactions pursuant to and in
            accordance with the rules of such exchange; or

         -  in transactions other than on such exchange or a combination of
            such transactions.

      Any such transaction may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The selling stockholders may effect such transactions
by selling shares of the Common Stock to or through brokers or dealers, and such
brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders and/or commissions from
purchasers of shares of the Common Stock for whom they may act as agent. The
selling stockholders and any brokers or dealers or agents that participate in
the distribution of shares of the Common Stock by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
brokers or dealers or agents might be deemed to be underwriting discounts and
commissions, under the Securities Act. Affiliates of one or more selling
stockholders may act as principal or agent in connection with the offer or sale
of shares of the Common Stock by the selling stockholders.

      Any securities covered by the prospectus that qualify for sale pursuant to
rule 144 under the Securities Act may be sold under that rule rather than
pursuant to this prospectus.


                                      11



<PAGE>


                                 USE OF PROCEEDS

      We will not receive any of the proceeds from the offer and sale of the
shares of the Common Stock by the selling stockholders.

                                  LEGAL MATTERS

      The validity of shares of Common Stock offered in this offering will be
passed upon for us by Giordano, Halleran & Ciesla, P.C., Middletown, New Jersey
07748.


                                      12

<PAGE>

                                     EXPERTS

      Our financial statements for each of the three (3) fiscal years ended
September 30, 2001, September 30, 2000 and September 30, 1999 have been
incorporated in this prospectus by reference herein and in the registration
statement of which this prospectus is a part in reliance upon the report of
Amper, Politziner & Mattia, P.C., independent certified public accountants,
incorporated herein, and upon the authority of said firm as experts in
accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the Commission under the Securities Act a
registration statement on Form S-8 with respect to the shares of Common Stock
offered hereby. This prospectus, which constitutes part of the registration
statement, does not contain all the information set forth in the registration
statement or portions of which are omitted as permitted by the rules and
regulations of the Commission. Statements made in this prospectus regarding
the contents of any contract or other document are summaries of the material
terms of the contract or document. With respect to each contract or document
filed as an exhibit to the registration statement, reference is made to the
corresponding exhibit. Fur further information pertaining to us and the
Common Stock offered hereby, reference is made to the registration statement,
including the exhibits and schedules thereto, copies of which may be
inspected without charge at the public reference facilities of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at certain of the
regional offices of the Commission located at Seven World Trade Center, Suite
1300, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of all or any portion of the
registration statement may be obtained from the Commission at prescribed
rates. Information on the public reference facilities may be obtained by
calling the Commission at 1-800-SEC-0330. In addition, the Commission
maintains a website that contains reports, proxy and information statements
and other information that is filed through the Commission's EDGAR System.
The website can be accessed at HTTP://WWW.SEC.GOV.

      We "incorporate by reference" information that we file with the
Commission, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this prospectus and more recent information
automatically updates and supersedes more dated information contained or
incorporated by reference in this prospectus. Our Commission file number is
001-15789.

      We have previously filed the following documents with the Commission
and incorporated them by reference into this prospectus:

      1. our Annual Report on Form 10-K for the fiscal year ended September 30,
         2001, as amended by the Company's Annual Report on Form 10-K/A for
         the fiscal year ended September 30, 2001;

      2. from the date of filing of such documents, all other reports filed
         pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), since September 30, 2001; and

      3. the description of our Common Stock contained in Amendment No. 7 to
         the Company's Registration Statement on Form SB-2 as filed with the
         Commission on March 17, 2000.

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

      We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, on the written
or oral request of such person, a copy of any or all documents referred to
above which have been or may be incorporated by reference in this prospectus
(not including exhibits to such incorporated information that are not
specifically incorporated by reference into such information). Request for
such copies should be directed to us at the following mailing address:
Stratus Services Group, Inc., 500 Craig Road, Suite 201, Manalapan, New
Jersey 07726, Attn: Investor Relations, telephone number: (732)866-3000.

                                      13
<PAGE>


                                   PROSPECTUS

                        8,910,000 SHARES OF COMMON STOCK


                               SEPTEMBER 27, 2002


                                      14



<PAGE>

PART I.

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEMS 1 AND 2.  PLAN INFORMATION.

      This Registration Statement concerns the registration of: (i) Four
hundred ten thousand (410,000) shares of common stock, $.01 par value (the
"Common Stock") of Stratus Services Group, Inc. (the "Company") to be sold
pursuant to the exercise of options granted to certain officers and employees
of the Company pursuant to certain employment agreements and stock option
agreements; (ii) one million, five hundred thousand (1,500,000) shares of
Common Stock of the Company to be sold pursuant to the exercise of options
granted to the Chairman and President of the Company pursuant to a stock
option agreement; (iii) five hundred thousand (500,000) shares of Common Stock
of the Company to be sold pursuant to the exercise of options granted to
participants under the Stratus Services Group, Inc. 1999 Equity Incentive Plan
(the "1999 Equity Incentive Plan"); (iv) five hundred thousand (500,000)
shares of Common Stock of the Company to be sold pursuant to the exercise of
options granted to participants under the Stratus Services Group, Inc. 2000
Equity Incentive Plan (the "2000 Equity Incentive Plan"); (v) one million
(1,000,000) shares of Common Stock to be issued pursuant to the exercise of
options or in connection with other awards granted to participants under the
Stratus Services Group, Inc. 2001 Equity Incentive Plan (the "2001 Equity
Incentive Plan"); and (vi) five million (5,000,000) shares of Common Stock to
be issued pursuant to the exercise of options or in connection with other
awards granted to participants under the Stratus Services Group, Inc. 2002
Equity Incentive Plan (the "2002 Equity Incentive Plan").

      The documents containing the information about the agreements and the
Equity Incentive Plans described above required by Part I of Form S-8 have
been or will be sent or given to the participants as specified by Rule
428(b)(1) of Regulation C under the Securities Act of 1933, as amended (the
"Securities Act"), and such documents taken together with the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8 shall constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

      Certain information included in this Section 10(a) Prospectus and other
Company filings under the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), contains or may contain forward looking
information that is subject to certain risks, trends and uncertainties that
could cause actual results to differ materially from expected results.

                                    PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement as of their respective dates:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001, as amended by the Company's Annual Report on Form 10-K/A
for the fiscal year ended September 30, 2001.

      (b) From the date of filing of such documents, all other reports filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since
September 30, 2001.

      (c) The description of the Company's Common Stock contained in Amendment
No. 7 to the Company's Registration Statement on Form SB-2 as filed with the
Commission on March 17, 2000.

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

                                      15
<PAGE>

      Any statement contained in this Registration Statement or in a document
incorporated by reference herein, shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such 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.

      Not applicable.

ITEM 5.         INTERESTS OF NAMED EXPERT AND COUNSEL.

      Not applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Delaware General Corporation Law, Section 102(b)(7), authorizes a
corporation to eliminate or limit personal liability of members of its board
of directors for violations of a director's fiduciary duty of care. Such
elimination or limitation of personal liability is not permitted, however,
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or knowing violation of law, or payment of a
dividend or approval of a stock repurchase which was deemed illegal or where a
director obtains an improper personal benefit.

      The Registrant's Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.1 to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 as filed with the Securities and Exchange Commission on
September 3, 1999) provides that a director of the Company shall, to the
maximum extent permitted by Section 102(b)(7) or any successor provision or
provisions, have no personal liability to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful.

      The Registrant's Amended and Restated Certificate of Incorporation and
the Registrant's Bylaws (filed as Exhibit 3.2 to Amendment No. 6 to the
Company's Registration Statement on Form SB-2 as filed with the Securities and
Exchange Commission on February 1, 2000) provides that any director or officer
of the Company involved in any action, suit or proceeding, the basis of which
is alleged action or inaction by such director or officer while he was acting
in an official capacity as a director or officer of the Registrant or as a
director, trustee, officer, employee or agent of another entity at the request
of the Registrant, shall be indemnified and held harmless by the Registrant to
the fullest extent permitted by Section 145 against all expense, liability and
loss reasonably incurred or suffered by such person in connection therewith.
Such indemnification as to such alleged action or inaction continues as to an
indemnitee who has after such alleged action or inaction ceased to be a
director or officer of the Registrant or a director, officer, trustee,
employee or agent of such other entity and inures to the benefit of the
indemnitee's heirs, executors and administrators. The Certificate of
Incorporation also provides that the right to indemnification shall be a
contract right which shall not be affected adversely as to any indemnitee by
any amendment to the Certificate of Incorporation with respect to any action
or inaction occurring prior to such amendment and shall include, unless
otherwise restricted or prohibited by law or the Registrant's By-laws, the
right to be paid by the Registrant for expenses incurred in defending any such
proceeding in advance of its final disposition. The Registrant's Board of
Directors may also grant these indemnification rights to any employee or agent
of the Registrant or to any person who is or was a director, officer, employee
or agent of the Registrant's affiliates, predecessors or subsidiaries.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      16
<PAGE>


ITEM 8.         EXHIBITS.

<Table>
<Caption>

EXHIBIT NUMBER                                               DESCRIPTION
--------------                                               -----------
<S>                        <C>
   5.                      Opinion and Consent of Giordano, Halleran & Ciesla, P.C. (file herewith).

  10.1.1                   Employment Agreement dated September 1, 1997 between the Registrant and Joseph J. Raymond
                           (incorporated by reference to Exhibit 10.1.1 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.2                   Executive Employment Agreement dated September 1, 1997 between the Registrant
                           and J. Todd Raymond (incorporated by reference to Exhibit 10.1.2 to Amendment No. 1 to the
                           Registrant's Registration Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.6                   Executive Employment Agreement dated September 1, 1997 between Registrant and Michael A. Maltzman
                           (incorporated by reference to Exhibit 10.1.6 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.10                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 15, 2000
                           (incorporated by reference to similarly numbered Exhibits to the Company's Form 10-KSB, as
                           filed with the Securities and Exchange Commission on December 29, 2000).

  10.1.11                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 3, 2001
                           (filed herewith).

  10.1.12                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of March 28, 2002
                           (filed herewith).

  10.7.1                   Stratus Services Group, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.7
                           to Amendment No. 1 to the Registrant's Registration tatement on Form SB-2 (Registration No. 333-83255).

  10.7.2                   Stratus Services Group, Inc. 2000 Equity Incentive Plan (incorporated by reference to similarly
                           numbered Exhibits to the Company's Form 10-KSB, as filed with the Securities and Exchange Commission
                           on December 29, 2000).

  10.7.3                   Form of Option under 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.3 filed
                           with the Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000).

  10.7.4                   Stratus Services Group, Inc. 2001 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.4
                           to the Registrant's registration statement on Form S-1 (Registration No. 333-55312)).

  10.7.5                   Form of Option under 1999 Equity Incentive Plan (filed herewith).

  10.7.6                   Form of Option under 2001 Equity Incentive Plan (filed herewith).

  10.7.7                   Stratus Services Group, Inc. 2002 Equity Incentive Plan (filed herewith).

  10.7.8                   Form of Option under 2002 Equity Incentive Plan (filed herewith).

  23.1                     Consent of Amper, Politziner & Mattia, P.C. (filed herewith).

  23.2                     Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).

  24.                      Power of Attorney (filed with signature pages).
</Table>


                                      17


<PAGE>


ITEM 9.         UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      (1) 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; (ii) to reflect
in such 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
information set forth in the Registration Statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that (i) and
(ii) herein do not apply if the information required to be included in a
post-effective amendment by such provisions is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, 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 bona
fide offering thereof.

      (3) 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.

      (4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company'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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.


                                      18



<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 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 Township of Manalapan, State of New Jersey, on the 27th day
of September 2002.

                                   STRATUS SERVICES GROUP, INC.
                                   (Registrant)

                                   By:   /s/ Joseph J. Raymond
                                         ----------------------------
                                         Joseph J. Raymond
                                         President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph J. Raymond and Michael A. Maltzman and
each of them, his true and lawful attorneys-in-fact and agents for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>

Signature                             Title                                                      Date
<S>                                   <C>                                               <C>

 /s/ Joseph J. Raymond                Chairman, President, and Chief Executive          September 27, 2002
 -----------------------              Officer (Principal Executive Officer)


 /s/ Michael A. Maltzman              Vice President and Chief Financial Officer        September 27, 2002
 -----------------------             (Principal Financing and Accounting Officer)


 /s/ Michael J. Rutkin                Director                                          September 27, 2002
 -----------------------

 /s/ H. Robert Kingston               Director                                          September 27, 2002
 -----------------------

 /s/ Donald W. Feidt                  Director                                          September 27, 2002
 -----------------------

 /s/ Sanford I. Feld                  Director                                          September 27, 2002
 -----------------------
</Table>


                                      19


<PAGE>


EXHIBITS.

<Table>
<Caption>

EXHIBIT NUMBER                                               DESCRIPTION
--------------                                               -----------
<S>                        <C>
   5.                      Opinion and Consent of Giordano, Halleran & Ciesla, P.C. (filed herewith).

  10.1.1                   Employment Agreement dated September 1, 1997 between the Registrant and Joseph J. Raymond
                           (incorporated by reference to Exhibit 10.1.1 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.2                   Executive Employment Agreement dated September 1, 1997 between the Registrant
                           and J. Todd Raymond (incorporated by reference to Exhibit 10.1.2 to Amendment No. 1 to the
                           Registrant's Registration Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.6                   Executive Employment Agreement dated September 1, 1997 between Registrant and Michael A. Maltzman
                           (incorporated by reference to Exhibit 10.1.6 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.10                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 15, 2000
                           (filed herewith).

  10.1.11                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 3, 2001
                           (filed herewith).

  10.1.12                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of March 28, 2002
                           (filed herewith).

  10.7.1                   Stratus Services Group, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.7
                           to Amendment No. 1 to the Registrant's Registration tatement on Form SB-2 (Registration No. 333-83255).

  10.7.2                   Stratus Services Group, Inc. 2000 Equity Incentive Plan (incorporated by reference to similarly
                           numbered Exhibits to the Company's Form 10-KSB, as filed with the Securities and Exchange Commission
                           on December 29, 2000).

  10.7.3                   Form of Option under 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.3 filed
                           with the Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000).

  10.7.4                   Stratus Services Group, Inc. 2001 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.4
                           to the Registrant's registration statement on Form S-1 (Registration No. 333-55312)).

  10.7.5                   Form of Option under 1999 Equity Incentive Plan (filed herewith).

  10.7.6                   Form of Option under 2001 Equity Incentive Plan (filed herewith).

  10.7.7                   Stratus Services Group, Inc. 2002 Equity Incentive Plan (filed herewith).

  10.7.8                   Form of Option under 2002 Equity Incentive Plan (filed herewith).

  23.1                     Consent of Amper, Politziner & Mattia, P.C. (filed herewith).


                                      20



<PAGE>


  23.2                     Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).

  24.                      Power of Attorney (filed with signature pages).

</Table>


                                      21
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{"company-data": {"conformed-name": "STRATUS SERVICES GROUP INC", "cik": "0001044391", "assigned-sic": "7363", "irs-number": "223499261", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100147", "film-number": "02774437"}, "business-address": {"street1": "500 CRAIG ROAD", "street2": "3RD FL", "city": "MANALAPAN", "state": "NJ", "zip": "07726", "phone": "7328660300"}, "mail-address": {"street1": "500 CRAIG ROAD", "city": "MANALAPAN", "state": "NJ", "zip": "07726"}}
As filed with the Securities and Exchange Commission on September 27, 2002
                                                         Registration No. 333-

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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

                          STRATUS SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)
                            ------------------------

                   New Jersey                   22-2433361
          (State or other jurisdiction       (I.R.S. Employer
               of incorporation or          Identification No.)
                  organization)

                                 500 CRAIG ROAD
                        MANALAPAN, NEW JERSEY 07726-8790
                                 (732) 866-0300
                          (Address, including zip code,
                  of Registrant's Principal Executive Offices)
                            ------------------------

                          STRATUS SERVICES GROUP, INC.
                           1999 EQUITY INCENTIVE PLAN
                           2000 EQUITY INCENTIVE PLAN
                           2001 EQUITY INCENTIVE PLAN
                           2002 EQUITY INCENTIVE PLAN
                         NON-PLAN EMPLOYEE STOCK OPTIONS
                              (Full Title of Plans)
                            ------------------------

                                JOSEPH J. RAYMOND
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          STRATUS SERVICES GROUP, INC.
                                 500 CRAIG ROAD
                        MANALAPAN, NEW JERSEY 07726-8790
                                 (732) 866-0300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                            ------------------------

                                   Copies To:

                            PHILIP D. FORLENZA, ESQ.
                           GIORDANO, HALLERAN & CIESLA
                           A PROFESSIONAL CORPORATION
                               125 HALF MILE ROAD
                          MIDDLETOWN, NEW JERSEY 07748
                                 (732) 741-3900
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                    Proposed Maximum      Proposed Maximum
  Title of Securities to be       Amount to be       Offering Price      Aggregate Offering             Amount of
         Registered              Registered (7)         Per Share               Price               Registration Fee
Common Stock,
    $.01 par value (1)                     110,000           $3.00                  330,000             $31.00

    Options to purchase
    Common Stock (1)                       110,000              --                       --                 --

    Common Stock
    $.01 par value (1)                      50,000             .65                   32,500               3.00

    Options to purchase
    Common Stock (1)                        50,000              --                       --                 --

    Common Stock,
    $.01 par value (2)                     166,667            1.50                  250,001              23.00

    Options to purchase
    Common Stock (2)                       166,667              --                       --                 --

    Common Stock,
    $.01 par value (2)                   1,000,000            6.00                6,000,000             552.00

    Options to purchase
    Common Stock (2)                     1,000,000              --                       --                 --

    Common Stock,
    $.01 par value (2)                     500,000            1.10                  550,000              51.00

    Options to purchase                    500,000
    Common Stock (2)                                            --                       --                 --

    Common Stock,
    $.01 par value (3)                      32,349            6.00                  190,094              18.00

    Options to purchase
    Common Stock (3)                        32,349              --                       --                 --

    Common Stock,
    $.01 par value (3)                       2,115            6.60                   13,959               2.00

    Options to purchase
    Common Stock (3)                         2,115              --                       --                 --

    Common Stock,
    $.01 par value (3)                     130,000           5.625                  731,250              68.00

    Options to purchase
    Common Stock (3)                       130,000              --                       --                 --

    Common Stock
    $.01 par value (3)                     335,536            0.20                   67,107(8)            7.00

                                       2
Options to purchase
    Common Stock (3)                       335,536              --                       --                 --

    Common Stock,
    $.01 par value (4)                     300,000           5.625                1,687,500             156.00

    Options to purchase
    Common Stock (4)                       300,000              --                       --                 --

    Common Stock
    $.01 par value (4)                     200,000            0.20                   40,000(8)            4.00

    Options to purchase
    Common Stock (4)                       200,000              --                       --                 --

    Common Stock,
    $.01 par value (5)                     800,000            1.10                  880,000              81.00

    Options to purchase
    Common Stock (5)                       800,000              --                       --                 --

    Common Stock
    $.01 par value (5)                     200,000            0.20                   40,000(8)            4.00

    Options to purchase
    Common Stock (5)                       200,000              --                       --                 --

    Common Stock
    $.01 par value (6)                   3,359,000             .65                2,183,350             201.00

    Options to purchase
    Common Stock (6)                     3,359,000              --                       --                 --

    Common Stock
    $.01 par value (6)                      20,000             .75                   15,000               2.00

    Options to purchase
    Common Stock  (6)                       20,000              --                       --                 --

    Common Stock
    $.01 par value (6)                      10,000            1.32                   13,200               2.00

    Options to purchase
    Common Stock (6)                        10,000              --                       --                 --

    Common Stock
    $.01 par value (6)                      20,000            1.00                   20,000               2.00

    Options to purchase
    Common Stock (6)                        20,000              --                       --                 --

    Common Stock
    $.01 par value (6)                   1,591,000            0.20                  318,200(8)           30.00

    Options to purchase
    Common Stock (6)                     1,591,000              --                       --                 --

    Total                                                                        13,362,161          $1,237.00
==================================================================================================================
3
(1) Under Employment Agreements and non-plan stock option agreements with
    officers, directors and employees of the Registrant.
(2) Under Stock Option Agreement with Chairman and President of the Company.
(3) Under the Registrant's 1999 Equity Incentive Plan (the "1999 Equity
    Incentive Plan").
(4) Under the Registrant's 2000 Equity Incentive Plan, (the "2000 Equity
    Incentive Plan").
(5) Under the Registrant's 2001 Equity Incentive Plan (the "2001 Equity
    Incentive Plan").
(6) Under the Registrant's 2002 Equity Incentive Plan (the "2002 Equity
    Incentive Plan").
(7) This Registration Statement also covers such additional indeterminate number
    of shares as may become issuable pursuant to anti-dilution provisions of the
    agreements referred to above and the Equity Incentive Plans to adjust for
    the occurrence of certain corporate transactions or events including,
    without limitation, a stock split, stock dividend, merger, consolidation,
    reorganization or recapitalization.
(8) Estimated solely for the purpose of calculation of the registration fee in
    accordance with Rule 457(h) under the Securities Act and based upon the
    average of the high and low sale prices for a share of the Registrant's
    Common Stock as reported on the OTC Bulletin Board on September 23, 2002.

==============================================================================

                                EXPLANATORY NOTE

      This registration statement contains two parts. The first part contains a
prospectus prepared in accordance with the requirements of Part I of Form S-3
(pursuant to General Instruction C to Form S-8) which covers offers and sales by
certain stockholders of shares of Common Stock, par value $.01 per share (the
"Common Stock") of Stratus Services Group, Inc. (the "Company" or "Registrant")
issuable by the Company to certain employees of the Company under the 1999
Equity Incentive Plan, the 2000 Equity Incentive Plan, the 2001 Equity Incentive
Plan, the 2002 Equity Incentive Plan and certain Non-Plan Employee Stock
Options.

      The second part contains "Information Required in the Registration
Statement" prepared in accordance with Part II of Form S-8. Pursuant to Part I
of Form S-8, the information relating to the shares issuable in connection with
options or rights to acquire shares of Common Stock granted or to be granted
under the 1999 Equity Incentive Plan, the 2000 Equity Incentive Plan, the 2001
Equity Incentive Plan, and the 2002 Equity Incentive Plan and certain Non-Plan
Employee Stock Options is not filed with the Securities and Exchange Commission
(the "Commission") but documents containing such information have been or will
be sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                       4
REOFFER PROSPECTUS

                          STRATUS SERVICES GROUP, INC.
                        8,910,000 SHARES OF COMMON STOCK

                               ---------------

      Certain of our stockholders are using this reoffer prospectus to offer
shares of our Common Stock that we issued to them. These shareholders may
include "affiliates", as defined in Rule 405 under the Securities Act of 1933,
as amended.

      We expect that sales made pursuant to this reoffer prospectus will be
made:

         -  in broker's transactions;

         -  in transactions directly with market makers; or

         -  in negotiated sales or otherwise.

      The selling stockholders will determine when they will sell their shares,
and in all cases they will sell their shares at the current market price or at
prices negotiated at the time of the sale. We will not receive any proceeds from
these sales.

      The brokers and dealers the selling stockholders utilize in selling these
shares may receive compensation in the form of underwriting discounts,
concessions or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling stockholders and the
brokers and dealers they utilize may be deemed to be "underwriters" within the
meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.

      Our Common Stock is listed on the NASD - OTC Bulletin Board under the
symbol "SERV.OB". On September 23, 2002, the last reported sale price of the
stock as reported on NASD - OTC Bulletin Board was $0.20 per share.

                               ---------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                               ---------------

This prospectus is dated September 27, 2002.

                                       5
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

                                TABLE OF CONTENTS
Forward Looking Statements                 6

                  The Company/Risk Factors                   7

                  Selling Stockholders                      12

                  Plan of Distribution                      12

                  Use of Proceeds                           12

                  Legal Matters                             12

                  Experts                                   13

                  Where You Can Find More Information       13
FORWARD-LOOKING STATEMENTS

      This Prospectus, including the documents that we incorporate herein by
reference, contains forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements relate to future economic performance, plans, and
objectives of management for future operations and projections of revenue and
other financial items that are based on the beliefs of management as well as
assumptions made by and information currently available to our management. The
words "expect", "estimate", "anticipate", "believe", "intend" and similar
expressions are intended to identify forward-looking statements. Such statements
involve assumptions, uncertainties, and risks. If one or more of the risks or
uncertainties materialize or underlying assumptions prove incorrect, actual
outcomes may vary materially from those anticipated, estimated or expected.
Among the key factors that may have a direct bearing on our expected operating
results, performance or financial condition are economic conditions facing the
staffing industry generally; uncertainties related to the job market and our
ability to attract qualified candidates; uncertainties associated with our brief
operating history; our ability to raise additional capital; our ability to
achieve and manage growth; our ability to successfully identify suitable
acquisition candidates, complete acquisitions or integrate the acquired business
into our operation; our ability to attract and retain qualified personnel; our
ability to develop new services; our ability to cross-sell our services to
existing clients; our ability to enhance and expand existing offices; our
ability to open new offices; general economic conditions; our ability to
continue to maintain worker's compensation, general liability and other
insurance coverages; the continued cooperation of our creditors; and other
factors discussed herein and from time-to-time in our filings with the
Securities and Exchange Commission. These factors are not intended to represent
a complete list of all risks and uncertainties inherent in our business. These
forward-looking statements speak only as of their dates and we assume no
obligation to update the forward-looking statements or to update the reasons
actual results could differ from those projected in such forward-looking
statements.

                                       6
THE COMPANY

      We are a national business services company engaged in providing
outsourced labor and operational resources on a long-term, contractual basis. We
were incorporated in Delaware in March 1997 and began operations in August 1997
with the purchase of certain assets of Royalpar Industries, Inc. and its
subsidiaries. This purchase provided us with a foundation to become a national
provider of comprehensive staffing services. We believe that as businesses
increasingly outsource a wider range of human resource functions in order to
focus on their core operations, they will require more sophisticated and diverse
services from their staffing providers.

      We are functionally divided into two "service lines": Staffing Services
and Information Technology Services. Our Staffing Services Division provides
temporary workers for short-term needs, extended-term temporary employees,
temporary-to-permanent placements, recruiting, permanent placements, payroll
processing, on-site supervising and human resource consulting. Our
SMARTSolutions-TM- technology, available through our Staffing Services branch
offices, provides a comprehensive, customized staffing program designed to
reduce labor and management costs and increase workforce efficiency. Stratus
Technology Services provides information technology staffing solutions to
Fortune 1000, middle market and emerging companies. STS offers expertise in a
wide variety of technology practices and disciplines ranging from networking
professionals to internet development specialists and application programmers.
All three service groups seek to act as business partners to our clients rather
than merely a vendor. In doing so, they seek to systematically enhance client
productivity and positively impact our and our clients' financial results. We
are headquartered at 500 Craig Road, Suite 201, Manalapan, New Jersey 07726 and
our telephone number is (800) 777-1557.

      Between September 1997 and August 2002 we completed ten acquisitions of
staffing businesses, representing thirty offices in seven states. As of
September 23, 2002 we were providing services from thirty locations in eight
states. We also maintain a presence on the Internet with our website at
WWW.STRATUSSERVICES.COM, an informational site designed to give prospective
customers and employees additional information regarding our operations.

                                  RISK FACTORS

WE HAVE LIMITED LIQUID RESOURCES AND A HISTORY OF NET LOSSES.

      At June 30, 2002, we had limited liquid resources. Current liabilities
were approximately $17.4 million and our current assets were approximately
$13.7 million. The difference of approximately $3.7 million is a working
capital deficit which is primarily the result of the losses we had during
each of the five quarters ended June 30, 2002. Current liabilities as of
June 30, 2002 also include a cash overdraft of $872,234, which is represented
by outstanding checks. We have incurred net losses in recent periods,
including net losses of $409,069 in our inception period from August 11, 1997
through September 30, 1997, $2,412,145 in the year ended September 30, 1998,
$1,527,043 in the year ended September 30, 1999 and $5,910,457 in the year
ended September 30, 2001. Although we had net earnings in the year ended
September 30, 2000 of $1,045,910, we can provide no assurance that our
operations will be profitable in the future. This situation has also made it
difficult for us to make timely payments to our vendors and we can make no
assurances that vendors and creditors will not exercise remedies against us.
The working capital deficit will remain until additional capital is raised.

      These conditions raise substantial doubts about our ability to operate as
a going concern. Our financial statements do not include any adjustments to
reflect the possible future effect on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

      Our continuation of existence is dependent upon our ability to generate
sufficient cash flow to meet our continuing obligations on a timely basis, to
fund the operating and capital needs, and to obtain additional financing as may
be necessary. Our management has taken steps to revise and reduce our operating
requirements, which we believe will be sufficient to assure continued operations
and implementation of our plans. The steps include closing branches and
reduction in staffing and other selling, general and administrative expenses.

FLUCTUATIONS IN THE GENERAL ECONOMY COULD HAVE AN ADVERSE IMPACT ON OUR
BUSINESS.

      Demand for our staffing services is significantly affected by the
general level of economic activity and unemployment in the United States.
Companies use temporary staffing services to manage personnel costs and

                                       7
staffing needs. When economic activity increases, temporary employees are
often added before full-time employees are hired. However, as economic
activity slows, many companies reduce their utilization of temporary
employees before releasing full-time employees. In addition, we may
experience less demand for our services and more competitive pricing pressure
during periods of economic downturn. Therefore, any significant economic
downturn could have a material adverse effect on our business, results of
operations, cash flows or financial condition.

WE MAY BE UNABLE TO CONTINUE AND MANAGE OUR GROWTH.

      Our ability to continue growth will depend on a number of factors,
including: the strength of demand for temporary employees in our markets; the
availability of capital to fund acquisitions; the ability to maintain or
increase profit margins despite pricing pressures; and existing and emerging
competition. We must also adapt our infrastructure and systems to accommodate
growth and recruit and train additional qualified personnel. Furthermore, the
United States economy is continuing to show signs of an economic slowdown.
Should the economic slowdown or a recession continue for an extended period,
competition for customers in the staffing industry would increase and may
adversely impact management's allocation of our resources and result in
declining revenues.

WE RELY HEAVILY ON EXECUTIVE MANAGEMENT AND COULD BE ADVERSELY AFFECTED IF OUR
EXECUTIVE MANAGEMENT TEAM WAS NOT AVAILABLE.

      We are highly dependent on our senior executives, including Joseph J.
Raymond, our Chairman, CEO and President since September 1, 1997; Michael A.
Maltzman, Executive Vice President and Chief Financial Officer who has been
serving in that capacity since September 1, 1997; and on the other members of
our senior management team. We entered into an employment agreement with Mr.
Raymond effective September 1, 1997 for continuing employment until he
chooses to retire or until his death and that agreement remains in effect as
written. Employment arrangements with all of our executive officers are
at-will. The loss of the services of either Mr. Raymond or Mr. Maltzman and
other senior executives or other key executive personnel could have a
material adverse effect on our business, results of operations, cash flows or
financial condition.

WE RELY HEAVILY ON OUR MANAGEMENT INFORMATION SYSTEMS AND OUR BUSINESS WOULD
SUFFER IF OUR SYSTEMS FAIL OR CANNOT BE UPGRADED OR REPLACED ON A TIMELY BASIS.

      We believe our management information systems are instrumental to the
success of our operations. Our business depends on our ability to store,
retrieve, process and manage significant amounts of data. We continually
evaluate the quality, functionality and performance of our systems in an
effort to ensure that these systems meet our operational needs. We have, in
the past, encountered delays in implementing, upgrading or enhancing systems
and may, in the future, experience delays or increased costs. There can be no
assurance that we will meet anticipated completion dates for system
replacements, upgrades or enhancements that such work will be competed in the
cost-effective manner, or that such replacements, upgrades and enhancements
will support our future growth or provide significant gains in efficiency.
The failure of the replacements, upgrades and enhancements to meet these
expected goals could result in increased system costs and could have a
material adverse effect on our business, results of operations, cash flows or
financial condition.

INCREASES IN EMPLOYEE-RELATED COSTS WOULD HAVE AN ADVERSE EFFECT ON OUR
BUSINESS.

      We are responsible for all employee-related expenses for the temporary
employees, including workers' compensation, unemployment insurance, social
security taxes, state and local taxes and other general payroll expenses. We
maintain workers' compensation insurance for all claims in excess of a loss
cap of $150,000 per incident, except with respect to locations in states
where private insurance is permitted and which are covered by state insurance
funds. We accrue for workers' compensation costs based upon payroll dollars
paid to temporary employees. The accrual rates vary based upon the specific
risks associated with the work performed by the temporary employee. At the
beginning of each policy year, we review the overall accrual rates with our
outside actuaries and makes changes to the rates as necessary based primarily
upon historical loss trends. Periodically, we evaluate our historical
accruals based on an actuarially developed estimate of the ultimate cost for
each open policy year and adjust such accruals as necessary. These
adjustments can either be increases or decreases to workers' compensation
costs, depending upon our actual loss experience. There can be no assurance
that our programs to control workers' compensation and other payroll-related
expenses will be effective or that loss development trends will not require a
charge to costs of services in future periods to increase workers'
compensation accruals.

                                       8
Unemployment insurance premiums are set by the states in which our employees
render their services. A significant increase in these premiums or in
workers' compensation-related costs or our inability to continue to maintain
workers' compensation coverage could have a material adverse effect on our
business, results of operations, cash flows or financial condition.

OUR FINANCIAL RESULTS WILL SUFFER IF WE LOSE ANY OF OUR SIGNIFICANT CUSTOMERS.

      As is common in the temporary staffing industry, our engagements to
provide services to our customers are generally of a non-exclusive,
short-term nature and subject to termination by the customer with little or
no notice. During fiscal 2000 and 2001, no single customer of ours accounted
for more than 12% and 10%, respectively, of our sales or services.
Nonetheless, the loss of any of our significant customers could have an
adverse effect on our business, results of operations, cash flows or
financial condition. We are also subject to credit risks associated with our
trade receivables. During fiscal 2000 and fiscal 2001, we incurred costs of
$122,500 and $661,000, respectively, for bad debts. Should any of our
principal customers default on their large receivables, our business results
of operations, cash flows or financial condition could be adversely affected.

WE HAVE EXPERIENCED SIGNIFICANT FLUCTUATIONS IN OUR OPERATING RESULTS AND
ANTICIPATE THAT THESE FLUCTUATIONS MAY CONTINUE.

      Operating results may fluctuate due to a number of factors, including
the demand for our services, the level of competition within our markets, our
ability to increase the productivity of our existing offices, control costs
and expand operations, the timing and integration of acquisitions and the
availability of qualified temporary personnel. In addition, our results of
operations could be, and have in the past been, adversely affected by severe
weather conditions. Moreover, our results of operations have also
historically been subject to seasonal fluctuations. Demand for temporary
staffing historically has been greatest during our fourth fiscal quarter due
largely to the planning cycles of many of our customers. Furthermore, sales
for the first fiscal quarter are typically lower due to national holidays as
well as plant shutdowns during and after holiday season. These shutdowns and
post-holiday season declines negatively impact job orders received by us,
particularly in the light industrial sector. Due to the foregoing factors, we
have experienced in the past, and may possibly experience in the future,
results of operations below the expectations of public market analysts and
investors. The occurrence of such an event could likely have a material
adverse effect on the price of the common stock.

IF WE ARE NOT ABLE TO ATTRACT AND RETAIN THE SERVICES OF QUALIFIED TEMPORARY
PERSONNEL, OUR BUSINESS WILL SUFFER.

      We depend upon our ability to attract and retain qualified personnel
who possess the skills and experience necessary to meet the staffing
requirements of our customers. During periods of increased economic activity
and low unemployment, the competition among temporary staffing firms for
qualified personnel increases. Many regions in which we operate have in the
past and may continue to experience historically low rates of unemployment
and we have experienced, and may continue to experience, significant
difficulties in hiring and retaining sufficient numbers of qualified
personnel to satisfy the needs of our customers. Furthermore, we may face
increased competitive pricing pressures during such periods. While the
current economic environment is facing uncertainties, competition for
individuals with the requisite skills is expected to remain strong for the
foreseeable future. There can be no assurance that qualified personnel will
continue to be available to us in sufficient numbers and on terms of
employment acceptable to us. We must continually evaluate and upgrade our
base of available qualified personnel to keep pace with changing customer
needs and emerging technologies. Furthermore, a substantial number of our
temporary employees during any given year will terminate their employment
with us to accept regular staff employment with our customers. The inability
to attract and retain qualified personnel could have a material adverse
effect on the business, results of operations, cash flows or financial
condition.

OUR SUCCESS DEPENDS UPON THE PERFORMANCE OF OUR FIELD MANAGEMENT.

      We are dependent on the performance and productivity of our local
managers, particularly branch, and regional managers. This loss of some of
our key managers could have an adverse effect on our operations, including
our ability to establish and maintain customer relationships. Our ability to
attract and retain business is significantly affected by local relationships
and the quality of services rendered by branch, area, regional and zone
managerial personnel. If we are unable to attract and retain key employees to
perform these services, our business, results of operations, cash flows or
financial condition could be adversely affected. Furthermore, we may be
dependent on the senior management of companies that may be acquired in the
future. If any of these individuals do not continue in

                                       9
their management roles, there could be material adverse effect on our
business, results of operations, cash flows or financial condition.

WE MAY BE SUBJECT TO CLAIMS AS A RESULT OF ACTIONS TAKEN BY OUR TEMPORARY
STAFFING PERSONNEL.

      Providers of temporary staffing services place people in the workplaces
of other businesses. An inherent risk of such activity includes possible
claims of errors and omissions, discrimination or harassment, theft of
customer property, misappropriation of funds, misuse of customers'
proprietary information, employment of undocumented workers, other criminal
activity or torts, claims under health and safety regulations and other
claims. There can be no assurance that we will not be subject to these types
of claims, which may result in negative publicity and our payment of monetary
damages or fines, which, if substantial, could have a material adverse effect
on our business, results of operations, cash flows or financial condition.

OUR COMMON STOCK WAS DELISTED FROM THE NASDAQ STOCK MARKET AND IS NOT LIKELY TO
BE RELISTED.

      There are several requirements for continued listing on the Nasdaq
SmallCap Market including, but not limited to, a minimum stock bid price of
$1.00 per share and $2.5 million in stockholder's equity. As of September 30,
2001, our stockholder's equity was below the Nasdaq requirement and, as a
result, our common stock was delisted by Nasdaq in February 2002. Although we
appealed the delisting determination and the Nasdaq Listing and Hearing
Council reversed and remanded the decision to the Nasdaq Listing
Qualification Panel, subject to conditions, the Panel notified us in August
2002 that it was denying relisting due to our failure to meet conditions
specified in the Council's decision that required us to have stockholders'
equity of at least $4,500,000 as of June 30, 2002 and a minimum stock bid
price of at least $1.00 for 10 consecutive trading days. We have again filed
an appeal of this decision. Although we are appealing the denial of
relisting, our common stock is currently trading on the NASD's OTC Bulletin
Board. Delisting from Nasdaq could adversely affect the liquidity and price
of our common stock and this could have a long-term impact on our ability to
raise future capital through a sale of our common stock. In addition, it
could make it more difficult for investors to obtain quotations to trade our
stock.

FUTURE ACQUISITIONS COULD INCREASE THE RISK OF OUR BUSINESS.

      While we intend to pursue acquisitions in the future, there can be no
assurance that we will be able to expand our current market presence or
successfully enter other markets through acquisitions. Competition for
acquisitions may increase to the extent other temporary services firms, many
of which have significantly greater financial resources than us, seek to
increase their market share through acquisitions. In addition, we are subject
to certain limitations on the incurrence of additional indebtedness under our
credit facilities, which may restrict our ability to finance acquisitions.
Further, there can be no assurance that we will be able to identify suitable
acquisition candidates or, if identified, complete such acquisitions or
successfully integrate such acquired businesses into our operations.
Acquisitions also involve special risks, including risks associated with
unanticipated problems, liabilities and contingencies, diversion of
management's attention and possible adverse effects on earnings resulting
from increased goodwill amortization, interest costs and workers'
compensation costs, as well as difficulties related to the integration of the
acquired businesses, such as retention of management. Furthermore, once
integrated, acquisitions may not achieve comparable levels of revenue or
profitability as our existing locations. In addition, to the extent that we
consummate acquisitions in which a portion of the consideration is in the
form of common stock, current shareholders may experience dilution. The
failure to identify suitable acquisitions, to complete such acquisitions or
successfully integrate such acquired businesses into our operations could
have a material adverse effect on our business, results of operations, cash
flows or financial condition.

POTENTIAL CONVERSIONS OF OUR CONVERTIBLE PREFERRED STOCK WILL REDUCE THE
PERCENTAGE OWNERSHIP INTEREST OF EXISTING STOCKHOLDERS AND MAY CAUSE A REDUCTION
IN OUR SHARE PRICE.

Since July 2001, we have issued to certain stockholders 1,458,933 shares of
Series A Preferred Stock, 16,683 shares of Series E Preferred Stock and 10,000
shares of Series F Preferred Stock. If all of the holders of preferred stock
convert their preferred stock into shares of common stock, we will be required
to issue no less than 22,680,933 shares of common stock assuming a conversion
price of $0.15 for the Series E Preferred Stock. If the trading price of the
common stock is low when the conversion price of the Series E Preferred Stock is
determined, we would be required to issue a higher number of shares of common
stock, which could cause a further reduction in each of our stockholder's
percentage ownership interests in our company. In addition, if a holder of
preferred stock converts our preferred stock and sells the common stock, it
could result in an imbalance of supply and demand for our common

                                      10
stock and a decrease in the market price of our common stock. The further our
stock price declines, the more the conversion price of our Series E Preferred
stock will fall and the greater the number of shares we will have to issue
upon conversion.

WE ARE CONTROLLED BY PRINCIPAL STOCKHOLDER AND MANAGEMENT.

      As of September 23, 2002, our Chairman of the Board, Joseph J. Raymond,
owned or had the right to vote shares representing approximately 59.5% of the
outstanding voting power of our capital stock. Our directors and executive
officers, as a group, own or have the right to vote shares representing
approximately 66.91% of the outstanding voting power of our capital stock. As
a result, Mr. Raymond and, if they should determine to act together, our
directors and executive officers as a group, will be able to exercise
significant influence over the outcome of any matters or block certain
matters which might normally be submitted to our stockholders for approval,
including the election of directors and the authorization of other corporate
actions requiring stockholder approval.

                             SELLING STOCKHOLDERS

      The shares of Common Stock offered in this prospectus are being
registered for offers and sales by certain employees and permitted assigns
who own shares of our Common Stock issued by us under the 1999 Plan, the 2000
Plan, the 2001 Plan, the 2002 Plan and the Non-Plan Employee Stock Options,
hereinafter collectively referred to as the "selling stockholders".

      We do not know whether any of the selling stockholders will use this
prospectus in connection with the offer or sale of any shares of our Common
Stock or, if this prospectus is so used, how many shares of Common Stock will
be offered or sold.

                              PLAN OF DISTRIBUTION

      The selling stockholders may sell registered shares of the Common Stock
in any of the following ways:

         -  through brokers or dealers;

         -  through agents; or

         -  directly to one or more purchasers.

      The distribution of shares of the stock may be effected from time-to-time
in one or more transactions:

         -  on NASD OTC Bulletin Board (or in the event the Company is re-listed
            on the Nasdaq SmallCap Market) in transactions pursuant to and in
            accordance with the rules of such exchange; or

         -  in transactions other than on such exchange or a combination of
            such transactions.

      Any such transaction may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The selling stockholders may effect such transactions
by selling shares of the Common Stock to or through brokers or dealers, and such
brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders and/or commissions from
purchasers of shares of the Common Stock for whom they may act as agent. The
selling stockholders and any brokers or dealers or agents that participate in
the distribution of shares of the Common Stock by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
brokers or dealers or agents might be deemed to be underwriting discounts and
commissions, under the Securities Act. Affiliates of one or more selling
stockholders may act as principal or agent in connection with the offer or sale
of shares of the Common Stock by the selling stockholders.

      Any securities covered by the prospectus that qualify for sale pursuant to
rule 144 under the Securities Act may be sold under that rule rather than
pursuant to this prospectus.

                                      11
USE OF PROCEEDS

      We will not receive any of the proceeds from the offer and sale of the
shares of the Common Stock by the selling stockholders.

                                  LEGAL MATTERS

      The validity of shares of Common Stock offered in this offering will be
passed upon for us by Giordano, Halleran & Ciesla, P.C., Middletown, New Jersey
07748.

                                      12
EXPERTS

      Our financial statements for each of the three (3) fiscal years ended
September 30, 2001, September 30, 2000 and September 30, 1999 have been
incorporated in this prospectus by reference herein and in the registration
statement of which this prospectus is a part in reliance upon the report of
Amper, Politziner & Mattia, P.C., independent certified public accountants,
incorporated herein, and upon the authority of said firm as experts in
accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the Commission under the Securities Act a
registration statement on Form S-8 with respect to the shares of Common Stock
offered hereby. This prospectus, which constitutes part of the registration
statement, does not contain all the information set forth in the registration
statement or portions of which are omitted as permitted by the rules and
regulations of the Commission. Statements made in this prospectus regarding
the contents of any contract or other document are summaries of the material
terms of the contract or document. With respect to each contract or document
filed as an exhibit to the registration statement, reference is made to the
corresponding exhibit. Fur further information pertaining to us and the
Common Stock offered hereby, reference is made to the registration statement,
including the exhibits and schedules thereto, copies of which may be
inspected without charge at the public reference facilities of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at certain of the
regional offices of the Commission located at Seven World Trade Center, Suite
1300, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of all or any portion of the
registration statement may be obtained from the Commission at prescribed
rates. Information on the public reference facilities may be obtained by
calling the Commission at 1-800-SEC-0330. In addition, the Commission
maintains a website that contains reports, proxy and information statements
and other information that is filed through the Commission's EDGAR System.
The website can be accessed at HTTP://WWW.SEC.GOV.

      We "incorporate by reference" information that we file with the
Commission, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this prospectus and more recent information
automatically updates and supersedes more dated information contained or
incorporated by reference in this prospectus. Our Commission file number is
001-15789.

      We have previously filed the following documents with the Commission
and incorporated them by reference into this prospectus:

      1. our Annual Report on Form 10-K for the fiscal year ended September 30,
         2001, as amended by the Company's Annual Report on Form 10-K/A for
         the fiscal year ended September 30, 2001;

      2. from the date of filing of such documents, all other reports filed
         pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), since September 30, 2001; and

      3. the description of our Common Stock contained in Amendment No. 7 to
         the Company's Registration Statement on Form SB-2 as filed with the
         Commission on March 17, 2000.

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

      We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, on the written
or oral request of such person, a copy of any or all documents referred to
above which have been or may be incorporated by reference in this prospectus
(not including exhibits to such incorporated information that are not
specifically incorporated by reference into such information). Request for
such copies should be directed to us at the following mailing address:
Stratus Services Group, Inc., 500 Craig Road, Suite 201, Manalapan, New
Jersey 07726, Attn: Investor Relations, telephone number: (732)866-3000.

                                      13
PROSPECTUS

                        8,910,000 SHARES OF COMMON STOCK

                               SEPTEMBER 27, 2002

                                      14
PART I.

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEMS 1 AND 2.  PLAN INFORMATION.

      This Registration Statement concerns the registration of: (i) Four
hundred ten thousand (410,000) shares of common stock, $.01 par value (the
"Common Stock") of Stratus Services Group, Inc. (the "Company") to be sold
pursuant to the exercise of options granted to certain officers and employees
of the Company pursuant to certain employment agreements and stock option
agreements; (ii) one million, five hundred thousand (1,500,000) shares of
Common Stock of the Company to be sold pursuant to the exercise of options
granted to the Chairman and President of the Company pursuant to a stock
option agreement; (iii) five hundred thousand (500,000) shares of Common Stock
of the Company to be sold pursuant to the exercise of options granted to
participants under the Stratus Services Group, Inc. 1999 Equity Incentive Plan
(the "1999 Equity Incentive Plan"); (iv) five hundred thousand (500,000)
shares of Common Stock of the Company to be sold pursuant to the exercise of
options granted to participants under the Stratus Services Group, Inc. 2000
Equity Incentive Plan (the "2000 Equity Incentive Plan"); (v) one million
(1,000,000) shares of Common Stock to be issued pursuant to the exercise of
options or in connection with other awards granted to participants under the
Stratus Services Group, Inc. 2001 Equity Incentive Plan (the "2001 Equity
Incentive Plan"); and (vi) five million (5,000,000) shares of Common Stock to
be issued pursuant to the exercise of options or in connection with other
awards granted to participants under the Stratus Services Group, Inc. 2002
Equity Incentive Plan (the "2002 Equity Incentive Plan").

      The documents containing the information about the agreements and the
Equity Incentive Plans described above required by Part I of Form S-8 have
been or will be sent or given to the participants as specified by Rule
428(b)(1) of Regulation C under the Securities Act of 1933, as amended (the
"Securities Act"), and such documents taken together with the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8 shall constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

      Certain information included in this Section 10(a) Prospectus and other
Company filings under the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), contains or may contain forward looking
information that is subject to certain risks, trends and uncertainties that
could cause actual results to differ materially from expected results.

                                    PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement as of their respective dates:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001, as amended by the Company's Annual Report on Form 10-K/A
for the fiscal year ended September 30, 2001.

      (b) From the date of filing of such documents, all other reports filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since
September 30, 2001.

      (c) The description of the Company's Common Stock contained in Amendment
No. 7 to the Company's Registration Statement on Form SB-2 as filed with the
Commission on March 17, 2000.

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

                                      15
Any statement contained in this Registration Statement or in a document
incorporated by reference herein, shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such 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.

      Not applicable.

ITEM 5.         INTERESTS OF NAMED EXPERT AND COUNSEL.

      Not applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Delaware General Corporation Law, Section 102(b)(7), authorizes a
corporation to eliminate or limit personal liability of members of its board
of directors for violations of a director's fiduciary duty of care. Such
elimination or limitation of personal liability is not permitted, however,
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or knowing violation of law, or payment of a
dividend or approval of a stock repurchase which was deemed illegal or where a
director obtains an improper personal benefit.

      The Registrant's Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.1 to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 as filed with the Securities and Exchange Commission on
September 3, 1999) provides that a director of the Company shall, to the
maximum extent permitted by Section 102(b)(7) or any successor provision or
provisions, have no personal liability to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful.

      The Registrant's Amended and Restated Certificate of Incorporation and
the Registrant's Bylaws (filed as Exhibit 3.2 to Amendment No. 6 to the
Company's Registration Statement on Form SB-2 as filed with the Securities and
Exchange Commission on February 1, 2000) provides that any director or officer
of the Company involved in any action, suit or proceeding, the basis of which
is alleged action or inaction by such director or officer while he was acting
in an official capacity as a director or officer of the Registrant or as a
director, trustee, officer, employee or agent of another entity at the request
of the Registrant, shall be indemnified and held harmless by the Registrant to
the fullest extent permitted by Section 145 against all expense, liability and
loss reasonably incurred or suffered by such person in connection therewith.
Such indemnification as to such alleged action or inaction continues as to an
indemnitee who has after such alleged action or inaction ceased to be a
director or officer of the Registrant or a director, officer, trustee,
employee or agent of such other entity and inures to the benefit of the
indemnitee's heirs, executors and administrators. The Certificate of
Incorporation also provides that the right to indemnification shall be a
contract right which shall not be affected adversely as to any indemnitee by
any amendment to the Certificate of Incorporation with respect to any action
or inaction occurring prior to such amendment and shall include, unless
otherwise restricted or prohibited by law or the Registrant's By-laws, the
right to be paid by the Registrant for expenses incurred in defending any such
proceeding in advance of its final disposition. The Registrant's Board of
Directors may also grant these indemnification rights to any employee or agent
of the Registrant or to any person who is or was a director, officer, employee
or agent of the Registrant's affiliates, predecessors or subsidiaries.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      16
ITEM 8.         EXHIBITS.
EXHIBIT NUMBER                                               DESCRIPTION
--------------                                               -----------
5.                      Opinion and Consent of Giordano, Halleran & Ciesla, P.C. (file herewith).

  10.1.1                   Employment Agreement dated September 1, 1997 between the Registrant and Joseph J. Raymond
                           (incorporated by reference to Exhibit 10.1.1 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.2                   Executive Employment Agreement dated September 1, 1997 between the Registrant
                           and J. Todd Raymond (incorporated by reference to Exhibit 10.1.2 to Amendment No. 1 to the
                           Registrant's Registration Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.6                   Executive Employment Agreement dated September 1, 1997 between Registrant and Michael A. Maltzman
                           (incorporated by reference to Exhibit 10.1.6 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.10                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 15, 2000
                           (incorporated by reference to similarly numbered Exhibits to the Company's Form 10-KSB, as
                           filed with the Securities and Exchange Commission on December 29, 2000).

  10.1.11                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 3, 2001
                           (filed herewith).

  10.1.12                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of March 28, 2002
                           (filed herewith).

  10.7.1                   Stratus Services Group, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.7
                           to Amendment No. 1 to the Registrant's Registration tatement on Form SB-2 (Registration No. 333-83255).

  10.7.2                   Stratus Services Group, Inc. 2000 Equity Incentive Plan (incorporated by reference to similarly
                           numbered Exhibits to the Company's Form 10-KSB, as filed with the Securities and Exchange Commission
                           on December 29, 2000).

  10.7.3                   Form of Option under 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.3 filed
                           with the Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000).

  10.7.4                   Stratus Services Group, Inc. 2001 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.4
                           to the Registrant's registration statement on Form S-1 (Registration No. 333-55312)).

  10.7.5                   Form of Option under 1999 Equity Incentive Plan (filed herewith).

  10.7.6                   Form of Option under 2001 Equity Incentive Plan (filed herewith).

  10.7.7                   Stratus Services Group, Inc. 2002 Equity Incentive Plan (filed herewith).

  10.7.8                   Form of Option under 2002 Equity Incentive Plan (filed herewith).

  23.1                     Consent of Amper, Politziner & Mattia, P.C. (filed herewith).

  23.2                     Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).

  24.                      Power of Attorney (filed with signature pages).
17
ITEM 9.         UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      (1) 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; (ii) to reflect
in such 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
information set forth in the Registration Statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that (i) and
(ii) herein do not apply if the information required to be included in a
post-effective amendment by such provisions is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, 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 bona
fide offering thereof.

      (3) 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.

      (4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company'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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.

                                      18
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 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 Township of Manalapan, State of New Jersey, on the 27th day
of September 2002.

                                   STRATUS SERVICES GROUP, INC.
                                   (Registrant)

                                   By:   /s/ Joseph J. Raymond
                                         ----------------------------
                                         Joseph J. Raymond
                                         President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph J. Raymond and Michael A. Maltzman and
each of them, his true and lawful attorneys-in-fact and agents for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                             Title                                                      Date
/s/ Joseph J. Raymond                Chairman, President, and Chief Executive          September 27, 2002
 -----------------------              Officer (Principal Executive Officer)

 /s/ Michael A. Maltzman              Vice President and Chief Financial Officer        September 27, 2002
 -----------------------             (Principal Financing and Accounting Officer)

 /s/ Michael J. Rutkin                Director                                          September 27, 2002
 -----------------------

 /s/ H. Robert Kingston               Director                                          September 27, 2002
 -----------------------

 /s/ Donald W. Feidt                  Director                                          September 27, 2002
 -----------------------

 /s/ Sanford I. Feld                  Director                                          September 27, 2002
 -----------------------
19
EXHIBITS.
EXHIBIT NUMBER                                               DESCRIPTION
--------------                                               -----------
5.                      Opinion and Consent of Giordano, Halleran & Ciesla, P.C. (filed herewith).

  10.1.1                   Employment Agreement dated September 1, 1997 between the Registrant and Joseph J. Raymond
                           (incorporated by reference to Exhibit 10.1.1 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.2                   Executive Employment Agreement dated September 1, 1997 between the Registrant
                           and J. Todd Raymond (incorporated by reference to Exhibit 10.1.2 to Amendment No. 1 to the
                           Registrant's Registration Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.6                   Executive Employment Agreement dated September 1, 1997 between Registrant and Michael A. Maltzman
                           (incorporated by reference to Exhibit 10.1.6 to Amendment No. 1 to the Registrant's Registration
                           Statement on Form SB-2 (Registration No. 333-83255)).

  10.1.10                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 15, 2000
                           (filed herewith).

  10.1.11                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of April 3, 2001
                           (filed herewith).

  10.1.12                  Stock Option Agreement between the Registrant and Joseph J. Raymond dated as of March 28, 2002
                           (filed herewith).

  10.7.1                   Stratus Services Group, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.7
                           to Amendment No. 1 to the Registrant's Registration tatement on Form SB-2 (Registration No. 333-83255).

  10.7.2                   Stratus Services Group, Inc. 2000 Equity Incentive Plan (incorporated by reference to similarly
                           numbered Exhibits to the Company's Form 10-KSB, as filed with the Securities and Exchange Commission
                           on December 29, 2000).

  10.7.3                   Form of Option under 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.3 filed
                           with the Registrant's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000).

  10.7.4                   Stratus Services Group, Inc. 2001 Equity Incentive Plan (incorporated by reference to Exhibit 10.7.4
                           to the Registrant's registration statement on Form S-1 (Registration No. 333-55312)).

  10.7.5                   Form of Option under 1999 Equity Incentive Plan (filed herewith).

  10.7.6                   Form of Option under 2001 Equity Incentive Plan (filed herewith).

  10.7.7                   Stratus Services Group, Inc. 2002 Equity Incentive Plan (filed herewith).

  10.7.8                   Form of Option under 2002 Equity Incentive Plan (filed herewith).

  23.1                     Consent of Amper, Politziner & Mattia, P.C. (filed herewith).

                                      20
23.2                     Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).

  24.                      Power of Attorney (filed with signature pages).
21