UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2004

STRATUS SERVICES GROUP, INC.

(Exact name of registrant as specified in charter)

Delaware	001-15789	22-3499261
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Craig Road, Suite 201, Manalapan, New Jersey	07726
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code: (732) 866-0300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2- Financial Information

Item 2.02. Results of Operations and Financial Condition.

On December 23, 2004, Stratus Services Group, Inc. issued a press release announcing its financial results for its fiscal year ended September 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this current report.

The information furnished under Item 2.02 of this current report, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9-Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.	Description
99.1	Press Release, dated December 23, 2004 of Stratus Services Group, Inc.
	Re: Fiscal Financial Results

SIGNATURES

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

STRATUS SERVICES GROUP, INC.

(REGISTRANT)

By: /S/ Joseph J. Raymond

Joseph J. Raymond

President and Chief Executive Officer

Date: December 23, 2004

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated December 23, 2004, of Stratus Services Group, Inc.
	Re: Fiscal Financial Results