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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-108356

Prospectus

Maximum of 12,500,000 Units
Minimum of 1,250,000 Units

        We are offering for sale up to 12,500,000 units. Each unit consists of one share of our common stock and one three year common stock purchase warrant. The common stock and warrants included in our units will trade separately immediately after the initial closing of this offering. Each warrant entitles its owner to purchase one share of common stock for $.76. You may exercise your warrants at any time during the period commencing one year after the initial closing of this offering and ending 30 months after the initial closing of this offering, unless we have redeemed them. We may redeem some or all of our outstanding warrants, at a redemption price of $.08 per warrant, upon 30 days prior written notice, beginning one year after the final closing of this offering once the closing bid price of our common stock has been at least $1.33 for 20 consecutive trading days.

        Our underwriter is selling our units on a minimum/maximum "best efforts" basis and will receive a commission with respect to those sales. Subscriptions for our units will be deposited into escrow with JPMorgan Chase Bank until a minimum of $1,000,000 of subscriptions have been received. In the event we do not receive a minimum of $1,000,000 of subscriptions by July 30, 2004, or August 30, 2004 if the offering period is extended by us and our underwriter, escrowed funds will be promptly returned to subscribers without interest or deduction. In the event that a minimum of $1,000,000 in subscriptions is received by July 30, 2004, or August 30, 2004 if the offering period is extended by us and our underwriter, we will close on those funds and promptly issue the units in one or more closings.

        We expect to offer units having an aggregate offering price of $10,000,000. Except as otherwise indicated, all share and per share information in this prospectus, including the number of units offered, gives effect to a proposed one-for-four reverse split of our common stock that will become effective prior to the initial closing of this offering.

Investing in these Units involves a high degree of risk. See "Risk Factors" beginning on page 10 to read about factors you should consider before buying our units.

        Our common stock is traded on the OTC Bulletin Board under the symbol "SERV.OB". On July 8, 2004, the closing price of the common stock was $.76 per share. We intend to arrange for the inclusion of the warrants included in the units on the OTC Bulletin Board as soon as possible after the initial closing of this offering; however it is likely that quotations for the warrants will not be available on the OTC Bulletin Board until after the final closing of this offering.

Neither the Securities and Exchange Commission nor any state securities authority has approved or disapproved of these securities or their offer or sale, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	PUBLIC OFFERING PRICE	UNDERWRITING COMMISSION	PROCEEDS, BEFORE EXPENSES, TO US
Per Unit	$.80	$.072	$.728
Total if minimum sold	$1,000,000	$90,000	$910,000
Total if maximum sold	$10,000,000	$900,000	$9,100,000

        We expect cash expenses for this offering to be approximately $400,000 if the minimum number of units is sold, and $670,000 if the maximum number of units is sold. These expenses will include a non-accountable expense allowance of 2¹/2% of the gross proceeds of this offering payable to our underwriter.

Prospectus dated July 9, 2004

For California Residents Only

        This offering is limited to investors that have a minimum annual gross income of at least $65,000 and a minimum net worth of at least $250,000, or, in the alternative, a minimum net worth of at least $500,000. Any investment shall not exceed 10% of the investor's net worth. Net worth is to be determined exclusive of the investor's equity in his or her home, home furnishings and automobiles.

For Florida Residents Only

        This offering is limited to accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. Under Rule 501(a), to be an accredited investor an individual must have (a) a net worth or joint net worth with the individual's spouse of more than $1,000,000 or (b) income of more than $200,000 in each of the two most recent years or joint income with the individual's spouse of more than $300,000 in each of those years and a reasonable expectation of reaching the same income level in the current year. In addition, this offering is limited to persons who have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment.

        The securities have not been registered under the Florida Securities Act in reliance upon exemptive provisions contained therein. If sales are made to five or more persons in Florida pursuant to subsection 517.061(11)(a)(5) of the Florida Securities Act, any such sale may be voided by the purchaser within three (3) days after the first tender of consideration is made by the purchaser to the issuer, an agent of the issuer or an escrow agent, or within three (3) days after the availability of this privilege is communicated to the purchaser, whichever is later.

For New Jersey Residents Only

        Offers and sales in this offering in New Jersey may only be made to accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. Under Rule 501(a) to be an accredited investor an individual must have (a) a net worth or joint net worth with the individual's spouse of more than $1,000,000 or (b) income of more than $200,000 in each of the two most recent years or joint income with the individual's spouse of more than $300,000 in each of those years and a reasonable expectation of reaching the same income level in the current year. Other standards apply to investors who are not individuals. There will be no secondary sales of the securities to persons who are not accredited investors for 90 days after the date of this offering in New Jersey by the underwriter and selected dealers.

TABLE OF CONTENTS

	PAGE
PROSPECTUS SUMMARY	1
RISK FACTORS	10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	14
USE OF PROCEEDS	15
CAPITALIZATION	16
MARKET FOR COMMON STOCK	20
DIVIDEND POLICY	20
SELECTED FINANCIAL DATA	21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
DESCRIPTION OF BUSINESS	36
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS	45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	49
EXECUTIVE COMPENSATION	52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	55
PLAN OF DISTRIBUTION	58
DESCRIPTION OF SECURITIES	60
MATERIAL UNITED STATES FEDERAL INCOME TAXES	66
LEGAL MATTERS	71
EXPERTS	72
ADDITIONAL INFORMATION	72
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information in this prospectus. No person is authorized in connection with any offering made hereby to give any information or to make any representation not contained or incorporated by reference in this prospectus and any information or representation not contained or incorporated by reference herein must not be relied upon as having been authorized by us or by any selling stockholder. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstance at any time imply that the information herein is correct as of any date subsequent to the date hereof. In this prospectus, reference to "Stratus," "the Company," "we," "us" and "our" refer to Stratus Services Group, Inc.

PROSPECTUS SUMMARY

Unless otherwise indicated, all information contained in this prospectus, including per share data and information relating to the number of shares authorized and outstanding, has been adjusted to reflect a proposed one-for-four reverse split of our common stock.

The Company

        We are a national business services company engaged in providing outsourced labor and operational resources on a long-term basis and short-term temporary staffing services. 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 offer different groups of staffing services comprised of Staffing Services, SMARTSolutions™ and Information Technology Services to a wide variety of businesses. Our Staffing Services provide 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. These temporary workers perform a variety of tasks, including, among others, light industrial and clerical work and call center support. Our SMARTSolutions™ 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. Our 50% owned joint venture, Stratus Technology Services, provides information technology staffing solutions to Fortune 1000, middle market and emerging companies. Stratus Technology Services offers expertise in a wide variety of technology practices and disciplines ranging from networking professionals to internet development specialists and application programmers. All service groups seek to act as a business partner 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 January 2003, we completed ten acquisitions of staffing businesses, representing thirty offices in seven states. As of July 1, 2004, we were providing services from twenty-seven locations in seven states. In March 2002, we sold our Engineering Division and in fiscal 2003 we sold the assets of eight of our offices located in Nevada, New Jersey, Florida and Colorado. 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.

Recent Developments

Potential Management Change

        In April 2004, we entered into a non-binding letter of intent with Michael O'Donnell which contemplates that we will hire Mr. O'Donnell as our Chief Executive Officer. Our hiring of Mr. O'Donnell is subject to the execution of a mutually satisfactory employment agreement with Mr. O'Donnell, the completion of a due diligence investigation satisfactory to Mr. O'Donnell and the approval of our Board of Directors. The letter of intent provides that we will grant options, or other equity in a form to be agreed upon, to Mr. O'Donnell with respect to approximately six percent (6%) of our outstanding equity on a fully diluted basis after giving effect to this offering.

        Mr. O'Donnell is the founder and Chief Executive Officer of ALS, LLC, which provides light industrial performance based staffing services. A son of our Chief Executive Officer, Joseph J. Raymond, Jr., holds a 50% interest in ALS, LLC, which acquired substantially all of the assets of our

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Miami Springs, Florida office in August 2003. ALS is the holding company for Advantage Services Group, LLC which has provides payrolling services to certain of our clients. In 2001, Mr. O'Donnell formed MOD Ventures, LLC, which provides specialized underwriting and capitalization services for new or high growth ventures, and which provided consulting services to us in February and March 2003. In addition, Mr. O'Donnell recently formed Summerlin Capital Partners, which engages in leasing/asset-based financial services consulting. Formerly, Mr.  O'Donnell was managing Director of the Global Technology Services division of GATX Capital. We can give no assurance that we will be able to finalize the proposed employment relationship with Mr. O'Donnell.

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The Offering

Securities Offered	12,500,000 units consisting of one share of our common stock and one three-year common stock purchase warrant. The common stock and the warrants included in our units will trade separately immediately after the initial closing of this offering.
Warrants	Our warrants included in the units will be exercisable commencing one year after the initial closing of this offering. The exercise price of each warrant is $.76 or 5% below the offering price of the units. You may exercise your warrants at any time during the period commencing one year after the initial closing of this offering and ending 30 months after the initial closing, unless we have redeemed them. We may redeem some or all of our outstanding warrants, at a redemption price of $.08 per warrant, beginning one year after the initial closing of this offering once the closing bid price of our common stock has been at least $1.33 for 20 consecutive trading days following the one year anniversary of the initial closing of this offering
Offering Price	$.80 per unit.
Shares to be Outstanding After this Offering	7,487,144 shares if the minimum number of units is sold and 18,737,144 shares if the maximum number of units is sold. These numbers exclude:
	•	up to 12,500,000 shares of common stock which may be issued upon the exercise of the warrants being offered pursuant to this prospectus;
	•	1,501,499 shares of common stock which may be issued upon the exercise of options and warrants to acquire our common stock that were outstanding as of the date of this prospectus;
	•	364,733 shares issuable upon the conversion of the shares of our Series A Preferred Stock outstanding as of the date of this prospectus;
	•	1,500,000 shares of common stock issuable upon the conversion of the shares of our Series F Preferred Stock outstanding as of the date of this prospectus;
	•	up to approximately 6,300,000 shares which may be issued pursuant to the exchange offer we are making to the holders of our Series E Preferred Stock;
	•	an indeterminate number of shares issuable upon the conversion of or as dividends on our Series E Preferred Stock, which number fluctuates based upon changes in the market price of our common stock;
	•	an indeterminate number of shares which may become issuable under certain circumstances upon conversion of the Series I Preferred Stock which we are offering to holders of our Series E Preferred Stock in connection with our exchange offer, or as a result of our extension of the redemption date of the Series I Preferred Stock;

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	•	at least 1,750,000 shares of common stock which we may be required to issue in connection with the redemption of our Series A Preferred Stock after the initial closing of this offering.
	•	Any securities which may become issuable in connection with the non-binding letter of intent that we have entered into with Michael O'Donnell which contemplates that we will issue options or other equity representing 6% of our outstanding common stock on a fully diluted basis after giving effect to this offering to Mr. O'Donnell if we hire him as our Chief Executive Officer.
Warrants to be Outstanding After this Offering	2,400,417 warrants, including 1,250,000 of the warrants offered by this prospectus if the minimum number of units is sold in this offering, and 13,650,417 warrants, including 12,500,000 of the warrants offered by this prospectus if the maximum number of units is sold in this offering. Each of such warrants entitles the holder to purchase one share of our common stock. This information excludes up to approximately 12,600,000 warrants issuable pursuant to an exchange offer we are making to the holders of our Series E Preferred Stock.
Use of Proceeds	The proceeds from this offering will be used to reduce trade payables, delinquent payroll taxes and a cash overdraft, repay certain debt, repurchase common stock in connection with the exercise of a put option, redeem all of the outstanding shares of our Series A Preferred Stock and for working capital, including possible acquisitions of complimentary businesses, and general corporate purposes.
Plan of Distribution	We are offering units on a "best efforts" minimum/maximum basis through our underwriter.
	Subscriptions for our units will be deposited into escrow with JPMorgan Chase Bank, until a minimum of $1,000,000 of subscriptions have been received.
	In the event that we do not receive a minimum of $1,000,000 of subscriptions by July 30, 2004, or August 30, 2004 if the offering period is extended by us and our underwriter, escrowed funds will be promptly returned to subscribers without interest or deduction. In the event that a minimum of $1,000,000 in subscriptions is received by JPMorgan Chase Bank by July 30, 2004, or August 30, 2004 if the offering period is extended by us and our underwriter, we will close on those funds and promptly issue the units in one or more closings.
OTC Bulletin Board Symbol	SERV.OB

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	We intend to arrange for the inclusion of the warrants offered hereby on the OTC Bulletin Board as soon as possible after the initial closing of this offering; however it is likely that quotations for the warrants will not be available on the OTC Bulletin Board until after the final closing of this offering.
Exchange Offer	At the same time as we are conducting this offering, we are asking the holders of our Series E Preferred Stock to exchange the shares of Series E Preferred Stock that they hold for, at their election, either 125 shares of our common stock and 250 warrants having terms identical to those described in this prospectus for each $100 of stated value and accrued dividends represented by the Series E Preferred Stock, or one share of our Series I Preferred Stock and 125 warrants for each $100 of stated value and accrued dividends represented by the Series E Preferred Stock. The completion of the exchange offer is contingent upon the sale of at least $1,000,000 units in this offering. As of July 1, 2004, there were 47,728 shares of Series E Preferred Stock outstanding, each with a stated value of $100 per share. As of the date of this prospectus, holders of approximately 21,712 shares of the Series E Preferred Stock had tendered their shares for shares of common and warrants, and holders of approximately 25,262 shares of Series E Preferred Stock had tendered their shares for shares of Series I Preferred Stock and warrants; however, since such time we have modified the proposed terms of the Series I Preferred Stock and revised the terms of the Exchange Offer. All of such holders have the right to revoke their tenders before the expiration date of the exchange offer. We can give no assurance that the tendering holders of Series E Preferred Stock will not revoke their participation in the exchange offer or change the election that they made in connection with the exchange offer.
	Holders of Series I Preferred Stock will be entitled to dividends at a rate of 12% per annum, subject to possible adjustment as described below. To the extent permitted by law, we will be required to redeem the Series I Preferred Stock at a price of $100 per share plus all accrued and unpaid dividends on the one year anniversary date of its issuance; provided, however, that we will have the right to extend the required redemption date for an additional one year, in which case we will be required to pay all dividends accrued through the first year of issuance in cash and issue to each holder of Series I Preferred Stock a number of shares of our common stock which then have a value equal to 10% of the stated value of the Series I Preferred Stock held. In addition, if we extend the redemption date, we will be required to pay dividends quarterly and pay an advisory fee to an advisor designated by the holders of the Series I Preferred Stock in an amount equal to ten percent (10%) of the aggregate stated value of the outstanding shares of Series I Preferred Stock, eight percent (8%) of which will be payable in cash and two percent (2%) of which will be paid in shares of our common stock, valued at the then current market value. If we do not redeem the Series I Preferred Stock by the original one year redemption date and fail to extend the original redemption date, or if we fail to redeem the Series I Preferred Stock by the extended redemption date, the dividend rate of the Series I Preferred Stock will increase to 24% per annum and, the Series I Preferred Stock will be convertible, at the option of the holder, into either common stock at a conversion price equal to 80% of the average closing bid price of the common stock during the five trading days preceding the conversion or common stock and warrants at a rate of 125 shares of common stock and 250 warrants for each $100 of stated value and accrued and unpaid dividends represented by the Series I Preferred Stock. We can give no assurance that we will be able to redeem the Series I Preferred Stock as required. We will have the right, at any time during the 12 month period following the closing of the exchange offer, to cause all of outstanding shares of the Series I Preferred Stock to be converted into, at the election of the holder, either common stock at a conversion price equal to 80% of the average closing bid price of the common stock during the five trading days preceding the conversion, or common stock and warrants at a rate of 125 shares of common stock and 250 warrants for each $100 of stated value and accrued and unpaid dividends represented by the Series I Preferred Stock. The discount associated with the conversion feature of the Series I Preferred Stock could result in changes to our earnings in future periods. Holders of Series I Preferred Stock will have no voting rights, except as provided by law and with respect to certain limited matters.

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Risk Factors
See "Risk Factors" and other information in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the units.

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Summary Financial Information

		Six Months Ended March 31,						Year Ended September 30,
		2004			2003			2003			2002			2001
					(restated)
Statement of Operations Data:
Revenues		$	47,399,789		$	33,667,458		$	76,592,209		$	45,859,801		$	29,274,041
Gross profit			6,305,407			5,192,964			11,405,778			8,235,085			7,151,723
Operating income (loss) from continuing operations			123,167			(1,201,333	)		(2,656,294	)		(3,319,981	)		(3,790,088	)
Other income (expenses)			(1,028,258	)		(899,550	)		(1,776,838	)		(3,765,652	)		(1,810,684	)
(Loss) from continuing operations before income taxes			(905,091	)		(2,100,883	)		(4,433,132	)		(7,085,633	)		(5,600,772	)
Income taxes (benefit)			—			—			—			—			340,000
(Loss) from continuing operations			(905,091	)		(2,100,883	)		(4,433,132	)		(7,085,633	)		(5,940,772	)
Discontinued operations—earnings (loss) from discontinued operations			—			(418,217	)		(1,322,967	)		(1,060,008	)		93,315
Gain (loss) on sale of discontinued operations			—			—			(21,020	)		1,759,056			—
Net (loss)			(905,091	)		(2,519,100	)		(5,777,119	)		(6,386,585	)		(5,847,457	)
Dividends and accretion on preferred stock			(1,248,757	)		(773,757	)		(1,629,874	)		(1,041,810	)		(63,000	)
Net (loss) attributable to common stockholders			(2,153,848	)		(3,292,857	)		(7,406,993	)		(7,428,395	)		(5,910,457	)
(Loss) Per Share on a diluted basis*
	(Loss) from continuing operations	$	(.10	)	$	(.18	)	$	(.34	)	$	(.77	)	$	(1.00	)
	(Loss) from discontinued operations		—			(.03	)		(.08	)		.07			.01
	Net (loss)	$	(.10	)	$	(.21	)		(.42	)	$	(.70	)	$	(.99	)
Weighted average shares outstanding*
	Basic		22,600,135			15,950,320			17,510,918			10,555,815			5,996,134
	Diluted		22,600,135			15,950,320			17,510,918			10,555,815			5,996,134

*

Not adjusted for proposed one-for-four reverse split of common stock.

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Selected Balance Sheet Data:

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The selected balance sheet data, as adjusted, gives effect to the sale of 1,250,000 units (assuming the minimum number of units is sold) and 12,500,000 units (assuming the maximum number of units is sold) and the anticipated application of the estimated net proceeds from the sale of the units, including the repayment of debt and reduction of trade payables.

	As of March 31, 2004
				As Adjusted
	Actual			Assuming Minimum			Assuming Maximum
Cash	$	594,714		$	594,714		$	901,714
Working capital (deficiency)		(8,729,972	)		(8,729,972	)		(1,149,972	)
Total debt and redeemable preferred stock		15,605,256			11,781,656			10,781,656
Total liabilities and redeemable preferred stock		29,937,901			26,114,301			18,591,301
Stockholders' equity (deficiency)		(5,762,786	)		(1,939,186	)		5,890,814

Pro Forma Selected Balance Sheet Data

        The pro forma selected balance sheet data, as adjusted, gives effect to the sale of 1,250,000 units (assuming the minimum number of units is sold) and 12,500,000 units (assuming the maximum number of units is sold) and the anticipated application of the estimated proceeds from the sale of the units, including the repayment of debt and reduction of trade payables, and illustrate the affect of our exchange offer under the following three scenarios:

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Scenario 1—Assuming all outstanding shares of Series E Preferred Stock are tendered and accepted, and that holders of 50% of the outstanding shares of Series E Preferred Stock elect to receive 125 shares of Common Stock and 250 common stock purchase warrants for each $100 of stated value and accrued dividends represented by the Series E Preferred Stock and holders of the other 50% of the outstanding shares of Series E Preferred Stock elect to receive one share of Series I Preferred Stock and 125 warrants for each $100 of stated value and accrued dividends represented by the Series E Preferred Stock.



•

Scenario 2—Assuming all outstanding shares of Series E Preferred Stock are tendered and accepted, and that each holder elects to receive 125 shares of common stock and 250 common stock purchase warrants for each $100 of stated value and accrued dividends represented by the Series E Preferred Stock.



•

Scenario 3—Assuming all outstanding shares of Series E Preferred Stock are tendered and accepted, and that each holder elects to receive one share of Series I Preferred Stock and

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125 warrants for each $100 of stated value and accrued dividends represented by the Series E Preferred Stock.

	Scenario 1 As of March 31, 2004
				As Adjusted
	Actual			Assuming Minimum			Assuming Maximum
Cash	$	594,714		$	594,714		$	901,714
Working capital (deficiency)		(8,729,972	)		(11,199,666	)		(3,619,666	)
Total debt and redeemable preferred stock		15,605,256			14,251,350			13,251,350
Total liabilities and redeemable preferred stock		29,937,901			28,583,995			21,060,995
Stockholders' equity (deficiency)		(5,762,786	)		(4,408,880	)		3,421,120

	Scenario 2 As of March 31, 2004
				As Adjusted
	Actual			Assuming Minimum			Assuming Maximum
Cash	$	594,714		$	594,714		$	901,714
Working capital (deficiency)		(8,729,972	)		(8,729,972	)		(1,149,972	)
Total debt and redeemable preferred stock		15,605,256			11,781,656			10,781,656
Total liabilities and redeemable preferred stock		29,937,901			26,114,301			18,591,301
Stockholders' equity (deficiency)		(5,762,786	)		(1,939,186	)		5,890,814

	Scenario 3 As of March 31, 2004
				As Adjusted
	Actual			Assuming Minimum			Assuming Maximum
Cash	$	594,714		$	594,714		$	901,714
Working capital (deficiency)		(8,729,972	)		(13,669,359	)		(6,089,359	)
Total debt and redeemable preferred stock		15,605,256			16,721,043			15,721,043
Total liabilities and redeemable preferred stock		29,937,901			31,053,688			23,530,688
Stockholders' equity (deficiency)		(5,762,786	)		(6,878,573	)		951,427

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RISK FACTORS

Prospective purchasers of the common stock should carefully consider the factors set forth below, as well as other information contained in this prospectus, in evaluating an investment in the common stock offered hereby.

There are significant doubts about our ability to continue in business.

        Our auditors have qualified their opinion on our financial statements for the year ended September 30, 2003 with a qualification which raises substantial doubt about our ability to continue as a going concern. Our ability to continue in business depends upon the continued cooperation of our creditors, our ability to generate sufficient cash flow to meet our continuing obligations on a timely basis and our ability to obtain additional financing. At March 31, 2004, we had limited liquid resources and owed $826,753 under promissory notes that were past due or due upon demand. In addition, approximately $4,900,000 of payroll taxes were delinquent. We are required to pay interest on the delinquent payroll taxes and may be subject to civil penalties as a result of our failure to make timely payments of these amounts. Current liabilities at March 31, 2004 were $24,077,117 and current assets were $15,347,145. The difference of $8,729,972 is a working capital deficit, which is primarily the result of losses incurred during the last two years. While we have plans to use the funds raised from this offering to reduce our indebtedness, we can give no assurance that we will raise sufficient capital to eliminate our working capital deficit or that our creditors will not seek to enforce their remedies against us, which could include the imposition of insolvency proceedings.

This offering is being conducted on a "best efforts" basis and we may continue to have liquidity problems if a sufficient number of units is not sold in the offering

        If you invest in the units and more than 1,250,000 units are sold, but less than all of the offered units are sold, you may have acquired an interest in a company with limited financial capability and the risk of losing your entire investment will be increased. Our underwriter is offering our units on a "best efforts" basis, and we can give no assurance that all of the 12,500,000 units offered by this prospectus will be sold. If we are unable to sell at least 1,250,000 units offered hereby, this offering will be cancelled and all monies collected from subscribers and held in escrow will be returned to such subscribers without interest or deduction. Furthermore, if at least 7,500,000 of the units offered by this prospectus are not sold, we may be unable to fund all the intended uses described in this prospectus from the net proceeds anticipated from this offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funds may not be available to us at a reasonable cost, and the working capital generated by us may not sufficient to fund any uses not financed by offering proceeds.

Short sales of our common stock could place downward pressure on the price of our common stock.

        Selling stockholders and others may engage in short sales of our common stock. Short sales could place downward pressure on the price of our common stock. In that case, we could be required to issue an increasingly greater number of shares of our common stock upon future conversions of our Series E Preferred Stock, sales of which could further depress the price of our common stock. The downward pressure on the price of our common stock resulting from conversions of the Series E Preferred Stock could encourage additional short sales by selling stockholders and others.

There is no limit on the number of shares which are issuable upon conversion of our Series E Preferred Stock and if the price of our common stock decreases, the number of shares issuable upon conversion will continue to increase.

        The number of shares issuable upon conversion of our Series E Preferred Stock depends upon the market price of our common stock. The conversion price of the Series E Preferred Stock is equal to

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75% of the average of the closing bid prices of the common stock for the five trading days preceding the conversion. As a result, the lower the price of our common stock at the time of conversion, the greater the number of shares the converting holder will receive and the more the interests of our existing stockholders will be diluted. For example, assuming that the market value of our common stock is $.80 per share after giving effect to our proposed one-for-four reverse stock split, the number of shares of common stock that we would be required to issue upon conversion of all of the shares of Series E Preferred Stock outstanding as of July 1, 2004, would increase from an aggregate of 8,352,679 shares, based upon a conversion price of $.60, to approximately:

•

11,136,904 shares (or 62.3% of our currently outstanding common shares) if the conversion price decreased by 25%;



•

16,705,356 shares (or 71.7% of our outstanding common shares) if the conversion price decreased by 50%; and



•

33,410,713 shares (or 83.5% of our outstanding common shares) if the conversion price decreased by 75%.

At the same time as we are conducting this offering, we are asking holders of our Series E Preferred Stock to exchange each share of Series E Preferred Stock for, at their election, either shares of our common stock and warrants to purchase our common stock which will have terms identical to the warrants that are included in the units offered by this prospectus or shares of our Series I Preferred Stock and similar warrants. No assurance can be given that any holders of Series E Preferred Stock will accept the exchange offer. If we issue shares of Series I Preferred Stock in the exchange offer, the Series I Preferred Stock, under certain circumstances could become convertible into common stock at a discount to the then current market price and dilute the interests of our then existing stockholders.

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.

        As of July 1, 2004, we had outstanding 1,458,933 shares of Series A Preferred Stock, 47,728 shares of Series E Preferred Stock and 6,000 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 10,217,412 shares of common stock based on an assumed conversion price of $.60 per share for the Series E Preferred Stock after giving effect to our proposed one-for-four reverse stock split. 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 stock and a decrease in the market price of our common stock. We will be required to repurchase all of the Series A Preferred Stock if we sell at least $1,000,000 of units in this offering. Also, we are conducting an exchange offer for our Series E Preferred Stock which could result in the issuance of up to approximately 6,300,000 shares of common stock and warrants to acquire up to approximately 12,600,000 shares of common stock which could dilute the percentage ownership of holders of common stock. In addition, holders of Series E Preferred Stock who elect to exchange shares of Series E Preferred Stock for shares of our Series I Preferred Stock will have the right to convert the Series I Preferred Stock into common stock and warrants if we fail to redeem the Series I Preferred Stock as required by the proposed terms of the Series I Preferred Stock. In addition, we have the right to cause the conversion of the Series I Preferred Stock during the one year period following its issuance. Further, we would be obligated to issue additional shares of common stock if we extend the redemption date of our Series I Preferred Stock. Issuances of common stock and warrants upon the conversion of the Series I Preferred Stock, and issuances of common stock as a result of the extension of the

11

redemption date of the Series I Preferred Stock, would subject holders of our common stock to additional dilution.

Increases in employee-related costs would have an adverse effect on our business and could affect the value of our securities.

        Our employee-related costs fluctuate and an increase in these costs could have a significant effect on our ability to achieve profitability. 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. 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.

We have experienced significant fluctuations in our operating results which could continue and have an adverse effect on the value of our securities.

        Fluctuations in our operating results could have a material adverse effect on the price of our common stock. 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.

If we are not able to attract and retain the services of qualified temporary personnel, our business will suffer, which could have an adverse affect on the value of our securities.

        Our success depends upon our ability to attract and retain qualified personnel who possess the skills and experience necessary to meet the staffing requirements of our customers. 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. 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 which reduces the supply of qualified personnel. Furthermore, we may face increased

12

competitive pricing pressures during such periods. While the future economic environment is uncertain, 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.

We may be subject to claims as a result of actions taken by our temporary staffing personnel that could have an adverse impact on the value of our securities.

        Actions taken by our temporary staffing employees could subject us to significant liability. 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.

Regulatory and legal uncertainties could harm our business and adversely affect the value of our securities.

        The implementation of unfavorable governmental regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies, could require us to incur significant compliance costs, cause the development of the affected markets to become impractical or otherwise adversely affect our financial performance. If we are determined to be a "Professional Employer Organization," we cannot assure you that we will be able to satisfy licensing requirements or other applicable regulations. Certain states have enacted laws which govern the activities of Professional Employer Organizations, which generally provide payroll administration, risk management and benefits administration to client companies. These laws vary from state to state and generally impose licensing or registration requirements for Professional Employer Organizations and provide for monitoring of the fiscal responsibility of these organizations. We believe that Stratus is not a Professional Employer Organization and not subject to the laws which govern such organizations; however, the definition of Professional Employer Organization varies from state to state and in some states the term is broadly defined. In addition, we can give no assurance that the states in which we operate will not adopt licensing or other regulations affecting companies which provide commercial and professional staffing services. See "Business—Regulation."

We are controlled by our Chairman, who is our principal stockholder, and our management who could have the ability to exert significant influence over matters that might not be favored by other shareholders.

        As of July 1, 2004, our Chairman of the Board, Joseph J. Raymond, owned or had the right to vote shares representing approximately 33.3% 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 38% of the outstanding voting power of our capital stock. As a result, Mr. Raymond and, if they should decide to act together, our directors and officers as a group, will be able to exercise significant influence over the outcome of any matters submitted to our stockholders for approval, including the election of directors and the authorization of other corporate actions requiring stockholder approval.

13

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.

        Some of the statements under the "Prospectus Summary", "Risk Factors", "Use of Proceeds", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Description of Business" and elsewhere in this prospectus constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels or activity, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus.

        In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "could", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of such terms or other comparable terminology.

        Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we, nor any other person assumes responsibility for the accuracy and completeness of such statements.

14

USE OF PROCEEDS

        Assuming that we sell all of the units that we are offering, we anticipate that we will receive net cash proceeds of approximately $8,330,000 after deduction of underwriting commissions, fees and offering expenses of $1,670,000. In the event that the minimum number of units is sold under this offering, we will receive net proceeds of approximately $500,000 after deduction of underwriting commissions, fees and offering expenses of approximately $500,000.

        The table below outlines our projected uses of the proceeds of this offering in the order of our priority of such uses, both in cash amounts and as a percentage of the funds that may be raised through this offering.

	Assuming Minimum Number of Units Sold		Assuming Maximum Number of Units Sold
Reduction of outstanding trade payables, payroll taxes and cash overdraft	$	—	$	5,700,000
Repayment of debt		—		1,000,000
Redemption of Series A Preferred Stock		500,000		500,000
Purchase of common stock pursuant to put options		—		823,000
Working capital		—		307,000
Total	$	500,000	$	8,330,000

        We may use a portion of the net proceeds designated for working capital to acquire additional businesses that we believe will complement our current or future business. However, we have no specific plans, agreements or commitments to do so and although we are in frequent discussion with potential acquisition targets, at this time there are no discussions that we believe can be considered likely to result in a transaction. The amounts that we actually expend for general corporate purposes will vary significantly depending on a number of factors, including future revenue growth, if any, and the amount of cash we generate from operations. In addition, the consent of our lender will be required to redeem the Series A Preferred Stock. If such consent is not obtained, we plan to use the funds which would otherwise be used to redeem the Series A Preferred Stock to reduce our outstanding trade payables, payroll taxes and cash overdraft. As a result, we will retain broad discretion in the allocation of a portion of the net proceeds of this offering. Pending these uses, we will invest the net proceeds in short-term, interest-bearing, investment grade securities.

        The debt that we will repay from the proceeds of this offering bears interest at various rates ranging from 12% to 26% and is past due or due on demand.

15

CAPITALIZATION

        The following table sets forth our capitalization as of March 31, 2004:

•

on an actual basis



•

on a pro forma as adjusted basis to give effect to the issuance of 1,250,000 units (the minimum that may be sold by us in this offering), and the anticipated application of the net proceeds from this offering



•

on a pro forma as adjusted basis to give effect to the issuance of 12,500,000 units (the maximum that may be sold by us in this offering), and the anticipated application of the net proceeds from this offering.

        You should read this information together with our financial statements and the notes to those statements appearing elsewhere in this prospectus.

					PRO FORMA As Adjusted
		Actual			Assuming Minimum			Assuming Maximum
Loans payable		$	927,670		$	927,670		$	—
Notes payable—acquisitions			2,456,078		$	2,456,078			2,383,748
Convertible debentures			40,000			40,000			40,000
Series A redeemable convertible Preferred Stock, $.01 par value, 1,458,933 issued and outstanding, (including unpaid dividends of $804,940)			4,073,600			—			—
Put options liability			823,000			823,000			—
Stockholders' equity:
	Series E non-voting redeemable convertible Preferred Stock, $.01 par value, 47,728 shares issued and outstanding (including unpaid dividends of $166,467)		4,939,387			4,939,387			4,939,387
	Series F redeemable convertible Preferred Stock, $.01 par value, 6,000 shares issued and outstanding, liquidation preference of $600,000 (including unpaid dividends of $51,000)		651,000			651,000			651,000
	Common Stock, $.01 par value*, 100,000,000 shares authorized, 24,948,576* shares issued and outstanding (actual), 9,237,144 shares issued and outstanding (pro forma, as adjusted, assuming minimum), 20,487,144 shares issued and outstanding (pro forma, as adjusted, assuming maximum)		249,486			369,486			819,486
	Additional paid-in capital		11,058,150			12,838,150			20,218,150
	Accumulated deficit		(22,660,809	)		(20,737,209	)		(20,737,209	)
Total stockholders' equity (deficiency)			(5,762,786	)		(1,939,186	)		5,890,814
Total capitalization		$	2,557,562		$	2,307,562		$	8,314,562

*

not adjusted for proposed one-for-four reverse stock split

16

        The tables identified as Scenario 1, 2 and 3 set forth our capitalization as of March 31, 2004 as indicated above and also illustrate the effect of the exchange offer as follows:

•

Scenario 1—Assuming all outstanding shares of Series E Preferred Stock are tendered and accepted, and that holders of 50% of the outstanding shares of Series E Preferred Stock elect to receive 125 shares of Common Stock and 250 common stock purchase warrants for each $100 of stated value and accrued dividends represented by the Series E Preferred Stock and holders of the other 50% of the outstanding shares of Series E Preferred Stock elect to receive one share of Series I Preferred Stock and 125 warrants for each $100 in liquidation preference and accrued dividends represented by the Series E Preferred Stock.



•

Scenario 2—Assuming all outstanding shares of Series E Preferred Stock are tendered and accepted, and that each holder elects to receive 125 shares of common stock and 250 common stock purchase warrants for each $100 in liquidation preference and accrued dividends represented by the Series E Preferred Stock.



•

Scenario 3—Assuming all outstanding shares of Series E Preferred Stock are tendered and accepted, and that each holder elects to receive one share of Series I Preferred Stock and 125 warrants for each $100 in liquidation preference and accrued dividends represented by the Series E Preferred Stock.

					Scenario 1 PRO FORMA As Adjusted
		Actual			Assuming Minimum			Assuming Maximum
Loans payable		$	927,670		$	927,670		$	—
Notes payable—acquisitions			2,456,078		$	2,456,078			2,383,748
Convertible debentures			40,000			40,000			40,000
Series A redeemable convertible Preferred Stock, $.01 par value, 1,458,933 issued and outstanding, (including unpaid dividends of $804,940)			4,073,600			—			—
Series I redeemable convertible preferred stock, $.01 par value, liquidation preference of $2,469,694			—			2,469,694			2,469,694
Put options liability			823,000			823,000			—
Stockholders' equity:
	Series E non-voting redeemable convertible Preferred Stock, $.01 par value, 47,728 shares issued and outstanding (including unpaid dividends of $166,467)		4,939,387			—			—
	Series F redeemable convertible Preferred Stock, $.01 par value, 6,000 shares issued and outstanding, liquidation preference of $600,000 (including unpaid dividends of $51,000)		651,000			651,000			651,000
	Common Stock, $.01 par value*, 100,000,000 shares authorized, 24,948,576* shares issued and outstanding (actual), 12,324,261 shares issued and outstanding (pro forma, as adjusted, assuming minimum), 23,574,261 shares issued and outstanding (pro forma, as adjusted, assuming maximum)		249,486			492,971			942,971
	Additional paid-in capital		11,058,150			15,184,358			22,564,358
	Accumulated deficit		(22,660,809	)		(20,737,209	)		(20,737,209	)
Total stockholders' equity (deficiency)			(5,762,786	)		(4,408,880	)		3,421,120
Total capitalization		$	2,557,562		$	2,307,562		$	8,314,562

*

not adjusted for proposed one-for-four reverse stock split

17

					Scenario 2 PRO FORMA As Adjusted
		Actual			Assuming Minimum			Assuming Maximum
Loans payable		$	927,670		$	927,670		$	—
Notes payable—acquisitions			2,456,078		$	2,456,078			2,383,748
Convertible debentures			40,000			40,000			40,000
Series A redeemable convertible Preferred Stock, $.01 par value, 1,458,933 issued and outstanding, (including unpaid dividends of $804,940)			4,073,600			—			—
Put options liability			823,000			823,000			—
Stockholders' equity:
	Series E non-voting redeemable convertible Preferred Stock, $.01 par value, 47,728 shares issued and outstanding (including unpaid dividends of $166,467)		4,939,387			—			—
	Series F redeemable convertible Preferred Stock, $.01 par value, 6,000 shares issued and outstanding, liquidation preference of $600,000 (including unpaid dividends of $51,000)		651,000			651,000			651,000
	Common Stock, $.01 par value*, 100,000,000 shares authorized, 24,948,576* shares issued and outstanding (actual), 15,411,378 shares issued and outstanding (pro forma, as adjusted, assuming minimum), 26,661,378 shares issued and outstanding (pro forma, as adjusted, assuming maximum)		249,486			616,455			1,066,455
	Additional paid-in capital		11,058,150			17,530,568			24,910,568
	Accumulated deficit		(22,660,809	)		(20,737,209	)		(20,737,209	)
Total stockholders' equity (deficiency)			(5,762,786	)		(1,939,186	)		5,890,814
Total capitalization		$	2,557,562		$	2,307,562		$	8,314,562

*

not adjusted for proposed one-for-four reverse stock split

18

					Scenario 3 PRO FORMA As Adjusted
		Actual			Assuming Minimum			Assuming Maximum
Loans payable		$	927,670		$	927,670		$	—
Notes payable—acquisitions			2,456,078		$	2,456,078			2,383,748
Convertible debentures			40,000			40,000			40,000
Series A redeemable convertible Preferred Stock, $.01 par value, 1,458,933 issued and outstanding, (including unpaid dividends of $804,940)			4,073,600			—			—
Series I redeemable convertible Preferred Stock, $.01 par value, liquidation preference of $4,939,387			—			4,939,387			4,939,387
Put options liability			823,000			823,000			—
Stockholders' equity:
	Series E non-voting redeemable convertible Preferred Stock, $.01 par value, 47,728 shares issued and outstanding (including unpaid dividends of $166,467)		4,939,387			—			—
	Series F redeemable convertible Preferred Stock, $.01 par value, 6,000 shares issued and outstanding, liquidation preference of $600,000 (including unpaid dividends of $51,000)		651,000			651,000			651,000
	Common Stock, $.01 par value*, 100,000,000 shares authorized, 24,948,576* shares issued and outstanding (actual), 9,237,144 shares issued and outstanding (pro forma, as adjusted, assuming minimum), 20,487,144 shares issued and outstanding (pro forma, as adjusted, assuming maximum)		249,486			369,486			819,486
	Additional paid-in capital		11,058,150			12,838,150			20,218,150
	Accumulated deficit		(22,660,809	)		(20,737,209	)		(20,737,209	)
Total stockholders' equity (deficiency)			(5,762,786	)		(6,878,573	)		951,427
Total capitalization		$	2,557,562		$	2,307,562		$	8,314,562

*

not adjusted for proposed one-for-four reverse stock split

19

MARKET FOR COMMON STOCK

        On April 11, 2000, our registration statement for our initial public offering of common stock became effective and our shares commenced trading on the Nasdaq SmallCap Market under the symbol "SERV" on April 26, 2000. On February 27, 2002, our common stock was delisted from the Nasdaq SmallCap Market and is currently trading on the OTC Bulletin Board under the symbol "SERV.OB". There were approximately 235 holders of record of common stock as of July 1, 2004. The table below sets forth, for the periods indicated, the high and low sales prices of our common stock as reported by the Nasdaq Stock Market and by the OTC Bulletin Board, as adjusted to give retroactive effect to the proposed one-for-four reverse split of our common stock.

	Sales Prices
Fiscal Year 2002
	High	Low
Quarter Ended December 31, 2001	4.76	2.04
Quarter Ended March 31, 2002	4.00	1.00
Quarter Ended June 30, 2002	3.00	0.52
Quarter Ended September 30, 2002	1.20	0.32

Fiscal Year 2003	High	Low
Quarter Ended December 31, 2002	2.20	0.48
Quarter Ended March 31, 2003	1.80	0.88
Quarter Ended June 30, 2003	2.20	0.80
Quarter Ended September 30, 2003	1.32	0.40

Fiscal Year 2004	High	Low
Quarter ended December 31, 2003	1.32	0.60
Quarter ended March 31, 2004	1.36	0.76
Quarter ended June 30, 2004	1.12	0.76

        On July 8, 2004, the closing price of our common stock as reported by the OTC Bulletin Board was $.76 per share, as adjusted to give retroactive effect to the proposed reverse stock split.

DIVIDEND POLICY

        We have never paid cash dividends on our common stock and we intend to retain earnings, if any, to finance future operations and expansion. In addition, our credit agreement restricts the payment of dividends and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future payment of dividends on our common stock will depend upon the financial condition, capital requirements and our earnings as well as other factors that the Board of Directors deems relevant.

20

SELECTED FINANCIAL DATA
(In thousands except per share data)

        The selected financial data that follows should be read in conjunction with our financial statements and the related notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere in this prospectus.

	Six Months Ended March 31,						Year Ended September 30,
	2004			2003			2003			2002			2001			2000			1999
	(unaudited)			(unaudited) (restated)
Income statement data:
Revenues	$	47,400		$	33,667		$	76,592		$	45,860		$	29,274		$	25,805		$	22,167
Gross profit		6,305			5,193			11,406			8,235			7,152			6,760			4,794
Operating income (loss) from continuing operations		123			(1,201	)		(2,656	)		(3,320	)		(3,790	)		(142	)		(988	)
Net (loss) from continuing operations attributable to common stockholders		(2,154	)		(2,875	)		(6,063	)		(8,127	)		(6,004	)		(727	)		(1,824	)
Per share data*:
Net (loss) from continuing operations attributable to common stockholders—basic	$	(.10	)	$	(.18	)	$	(.34	)	$	(.77	)	$	(1.00	)	$	(.15	)	$	(.48	)
Net (loss) from continuing operations attributable to common stockholders—diluted	$	(.10	)	$	(.18	)	$	(.34	)	$	(.77	)	$	(1.00	)	$	(.15	)	$	(.48	)

*

Not adjusted for proposed one-for-four reverse split of our common stock.

	As of March 31,						As of September 30,
	2004			2003			2003			2002			2001			2000		1999
	(unaudited)			(unaudited) (restated)
Balance sheet data:
Net working capital (deficiency)	$	(8,730	)	$	(6,199	)	$	(7,979	)	$	(3,287	)	$	(1,546	)	$	2,086	$	(3,777	)
Long-term obligations, including current portion		3,384			4,211			4,001			3,296			3,153			462		1,370
Convertible debt		40			40			40			40			1,125			—		—
Put option liability		823			823			823			823			869			—		2,138
Redeemable convertible preferred stock		4,074			3,550			3,810			3,293			2,792			—		—
Stockholders' equity (deficiency)		(5,763	)		800			(4,915	)		3,043			1,283			6,799		(3,012	)
Total assets		24,175			28,521			25,151			24,031			22,268			10,318		4,926

21

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

Introduction

        We provide a wide range of staffing services and productivity consulting services associated with such staffing services nationally through a network of offices located throughout the United States. Regardless of the type of temporary service offering we provide, we recognize revenues based on hours worked by assigned personnel. Generally, we bill our customers a pre-negotiated, fixed rate per hour for the hours worked by our temporary employees. Therefore we do not separate our various service offerings into separate offering segments. We do not routinely provide discrete financial information about any particular service offering. We also do not conduct any regular reviews of, nor make decisions about, allocating any particular resources to a particular service offering to assess its performance. As set forth below, certain of our service offerings target specific markets, but we do not necessarily conduct separate marketing campaigns for such services. We are responsible for workers' compensation, unemployment compensation insurance, Medicare and Social Security taxes and other general payroll related expenses for all of the temporary employees we place. These expenses are included in the cost of revenue. Because we pay our temporary employees only for the hours they actually work, wages for our temporary personnel are a variable cost that increases or decreases in proportion to revenues. Gross profit margin varies depending on the type of services offered. In some instances, temporary employees placed by us may decide to accept an offer of permanent employment from the customer and thereby "convert" the temporary position to a permanent position. Fees received from such conversions are included in our revenues. Selling, general and administrative expenses include payroll for management and administrative employees, office occupancy costs, sales and marketing expenses and other general and administrative costs.

Critical Accounting Policies and Estimates

        The following accounting policies are considered by us to be "critical" because of the judgments and uncertainties affecting the application of these policies and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions.

Revenue Recognition

        We recognize revenue as the services are performed by our workforce. Our customers are billed weekly. At balance sheet dates, there are accruals for unbilled receivables and related compensation costs.

        During fiscal 2003, we changed our method of reporting the revenues for payrolling services from gross billing to a net revenue basis. Unlike traditional staffing services, under a payrolling arrangement, our customer recruits and identifies individuals for us to hire to provide services to the customer. We become the statutory employer although the customer maintains substantially all control over those employees. Accordingly, Emerging Issues Task Force ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent" requires that we do not reflect the direct payroll costs paid to such employees in revenues and cost of revenue.

Allowance for Doubtful Accounts Receivable

        We provide customary credit terms to our customers and generally do not require collateral. We perform ongoing credit evaluations of the financial condition of our customers and maintain an allowance for doubtful accounts receivable based upon historical collection experience and expected collectibility of accounts. As of March 31, 2003, we had recorded an allowance for doubtful accounts of

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approximately $1,812,000. The actual bad debts may differ from estimates and the difference could be significant.

Goodwill and Intangible Assets

        Effective October 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and other Intangible Assets". The provisions of SFAS No. 142 require that intangible assets not subject to amortization and goodwill be tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the carrying value may not be recoverable. Amortization of goodwill and intangible assets with indefinite lives, including such assets recorded in past business combinations, ceased upon adoption. Thus no amortization for such goodwill was recognized in the accompanying statement of operations for the year ended September 30, 2003, compared to $289,177 and $332,636 for the years ended September 30, 2002 and 2001, respectively.

        In order to assess the fair value of our goodwill as of the adoption date, we engaged an independent valuation firm to assist in determining the fair value. The valuation process appraised our assets and liabilities using a combination of present value and multiple of earnings valuation techniques. Based upon the results of the valuations, it was determined that there was no impairment of goodwill.

Valuation Allowance Against Deferred Income Tax Assets

        Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We have recorded a valuation allowance of approximately $8.0 million to offset the entire balance of the deferred tax asset as of March 31, 2003. The valuation allowance was recorded as a result of the losses incurred by us and our belief that it is more likely than not that we will be unable to recover the net deferred tax assets.

Results of Operations
Discontinued Operations/Acquisition or Disposition of Assets

        In March 2002, we completed the sale of the assets of our Engineering Services Division (the "Division") to SEA Consulting Services Corporation (the "Purchaser"). Prior to the sale, the assets of the Division had been transferred to SEP, LLC ("SEP"), a limited liability company in which we held a 70% interest and Sahyoun Holdings LLC, a company wholly owned by Charles Sahyoun, the President of the Division, owned the remaining 30% interest.

        Under the terms of the Asset Purchase Agreement executed in connection with the transaction, we received an initial cash payment of $1,560,000, which represented 80% of the initial $2,200,000 installment of the purchase price payable to SEP after the satisfaction of certain liabilities and expenses of SEP. Sahyoun Holdings, LLC received the other 20% of the initial net installment of the purchase price, or $440,000. The Asset Purchase Agreement required the Purchaser to make certain additional payments to SEP based upon the operating results of the acquired business through December 31, 2007.

        Pursuant to an allocation and indemnity agreement entered into by us, Sahyoun Holdings, LLC and Mr. Sahyoun (the "Allocation and Indemnity Agreement"), we were entitled to $250,000 of a payment due in 2002 and $250,000 of a payment due in 2003. On April 15, 2002, by letter agreement between us, Sahyoun Holdings, LLC and Joseph J. Raymond, Sr., our Chairman and Chief Executive Officer, the parties agreed to a modification of the Allocation and Indemnity Agreement. Per that letter agreement, Sahyoun Holdings, LLC provided us with $200,000 cash in exchange for our

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short-term, 90-day demand note, due and payable by August 1, 2002 in the amount of $250,000. The $250,000 was paid by us from our share of the payment which was received by us in June 2002.

        Sahyoun Holdings LLC and Mr. Sahyoun guaranteed the $250,000 payment due to us in 2003, regardless of the operating results of SEA. In December 2002, Mr. Sahyoun and we agreed to offset the $250,000 against $250,000 of accrued commissions due Mr. Sahyoun. As a result, we will not be entitled to any additional payments under the Asset Purchase Agreement.

        Effective January 1, 2002, we purchased substantially all of the tangible and intangible assets, excluding accounts receivable, of seven offices of Provisional Employment Services ("PES"). The initial purchase price was $1,480,000, represented by a $1,100,000 promissory note and 400,000 shares of our common stock. There was an additional $334,355 of costs incurred in connection with the acquisitions. In addition, PES is entitled to earnout payments of 15% of pretax profit of the acquired business up to a total of $1.25 million or the expiration of ten years, whichever occurs first. The note bears interest at 6% a year and is payable over a ten-year period in equal quarterly payments. See Note 3 to the Financial Statements included with this Report.

        Effective December 1, 2002, we purchased substantially all of the tangible and intangible assets, excluding accounts receivable, of six offices of Elite Personnel Services, Inc. Pursuant to a Asset Purchase Agreement dated November 19, 2002 between us and Elite (the "Elite Purchase Agreement"), the purchase price paid at closing (the "Base Purchase Price") was $1,264,000, all of which was represented by a promissory note (the "Note") payable over eight years, in equal monthly installments. Imputed interest at the rate of 4% per year is included in the Note amount. Accordingly, the net Base Purchase Price was $1,083,813.

        In addition to the Base Purchase Price, Elite may also receive as deferred purchase price an amount equal to 10% of "Gross Profits" as defined in the Elite Purchase Agreement, of the acquired business between $2,500,000 and $3,200,000 per year, plus 15% of Gross Profits of the acquired business in excess of $3,200,000 per year, for a minimum of one year from the effective date of the transaction, and for a period of two years from the effective date if Gross Profits for the first year reach specified levels.

        On September 29, 2003, we completed the sale of substantially all of the tangible and intangible assets, excluding accounts receivable, of our Las Vegas, Nevada office. Pursuant to the terms of an Asset Purchase Agreement between us and US Temp Services, Inc. ("US Temps") dated September 29, 2003, the purchase price for the purchased assets was $105,000, all of which was paid by means of a promissory note, which bears interest at the rate of 6% per year and is payable in monthly installments of $2,029.94, over a 5 year period. The note is secured by a security interest on all of the purchased assets.

        On September 10, 2003, we completed the sale, effective as of September 15, 2003 (the "Effective Date"), of substantially all of the tangible and intangible assets, excluding accounts receivable, of five of our New Jersey offices to D/O Staffing LLC ("D/O"). The offices sold are the following: Elizabeth; New Brunswick; Paterson; Perth Amboy and Trenton. Pursuant to the terms of an asset purchase agreement between D/O and us dated September 10, 2003 (the "D/O Purchase Agreement"), the base purchase price for the purchased assets was $1,250,000 payable as follows:

          (i)  $1,150,000 payable in certified funds at the closing; and

         (ii)  $100,000 payable in certified funds into escrow at the closing to be held in escrow by attorneys for the Buyer pursuant to the terms of an escrow agreement, to account for certain post-closing adjustments.

        Additionally, we may be entitled to receive as a deferred purchase price (the "Bonus"), an amount equal to $125,000 if, for the one year period measured from the Effective Date, the purchased assets

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generate for D/O at least $18,000,000 in actual billings by client accounts serviced by us as of the closing and transferred by us to D/O pursuant to the D/O Purchase Agreement. The Bonus, if any, is payable by way of a promissory note, payable over a 24 month period and bearing interest at 6% per year.

        On August 22, 2003, we completed the sale, effective as of August 18, 2003 (the "ALS Effective Date") of substantially all of the tangible and intangible assets, excluding accounts receivable, of our Miami Springs, Florida office. Pursuant to the terms of the Asset Purchase Agreement between us and ALS, LLC, a Florida limited liability company ("ALS") dated August 22, 2003 (the "Purchase Agreement"), the purchase price for the purchased assets was $128,000, all of which was paid by means of a promissory note, which bears interest at the rate of 7% per annum, with payments over a 60 month period. The amount of the monthly payments due under the note will be the greater of $10 per month or 20% of the monthly net profits generated by the staffing business originating from the purchased assets, commencing October 31, 2003. However, until such time as all outstanding receivables due and owing by us to ALS, as of the date of the Purchase Agreement in the amount of $289,635, have been paid in full, these monthly payments shall be deducted from any and all amounts due from us to ALS. The note is secured by a security interest in all of the purchased assets.

        The purchase price for the assets acquired by ALS was arrived at through negotiations with a related party purchaser. The son of our President and Chief Executive Officer is a 50% member in ALS, LLC.

        On March 9, 2003, we completed the sale of substantially all of the tangible and intangible assets, excluding accounts receivable, of our Colorado Springs, Colorado office. Pursuant to the terms of an asset purchase agreement between us and US Temps dated March 9, 2003, the purchase price for the purchased assets was $20,000, all which was paid by means of a promissory note, which bears interest at the rate of 6% per year and is payable in monthly installments of $608, over a three year period. The note is secured by a security interest on all of the purchased assets.

Continuing Operations

Six Months Ended March 31, 2004 Compared to Six Months Ended March 31, 2003

        Revenues.    Revenues increased 40.8% to $47,399,789 for the six months ended March 31, 2004 from $33,667,458 for the six months ended March 31, 2003. Approximately $5.0 million of the increase was attributable to the acquisition in December 2002. Excluding acquisitions, revenues increased 26.0%. This increase was the result of an increase in billable hours.

        Gross Profit.    Gross profit increased 21.4% to $6,305,407 for the six months ended March 31, 2004 from $5,192,964 for the six months ended March 31, 2003, primarily as a result of increased revenues. Gross profit as a percentage of revenues decreased to 13.3% for the six months ended March 31, 2004 from 15.4% for the six months ended March 31, 2003. This decrease was a result of increases in the cost of workers' compensation insurance and state unemployment taxes.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased 2.1% to $6,182,240 for the six months ended March 31, 2004 from $6,054,297 for the six months ended March 31, 2003. Selling, general and administrative expenses as a percentage of revenues decreased to 13.0% for the six months ended March 31, 2004 from 18.0% for the six months ended March 31, 2003. The decrease is attributable to significant cost reductions implemented by us and the increase in revenues with no proportionate increase in selling, general and administrative expenses.

        Other Charges.    During the period May 1, 2001 through May 20, 2002, we maintained workers' compensation insurance with an insurance company, with a deductible of $150,000 per incident. We had established reserves based upon our evaluation of the status of claims still open in conjunction with

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claims reserve information provided to us by the insurance company. We believe that the insurance company has paid and reserved claims in excess of what should have been paid or reserved. Although we believe we can recover some of the amounts already paid, this can only be pursued through litigation against the insurance company. Since there is no assurance we will prevail, we recorded $340,000 of additional payments made and reserves in the six months ended March 31, 2003.

        Interest and Financing Costs.    Interest and financing costs increased 9.5% to $1,016,674 for the six months ended March 31, 2004 from $928,490 for the six months ended March 31, 2003. Prior to September 30, 2003, the current value of our Series A Preferred Stock had been included in stockholders' equity. In accordance with Statement of Financial Accounting Standards No. 150, 'Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity', the current value of our Series A Preferred Stock was reclassified as a liability. Accordingly, $263,848 of dividends and accretion relating to the Series A Preferred stock is included in interest and financing costs in the six months ended March 31, 2004. Excluding this amount, interest and financing costs decreased 18.9% from the six months ended March 31, 2003.

        Net Loss Attributable to Common Stockholders.    As a result of the foregoing, we had a net (loss) and net (loss) attributable to common stockholders of $(905,091) and $(2,153,848), respectively for the six months ended March 31, 2004, compared to a net (loss) and net (loss) attributable to common stockholders of $(2,519,000) and $(3,292,857) for the six months ended March 31, 2003, respectively.

Year Ended September 30, 2003 Compared to the Year Ended September 30, 2002

        Revenues.    Revenues increased 67.0% to $76,592,209 for the year ended September 30, 2003 from $45,859,801 for the year ended September 30, 2002. Approximately $28.6 million of the increase was attributable to the acquisitions in January and December, 2002. Excluding acquisitions revenues increased 4.6%. This increase was a result of an increase in billable hours.

        Gross Profit.    Gross profit increased 38.5% to $11,405,778 for the year ended September 30, 2003 from $8,235,085 for the year ended September 30, 2002, primarily as a result of increased revenues. Gross profit as a percentage of revenues decreased to 14.9% for the year ended September 30, 2003, from 18.0% for the year ended September 30, 2002. This decrease was a result of increased pricing competition for staffing services and increases in the cost of workers' compensation insurance and state unemployment taxes. In addition, we have been assessed the penalty rate by the New Jersey Department of Labor for state unemployment taxes because of payment delinquencies (see "Liquidity and Capital Resources"). The estimated additional expense in the year ended September 30, 2003 is $700,000.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses, not including depreciation and amortization and provision for doubtful accounts, increased 24.7% to $11,611,826 for the year ended September 30, 2003 from $9,314,927 for the year ended September 30, 2002. Selling, general and administrative expenses, not including depreciation and amortization and provision for doubtful accounts, as a percentage of revenues decreased to 15.2% for the year ended September 30, 2003 from 20.3% for the year ended September 30, 2002. The increase in the dollar amount is primarily a result of the acquisitions in January and December 2002, whereas the percentage of revenue decrease is attributable to significant cost reductions implemented by us and the increase in revenues with no proportionate increase in selling, general and administrative expenses.

        Loss on Impairment of Goodwill.    As a result of the steady decline in revenue and earnings of certain previously acquired business units, we determined that there was a permanent impairment of goodwill and accordingly, recorded an impairment loss of $300,000 in the year ended September 30, 2002.

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        Depreciation and Amortization.    Depreciation and amortization expenses not including amortization of goodwill of $169,849 in the year ended September 30, 2002, increased 54.8% to $922,246 for the year ended September 30, 2003 from $595,744 for the year ended September 30, 2002. Depreciation and amortization as a percentage of revenues decreased to 1.2% for the year ended September 30, 2003 from 1.3% for the year ended September 30, 2002. The increase in the dollar amount was due to capital expenditures and the amortization of intangibles associated with the acquisition in December 2002.

        Provision for Doubtful Accounts.    Provision for doubtful accounts decreased 25.0% to $775,000 for the year ended September 30, 2003 from $1,033,820 for the year ended September 30, 2002. Provision for doubtful accounts as a percentage of revenues decreased to 1.0% for the year ended September 30, 2003 from 2.3% for the year ended September 30, 2002. The greater amount in 2002 was due to a change in estimate in light of the downturn in the economy at that time and our evaluation of the recoverability of certain of our accounts.

        Other Charges.    During the period May 1, 2001 through May 20, 2002, we maintained workers' compensation insurance with an insurance company, with a deductible of $150,000 per incident. We had established reserves based upon our evaluation of the status of claims still open in conjunction with claims reserve information provided to us by the insurance company. We believe that the insurance company has paid and reserved claims in excess of what should have been paid or reserved. Although we believe we can recover some of the amounts already paid, this can only be pursued through litigation against the insurance company. Since there is no assurance we will prevail, we recorded $753,000 of additional payments made and reserves in the year ended September 30, 2003.

        Interest and Financing Costs.    Interest and financing costs increased to $1,887,900 for the year ended September 30, 2003 from $1,689,635 for the year ended September 30, 2002. Included in the amounts for the year September 30, 2002, is $104,535, which is the portion of the discount on the beneficial conversion feature of convertible debt and $291,755 of costs we incurred in connection with the issuance of the convertible debt. Interest and financing costs, not including these convertible debt costs, as a percentage of revenue decreased to 2.5% for the year ended September 30, 2003, from 2.8% for the year ended September 30, 2002. The increase in the dollar amount is attributable to the increase in borrowings under our line of credit because of increased revenues and additional loans required to provide funding for our operations.

        Net (Loss) Attributable to Common Stockholders.    As a result of the foregoing, we had a net loss and net loss attributable to common stockholders of $(4,433,132) and $(6,063,006), respectively, for the year ended September 30, 2003, compared to a net loss and net loss attributable to common stockholders of $(7,085,633) and $(8,127,443) for the year ended September 30, 2002.

Year Ended September 30, 2002 Compared to the Year Ended September 30, 2001

        Revenues.    Revenues increased 56.7% to $45,859,801 for the year ended September 30, 2002 from $29,274,041 for the year ended September 30, 2001. Approximately $15.4 million of the increase was attributable to acquisitions. Excluding acquisitions revenues increased 4.1%. This increase was a result of an increase in billable hours.

        Gross Profit.    Gross profit increased 15.1% to $8,235,085 for the year ended September 30, 2002 from $7,151,723 for the year ended September 30, 2001. Gross profit as a percentage of revenues decreased to 18.0% for the year ended September 30, 2002 from 24.4% for the year ended September 30, 2001. This decrease was a result of increased pricing competition of staffing services. We also saw a deterioration in margins as a result of the downturn in the economy.

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        Selling, General and Administrative Expenses.    Selling, general and administrative expenses, not including depreciation and amortization and provision for doubtful accounts, increased 4.6% to $9,314,927 for the year ended September 30, 2002 from $8,902,660 for the year ended September 30, 2001. Selling, general and administrative expenses, not including depreciation and amortization and provision for doubtful accounts, as a percentage of revenues decreased to 20.3% for the year ended September 30, 2002 from 30.4% for the year ended September 30, 2001. The decrease is attributable to significant cost reductions implemented by us, which were offset in part by additional costs associated with the expansion of our business.

        Loss on Impairment of Goodwill.    As a result of the steady decline in revenue and earnings of certain previously acquired business units, and in the case of one business unit, the loss of a major customer, we determined that there was a permanent impairment of goodwill and accordingly, recorded an impairment loss of $302,000 and $700,000 in the year ended September 30, 2002 and 2001, respectively.

        Depreciation and Amortization.    Depreciation and amortization expenses increased 78.5% to $765,593 for the year ended September 30, 2002 from $428,845 for the year ended September 30, 2001. Depreciation and amortization as a percentage of revenues increased to 1.7% for the year ended September 30, 2002 from 1.5% for the year ended September 30, 2001. The increase was primarily due to the amortization of goodwill and other intangibles associated with acquisitions and the impact of increased capital expenditures.

        Provision for Doubtful Accounts.    Provision for doubtful accounts increased 93.2% to $1,033,820 for the year ended September 30, 2002 from $535,000 for the year ended September 30, 2001. Provision for doubtful accounts as a percentage of revenues increased to 2.3% for the year ended September 30, 2002 from 1.8% for the year ended September 30, 2001. The increase was due to a change in estimate in light of the downturn in the economy and our evaluation of the recoverability of certain of our accounts.

        Finance Charges.    Finance charges for the year ended September 30, 2001 were the amounts charged under an agreement with a factor, which was terminated on December 12, 2000.

        Loss on Sale of Investment.    In the year ended September 30, 2002, we sold 63,025,000 shares, representing our entire 26.3% investment in a publicly-traded foreign company for net proceeds of $206,631 and realized a loss of $2,159,415.

        Interest and Financing Costs.    Interest and financing costs decreased to $1,689,635 for the year ended September 30, 2002 from $1,707,730 for the year ended September 30, 2001. Included in the amounts for the years ended September 30, 2002 and 2001, is $104,535 and $1,213,747, respectively, which is the portion of the discount on the beneficial conversion feature of convertible debt and $291,755 and $135,374, respectively, of costs we incurred in connection with the issuance of the convertible debt. Interest and financing costs, not including these convertible debt costs, as a percentage of revenue increased to 2.8% for the year ended September 30, 2002, from 1.2% for the year ended September 30, 2001. This increase was primarily the result of debt incurred by us in connection with acquisitions.

        Income Taxes.    Income tax expense for the year ended September 30, 2001, is the result of a change in judgment about the reliability of deferred tax assets.

        Net (Loss) Attributable to Common Stockholders.    As a result of the foregoing, we had a net loss and net loss attributable to common stockholders of ($7,085,633) and ($8,127,443), respectively, for the year ended September 30, 2002, compared to a net loss and net loss attributable to common stockholders of ($5,940,772) and ($6,003,772) for the year ended September 30, 2001.

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Liquidity and Capital Resources

        At March 31, 2004, we had limited liquid resources. Current liabilities were $24,077,177 and current assets were $15,347,145. The difference of $8,729,972 is a working capital deficit, which is primarily the result of losses incurred during the last two years. These conditions raise substantial doubts about our ability to continue as a going concern. The 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.

        We have 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 or selling branches that are not profitable, consolidating branches and reductions in staffing and other selling, general and administrative expenses. We continue to pursue other sources of equity or long-term debt financings, including the financing contemplated by this prospectus. We also continue to negotiate payment plans and other accommodations with our creditors.

        Net cash provided by (used in) operating activities was $2,296,441 and ($2,895,409) in the six months ended March 31, 2004 and 2003, respectively, and ($2,432,131) and ($3,679,332) in the years ended September 30, 2003 and 2002, respectively.

        Net cash provided by (used in) investing activities was ($11,982) and ($249,994) in the six months ended March 31, 2004 and 2003, respectively and $819,725 and $1,256,236 in the years ended September 30, 2003 and 2002, respectively. Cash used for acquisitions for the six months ended March 31, 2003 was $61,644. The sale of certain branches in the year ended September 30, 2003 generated net cash proceeds of $1,120,770, which was used to fund operating activities. The sale of our Engineering Division and sale of an investment in the year ended September 30, 2002 generated net cash proceeds of $1,709,079 and $206,631, respectively, which was used to fund operating activities. Cash used for acquisitions for the year ended September 30, 2003 and 2002, was $61,644 and $336,726, respectively. The balance in all periods was primarily for capital expenditures.

        Net cash provided by (used in) financing activities was ($1,743,498) and $3,217,560 in the six months ended March 31, 2004 and 2003, respectively and $1,503,313 and $2,413,920 in the years ended September 30, 2004 and 2003, respectively. We had net borrowings (repayments) of ($204,367) and $2,619,991 under our line of credit in the six months ended March 31, 2004 and 2003, respectively, and net borrowings of $573,158 and $432,536 under our line of credit in the years ended September 30, 2003 and 2002, respectively. Net short-term borrowings (repayments) were ($351,071) and $498,187 in the six months ended March 31, 2004 and 2003, respectively. Payment of notes payable-acquisitions was $308,548 and $352,489 in the six months ended March 31, 2004 and 2003, respectively. During the six months ended March 31, 2003, we received $186,400 in proceeds from the issuance of our Preferred Stock. We also received net proceeds, less redemptions, of $24,879 from the issuance of convertible debt in the year ended September 30, 2002. During the years ended September 30, 2003 and 2002, we received $1,442,650 and $2,154,214, respectively, in proceeds from the issuance of our Common Stock and Preferred Stock and we redeemed $455,000 of Series B Preferred Stock in the year ended September 30, 2002. Net borrowings during the year ended September 30, 2002 include $200,000 advanced to us by Source One Personnel, Inc. ("Source One"). This loan was represented by a promissory note bearing interest at a rate of 7% per year and was made in connection with a modification of Source One's agreement to forbear from exercising remedies under promissory notes we issued to it in connection with an acquisition transaction completed in July 2001 in the principal amounts of $600,000 and $1,800,000, respectively. The $200,000 note and the $600,000 note were repaid in full on July 31, 2002 from the proceeds we received from the issuance of the Series E Preferred

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Stock. The $1,800,000 note is payable quarterly over a four year period which commenced in November 2001.

        Our principal uses of cash are to fund temporary employee payroll expense and employer related payroll taxes; investment in capital equipment; start-up expenses of new offices; expansion of services offered; workers' compensation, general liability and other insurance coverages; debt service and costs relating to other transactions such as acquisitions. Temporary employees are paid weekly.

        At various times during the years ended September 30, 2002 and 2001, we issued convertible debentures through private placements. The debentures bore interest at 6% a year, payable quarterly and had a maturity date of five years from issuance. Each debenture was convertible after 120 days from issuance into the number of shares of our common stock determined by dividing the principal amount of the debenture by the lesser of (a) 120% of the closing bid price of the common stock on the trading day immediately preceding the issuance date or (b) 75% of the average closing bid price of the common stock for the five trading days immediately preceding the date of the conversion. We had the right to prepay any of the debentures at any time at a prepayment rate that varied from 115% to 125% of the amount of the debenture depending on when the prepayment was made.

        The discount arising from the 75% beneficial conversion feature was charged to interest expense during the period from the issuance of the debenture to the earliest time at which the debenture became convertible.

        As a result of conversions of the debentures and certain transactions with the debenture holders, only $40,000 of debentures remained outstanding at March 31, 2004 and 2003 and September 30, 2003 and 2002.

        We have a loan and security agreement (the "Loan Agreement") with Capital Temp Funds, Inc. which provides for a line of credit up to 85% of eligible accounts receivable, as defined, not to exceed $12,000,000. Until April 10, 2003, advances under the Loan Agreement bore interest at a rate of prime plus 1³/4% (See below). The Loan Agreement restricts our ability to incur other indebtedness, pay dividends and repurchase stock. Borrowings under the Loan Agreement are collateralized by substantially all of our assets. As of March 31, 2004, $8,107,908 was outstanding under the credit agreement.

        At March 31, 2004, we were in violation of the following covenants under the Loan Agreement:

          (i)  Failing to meet the tangible net worth requirement;

         (ii)  Our common stock being delisted from the Nasdaq SmallCap Market

        We have received a waiver from the lender on all of the above violations. Effective April 10, 2003, we entered into a modification of the Loan Agreement which provides that borrowings under the Loan Agreement bear interest at 3% above the prime rate.

        Holders of the 1,458,933 outstanding shares of our Series A Preferred Stock are entitled to dividends at a rate of $.21 per share per annum when and if declared by our Board of Directors in preference and priority to any payment of dividends on our common stock or any other series of our capital stock. Dividends on the Series A Preferred Stock may be paid in additional shares of Preferred Stock if the shares of common stock issuable upon the conversion of the Series A Preferred Stock have been registered for resale under the Securities Act of 1933. We are obligated to pay quarterly dividends to holders of our Series E Preferred Stock at a rate of 6% per annum of the stated value of the stock in preference and priority to any payment of dividends on our common stock. We are obligated to pay monthly dividends on our Series F Preferred Stock at a rate of 7% per annum of the stated value of the stock in preference and priority to any payment of dividends on our common stock. The aggregate stated values of the Series E and Series F Preferred Stock was $4,722,920 and $600,000, respectively, as of March 31, 2004. Dividends on the Series E and Series F Preferred Stock may be paid at the

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Company's option in shares of common stock (valued at the conversion price of the applicable class of preferred stock) if such shares have been registered for resale under the Securities Act of 1933.

        We are obligated to redeem any shares of Series A Preferred Stock outstanding on June 30, 2008 at a redemption price of $3.00 per share together with accrued and unpaid dividends. We have the option to pay the redemption price through the issuance of shares of common stock. For purposes of determining the number of shares we will be required to issue if we pay the redemption price in shares of common stock, the common stock will have a value equal to the average closing price of the common stock during the five trading days preceding the date of redemption.

        In July 2003, we entered into an agreement with Artisan (UK) plc, the parent company of Artisan.com Limited, pursuant to which we have agreed to redeem the aggregate 1,458,933 shares of our Series A Preferred Stock owned by Artisan.com Limited and Cater Barnard (USA) plc, an affiliate of Artisan. These shares represent all of the shares of Series A Preferred Stock currently outstanding. The agreement, as amended in March 2004, provides that our obligation to redeem the Series A Preferred Stock is contingent upon our sale of not less than $1,000,000 of units in this offering. If we sell at least $1,000,000 of Units in the offering, we will be obligated to pay $500,000 to Artisan within seven days after the initial closing. In addition, we will be obligated to pay Artisan an additional $250,000 by January 31, 2005 or, at our option, issue to Artisan shares of our common stock having an aggregate market value of $250,000, based upon the average closing bid prices of the common stock for the 30 trading days preceding January 31, 2005. If we fail to make the $250,000 payment in cash or stock, we will be required to pay Artisan $300,000 in cash, plus interest calculated on a daily basis at a rate of 18% from the date of the default to the date the default is cured. We have also agreed to issue to Artisan 1,750,000 shares of our common stock within seven days of the initial closing of this offering.

        Other fixed obligations that we had as of March 31, 2004 include:

•

$738,422 under a promissory note bearing interest at 7% per year which was issued in connection with our acquisition of Source One and which is payable in equal quarterly installments of $130,717 until its maturity date in August 2005.



•

$973,498 under a promissory note bearing interest at 6% per year which was issued in connection with our acquisition of certain assets of PES and which is payable in equal quarterly installments of $36,770 until its maturity date in December 2011.



•

$1,053,328, including $309,170 of imputed interest, under a promissory note which was issued in connection with our acquisition of Elite and which is payable in equal monthly installments of $13,167 until its maturity in November 2010.



•

$80,000 under a promissory note that was due in April 2002 which bears interest at 18% per year.



•

$21,963 under a promissory note which bears interest at 15% per year and which requires us to make payments of principal and interest of $8,000 per month until its maturity date in October 2004.



•

$16,960 under a promissory note which bears interest at 8% per year and which requires us to make monthly payments of principal and interest of $7,500 until it is paid in full.



•

$7,337 under a promissory note which bears interest at 8% per year and is due on July 1, 2004.



•

$41,000 under a demand note bearing interest at 10% per annum issued to a corporation wholly owned by the son of Joseph J. Raymond, our President and Chief Executive Officer.



•

$705,753 under demand loans which bear interest at various rates, including $100,000 owed to a son of Joseph J. Raymond, $100,000 owed to the brother of Joseph J. Raymond and $100,000

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and $116,337 owed to a member of the Board of Directors and a trust formed for the benefit of the family of a former member of the Board of Directors, respectively.

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$54,657 under promissory notes used to acquire and secured by motor vehicles which require aggregate monthly payments of principal and interest of $3,453 and which become due in full at various dates between July and August, 2005.

        All of our offices are leased through operating leases that are not included on the balance sheet. As of March 31, 2004, future minimum lease payments under lease agreements having initial terms in excess of one year were: 2005—$501,000, 2006—$243,000, 2007—$193,000 and 2008—$84,000.

        We may be required to make certain "earnout" payments to sellers of businesses that we have acquired in recent years, including Source One, PES and Elite. The amount of these payments, if any, will depend upon the results of the acquired businesses. There were no earnout payments made in fiscal 2003. There is $244,000 included in "Accounts payable and accrued expenses" on the balance sheet as of December 31, 2003 for estimated earnout payments that we recorded as part of the acquisition of Elite.

        Source One has the right to require us to repurchase 400,000 shares of our common stock at a price of $2.00 per share at any time after July 27, 2003 and before the later of July 27, 2005 and the full payment of the outstanding note that we issued to it in connection with the acquisition transaction completed with Source One in July 2001. Source One notified us that it was exercising this right on July 29, 2003. We are attempting to negotiate an arrangement which would permit us to pay this amount over an extended period of time or upon receipt of financing. No assurance can be given that Source One will agree to such an arrangement. In addition, the holder of the $80,000 note which was due in April 2002 has the right to require us to repurchase 20,000 shares of common stock at a price of $1.00 per share plus interest at a rate of 15% per year until the note is paid in full.

        We have agreed to pay a $150,000 fee and issue a warrant to acquire 1,025,000 shares of common stock at an exercise price of $.76 per share to a financial advisor upon completion of this offering.

        In January 2003, a $367,216 judgment was awarded against us to an insurance carrier. As of March 31, 2004, the judgment has not yet been paid in full; however, we have entered into an agreement with the plaintiff which permits us to satisfy the judgment by making payments of $25,000 per month through April 15, 2004 with a final payment of $30,000 due on May 15, 2004. The unpaid balance of $42,216 at March 31, 2004 is included in "Accounts payable and accrued expenses" on the balance sheet.

        During fiscal 2003, we were notified by both the New Jersey Department of Labor and the California Department of Industrial Relations that, if certain payroll delinquencies were not cured, judgment would be entered against us. As of December 31, 2003, there was still an aggregate of $4.9 million in delinquent payroll taxes outstanding which are included in payroll taxes payable on the balance sheet as of March 31, 2004. Judgment has not been entered against us in California. While judgment has been entered into against us in New Jersey, no actions have been taken to enforce same. We continue to work with these state agencies to pay down outstanding delinquencies.

        As of March 31, 2004, there were no off-balance sheet arrangements, unconsolidated subsidiaries, commitments or guarantees of other parties, except as disclosed in the notes to financial statements. Stockholders' equity (deficiency) at that date was $(5,762,786).

        We engaged in various transactions with related parties during the six months ended March 31, 2004 and fiscal 2003 including the following:

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During the six months ended March 31, 2004, we paid $16,200 to an entity owned by Jeffrey J. Raymond, the son of Joseph J. Raymond, our Chairman, President and Chief Executive Officer, for consulting services. We also paid $14,000 to an entity owned by Joseph J. Raymond, Jr., who is also the son of Joseph J. Raymond, for consulting services during the six months ended

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March 31, 2004. We paid $53,000 to Jeffrey J. Raymond and $86,000 to an entity owned by Joseph J. Raymond, Jr., in fiscal 2003 for consulting services. These amounts were included in selling, general and administrative expenses. The services provided included the identification of acquisition candidates, acquisition advisory services, due diligence, post-acquisition transition services, customer relations, accounts receivable collection and strategic planning advice.

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During the fiscal year ended September 30, 2003, we borrowed $215,000 from Joseph J. Raymond, our Chairman and Chief Executive Officer, to support our operations. We repaid $175,000 of this amount plus $75,000 that was due Mr. Raymond at September 30, 2002 during the year ended September 30, 2003.



•

During the fiscal year ended September 30, 2003, a son, the brother and the brother-in-law of Joseph J. Raymond, our Chairman and Chief Executive Officer each loaned $100,000 to us. The loans are unsecured and due on demand.



•

We borrowed $116,337 from the Kingston Family Revocable Trust under a promissory note that was issued in May 2003 and due upon demand and which bears interest, only in the event of default, at a rate equal to the lesser of 18% per annum or the maximum interest rate permitted by law. The Kingston Family Revocable Trust is a trust formed for the benefit of the family of H. Robert Kingston, one of our former directors.



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In August 2003, we sold substantially all of the assets of our Miami Springs, Florida office to ALS, LLC, a limited liability company in which Joseph J. Raymond, Jr. holds a 50% interest. Terms of the transaction are described above under the caption "Discontinued Operations/Acquisition or Disposition of Assets." ALS, LLC is the holding company for Advantage Services Group, LLC ("Advantage"). Michael O'Donnell, a principal of MOD is also a principal of Advantage. In addition, Joseph J. Raymond, Jr. holds a 50% interest in Advantage.



•

During fiscal 2003, Advantage provided payrolling services to certain of our customers under an arrangement pursuant to which we paid Advantage a fee equal to the cost of providing such services plus a specified percentage above Advantage's cost. The total amount paid to Advantage under this arrangement in fiscal 2003 was $1,224,131. In November 2003, we agreed to pay Advantage $5,000 per week until we have paid Advantage $225,000 owed to it in connection with this arrangement. As of March 31, 2004, $75,000 had been paid under this agreement. Our obligation to pay this amount is secured by a warrant to purchase 2,000,000 shares of our common stock. The warrant, which is exercisable only if we default on our payment obligations to Advantage, has an exercise price equal to the lower of $.15 per share or 75% of the then current market price of the common stock.

In November 2003, we entered into agreements with Advantage whereby Advantage is to provide payrolling services with respect to four of our accounts, at Advantage's cost plus a fee ranging between 2% to 3%. We have pledged our accounts with these customers as security for our obligations to Advantage under these agreements. In addition, if the aggregate payroll of employees provided under these agreements does not equal at least $8 million by November 30, 2004, we will be required to pay Advantage an amount equal to 8% of the shortfall. Costs incurred under the agreement and a previous agreement were $3,871,593 and $1,210,232 in the six months ended March 31, 2004 and 2003, respectively.

        We believe that all transactions with related parties have been on terms no less favorable to us than those that could have been obtained from unaffiliated third parties.

Seasonality

        Our business follows the seasonal trends of our customer's business. Historically, we have experienced lower revenues in the first calendar quarter with revenues accelerating during the second and third calendar quarters and then starting to slow again during the fourth calendar quarter.

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Impact of Inflation

        We believe that since our inception, inflation has not had a significant impact on our results of operations.

Impact of Recent Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board (the "FASB") issued SFAS No. 141, "Business Combinations". SFAS No. 141 establishes new standards for accounting and reporting requirements for business combinations and requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also requires that acquired intangible assets be recognized as assets apart from goodwill if they meet one of the two specified criteria. Additionally, the statement adds certain disclosure requirements to those required by APB 16, including disclosure of the primary reasons for the business combination and the allocation of the purchase price paid to the assets acquired and liabilities assumed by major balance sheet caption. This statement is required to be applied to all business combinations initiated after June 30, 2001 and to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001 or later. Use of the pooling-of-interests method is prohibited. The adoption of SFAS No. 141 did not have an impact on the Company's financial condition or results of operations.

        In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142, which must be applied to fiscal years beginning after December 15, 2001, modifies the accounting and reporting of goodwill and intangible assets. The pronouncement requires entities to discontinue the amortization of goodwill, reallocate all existing goodwill among its reporting segments based on criteria set by SFAS No. 142, and perform initial impairment test by applying a fair-value-based analysis on the goodwill in each reporting segment. Any impairment at the initial adoption date shall be recognized as the effect of a change in accounting principle. Subsequent to the initial adoption, goodwill shall be tested for impairment annually or more frequently if circumstances indicate a possible impairment.

        Under SFAS No. 142, entities are required to determine the useful life of other intangible assets and amortize the value over the useful life. If the useful life is determined to be indefinite, no amortization will be recorded. For intangible assets recognized prior to the adoption of SFAS No. 142, the useful life should be reassessed. Other intangible assets are required to be tested for impairment in a manner similar to goodwill. The Company adopted SFAS No. 142 and completed a transitional impairment test, as required by SFAS No. 142, and determined that there was no impairment of goodwill as of October 1, 2002.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS No. 144 retains the requirements of SFAS No. 121 to (a) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and the fair value of the asset. SFAS No. 144 removes goodwill from its scope. SFAS No. 144 is applicable to financial statements issued for fiscal years beginning after December 15, 2001, or for our fiscal year ending September 30, 2003. The adoption of SFAS No. 144 did not have any material adverse impact on the Company's financial position or results of our operations.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" which nullifies EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at the date of an entity's commitment to an exit plan. The

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provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material impact on the Company's financial position and results of operations.

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities", and a revised interpretation of FIN 46 (FIN 46-R) was issued in December 2003. FIN 46 requires that if an entity has a controlling financial interest in a variable interest entity, the assets, liabilities and results of activities of the variable interest entity should be included in the consolidated financial statements of the entity. The provisions of FIN 46 are effective immediately for all arrangements entered into after January 31, 2003. We do not have any variable interest entities created after January 31, 2003. For those arrangements entered into prior to January 31, 2003, the FIN 46-R provisions are required to be adopted at the beginning of the first interim or annual period ending after March 15, 2004. We adopted the provisions of FIN 46-R as of March 31, 2004, resulting in the consolidation of a joint venture previously accounted for under the equity method (See Note 2 to the Condensed Consolidated Financial Statements for the three and six month periods ended March 31, 2004 and 2003).

        In April 2003, the FASB Issued SFAS No. 149, "Amendment of SFAS 33 on Derivative Instruments and Hedging Activities". SFAS No. 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to SFAS No. 33 in its entirety, or as hybrid instruments with debt host contracts and embedded derivative features. In addition, SFAS 149 clarifies the definition of a derivative by providing guidance on the meaning of initial net investments related to derivatives. SFAS 149 is effective for contracts entered into or modified after June 30, 2003. The Company does not expect that the adoption of SFAS No. 149 will have an impact on its financial position, results of operations or cash flows.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity and requires that those instruments be classified as liabilities (or assets in certain circumstances) in statements of financial position. This statement affects the issuer's accounting for three types of freestanding financial instruments including (1) mandatorily redeemable shares that are required to be redeemed at a specified or determinable date or upon an event certain to occur, (2) put options and forward purchase contracts, which involves financial instruments embodying an obligation that the issuer must or could choose to settle by issuing a variable number of its shares or other equity instruments based solely on something other than the issuer's own equity shares and (3) certain obligations that can be settled with shares, the monetary value of which is (i) fixed, tied solely or predominantly to a variable such as a market index, or (ii) varies inversely with the value of the issuers' shares. For public companies, SFAS No. 150 became effective at the beginning of the first interim period beginning after June 15, 2003. As a result of SFAS No. 150, we have classified put options that were previously classified as "Temporary equity" and our Series A redeemable convertible preferred stock as liabilities at September 30, 2003.

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DESCRIPTION OF BUSINESS

Overview

        We are a national business services company engaged in providing outsourced labor and operational resources on a long-term basis and short-term temporary staffing services. 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 offer different groups of staffing services comprised of Staffing Services, SMARTSolutions™ and Information Technology Services. Our Staffing Services offering provides temporary workers to a wide variety of businesses for short-term needs, extended-term temporary employees, temporary-to-permanent placements, recruiting, permanent placements, payroll processing, on-site supervising and human resource consulting. These temporary workers perform a variety of tasks, including, among others, light industrial and clerical work and call center support. Our SMARTSolutions™ 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 ("STS") provides information technology ("IT") 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 our 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 July 2003, we completed ten acquisitions of staffing businesses, representing forty-two offices in ten states. Some of these offices have now been closed or consolidated. In addition, in March 2002, we sold our Engineering Division and in fiscal 2003 we sold the assets of eight of our offices located in Nevada, New Jersey, Florida and Colorado. As of July 1, 2004, we were providing services from twenty-seven locations in seven 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.

Financial Information About Industry Segments

        We disclose segment information in accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information." We operate as one business segment which provides different types of staffing services. In accordance with SFAS 131, in concluding that our operations comprise a single operating segment, we have taken into account that we do not compile discrete financial information, other than revenue information, by service offering. As a result, in assessing our performance and making decisions regarding resources to be allocated within our company, our Chief Executive Officer and other members of management review consolidated financial information as well as discrete financial information compiled for each of our branch offices.

Principal Services & Markets

        Our business operations are classified as one segment of different types of staffing services that consist of Staffing Services, SMARTSolutions™ and Information Technology Services service offerings, each service offering having a particular specialty niche within our broad array of targeted markets for all of our staffing services.

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Staffing Services includes both personnel placement and employer services such as payrolling, outsourcing, on-site management and administrative services. Payrolling typically involves the placement of individuals identified by a customer as short term seasonal or special use employees on our payroll for a designated period. The customer recruits and identifies potential workers and we hire the workers as our employees and supply them to the customer for a fixed period of time or to complete a specified task. Outsourcing represents a continuing trend among businesses to contract with third parties to provide a particular function or business department for an agreed price over a designated period. On-site services involve the placement of a Company employee at the customer's place of business to manage all of the customer's temporary staffing requirements. Administrative services include skills testing, drug testing and risk management services. Skills testing available to the Company's customers include cognitive, personality and psychological evaluation and drug testing that is confirmed through an independent, certified laboratory.

        Staffing Services can also be separated into assignment types of supplemental staffing, long-term staffing and project staffing. Supplemental staffing provides workers to meet variability in employee cycles, and assignments typically range from days to months. Long-term staffing provides employees for assignments that typically last three to six months but can sometimes last for years. Project staffing provides companies with workers for a time specific project and may include providing management, training and benefits.

        Staffing services are marketed through our on-site sales professionals throughout our nationwide network of offices. Generally, new customers are obtained through customer referrals, telemarketing, advertising and participating in numerous community and trade organizations.

        SMARTSolutions™.    SMARTSolutions™ is a customized staffing program provided through our staffing services offices designed to reduce labor and management costs and increase workforce efficiency. While we assist the client in attempting to reach certain targets and milestones, our billings do not depend on the success or failure of the client achieving or not achieving such milestones.

        While SMARTSolutions™ is designed to be most effective in manufacturing, distribution and telemarketing operations, it is marketed to all companies that have at least 50 people dedicated to specific work functions that involve repetitive tasks measurable through worker output and could benefit from proactive workforce management. Since SMARTSolutions™ is a more sophisticated offering of our traditional staffing services, we have developed a national marketing team dedicated strictly to marketing these programs. However, the team utilizes our Staffing Services branch staff to identify companies within their geographic regions that could potentially benefit from a SMARTSolutions™ program. Once identified, the team assumes full responsibility for the sales process. A significant portion of our SMARTSolutions™ clients have been obtained through this process or from "word of mouth" recommendations from current SMARTSolutions™ customers.

        Stratus Technology Services, LLC.    We provide IT services throughout our branch network through our affiliate, STS. STS was formed in November 2000 as a ⁵⁰/50 joint venture between us and Fusion Business Services, LLC, a New Jersey based technology project management firm, to consolidate and manage the company-wide technology services business into a single entity focused on establishing market share in the IT market. STS markets its services to client companies seeking staff for project staffing, system maintenance, upgrades, conversions, installations, relocations, etc. STS provides broad-based professionals in such disciplines as finance, pharmaceuticals, manufacturing and media, including such job specifications as Desktop Support Administrators, Server Engineers, Programmers, Mainframe IS Programmers, System Analysts, Software Engineers and Programmer Analysts. In addition, STS, through its roster of professionals, can initiate and manage turnkey IT projects and provide outsourced IT support on a twenty-four hour, seven day per week basis.

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Business Strategy

        Our objective is to become a leading provider of staffing services throughout the United States. Key elements of our business strategy include:

        FOCUS ON SALES WITHIN THE CLERICAL, LIGHT INDUSTRIAL AND LIGHT TECHNICAL SECTOR.    We focus on placing support personnel in markets for clerical, light industrial and light technical temporary staffing. We believe that these services are the foundation of the temporary staffing industry, will remain so for the foreseeable future and best leverage our assets and expertise. We also believe that employees performing these functions are, and will remain, an integral part of the labor market in local, regional and national economies around the world. We believe that we are well-positioned to capitalize on these business segments because of our ability to attract and retain qualified personnel and our knowledge of the staffing needs of customers.

        ENHANCE RECRUITING OF QUALIFIED PERSONNEL.    We believe that a key component of our success is our ability to recruit and maintain a pool of qualified personnel and regularly place them into desirable positions. We use comprehensive methods to assess, select and, when appropriate, train our temporary employees in order to maintain a pool of qualified personnel to satisfy ongoing customer demand. We offer our temporary employees comprehensive benefit, retention and recognition packages, including bonuses, vacation pay, holiday pay and opportunities to participate in our contributory 401(K) plan.

        EMPHASIZE BUSINESS CORRIDORS.    Our strategy is to capitalize on our presence along the I-95 business corridor from New York to Delaware, to grow our presence in the California, West Coast markets, and to build market share by targeting small to mid-sized customers, including divisions of Fortune 500 companies. We believe that in many cases, such markets are less competitive and less costly in which to operate than the more central areas of metropolitan markets, where a large number of staffing services companies frequently compete for business and occupancy costs are relatively high. In addition, we believe that business corridor markets are more likely to provide the opportunity to sell recurring business that is characterized by relatively higher gross margins. We focus on this type of business while also selectively servicing strategic national and regional contracts. While we have, in fiscal 2003, made our growth through acquisitions a secondary focus to our internal growth, we are continuously evaluating other potential acquisition opportunities.

        MAINTAIN ENTREPRENEURIAL AND DECENTRALIZED OFFICES WITH STRONG CORPORATE SUPPORT.    We seek to foster an entrepreneurial environment by operating each office as a separate profit center, by giving managers and staff considerable operational autonomy and financial incentives. We have designed programs to encourage a "team" approach in all aspects of sales and recruiting, to improve productivity and to maximize profits. We believe that this structure allows us to recruit and retain highly motivated managers who have demonstrated the ability to succeed in a competitive environment. This structure also allows managers and staff to focus on branch operations while relying on corporate headquarters for support in back-office operations, such as risk management programs and unemployment insurance, credit, collections, advice on legal and regulatory matters, quality standards and marketing.

        ENHANCE INFORMATION SYSTEMS.    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 operation needs. During fiscal 2001, we completed the implementation and rollout of the Keynote Staffing Business Software System. This AS/400 based system comes complete with a rich automated skill search capability, quality and performance measurement reporting capabilities and user friendly, proactive tools that we believe has improved the level of service our branch offices are capable of delivering.

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        In addition, we have fully upgraded both our hardware and software at our corporate headquarters to accommodate potential future growth. We have implemented a nationwide area network based upon a reliable, secure, inexpensive, and high performance Virtual Private Network, or VPN. Our VPN integrates all of our offices onto one large area network capable of a multiple of changes in a LIVE environment. Through our VPN all of our locations can share common data through various servers and a midrange system which runs our Keynote application. All VPN access includes, but is not limited to, all back office software systems, internet access and real time e-mail access.

        We believe that our investments in information technology will increase our management's ability to store, retrieve, process and manage information. As a result, we believe we will be able to improve service to our customers and employees by reducing errors and speeding the resolution of inquiries, while more efficiently allocating resources devoted to developing and maintaining the Company's information technology infrastructure.

        CONTROL COSTS THROUGH EMPHASIS ON RISK MANAGEMENT.    Workers' compensation and unemployment insurance premiums are significant expenses in the temporary staffing industry. Workers' compensation costs are particularly high in the light industrial sector. Furthermore, there can be significant volatility in these costs. We have a dedicated risk management department that has developed risk management programs and loss control strategies that we believe help to improve management's ability to control these employee-related costs through pre-employment safety training, safety assessment and precautions in the workplace, post-accident procedures and return to work programs. We believe that its emphasis on controlling employee-related costs enables branch office managers to price services more competitively and improve profitability.

Growth Strategy

        Our current strategy for growing our business and improving our financial performance focuses evenly on a combination of internal growth, sales of underperforming offices and strategic external and complementary acquisitions.

        INTERNAL GROWTH.    A significant element of our growth strategy has been, and continues to be, our focus on internal growth. Our internal growth strategy consists of the following:

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Increase Sales and Profitability at Existing Offices.  We believe that a substantial opportunity exists to increase sales of services and profitability in existing offices. We have incentive compensation plans to encourage branch office managers and staff to increase productivity and profits at the branch level while maintaining accountability for costs and collections of accounts receivable. In addition, we have maintained our corporate-level branch management function to establish and monitor branch office performance targets and develop programs to support branch operations.



•

Expand SMARTSolutions™ and Vendor-on-Premise Programs.  We have taken advantage of industry trends by continuing to promote our SMARTSolutions™ program and "vendor-on-premises" programs. As of March 31, 2004, we had seven SMARTSolutions™ sites and four vendor-on-premises programs. Under these programs, we assume administrative responsibility for coordinating all essential staffing services throughout a customer's location, including skills testing and training.



•

Pursue Expansion by Establishment of New Offices.  We seek to open new offices primarily in existing markets to benefit from common area management, cross-marketing opportunities and leveraging of administrative expenses. Our corporate and operating management jointly develop expansion plans for new offices based upon various criteria, including market demand, availability of qualified personnel, the regulatory environment in the relevant market and whether a new office would complement or broaden our current geographic network.

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        SALES OF UNDER-PERFORMING OFFICES.    In order to improve our financial performance and generate cash for operations, we sold the assets of seven of our offices which were not performing up to management's expectations in fiscal 2003. The offices sold were located in Elizabeth, New Jersey; New Brunswick, New Jersey; Paterson, New Jersey; Perth Amboy, New Jersey; Trenton, New Jersey; Miami Springs, Florida and Colorado Springs, Colorado. The terms of these sales are described in this prospectus under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations—Discontinued Operations/Acquisition or Disposition of Assets."

        PURSUIT OF COMPLEMENTARY AND STRATEGIC ACQUISITIONS.    We intend to focus on opportunities for growth through acquisitions in existing as well as new markets. While we have, in fiscal 2003, made our growth through acquisitions a secondary focus to our internal growth, are continuously evaluating other potential acquisition opportunities.

        In evaluating potential acquisition candidates, we focus on independent staffing companies with a history of profitable operations, a strong management team, a recognized presence in secondary markets and compatible corporate philosophies and culture. We have used, and may continue to use, a team approach by making select corporate officers and outside consultants responsible for identifying prospective acquisitions, performing due diligence, negotiating contracts and subsequently integrating the acquired companies. The integration of newly acquired companies generally involves standardizing each company's accounting and financial procedures with those of ours. Acquired companies typically are brought under our uniform risk management program and key personnel of acquired companies often become part of field management. Marketing, sales, field operations and personnel programs must be reviewed and, where appropriate, conformed to the practices of our existing operations.

        Between September 1997 and December 2002, we completed eleven acquisitions of primarily staffing companies or divisions of staffing companies. These acquisitions included forty-two offices located in ten states and collectively generated in excess of $100 million in revenue for the twelve months preceding such acquisitions. Pursuant to our acquisition strategy we made the following purchases:

•

In August 1998, we acquired the assets of J.P. Industrial, LLC, a $1 million (in annual revenues) Canby, Oregon based Engineering Services firm. We made this acquisition to expand our presence in the engineering services intensive power generation and paper/wood product industries in the Pacific Northwest.



•

In January 1999, we completed the acquisition of the assets of B & R Employment, Inc. ("B & R"), a $4 million (in annual revenues) Wilmington, Delaware based provider of traditional temporary staffing services. This acquisition gave us an immediate presence in the industrial and banking center of Delaware.



•

In April 1999, we acquired certain assets of Adapta Services Group, Inc., a single location, $2 million (in annual revenues) New Castle, Delaware based provider of traditional staffing services. This acquisition was an excellent complement to our acquisition of B&R Employment, Inc., gave us full coverage of all of the major Delaware metropolitan areas and provided us with additional quality customers.



•

In June 2000, we acquired the assets of the eight New Jersey and Pennsylvania branches of Tandem, a $25 million (in annual revenues) division of Outsource International, Inc. This acquisition greatly expanded our presence in our home state of New Jersey and continued our Mid-Atlantic regional expansion. To raise capital to sustain our operations, we sold the assets and business of five of these offices in August 2003.



•

In July 2000, we acquired certain assets of Apoxiforce, Inc., a $1 million (in annual revenues) Elizabeth, New Jersey based provider of traditional staffing services. This acquisition provided us

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with a strong presence in the commercial food service industry and an excellent customer list. These operations were incorporated into our existing Elizabeth, New Jersey office and the personnel assimilated throughout our New Jersey operations.

•

In October 2000, we acquired the assets of seven New Hampshire and Massachusetts branches of Tandem, a $9 million (in annual revenues) division of Outsource International, Inc. This acquisition further continued our East Coast expansion plan and provided us with a platform to further expand our New England presence.



•

In January 2001, we acquired certain assets of Cura Staffing Inc. and WorkGroup Professional Services, Inc. sister companies, producing $4.8 million in revenues from offices in Coral Gables and Miami Springs, Florida. This acquisition further expanded our South Florida presence and provided SMARTSolutions™ opportunities.



•

In August 2001, we acquired certain assets of the light industrial and clerical businesses of Source One Personnel, Inc., a $15 million (in annual revenues) Lawrenceville, New Jersey based, closely-held corporation. This acquisition significantly expanded our I-95 corridor coverage in New Jersey and provided inroads into the lucrative Philadelphia suburb market.



•

In January 2002, we acquired the assets of the seven Southern California branches of Provisional Employment Services, Inc. a $23 million (in annual revenues) Orange, California based provider of light industrial and clerical staffing services. This acquisition establishes a strong base in Southern California for regional expansion.



•

In March 2002, we acquired certain assets (the "Sale Assets") of Eden Health Employment Services ("Eden"), a temporary staffing firm located in Union City, New Jersey from Wells Fargo Credit, Inc. ("Wells Fargo"). Pursuant to the terms and conditions of the transaction, Wells Fargo transferred its rights, title and interest in the Sale Assets free and clear of any liens of Wells Fargo and any liens subordinated thereto. The purchase price for the Sale Assets is a royalty payable monthly thereafter through October 20, 2004. The royalty payable will be an amount based on a percentage derived from sales/placements attributable to Eden. Any invoices billed by Eden on or after March 4, 2002, shall be our property, from which we will deduct any royalties due.



•

In December 2002, we acquired the assets of six California and Nevada branches of Elite Personnel Services, Inc., a $30 million (in annual revenues), Downey, California based provider of light industrial and clerical staffing services. This acquisition expands the already-existing California region for continued West Coast expansion.

Due to these acquisitions, as well as new offices we opened, the number of our offices increased from five in five states after the Royalpar Industries, Inc. acquisition in August 1997 to 40 in nine states at December 31, 2002. As a result of the sale in fiscal 2003 of under-performing offices, these numbers were 27 offices in seven states as of July 1, 2004.

Competitive Business Conditions

        Staffing companies provide one or more of four basic services to clients: (i) flexible staffing; (ii) Professional Employer Organization ("PEO") services; (iii) placement and search; and (iv) outplacement. According to the American Staffing Association (formerly the National Association of Temporary and Staffing Services), 2002 staffing industry revenues were approximately $61.8 billion. Although staffing industry revenues declined in 2001 and 2002, temporary help sales, which constitute the largest share of staffing industry revenues, increased more than 300% from 1990 through 2000, according to the American Staffing Association. During the first quarter of 2003, revenues of U.S. staffing firms totaled $13.1 billion, an increase of five percent over the same period of 2002. According to the American Staffing Association, over 90% of businesses use staffing companies for temporary

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help. We believe that the U.S. staffing industry is highly fragmented and has been experiencing consolidation in recent years, particularly with respect to temporary staffing companies. We believe that the industry is consolidating in response to:

•

The increased demands of companies for a single supplier of a full range of staffing and human resource services;



•

Increased competition from larger, better capitalized competitors; and



•

Owner's desires for liquidity.

        Although some consolidation activity has already occurred, we believe that consolidation in the U.S. staffing industry will continue and that there will be numerous available acquisition candidates.

        Historically, the demand for temporary staffing employees has been driven by a need to temporarily replace regular employees. More recently, competitive pressures have forced businesses to focus on reducing costs, including converting fixed labor costs to variable and flexible costs. Increasingly, the use of temporary staffing employees has become widely accepted as a valuable tool for managing personnel costs and for meeting specialized or fluctuating employment requirements. Organizations also use temporary staffing to reduce administrative overhead by outsourcing operations that are not part of their core business operations, such as recruiting, training and benefits administration. By utilizing staffing services companies, businesses are able to avoid the management and administrative costs that would be incurred if full time employees were employed. An ancillary benefit, particularly for smaller business, is that the use of temporary personnel reduces certain employment costs and risks, such as, workers' compensation and medical and unemployment insurance, that a temporary personnel provider can spread over a much larger pool of employees.

        In the past decade, the staffing industry has seen an evolution of services move away from "temp help" or supplemental staffing to more permanent staffing relationships. The industry has developed specialization among various sectors and can be classified into four categories: integrated staffing service providers, professional services providers, information technology providers and commodity providers. Integrated staffing services provide a vendor-on-premise, acting as the general contractor managing the workforce and maintaining the payroll. Through this arrangement, providers are able to establish long-term relationships with their customers, reduce cyclicality of employees, and maintain relationships with customers that are less price-sensitive. The professional services provider supplies employees in the fields of engineering, finance, legal, accounting and other professions. In general, these services are less cyclical than the light industrial and clerical segments and carry higher margins. Information technology companies offer technical employees to maintain and implement all forms of information systems. The commodity segment of the staffing industry is the traditional temporary employer business in which an employee of the service is placed at the customer for a short period. It is characterized by intense competition and low margins. This sector is most exposed to economic cycles and price competition to win market share. Growth in this segment has been constrained over the past three years due to a competitive labor market for low-end workers.

        We compete with other companies in the recruitment of qualified personnel, the development of client relationships and the acquisition of other staffing and professional service companies. A large percentage of temporary staffing and consulting companies are local operators with fewer than five offices and have developed strong local customer relationships within local markets. These operators actively compete with us for business and, in most of these markets, no single company has a dominant share of the market. We also compete with larger, full-service and specialized competitors in national, regional and local markets. The principal national competitors include MPS Group, Manpower, Inc., Kelly Services, Inc., Olsten Corporation, Spherion Corporation and Norrell Corporation, all of which may have greater marketing, financial and other resources than Stratus. We believe that the primary competitive factors in obtaining and retaining clients are the number and location of offices, an

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understanding of clients' specific job requirements, the ability to provide temporary personnel in a timely manner, the monitoring of the quality of job performance and the price of services. The primary competitive factors in obtaining qualified candidates for temporary employment assignments are wages, responsiveness to work schedules and number of hours of work available. We believe our long-term client relationships and strong emphasis on providing service and value to our clients and temporary staffing employees makes us highly competitive.

Customers

        During the year ended September 30, 2003, we provided services to 1,900 customers in 21 states. Our five largest customers represented approximately 27% of our revenue from continuing operations but no one customer exceeded 10% and only one customer exceeded 8%.

Governmental Regulation

        Staffing services firms are generally subject to one or more of the following types of government regulation: (1) regulation of the employer/employee relationship between a firm and its temporary employees; and (2) registration, licensing, record keeping and reporting requirements. Staffing services firms are the legal employers of their temporary workers. Therefore, laws regulating the employer/employee relationship, such as tax withholding and reporting, social security or retirement, anti-discrimination and workers' compensation, govern these firms. State mandated workers' compensation and unemployment insurance premiums have increased in recent years and have directly increased our cost of services. In addition, the extent and type of health insurance benefits that employers are required to provide employees have been the subject of intense scrutiny and debate in recent years at both the national and state level. Proposals have been made to mandate that employers provide health insurance benefits to staffing employees, and some states could impose sales tax, or raise sales tax rates on staffing services. Further increases in such premiums or rates, or the introduction of new regulatory provisions, could substantially raise the costs associated with hiring and employing staffing employees.

        Certain states have enacted laws that govern the activities of "Professional Employer Organizations," which generally provide payroll administration, risk management and benefits administration to client companies. These laws vary from state to state and generally impose licensing or registration requirements for Professional Employer Organizations and provide for monitoring of the fiscal responsibility of these organizations. We believe that Stratus is not a Professional Employer Organization and not subject to the laws that govern such organizations; however, the definition of "Professional Employer Organization" varies from state to state and in some states the term is broadly defined. If we are determined to be a Professional Employer Organization, we can give no assurance that we will be able to satisfy licensing requirements or other applicable regulations. In addition, we can give no assurance that the states in which we operate will not adopt licensing or other regulations affecting companies that provide commercial and professional staffing services.

Trademarks

        We have not obtained federal registration of any of the trademarks we use in our business, including SMARTSolutions™, SMARTReport™, SMARTTraining™, our slogan, name or logo. Currently, we are asserting Common Law protection by holding the marks out to the public as the property of Stratus. However, no assurance can be given that this Common Law assertion will be effective to prevent others from using the mark concurrently or in other locations. In the event someone asserts ownership to a mark, we may incur legal costs to enforce any unauthorized use of the marks or defend ourselves against any claims.

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Employees

        As of March 31, 2004, we were employing 5,086 total employees. Of that amount, 178 were classified as staff employees and 4,909 were classified as field or "temp" employees, those employees placed at client facilities.

        A key factor contributing to future growth and profitability will be the ability to recruit and retain qualified personnel. To attract personnel, we employ recruiters, called "Staffing Specialists" who regularly visit schools, churches and professional associations and present career development programs to various organizations. In addition, applicants are obtained from referrals by existing staffing employees and from advertising on radio, television, in the Yellow Pages, newspapers and through the Internet. Each applicant for a Staffing Services position is interviewed with emphasis on past work experience, personal characteristics and individual skills. We maintain software-testing and training programs at our offices for applicants and employees who may be trained and tested at no cost to the applicant or customer. Management Personnel are targeted and recruited for specific engagements. We usually advertise for professionals who possess specialized education, training or work experience.

        To promote loyalty and improve retention among our employees and to differentiate ourselves from competing staffing firms, we offer a comprehensive benefits package after only ninety days of employment instead of the industry standard of one hundred eighty days. The benefits package includes paid time off, holiday and vacation time, medical coverage, dental, vision, prescription, mental health, life insurance, disability coverage and a 401(K) defined contribution plan. The average length of assignment for employees ranges from six months to five years depending on the client requirements.

Property

        We own no real property. We lease approximately 6,841 square feet in a professional office building in Manalapan, New Jersey as our corporate headquarters. That facility houses all of our centralized corporate functions, including the Executive management team, payroll processing, accounting, human resources and legal departments. Our lease expires on September 30, 2007. As of July 1, 2004, we leased 26 additional facilities, primarily flexible staffing offices, in seven states. With the addition of new space at Corporate Headquarters, we believe that our facilities are generally adequate for our needs and we do not anticipate any difficulty in replacing such facilities or locating additional facilities, if needed.

Legal Proceedings

        We are involved, from time to time, in routine litigation arising in the ordinary course of business. We do not believe that any currently pending litigation will have a material adverse effect on our financial position or results of operations.

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DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

The Board of Directors and Officers

        The name and age of each of our directors and executive officers and their respective positions with us are set forth below. Additional biographical information concerning each of the directors and the executive officers follows the table.

Name	Age	Position
Joseph J. Raymond	68	Chairman of the Board, President and Chief Executive Officer
Michael J. Rutkin	52	Director
Donald W. Feidt	71	Director
Sanford I. Feld	75	Director
Michael A. Maltzman	56	Chief Financial Officer & Treasurer
J. Todd Raymond	35	Corporate Secretary

Joseph J. Raymond has served as our Chairman of the Board and Chief Executive Officer since our inception in 1997. Prior thereto, he served as Chairman of the Board, President and Chief Executive Officer of Transworld Home Healthcare, Inc. (NASDAQ:TWHH), a provider of healthcare services and products, from 1992 to 1996. From 1987 through 1997, he served as Chairman of the Board and President of Transworld Nurses, Inc., a provider of nursing and paraprofessional services, which was acquired by Transworld Home Healthcare, Inc. in 1992.

Michael J. Rutkin has served as a Director of Stratus since November 1997 and was our Chief Operating Officer and President from March 1997 to October 1998. Since November 1998, Mr. Rutkin has served as General Manager/Chief Executive Officer of Battleground Country Club. From 1996 to 1998, Mr. Rutkin served as Vice President of Transworld Management Services, Inc. From February 1993 to October 1996, he served as Chief Operating Officer of HealthCare Imaging Services, Inc. Prior thereto, Mr. Rutkin was the Executive Vice President of Advanced Diagnostic Imaging from February 1987 to February 1993. From March 1981 to September 1984, he served as Director of New Business Development for the United States Pharmaceutical Division of CIBA-Geigy. Mr. Rutkin is the brother-in-law of Joseph J. Raymond.

Donald W. Feidt has served as a Director of Stratus since November 1997. From 1987 to December 1998, Mr. Feidt was a Managing Partner of Resource Management Associates, an information technology consulting company. Since December 1998, Mr. Feidt has served as a Vice President to the Chief Executive Officer of Skila Inc., a global web-based business intelligence platform company providing services to the medical industry.

Sanford I. Feld has served as a Director of Stratus since November 1997. Mr. Feld is currently president of Leafland Associates, Inc., an advisor to Feld Investment and Realty Management, a real estate development and management company. He also serves as Chairman of Flavor and Food Ingredients, a private savory and flavor company. From 1973 to 1979, he served as Director of the Chelsea National Bank of New York City.

Michael A. Maltzman has served as our Treasurer and Chief Financial Officer since September 1997 when we acquired the assets of Royalpar Industries, Inc. Mr. Maltzman served as a Chief Financial Officer of Royalpar Industries, Inc., from April 1994 to August 1997. From June 1988 to July 1993, he served as Vice President and Chief Financial Officer of Pomerantz Staffing Services, Inc., a national staffing company. Prior thereto, he was a Partner with Eisner & Lubin, a New York accounting firm. Mr. Maltzman is a Certified Public Accountant.

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J. Todd Raymond has served as our Secretary since September 1997 and previously served as our General Counsel from September 1997 until March 2002. He currently serves as Secretary, Controller and General Counsel of Telx Group, Inc., a telecommunications company. From December 1994 to January 1996, Mr. Raymond was an associate and managing attorney for Pascarella & Oxley, a New Jersey general practice law firm. Prior thereto, Mr. Raymond acted as in-house counsel for Raymond & Perri, an accounting firm. From September 1993 to September 1994, Mr. Raymond was an American Trade Policy Consultant for Sekhar-Tunku Imran Holdings Sdn Berhad, a Malaysian multi-national firm. He is the nephew of Joseph J. Raymond.

The Equity Incentive Plans

        General.    We have adopted a 1999 Equity Incentive Plan, a 2000 Equity Incentive Plan, a 2001 Equity Incentive Plan and a 2002 Equity Incentive Plan. Each of these plans is substantially similar. The Equity Incentive Plans are administered by the Compensation Committee, which is authorized to grant:

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Incentive stock options within the meaning of Section 422 of the Internal Revenue Code



•

Nonqualified stock options



•

Stock appreciation rights



•

Restricted stock grants



•

Deferred stock awards



•

Other stock based awards to employees of Stratus and its subsidiaries and other persons and entities who, in the opinion of the Compensation Committee, are in a position to make a significant contribution to the success of Stratus and its subsidiaries.

        The Compensation Committee determines:

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The recipients of awards



•

The times at which awards will be made



•

The size and type of awards, and



•

The terms, conditions, limitations and restrictions of awards

        Awards may be made singly, in combination or in tandem. We have reserved for issuance a total of 125,000 shares under the 1999 Equity Incentive Plan, 125,000 shares under the 2000 Equity Incentive Plan, 250,000 shares under the 2001 Equity Incentive Plan and 1,250,000 shares under the 2002 Equity Incentive Plan. The maximum number of shares of common stock which can be issued to our Chief Executive Officer under each Equity Incentive Plan pursuant to various awards shall not exceed 35% of the total number of shares of common stock reserved for issuance under the plan, and the maximum number of shares which can be issued to any other employee or participant under each Equity Incentive Plan may not exceed 20% of the total number of shares of common stock reserved for issuance. The 1999 Equity Incentive Plan will terminate on September 1, 2009, the 2000 Equity Incentive Plan will terminate on July 21, 2010, the 2001 Equity Incentive Plan will terminate on December 14, 2010 and the 2002 Equity Incentive Plan will terminate on December 31, 2012, in each case unless earlier terminated by the Board of Directors. Options to acquire 347,741 shares of our common stock have been issued under the 1999 Equity Incentive Plan. Options to acquire 400,000 shares of our common stock have been issued under the 2000 Equity Incentive Plan. Options to acquire 250,000 shares have been issued under the 2001 Equity Incentive Plan. Options to acquire 892,250 shares of our common stock have been issued under the 2002 Equity Incentive Plan.

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        Stock Options.    The Compensation Committee can grant either incentive stock options or nonqualified stock options. Only employees of Stratus and its subsidiaries may be granted incentive stock options. The exercise price of an incentive stock option shall not be less than the fair market value, or, in the case of an incentive stock option granted to a 10% or greater stockholder of Stratus, 100% of the fair market value of Stratus' common stock on the date of grant. For purposes of the exercise price of an option, "fair market value" shall mean the arithmetic average of the closing bid and asked prices of the common stock reported on the Nasdaq SmallCap Market on a particular date. The term of an option and the time or times at which such option is exercisable shall be set by the Compensation Committee; provided, however, that no option shall be exercisable more than ten (10) years (5 years for an incentive stock option granted to a 10% or greater stockholder of Stratus) from the date of grant, and with respect to an incentive stock option, the fair market value on the date of grant of the shares of common stock which are exercisable by a participant for the first time during any calendar year shall not exceed $100,000. Payment of the exercise price shall be made in any form permitted by the Compensation Committee, including cash and shares of Stratus' common stock.

        Stock Appreciation Rights.    The Compensation Committee may grant stock appreciation rights either alone or in combination with an underlying stock option. The term of an SAR and the time or times at which an SAR shall be exercisable shall be set by the Compensation Committee; provided, that an SAR granted in tandem with an option will be exercisable only at such times and to the extent that the related option is exercisable. SAR's entitle the grantees to receive an amount in cash or shares of common stock with a value equal to the excess of the fair market value of a share of common stock on the date of exercise over the fair market value of a share of common stock on the date the SAR was granted, which represents the same economic value that would have been derived from the exercise of an option. Payment may be made in cash, or shares of common stock or a combination of both at the discretion of the Compensation Committee. If an SAR, granted in combination with an underlying stock option is exercised, the right under the underlying option to purchase shares of common stock is terminated.

        Restricted Stock Grants.    The Compensation Committee may grant shares of common stock under a restricted stock grant which sets forth the applicable restrictions, conditions and forfeiture provisions which shall be determined by the Compensation Committee and which can include restrictions on transfer, continuous service with Stratus or any of its subsidiaries, achievement of business objectives, and individual, subsidiary and Company performance. Shares of common stock may be granted pursuant to a restricted stock grant for no consideration or for any consideration as determined by the Compensation Committee. A grantee is entitled to vote the shares of common stock and receive any dividends thereon prior to the termination of any applicable restrictions, conditions or forfeiture provisions.

        Deferred Stock Awards.    The Compensation Committee may grant shares of common stock under a deferred stock award, with the delivery of such shares of common stock to take place at such time or times and on such conditions as the Compensation Committee may specify. Shares of common stock may be granted pursuant to deferred stock awards for no consideration or for any consideration as determined by the Compensation Committee.

        Other Stock Based Awards.    The Compensation Committee may grant shares of common stock to employees of Stratus or its subsidiaries as bonus compensation, or if agreed to by an employee, in lieu of such employee's cash compensation.

        Other Information.    If there is a stock split, stock dividend or other relevant change affecting Stratus' common stock, appropriate adjustments will be made in the number of shares of common stock or in the type of securities to be issued pursuant to any award granted before such event. In the event of a merger, consolidation, combination or other similar transaction involving Stratus in which Stratus is not the surviving entity, either all outstanding stock options and SAR's shall become

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exercisable immediately and all restricted stock grants and deferred stock awards shall immediately become free of all restrictions and conditions, or the Compensation Committee may arrange to have the surviving entity grant replacement awards for all outstanding awards. Upon termination of service prior to age 65 for any reason other than death or disability, or upon involuntary termination after age 65, stock options and SAR's which are exercisable as of the date of such termination may be exercised within three (3) months of the date of termination, and any restricted stock grants and deferred stock which are still subject to any restriction shall be forfeited to the Company. Upon death or disability or voluntary termination of service after age 65, all stock options and SAR's become immediately exercisable and may be exercised for a period of six (6) months after the date of termination (three months in the case of voluntary termination after age 65), and all restricted stock grants and deferred stock awards shall become immediately free of all restrictions and conditions. The Compensation Committee has the discretionary authority to alter or establish the terms and conditions of an award in connection with termination of service. The Board of Directors may amend, suspend or terminate the Equity Incentive Plan.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        Jeffrey J. Raymond, the son of our Chairman and Chief Executive Officer, serves as a consultant to us pursuant to an agreement which requires him to supervise the collection of certain accounts receivable, to use his best efforts to maintain relationships with certain clients and to assist in due diligence investigations of acquisitions of other companies. Total consulting fees paid to Jeffrey Raymond were $53,000, $120,000 and $287,000 in fiscal 2003, 2002 and 2001, respectively.

        During fiscal years 2003, 2002 and 2001, we paid consulting fees of $141,000, $119,000 and $9,000, respectively, to RVR Consulting, Inc., a corporation of which Joseph J. Raymond, Jr., the son of Joseph J. Raymond, our Chairman, President and Chief Executive Officer, is an officer and 100% stockholder.

        In fiscal 2003, a son, brother and brother-in-law of Joseph J. Raymond, Sr., our Chairman, President and Chief Executive Officer, each loaned $100,000 to us. The loans are unsecured and due on demand. In fiscal 2003, we borrowed $116,337 from the Kingston Family Revocable Trust under a promissory note that was issued in May 2003 and due upon demand and which bears interest only in the event of default, at a rate equal to the lesser of 18% per year or the maximum interest rate permitted by law. The Kingston Family Revocable Trust is a trust formed for the benefit of the family of H. Robert Kingston, who served as one of our directors until his death in January 2004.

        During fiscal 2003, Advantage Services Group, LLC ("Advantage"), a company in which Joseph J. Raymond, Jr., the son of our President and Chief Executive Officer, holds a 50% interest, provided payrolling services to certain of our customers under an arrangement pursuant to which we paid Advantage a fee equal to the cost of providing such services plus a specified percentage above Advantage's cost. The total amount paid to Advantage under this arrangement in fiscal 2003 was $1,224,131. In November 2003, we agreed to pay Advantage $20,000 per month until we have paid Advantage $225,000 owed to it in connection with this arrangement. Our obligation to pay this amount is secured by a warrant to purchase 2,000,000 shares of our common stock. The warrant, which is exercisable only if we default on our payment obligations to Advantage, has an exercise price equal to the lower of $.15 per share or 75% of the then current market price of the common stock.

        In November 2003, we entered into payrolling agreements with Advantage with respect to four of our accounts that require that we pay Advantage a fee ranging between 2% to 3% above its cost. We have pledged our accounts with these customers as security for our obligations to Advantage under these agreements. In addition, if the aggregate payroll of employees provided under these agreements does not equal at least $8 million by November 30, 2004, we will be required to pay Advantage an amount equal to 8% of the shortfall.

        On August 22, 2003, we completed the sale, effective as of August 18, 2003 of substantially all of the tangible and intangible assets, excluding accounts receivable, of our Miami Springs, Florida office to ALC, LLC. Pursuant to the terms of the Asset Purchase Agreement between us and ALS, the purchase price for the purchased assets was $128,000, which was paid by a promissory note which bears interest at the rate of 7% per year, with payments over a 60 month period. The amount of the monthly payments due under the note will be the greater of $10 per month or 20% of the monthly net profits generated by the staffing business originating from the purchased assets, commencing October 31, 2003. However, until such time as all outstanding amounts due and owing by us to ALS, as of the date of the Purchase Agreement in the amount of $289,635, have been paid in full, these monthly payments shall be deducted from any and all amounts due from us to ALS. The note is secured by a security interest in all of the purchased assets.

        Joseph J. Raymond, Jr., the son of our President and Chief Executive Officer is a 50% member in ALS, LLC. ALS, LLC is the holding company for Advantage.

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        In July 2002, Pinnacle Investment Partners, L.P. ("Pinnacle") exchanged 140,300 shares of our Series B Preferred Stock for 7,433 shares of our Series E Preferred Stock. Because the Series E Preferred Stock was convertible into our common stock, Pinnacle may have been the beneficial holder of 5% or more of our common stock before the terms of the Series E Preferred Stock were amended to restrict conversions which would result in the holder of the Series E Preferred Stock from becoming the beneficial owner of 5% or more of our common stock. In September 2002, Pinnacle acquired 5,000 shares of our Series H Preferred Stock for an aggregate purchase price of $500,000. In February 2003, Pinnacle converted a $100,000 short-term note that we previously issued to it into 1,000 shares of Series E Preferred Stock. At the same time, Pinnacle purchased 6,000 shares of Series E Preferred Stock from us for an aggregate purchase price of $600,000. In July 2003, Pinnacle exchanged 5000 shares of Series H Preferred Stock for 5,087 shares of our Series E Preferred Stock.

        In November 2000, we formed the STS joint venture with Fusion Business Services, LLC. Jamie Raymond, son of Joseph J. Raymond, Chairman & Chief Executive Officer, is the managing member of STS and Fusion, which owns a 50% interest in Stratus Technology Services, LLC.

        Between September 21, 2001 and October 8, 2001, we sold a total of 95,750 shares of our common stock to Charles A. Sahyoun, the President of our Engineering Services Division and the cousin of Joseph J. Raymond, Sr., Jamie Raymond, the son of Joseph J. Raymond and three grandchildren of Joseph J. Raymond. The purchase price of the shares acquired by these individuals ranged from $3.72 to $5.72.

        During the year ended September 30, 2002, we sold 140,180 shares of our common stock in private placements to relatives of the Chief Executive Officer at prices approximating the then current market of $3.48 to $5.72 per share, for total gross proceeds of $566,833.

        In March 2002, Transworld Management Services, Inc. ("Transworld"), the holder of a $160,000 promissory note previously issued by us, exchanged the note for 32,000 shares of Series B Preferred Stock. Joseph J. Raymond, Sr., our Chairman, President and Chief Executive Officer, holds a 100% interest in Transworld. On July 19, 2002, Transworld entered into an Exchange Agreement with us, whereby it exchanged its 32,000 shares of Series B Preferred Stock, waiving all accrued dividends and penalties, in exchange for 1,600 shares of Series E Preferred Stock.

        In January 2002, we transferred the assets of our Engineering Services Division to SEP, LLC, a New Jersey limited liability company of which we were the sole owner. At the same time, we transferred a thirty percent (30%) interest in SEP, LLC to Charles Sahyoun, the President of our former Engineering Services Division. We transferred this thirty percent (30%) interest in SEP, LLC in consideration of (i) Mr. Sahyoun's agreement to cancel options to acquire 96,362 shares of our Common Stock having exercise prices ranging from $4.40 to $24.00 per share, (ii) in recognition of his contributions to the development of the business of the Engineering Services Division, (iii) in recognition of the significant role he played in arranging the negotiating the sale of the Engineering Services Division, (iv) in consideration of his agreement to guarantee a certain level of contingent payments from the purchaser and to indemnify us in the event we sustain losses attributable to breaches of certain representations and warranties contained in the Asset Purchase Agreement pursuant to which we sold the Engineering Services Division or our obligation to indemnify the purchaser for losses and damages arising out of certain events prior to the closing of the sale, (v) in consideration of his agreement to enter into a non-compete agreement with the purchaser and (vi) to accommodate the purchaser's requirement that Mr. Sahyoun have an interest in the contingent portion of the consideration payable by the purchaser for the assets sold.

        Pursuant to an Allocation and Indemnity Agreement entered into by us, Mr. Sahyoun and Sahyoun Holdings LLC (a company wholly-owned by Mr. Sahyoun and to which he transferred his interest in SEP, LLC), Sahyoun Holdings LLC received $440,000 of the $2,200,000 payment made by the purchaser at the closing of the sale of the Engineering Services Division and all but $250,000 of a

50

payment made in June 2002, that was based upon the purchaser's profit during the six months ended June 30, 2002. Sahyoun Holdings LLC, was entitled to all but $250,000 of a payment due from the purchaser in 2003, the total amount of which was equal to $1 million plus or minus the amount by which the purchaser's profit for the six (6) months ending December 31, 2002, was greater or less than $600,000. Sahyoun Holdings LLC, will be entitled to the entire amount of five (5) annual payments required to be made by the purchaser that will be based upon a multiple of the annual successive increases, if any, in the purchaser's profit during the five (5) year period beginning on January 1, 2003 and ending December 31, 2007.

        In April 2002, Sahyoun Holdings LLC advanced $200,000 in cash to us in exchange for our short-term ninety (90) day demand note in the amount of $250,000. We repaid the $250,000 note from our share of the payment made by the purchaser of the Engineering Services Division in June 2002. Sahyoun Holdings LLC and Mr. Sahyoun guaranteed the payment of $250,000 by the purchaser which was to be due to us in January 2003; however, in December 2002, we agreed with Mr. Sahyoun to offset the $250,000 due to us in January 2003 against $250,000 of accrued commissions owed to Mr. Sahyoun.

        On July 30, 2002, our Chairman, President and CEO, Joseph J. Raymond, Sr., invested $1,000,000 of his personal funds in us in exchange for 10,000 shares of our newly created Series F Preferred Stock, with a stated value of $100 per share. In January 2003, Mr. Raymond converted 1,000 shares of the Series F Preferred Stock into 250,000 shares of our common stock.

        At various times throughout our history, we have borrowed funds from Joseph J. Raymond, our Chairman, President and CEO. This variable indebtedness bore interest at the rate of 12% per annum. In June 1999, $50,000 plus accrued interest owed to Mr. Raymond was converted into 3,718 shares of common stock. As of September 30, 2003, we owed $75,000 to Mr. Raymond pursuant to a non-interest bearing promissory note which was due on demand. This amount, as well as an additional $50,000 loaned to us by Mr. Raymond, was repaid during the six months ended March 31, 2003.

        In fiscal 2002, Joseph J. Raymond, Jr., the son of our Chairman, President and Chief Executive Officer, loaned us $41,000. The loan is represented by a $41,000 promissory note bearing interest at 10% a year which is due upon demand.

        All prior and ongoing material transactions with related parties have been reviewed and/or ratified by a majority of our independent, disinterested directors. We anticipate that from time to time we will enter into additional transactions with related parties. However, all future material transactions with related parties will be entered into on terms that are no less favorable than those that can be obtained from unaffiliated third parties. At all times, our directors have access to our counsel to discuss issues related to us.

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EXECUTIVE COMPENSATION

        The following table provides certain summary information regarding compensation paid by us during the fiscal years ended September 30, 2003, 2002 and 2001 to our Chief Executive Officer and to our other executive officer who earned compensation of $100,000 or more in fiscal 2003 (together with the Chief Executive Officer, the "Named Executive Officers"):

				Long Term Compensation Awards
	Annual Compensation
				Number of Shares Underlying Stock Options (#)
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)
Joseph J. Raymond Chairman and Chief Executive Officer	2003 2002 2001	94,231 49,472 175,000	— — —	275,528 437,500 300,000
Michael A. Maltzman Treasurer and Chief Financial Officer	2003 2002 2001	165,000 165,000 165,000	— — —	96,362 75,000 50,000

Directors' Compensation

        Directors who are also our employees are not compensated for serving on the Board of Directors. Non-employee directors are paid a fee of $1,000 per Board of Directors or committee meeting attended in person and $500 for telephonic attendance.

Employment Agreements

        In September 1997, we entered into an employment agreement (the "Raymond Agreement") with Joseph J. Raymond, our Chairman, President and Chief Executive Officer, which had an initial term that expired in September 2000. The Raymond Agreement has been extended through September, 2007. Pursuant to the Raymond Agreement and subsequent amendments, Mr. Raymond is entitled to a minimum annual base salary of $175,000 which is reviewed periodically and subject to such increases as the Board of Directors, in its sole discretion, may determine. During the term of the Raymond Agreement, if Stratus is profitable, Mr. Raymond is entitled to a bonus/profit sharing award equal to .4% of Stratus' gross margin, but not in excess of 100% of his base salary. If Stratus is not profitable, he is entitled to a $10,000 bonus. Mr. Raymond is eligible for all benefits made available to senior executive employees, and is entitled to the use of an automobile. In fiscal 2003 and 2002, Mr. Raymond voluntarily did not take a substantial portion of his minimum annual base salary.

        In the event Stratus terminates Mr. Raymond without "Good Cause", Mr. Raymond will be entitled to severance compensation equal to 2.9 times his base salary then in effect plus any accrued and unpaid bonuses and unreimbursed expenses. As defined in the Raymond Agreement "Good Cause" shall exist only if Mr. Raymond:

•

willfully or repeatedly fails in any material respect to perform his obligations under the Raymond Agreement, subject to certain opportunities to cure such failure;



•

is convicted of a crime which constitutes a felony or misdemeanor or has entered a plea of guilty or no contest with respect to a felony or misdemeanor during his term of employment;



•

has committed any act which constitutes fraud or gross negligence;



•

is determined by the Board of Directors to be dependent upon alcohol or drugs; or

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•

breaches confidentiality or non-competition provisions of the Raymond Agreement.

        Mr. Raymond is also entitled to severance compensation in the event that he terminates the Raymond Agreement for "Good Reason" which includes:

•

the assignment to him of any duties inconsistent in any material respect with his position or any action which results in a significant diminution in his position, authority, duties or responsibilities;



•

a reduction in his base salary unless his base salary is, at the time of the reduction, in excess of $200,000 and the percentage reduction does not exceed the percentage reduction of gross sales of Stratus over the prior twelve month period;



•

we require Mr. Raymond to be based at any location other than within 50 miles of Stratus' current executive office location; and



•

a Change in Control of Stratus, which includes the acquisition by any person or persons acting as a group of beneficial ownership of more than 20% of our outstanding voting stock of Stratus, mergers or consolidations which result in the holders of our voting stock immediately before the transaction holding less than 80% of the voting stock of the surviving or resulting corporation, the sale of all or substantially all of our assets, and certain changes in our Board of Directors.

        In the event that the aggregate amount of compensation payable to Mr. Raymond would constitute an "excess parachute payment" under the Internal Revenue Code of 1986, as amended (the "Code"), then the amount payable to Mr. Raymond will be reduced so as not to constitute an "excess parachute payment." All severance payments are payable within 60 days after the termination of employment.

        Mr. Raymond has agreed that during the term of the Raymond Agreement and for a period of one year following the termination of his employment, he will not engage in or have any financial interest in any business enterprise in competition with us that operates anywhere within a radius of 25 miles of any offices maintained by us as of the date of the termination of employment.

        The Company has entered into an agreement with Mr. Maltzman which provides for a base salary of $165,000 per annum. Mr. Maltzman is entitled to profit sharing awards based upon our overall profitability. The agreement with Mr. Maltzman is terminable by either party at any time without cause. However, in the event that this agreement is terminated by us without cause or by Mr. Maltzman with good reason, Mr. Maltzman will be entitled to a severance payment equal to the greater of one month's salary for each year worked or three months salary. In addition, we will pay Mr. Maltzman any earned but unused vacation time and any accrued but unpaid profit sharing. We are also required to maintain insurance and benefits for Mr. Maltzman during the severance period.

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Option Grants

        Shown below is further information with respect to grants of stock options in fiscal 2003 by us to the Named Officers which are reflected in the Summary Compensation Table set forth under the caption "Executive Compensation."

	Individual Grants
			Percent of Total Options Granted to Employees in Fiscal Year					Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Number of Securities Underlying Options Granted (#)(1)
Name					Exercise or Base Price ($/Sh)		Expiration Date
								5%		10%
Joseph J. Raymond	275,528	(1)	61.6	%	$	.92	3/31/13	$	159,443	$	404,057
Michael A. Maltzman	96,362	(1)	21.6	%		.92	3/31/13		55,763		141,313

(1)

Exercisable immediately

Option Exercises and Fiscal Year-End Values

        Shown below is information with respect to options exercised by the Named Executive Officers during fiscal 2003 and the value of unexercised options to purchase our common stock held by the Named Executive Officers at September 30, 2003.

			Number of Securities Underlying Unexercised Options at FY-End (#)		Value of Unexercised In-the-Money Options at FY-End ($)
	Shares Acquired on Exercise (#)
Name		Value Realized ($)
			Exercisable	Unexercisable	Exercisable		Unexercisable
Joseph J. Raymond	—	—	982,308	256,250	$	88,169	$	0
Michael A. Maltzman	—	—	261,474	6,250		30,836		0

        No options were exercised by the Named Executive Officers during the fiscal year ended September 30, 2003.

(1)

Represents market value of shares covered by in-the-money options on September 30, 2003. The closing price of the common stock on such date was $1.24. Options are in-the-money if the market value of shares covered thereby is greater than the option exercise price.

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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information, as of July 1, 2004 with respect to (a) each person who is known by us to be the beneficial owner (as defined in Rule 13d-3 ("Rule 13d-3") of the Securities and Exchange Act of 1934) of more than five percent (5%) of our common stock, Series A Preferred Stock and Series F Preferred Stock and (b) the beneficial ownership of common stock, Series A Preferred Stock and Series F Preferred Stock by each of our directors and each of our current executive officers who earned in excess of $100,000 in fiscal 2003 and by all directors and executive officers as a group. Except as set forth in the footnotes to the table, the stockholders have sole voting and investment power over such shares.

	Common Stock				Series A Preferred Stock				Series F Preferred Stock
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		% of Class		Amount and Nature of Beneficial Ownership		% of Class		Amount and Nature of Beneficial Ownership		% of Class
Joseph J. Raymond	3,643,408	(1)	40.3	%	1,458,933	(2)	100.0	%	6,000	(3)	100.0	%
Artisan.com Limited	568,983	(4)	8.6	%	1,375,933	(5)	94.3	%	—		—
Cater Barnard (USA) plc	20,750	(6)		(7)	83,000	(8)	5.7	%	—		—
Michael A. Maltzman	183,029	(9)		(7)	—		—		—		—
Michael J. Rutkin	58,044	(10)		(7)	—		—		—		—
Sanford I. Feld	27,458	(11)		(7)	—		—		—		—
Donald W. Feidt	20,000	(12)		(7)	—		—		—		—
All Directors and Executive Officers as a Group (6 Persons) (1)(2)(3)(9)(10)(11) (12) and (13)	4,029,003		43.1	%	1,458,933		100.0	%	6,000		100.0	%

(1)

Includes 225,000 shares of common stock owned by Artisan.com Limited, 343,983 shares of common stock issuable upon the conversion, at the holder's option, of the Series A Preferred Stock owned by Artisan.com Limited and 20,750 shares of common stock issuable upon the conversion, at the holder's option, of the shares of Series A Preferred Stock owned by Cater Barnard (U.S.A.) plc. All of such shares are subject to proxies granted by Artisan.com and Cater Barnard U.S.A. which give Joseph J. Raymond the right to vote these shares until July 2004, provided that he remains Chairman of our Board of Directors; however, the proxy is expected to terminate if we sell $1,000,000 or more of units in this offering and redeem the Series A Preferred Stock pursuant to our agreement with Artisan.com Limited. Also includes (i) 1,500,000 shares of common stock issuable as of July 1, 2004, upon conversion of 6,000 shares of Series F Preferred Stock; (ii) 236,162 shares of common stock issuable as of July 1, 2004, upon conversion of 1,600 shares of Series E Preferred Stock owned by a corporation of which Mr. Raymond is the sole owner, assuming a conversion price of $.75; and (iii) 706,779 shares of common stock subject to options which are currently exercisable or may become exercisable within 60 days of July 1, 2004.

(2)

These shares are held by Artisan.com Limited (1,375,933 shares) and Cater Barnard (U.S.A.) plc (83,000 shares). Each of Artisan.com Limited and Cater Barnard (U.S.A.) plc has granted Mr. Raymond a proxy to vote these shares as described in Note 1 above.

(3)

These shares are owned directly by Mr. Raymond.

(4)

Includes 343,983 shares of common stock issuable upon conversion, at the holder's option, of Series A Preferred Stock. Artisan.com Limited has granted Joseph J. Raymond a proxy to vote these shares as described in Note 1 above.

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(5)

Artisan.com Limited has granted Joseph J. Raymond a proxy to vote these shares as described in Note 1 above.

(6)

Represents 20,750 shares of common stock issuable upon the conversion, at the holder's option, of Series A Preferred Stock. Cater Barnard (USA) plc has granted Joseph J. Raymond a proxy to vote these shares as described in Note 1 above.

(7)

Shares beneficially owned do not exceed 1% of our outstanding common stock.

(8)

Cater Barnard (USA) plc has granted Joseph J. Raymond a proxy to vote these shares as described in Note 1 above.

(9)

Includes 171,362 shares subject to currently exercisable stock options.

(10)

Includes 7,500 shares held by the children of Michael Rutkin, living in his household and 2,500 shares held by his wife.

(11)

Includes 25,291 shares subject to currently exercisable stock options and warrants.

(12)

Includes 15,000 shares subject to currently exercisable options.

(13)

Includes 118,260 shares of common stock that are beneficially owned by J. Todd Raymond, our Corporate Secretary, including 92,195 shares subject to currently exercisable options.

Management Control

        As of July 1, 2004, directors and officers of Stratus controlled approximately 34.5% of our outstanding voting stock (excluding common shares issuable pursuant to outstanding options and convertible preferred stock). As a result, if they act together, they may have the ability to significantly influence the outcome of all matters requiring stockholder approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets and the ability to control our management and affairs.

Agreement with Holder of Series A Preferred Stock

        In July 2003, we entered into an agreement with Artisan (UK) plc, the parent company of Artisan.com Limited, pursuant to which we have agreed to redeem the aggregate 1,458,933 shares of our Series A Preferred Stock owned by Artisan.com Limited and Cater Barnard (USA) plc, which is also an affiliate of Artisan. These shares represent all of the shares of Series A Preferred Stock currently outstanding. The agreement, as amended in March 2004, provides that our obligation to redeem the Series A Preferred Stock is contingent upon our sale of not less than $1,000,000 of units in this offering. If we sell at least $1,000,000 of units in this offering, we will be obligated to pay $500,000 to Artisan within seven days after the $1,000,000 of units are sold. In addition, we will be obligated, to pay Artisan an additional $250,000 by January 31, 2005 or, at our option, issue to Artisan shares of our common stock having an aggregate market value of $250,000, based upon the average closing bid prices of the common stock for the 30 trading days preceding January 31, 2005. If we fail to make the $250,000 payment in cash or stock, we will be required to pay Artisan $300,000 in cash, plus interest calculated on a daily basis at a rate of 18% from the date of the default to the date the default is cured. We have also agreed to issue to Artisan.com Limited 1,750,000 shares of our common stock within seven days of the initial closing of this offering. Artisan has agreed not to sell the shares of our common stock issued to it in the redemption transaction for a period of 14 months following the initial closing of this offering. After such 14 month period, Artisan will be permitted to sell up to 200,000 shares per month until December 31, 2005, when this restriction will be released. Artisan has also agreed not to sell any shares of common stock it otherwise owns for a period of 135 days after the time that we have sold $1,000,000 of units in this offering. Thereafter, Artisan.com Limited will be entitled

56

to sell up to 25,000 shares per month until July 1, 2004, when there will be no further restrictions on sales of our common stock by Artisan.

        If we do not deliver the cash and stock owed to Artisan within seven days after we complete the sale of at least $1,000,000 of units in this offering or prior to July 15, 2004, then Artisan will have the right to immediately terminate its agreement with us.

        After we pay Artisan.com the amounts owed to it in connection with our redemption of the Series A Preferred Stock, the proxy previously given by Artisan.com Limited to Joseph J. Raymond, our Chairman and Chief Executive Officer, will terminate. Artisan has advised us that it may assign the Series A Preferred Stock and its rights under its agreement with us to an affiliate.

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PLAN OF DISTRIBUTION

General

        We are offering to sell up to 12,500,000 units. The units will be offered on a "best efforts" basis. If we are unable to sell at least 1,250,000 units, we will cancel this offering and return all monies collected from subscribers without interest or deduction.

        The units will be sold at the price of $.80 per unit. We reserve the right to withdraw, cancel or modify the offering hereby and to reject subscriptions, in whole or in part, for any reason.

        Until the initial closing of this offering, the proceeds from the sale of our units will be deposited into an escrow account established with JPMorgan Chase Bank, subject to the initial closing on such escrowed funds once we have received subscriptions for at least 1,250,000 units and certain additional conditions have been satisfied. After the initial closing, if all units offered hereby are not sold as of the date of the initial closing, subscription proceeds shall be deposited by the underwriter in an escrow account established with American Stock Transfer & Trust Company, subject to subsequent closings on additional subscriptions received from time to time as we may determine.

        Stock certificates and warrant certificates will not be issued to subscribers until such time as good funds related to the purchase of units by such subscribers are released from the escrow account to us by JPMorgan Chase Bank with respect to the initial closing, or from the segregated subscription account to us, with respect to subsequent closings.

        Subscribers will have no right to a return of their subscription payment held in the escrow account or the segregated subscription account until we decide not to accept such subscription payment. All interest earned on such funds will belong to us.

        This offering will commence only after the Securities and Exchange Commission declares effective the registration statement of which this prospectus is a part and will continue until the earlier of (i) the date upon which the proceeds for all units offered hereby are received by JPMorgan Chase Bank or the underwriter; (ii) July 30, 2004 (or August 30, 2004 if the offering period is extended by us and our underwriter); or (iii) the date upon which we terminate this offering for any reason other than the sale of at least 1,250,000 units. We have the right to terminate the offering at any time. If we terminate this offering before the subscription proceeds for 1,250,000 units have been received by JPMorgan Chase Bank, all subscription proceeds will be promptly returned to subscribers without interest or deduction.

Underwriting

        We have entered into an underwriting agreement with Essex & York Inc. pursuant to which it has agreed to act as the underwriter for this offering of units.

        We have employed the underwriter as our agent and the underwriter has agreed to use its best efforts to offer and sell to the public on a "best efforts" basis a minimum of 1,250,000 units, at $.80 per unit, up to a maximum of 12,500,000 units, and has agreed to use its best efforts to find purchasers for these units by July 30, 2004, subject to an extension by mutual agreement by us and the underwriter until August 30, 2004.

        Until at least 1,250,000 units are sold, all funds received by the underwriter will be forwarded by the underwriter by noon of the next business day after receipt to JPMorgan Chase Bank pursuant to an escrow agreement entered into by us, the underwriter and JPMorgan Chase Bank All subscriber's checks will be made payable to JPMorgan Chase Bank. In the event that 1,250,000 units are not sold by July 30, 2004 (or August 30, 2004 if the offering period is extended by us and the underwriter), the funds in escrow will be refunded promptly to the investors in full without deduction therefrom or interest thereon and the offering will be terminated. If at least 1,250,000 units are sold by July 30, 2004 (or August 30, 2004 if the offering period is extended by us and the underwriter), the escrow fund will

58

be released to us less underwriting commissions and unpaid non-accountable expenses. Any and all escrowed funds will be invested only in investments permitted by Rule 15c2-4 of the Rules and Regulations of the Securities Exchange Act of 1934, as amended, and NASD Notice to Members 84-7.

        We have agreed to pay the underwriter a commission of nine percent (9%) of the gross proceeds of the offering and a non-accountable expense allowance equal to two and one-half percent (2.5%) of the gross proceeds of the offering. If all of the units being offered herein are sold, the underwriter will receive a commission of $900,000 and a non-accountable expense allowance of $250,000. If the minimum number of units being offered herein is sold, the underwriter will receive a commission of $90,000 and a non-accountable expense allowance of $35,000, which advance includes $10,000 of legal fees paid directly by us to the Underwriter's legal counsel. To the extent the expenses of the underwriter are less than the amount of the non-accountable expense allowance to be paid to the underwriter, such excess shall be deemed to be additional compensation to the underwriter. We paid the underwriter a deposit of $35,000 which has been applied to the underwriter's non-accountable expense allowance. Any unaccounted portion of this $35,000 advance will be returned to us in the event that this offering is not consummated.

        In addition to paying the underwriter's commissions and non-accountable expense allowance, we are required to pay the cost of qualifying the shares under federal and state securities laws, legal and accounting fees, printing and other costs in connection with this offering. These costs are estimated to total approximately $400,000.

        We have agreed to appoint the underwriter to act as warrant solicitation agent for a period of two years commencing on the one year anniversary of the effective date of the offering. The underwriter will be entitled to receive a 5% conversion fee upon exercise of the warrants, subject to the underwriter's compliance with all of the rules and regulations of the National Association of Securities Dealers (the "NASD"), including NASD Rule 2710(c)(6)(B)(xii).

        The underwriter has the right to offer the units through securities dealers who are registered with the Securities and Exchange Commission and are members of the NASD and to form a selling group of selected broker-dealers whereby it may pay such broker-dealers a selling concession for any units sold by them as it may determine from the commissions it would otherwise receive. Selected broker-dealers may allow a selling discount for units sold by any NASD dealer or any foreign dealers who agree to abide by the conditions as set forth in the agreement between a selected dealer and the underwriter and relating generally to the NASD Rules of Fair Practice and Interpretation with respect to Free-riding and Withholding. At present, the underwriter has not entered into any agreements with any broker-dealers to sell any units being offered hereby. All sales through selected dealers shall be as agents for the accounts of their customers, and the underwriter shall have no authority to employ such dealers as agents for us.

        Rules of the Securities and Exchange Commission may limit the ability of the underwriter to bid for or purchase units before the distribution of the units is completed. However, the underwriter may engage in the following activities in accordance with the rules:

•

Stabilizing transactions. The underwriter may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the units, so long as stabilizing bids do not exceed a specified maximum.



•

Syndicate coverage transactions. The underwriter may create a short position in the units by selling more units than are set forth on the cover page of this prospectus. If a short position is created in connection with the offering, the representative may engage in syndicate covering transactions by purchasing units in the open market.

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•

Penalty bids. If the underwriter purchases units in the open market in a stabilizing transaction or syndicate coverage transaction, it may reclaim a selling concession from the underwriter and selling group members who sold those units as part of this offering.

        Stabilizing and syndicate covering transactions may cause the price of the units to be higher than it would be in the absence of such transactions. The imposition of a penalty bid might also have an effect on the price of the units if it discourages resales of the units.

        Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of the units. If such transactions are commenced, they may be discontinued without notice at any time.

        The underwriting agreement provides for reciprocal indemnification between us and the underwriter against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended.

        The foregoing does not purport to be a complete statement of the terms and conditions of the underwriting agreement, a copy of which has been filed as an exhibit to the Registration Statement of which this prospectus is a part. Reference is made to such exhibit for a detailed description of the provisions thereof.

DESCRIPTION OF SECURITIES

General

        Our authorized capital stock consists of 100 million shares of common stock, par value $.04 per share and 5 million shares of preferred stock, par value $.01 per share. As of July 1, 2004, there were 6,237,144 shares of common stock outstanding, 1,458,933 shares of Series A Preferred Stock outstanding, 47,728 shares of Series E Preferred Stock outstanding and 6,000 shares of Series F Preferred Stock outstanding. We are also offering to issue Series I Preferred Stock to holders of our Series E Preferred Stock pursuant to the exchange offer that we were conducting as of the date of this prospectus.

Units

        Each unit consists of one share of common stock and one warrant to purchase one share of our common stock. The common stock and warrants may trade as units for 30 days following the initial closing of this offering in the discretion of the underwriter but may be separated at an earlier date by the underwriter and traded separately as common stock and warrants. In making any such decision, the underwriter will consider various market factors, including the strength of support for the units.

Common Stock

        We are authorized to issue 100,000,000 shares of common stock, par value $.04 per share. Each share of common stock entitles the holder thereof to one vote on all matters submitted to the shareholders. The common stock does not have cumulative voting rights, the shares are not subject to redemption, and there are no pre-emptive rights. All shares of common stock outstanding are fully paid and non-assessable. Holders of common stock are entitled to receive dividends out of funds legally available therefore when as and if declared by the Board of Directors. We have not paid any dividends on its common stock and the payment of cash dividends on the common stock is unlikely for the foreseeable future. Upon any liquidation, dissolution or winding up of our company, holders of common stock are entitled to share pro rata in any distribution to the holders of common stock. In the event of any such liquidation, dissolution or winding up, holders of Series A, E and F Preferred Stock will be entitled to receive an amount equal to the applicable liquidation preference as described below

60

and elsewhere in this prospectus, prior and in preference to any distribution to the holders of common stock.

        As of July 1, 2004, there were approximately 235 record holders of our common stock.

Warrants

        Each warrant entitles the holder to purchase one (1) share of our common stock at a price of $.76 throughout the exercise period which commences one year after the date of the initial closing of this offering and ends 30 months after the date of the initial closing unless the warrants are earlier redeemed by us. The exercise price of the warrants was determined solely by us and the underwriter taking into account the offering price of the units offered hereby and does not relate to any recognized criteria of value.

        The warrants may be exercised by completing and signing the appropriate form on the warrant and mailing or delivering the warrant to American Stock Transfer Company, the warrant agent, in time to reach the warrant agent by the expiration date of the warrants, accompanied by payment of the full purchase price of $.76 for each warrant. Payment of the purchase price must be made in United States funds (by check, cash or bank draft) payable to the order of Stratus Services Group, Inc. Common stock certificates will be issued as soon as practicable after exercise and payment of the purchase price.

        We may redeem some or all of our outstanding warrants beginning one year after the initial closing of this offering for $.08 per warrant at any time on 30 days' prior written notice once the closing bid price of our common stock has been at $1.33 for 20 consecutive trading days following the one year anniversary of the initial closing of this offering.

        As long as any warrants remain outstanding, stock to be issued upon the exercise of warrants will be adjusted in the event of one or more stock splits, readjustments or reclassifications. In the event of any of the foregoing, the remaining number of shares of common stock still subject to the warrants shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares of common stock outstanding and the purchase price per share shall be decreased or increased as the case may be, in the same proportion. The warrants do not contain provisions protecting against dilution resulting from the sale of additional shares of common stock at a price less than the exercise price of the warrants.

        We have reserved a sufficient number of shares of common stock for issuance upon exercise of the warrants and such shares, when issued in accordance with the terms of the warrants, will be fully paid and non-assessable. The shares so reserved are included in the Registration Statement of which this prospectus is a part. We will maintain an effective Registration Statement (by filing any necessary post-effective amendments or supplements to the Registration Statement of which this prospectus forms a part) throughout the term of the warrants with respect to the warrants and the shares of common stock issuable upon exercise of the warrants.

        The holders of the warrants as such are not entitled to vote, to receive dividends or to exercise any of the rights of holders of shares of common stock for any purpose until such warrants shall have been duly exercised and payment of the purchase price shall have been made. There is no market for the warrants and there is no assurance that any such market will ever develop.

        For the life of the warrants, the warrant holders are given the opportunity to profit from the rise in the market value of our common stock, if any, at the expense of the common stock holders and we might be deprived of favorable opportunities to secure additional equity capital, if it should then be needed, for the purpose of its business. A warrant holder may be expected to exercise the warrants at a time when we, in all likelihood, would be able to obtain equity capital, if we needed capital then, by a public sale of a new offering on terms more favorable then those provided in the warrants.

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        If upon exercise of the warrants the exercise price is less than the book value per share, the exercise will have a dilutive effect upon the warrant holder's investment.

Preferred Stock

        Our Certificate of Incorporation authorizes 5,000,000 shares of preferred stock, $.01 par value, which preferred stock may from time-to-time be divided into and issued in series. The different series of Preferred Stock shall be established and the designations, and variations in the relative rights and preferences, as between the different series shall be fixed and determined by our Board of Directors.

        Our Amended and Restated Certificate of Incorporation authorizes the Board of Directors to issue shares of preferred stock in one or more series with such dividend liquidation, conversion, redemption and other rights as the Board establishes at the time. Stockholder approval is not required to issue preferred stock. To the extent that we issue additional shares of preferred stock, the ownership interest and voting power of existing shareholders could be diluted.

        The preferred stock could be issued in one or more series with such voting, conversion and other rights as would discourage possible acquirers from making a tender offer or other attempt to gain control of us, even if such transaction was generally favorable to our stockholders. In the event of a proposed merger, tender offer or other attempt to gain control of us, which the Board does not approve, it might be possible for the Board to authorize the issuance of a series of preferred stock with rights and preferences that could impede the completion of such a transaction. The Board could authorize holders of the preferred stock to vote, either separately or as a class or with the holders of common stock, on any merger, sale or exchange of assets or other extraordinary corporate transactions. Preferred stock may be used to discourage possible acquirers from making a tender offer or other attempt to gain control of us with a view to imposing a merger or sale of all or any part of our assets, even though a majority of stockholders may deem such acquisition attempts to be desirable.

        Preferred stock may also be used as consideration for any acquisition that we undertake, either alone or in combination with shares, notes or other assets including cash or other liquid securities.

Series A Preferred Stock

        The Certificate of Designation, Preferences and Rights of the Series A Preferred Stock filed with the Office of the Secretary of State, State of Delaware on July 2, 2001 and amended on April 5, 2002 authorizes 1,458,933 shares of Series A Preferred Stock, par value $.01 per share, stated value of $3.00 per share. As of July 1, 2004, there were 1,458,933 shares of Series A Preferred Stock issued and outstanding. We have agreed to redeem all of the outstanding shares of Series A Preferred Stock if we sell at least $1,000,000 of units in this offering.

        Holders of the Series A Preferred Stock are entitled to cumulative dividends at a rate of $.21 per share, payable annually on June 30 and December 31 of each year, when and as declared by our Board of Directors, in preference and priority to any payment of any dividend on the common stock or any other class or series of our capital stock. Dividends may be paid, at our option, either in cash or in shares of Series A Preferred Stock, valued at $3.00 per share, if the common stock issuable upon conversion of such Series A Preferred Stock has been registered for resale under the Securities Act of 1933. Holders of Series A Preferred Stock are entitled to a liquidation preference of $3.00 per share, plus accrued and unpaid dividends.

        The Series A Preferred Stock is convertible into common stock at any time at the option of the holder. The number of shares issuable upon conversion is determined by multiplying the number of shares of Series A Preferred Stock to be converted by $3.00 and dividing the result by the conversion price then in effect (the "Series A Conversion Price"). As of July 1, 2004, the Conversion Price was $12.00, after giving effect to the proposed one-for-four reverse split of our common stock. As a result,

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as of July 1, 2004, each share of Series A Preferred Stock was convertible into one-fourth of a share of common stock. If all of the shares of Series A Preferred Stock currently outstanding as of July 1, 2004, were converted, we would be required to issue 364,733 shares of common stock.

        On June 30, 2008, we will be required to redeem any shares of Series A Preferred Stock outstanding at a redemption price of $3.00 per share together with accrued and unpaid dividends. In March 2002, we and the holders of the Company's Series A Preferred Stock agreed to an amendment of the Certificate of Designation which will permit us to pay the redemption price of the Series A Preferred Stock through the issuance of shares of the our common stock. For purposes of determining the number of shares which we will be required to issue if we choose to pay the redemption price in shares of common stock, the common stock will have a value equal to the average closing price of the common stock during the five trading days immediately preceding the date of redemption.

        Each outstanding share of Series A Preferred Stock entitles the holder to a number of votes equal to the number of full shares of common stock into which such share of Series A Preferred Stock is then convertible. Except as required by law, the Series A Preferred Stock and the common stock vote as a single class on each matter submitted to a vote of stockholders. The holders of Series A Preferred Stock are entitled to vote separately as a class on any (a) proposed increase or decrease in the aggregate number of authorized shares of Series A Preferred Stock, (b) any proposal to create a new class of shares having rights and preferences equal to or having priority over the Series A Preferred Stock, (c) any proposed amendments of the Certificate of Designations, Rights and Preferences which created the Series A Preferred Stock that could adversely affect the powers, preferences, participations, rights, qualifications or restrictions of the Series A Preferred Stock. Any matter on which the holders of Series A Preferred Stock are entitled to vote as a class requires the affirmative vote of holders owning a majority of the issued and outstanding Series A Preferred Stock.

        On March 28, 2002, our shareholders granted approval to our proposal to issue the full number of shares of common stock upon conversion of the Series A Preferred Stock.

Series E Preferred Stock

        The Certificate of Designation, Preferences and Rights of the Series E Preferred Stock, filed July 15, 2002, with the Office of the Secretary of State, State of Delaware and amended on August 2, 2002, authorizes 50,000 shares of Series E Preferred Stock, par value $.01 per share, stated value $100 per share. As of July 1, 2004, there were 47,728 shares of Series E Preferred Stock issued and outstanding.

        The holders of the Series E Preferred Stock are entitled to cumulative dividends at a rate of six percent (6%) per annum, accrued daily, on a quarterly basis and payable every 120 days, in preference and priority to any payment of any dividend on our common stock. Dividends may be paid, at our option, either in cash or in shares of common stock, valued at the Series E Conversion Price (as defined below), if the common stock issuable upon conversion of such Series E Preferred Stock has been registered for resale under the Securities Act of 1933. Holders of Series E Preferred shares are entitled to a liquidation preference of $100 per share, plus accrued and unpaid dividends.

        The Series E Preferred Stock is convertible into common stock at a conversion price (the "Series E Conversion Price") equal to 75% of the average of the closing bid prices, for the five days preceding the conversion date, for the common stock. The number of shares issuable upon conversion is determined by multiplying the number of shares of Series E Preferred Stock to be converted by $100 and dividing the result by the Series E Conversion Price then in effect.

        Holders of Series E Preferred Stock do not have any voting rights, except as required by law.

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        We have the right, but not the obligation, to redeem the shares of the Series E Preferred Stock at any time prior to conversion at a redemption price of 115% of the purchase price paid for the Series E Preferred Shares plus any accrued but unpaid dividends.

Series F Preferred Stock

        The Certificate of Designation, Preferences and Rights of the Series F Preferred Stock, filed July 31, 2002, with the Office of the Secretary of State, State of Delaware, authorizes 20,000 shares of Series F Preferred Stock, par value $.01 per share, stated value $100 per share. As of July 1, 2004, there were 6,000 shares of Series F Preferred Stock issued and outstanding.

        The holders of the Series F Preferred Stock are entitled to receive from assets legally available therefor, cumulative dividends at a rate of seven (7%) percent per annum, accrued daily and payable monthly, in preference and priority to any payment of any dividend on the common stock and on the Series E Preferred Stock. Dividends may be paid, at our option, either in cash or in shares of common stock, valued at the Series F Conversion Price (as defined below), if the common stock issuable upon conversion of such Series F Preferred Stock has been registered for resale under the Securities Act of 1933. Holders of Series F Preferred shares are entitled to a liquidation preference of $100.00 per share, plus accrued and unpaid dividends.

        The Series F Preferred Stock is convertible into common stock at a conversion price (the "Series F Conversion Price") equal to $.40 per share, after giving effect to the proposed one-for-four reverse split of our common stock. The number of shares issuable upon conversion is determined by multiplying the number of shares of Series F Preferred Stock to be converted by $100 and dividing the result by the conversion price then in effect.

        Except as otherwise required by law, holders of Series F Preferred Stock and holders of common stock shall vote together as a single class on each matter submitted to a vote of stockholders. Each outstanding share of Series F Preferred Stock shall be entitled to the number of votes equal to the number of full shares of common stock into which such shares of Series F Preferred Stock is then convertible on the date for determination of stockholders entitled to vote at the meeting. Holders of the Series F Preferred Stock are entitled to vote as a separate class on any proposed amendment to the Series F Preferred Stock which would increase or decrease the number of authorized shares of Series F Preferred Stock or have an adverse impact on the Series F Preferred Stock, and on any proposal to create a new class of shares having rights or preferences equal to or having priority to the Series F Preferred Stock.

        We have the right, but not the obligation to redeem the shares of the Series F Preferred Stock at any time prior to conversion at a redemption price of 115% of the purchase price paid for the Series F Preferred shares plus any accrued but unpaid dividends.

Series I Preferred Stock

        The Certificate of Designation, Preferences and Rights of the Series I Preferred Stock will authorize 54,000 shares of Series I Preferred Stock, par value $.01 per share, stated value $100 per share. As of July 1, 2004, there were no shares of Series I Preferred Stock issued and outstanding.

        The holders of the Series I Preferred Stock will be entitled to receive from assets legally available therefore, cumulative cash dividends at a rate of twelve (12%) percent per annum, accrued daily and payable at the time of redemption, in preference and priority to any payment of any dividend on the common stock, subject to adjustment under certain circumstances as described below. Holders of Series I Preferred shares will be entitled to a liquidation preference of $100.00 per share, plus accrued and unpaid dividends.

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        Holders of Series I Preferred Stock will have no voting rights, except as required by law and with respect to certain limited matters set forth in the Certificate of Designation, Preferences and Rights.

        We will have the right, at any time during the 12 month period following the closing of the exchange offer, to cause the conversion of the Series I Preferred Stock into, at the election of the holder, either common stock at a conversion price equal to 80% of the average closing bid price of the common stock during the five trading days preceding the conversion, or common stock and warrants at a rate of 125 shares of common stock and 250 warrants for each $100 of stated value and accrued and unpaid dividends on the Series I Preferred Stock.

        We have the right to redeem the shares of the Series I Preferred Stock at any time prior to conversion at a redemption price of $100 per share plus any accrued but unpaid dividends. We will be obligated to redeem each share of Series I Preferred Stock on the one year anniversary of the date of its issuance at a redemption price of $100 per share plus any accrued but unpaid dividends; provided, however, that we will have the right to extend the required redemption date for an additional one year, in which case we will be required to pay all dividends accrued through the first year of issuance in cash and issue to each holder of Series I Preferred Stock a number of shares of our common stock which then have a value equal to 10% of the aggregate stated value of the Series I Preferred Stock held. In addition, if we extend the redemption date, we will be required to pay dividends quarterly and pay an advisory fee to an advisor designated by the holders of the Series I Preferred Stock in an amount equal to ten percent (10%) of the aggregate stated value of the outstanding shares of Series I Preferred Stock, eight percent (8%) of which will be payable in cash and two percent (2%) of which will be paid in shares of our common stock, valued at the then current market value. If we do not redeem the Series I Preferred Stock by the original one year redemption date and fail to extend the original redemption date, or if we fail to redeem the Series I Preferred Stock by the extended redemption date, the dividend rate of the Series I Preferred Stock will increase to 24% per annum and, each share of Series I Preferred Stock will thereafter be convertible, at the election of the holder, into common stock at a conversion price equal to 80% of the average closing bid price of the common stock during the five trading days preceeding the conversion, or common stock and warrants at a rate of into 125 shares of common stock and 250 warrants for each $100 of stated value and accumulated and unpaid dividends represented by the Series I Preferred Stock. The Series I Preferred Stock will be convertible on the same terms at the option of the holder if we are the subject of certain bankruptcy or insolvency proceedings. No fractional shares will be issued upon conversion of the Series I Preferred Stock. Any fractional shares which would otherwise be issuable will be rounded up to the nearest whole number of shares. A holder of Series I Preferred Stock may not convert shares of Series I Preferred Stock into common stock to the extent such conversion would result in the holder beneficially owning in excess of 4.99% of the then issued and outstanding shares of our common stock. This limitation will be waivable by a holder of the Series E Preferred Stock, as to itself, upon not less than 61 days prior notice to us.

Limitation on Liabilities and Indemnification Matters

        Pursuant to our certificate of incorporation and bylaws and as permitted by Delaware law, directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for dividend payments or stock repurchases illegal under Delaware law or any transaction in which a director has received an improper personal benefit.

        Our certificate of incorporation and bylaws also provide that directors and officers shall be indemnified to the fullest extent authorized by Delaware law against all expenses and liabilities actually and reasonably incurred in undertaking their duties. Non-officer employees and agents may be similarly indemnified at the discretion of the Board of Directors. The certificate of incorporation and the by-laws further permit the advancing of expenses incurred in defense of claims.

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Certain Provisions of the Certificate of Incorporation and Bylaws

        Our bylaws provide that a special meeting of stockholders can only be called by the Chief Executive Officer or by a majority of the Board of Directors. The bylaws provide that only matters set forth in the notice of the special meeting may be considered or acted upon at that special meeting. Our bylaws may be amended or repealed or new bylaws may be adopted by the Board of Directors. Stockholders may vote to amend or repeal such bylaws as adopted or amended by the Board of Directors; however, such a right requires approval from at least two-thirds of the stockholders voting.

        Our certificate of incorporation and bylaws also provide that any action required or permitted to be taken by our stockholders at an annual or special general meeting of stockholders must be effected at a duly called meeting and may not be taken or effected by a written consent of stockholders in lieu thereof.

Anti Takeover Effects of the Charter Documents and Delaware Law

        Our certificate of incorporation and bylaws include certain provisions that may have anti-takeover effects. These provisions may delay, defer or prevent a tender offer or takeover attempt that stockholders may consider to be in their best interests including attempts that might result in a premium over the market price for the shares held by the stockholders. These provisions may also make it more difficult to remove incumbent management.

        These provisions include:

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authorizing its Board of Directors to issue preferred stock;



•

limiting the persons who may call special meetings of stockholders;



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prohibiting stockholder action by written consent;



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establishing advance notice requirements for nominations for election of its board of directors or for proposing matters that can be acted on by stockholder meetings and



•

prohibiting cumulative voting in the election of directors.

Listing

        Our common stock trades on the OTC Bulletin Board under the trading symbol SERV.OB. We intend to seek to have the warrants included on the OTC Bulletin Board as soon as possible after the initial closing of this offering; however, it is likely that quotations for the warrants on the OTC Bulletin Board will not be available until after the final closing of the offering.

Transfer Agent and Registrar

        Our transfer agent is American Stock Transfer and Trust Company.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion sets forth the material U.S. federal income tax consequences of the purchase, ownership and sale of the units and the common stock and warrants comprising the units.

        This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated under the Code and administrative and judicial interpretations as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect, and all of which are subject to differing interpretations. This discussion is a summary and does not purport to deal with all aspects of U.S. federal income taxation that may be applicable to

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holders who are subject to special tax treatment, nor does it consider specific facts and circumstances that may be relevant to a particular holder's position. Accordingly, this discussion does not address:

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Alternative minimum taxes or any state, local or foreign taxes;



•

Special rules that may be relevant to special classes of holders, such as dealers in securities, insurance companies, banks, regulated investment companies, tax-exempt organizations, those holding units (or common stock or warrants comprising the units) as part of a straddle, hedge, conversion transaction or other integrated investment, persons whose functional currency (as defined in Code Section 985) is not the U.S. dollar, and U.S. expatriates;



•

Tax consequences for the stockholders, partners or beneficiaries of a holder; or



•

Tax consequences for holders who do not hold the units (or common stock or warrants comprising the units) as capital assets within the meaning of Code Section 1221.

        This summary is not intended as tax advice, but rather represents our best judgment as to the U.S. federal tax consequences that may apply to holders based on current U.S. federal tax law. Prospective investors should be aware that no rulings have been or will be sought from the Internal Revenue Service ("IRS") with respect to any of the tax consequences described below, and either the IRS or the courts could disagree with the explanations or conclusions contained in this summary. Accordingly, prospective investors should consult their tax advisors and tax return preparers regarding the preparation of any item on a tax return, even where the anticipated tax treatment is discussed in this summary. Persons considering the purchase of a unit should consult their tax advisors with regard to the application of the U.S. and other income tax laws, as well as the tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local or foreign taxing jurisdiction or under any applicable tax treaty, to their particular situations.

        For purposes of this summary, a "U.S. holder" is a beneficial owner of a unit (or the common stock or warrant comprising the unit) that is subject to U.S. federal income tax on his, her or its worldwide income. Subject to a variety of special rules, the following are treated as U.S. holders:

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An individual citizen of the United States;



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An individual treated as a resident of the United States for tax purposes, including generally any individual who is present in the United States 183 days or more in any calendar year or who is treated as present for 183 days based on presence in the current and the two preceding years;



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A corporation or partnership created or organized in or under the laws of the United States or of any political subdivision of the United States;



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An estate the income of which is subject to U.S. federal income taxation regardless of its source; and



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A trust the income of which is subject to U.S. federal income taxation, including a trust that is subject to the supervision of a court within the United States and is under the control of one or more U.S. persons or that has made a valid election to be treated as a U.S. person under applicable U.S. Treasury regulations.

        For purposes of this summary, a "non-U.S. holder" is a beneficial owner of a unit (or the common stock or warrant comprising the unit) that is not a U.S. holder.

U.S. HOLDERS

        The following is a summary of the material U.S. federal income tax consequences with respect to the purchase, ownership and sale of the units (or common stock or warrants comprising the units) by U.S. holders.

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Tax Basis

        In order to determine the amount of gain or loss from transactions involving the common stock or warrant comprising a unit, a holder will need to know the tax basis of each of these securities. The tax basis for the warrant and common stock comprising each unit will be determined by allocating the cost of the unit among the share of common stock and one warrant in proportion to the relative fair market values of these securities on the date the unit is issued.

Sale of Units

        If a U.S. holder sells or otherwise disposes of a unit, the U.S. holder will be treated as having sold or otherwise disposed of the common stock and warrant comprising the unit. The treatment of the sale or other disposition of the common stock and warrant is described below under "Sale of Common Stock" and "Exercise or Sale of Warrants."

Warrants

Exercise or Sale of Warrants

        A U.S. holder of a warrant will not have taxable gain or loss when the holder buys common stock for cash upon exercise of the warrant, except that gain will be recognized to the extent cash is received in exchange for a fraction of a share of common stock. The tax basis of common stock received upon the exercise of a warrant will equal the sum of the U.S. holder's tax basis for the warrant and the exercise price of the warrant (exclusive of any tax basis allocable to a fractional share). The holding period of common stock received upon exercise of a warrant will begin on the date the warrant is exercised (it will not include the period during which the warrant was held).

        If a U.S. holder of a warrant sells or otherwise disposes of a warrant, other than in an exercise for purchase of stock, the holder will have capital gain (or loss) equal to the amount by which the amount realized for the warrant exceeds (or is less than) the U.S. holder's tax basis for the warrant. A capital gain or loss will be a long-term capital gain or loss if the U.S. holder has held the warrant for more than one year at the time of its sale or disposition. Net long-term capital gains of certain noncorporate taxpayers, including individuals, are subject to preferential tax rates. The deductibility of capital losses is subject to limitations.

Expiration of Warrants Without Exercise

        If a warrant expires unexercised, a U.S. holder will have a capital loss equal to the holder's tax basis for the warrant. A capital loss will be a long-term capital loss if the U.S. holder has held the warrant for more than one year at the time of its expiration. The deductibility of capital losses is subject to limitations.

Common Stock

Distributions on Shares of Common Stock

        We have never made, and do not intend to make in the foreseeable future, cash distributions on our common stock. If we do, however, make distributions to our stockholders with respect to our stock, whether paid in cash or property (other than qualifying distributions of additional shares of our common stock or rights to buy our stock), the distributions will generally be taxable to a U.S. holder as dividend income. In general, until 2009, dividend income of certain noncorporate taxpayers, including individuals, is subject to preferential tax rates provided that certain holding period requirements are satisfied. To the extent a U.S. holder receives a distribution that exceeds our current and accumulated earnings and profits, the excess will be treated first as a nontaxable return of capital that reduces the U.S. holder's tax basis in the stock (but not below zero) and thereafter as capital gain from the sale of

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the stock. Distributions taxed as dividends generally will be eligible for a dividends received deduction with respect to a percentage of the amounts treated as dividends if received by an otherwise qualifying corporate U.S. holder as long as the deduction is not restricted by the minimum holding period requirements or the "debt-financed portfolio stock" rules, or limited in value by the "extraordinary dividend" provisions of the Code (all of which work to reduce or eliminate the benefit of this deduction).

Sale of Common Stock

        Upon the sale or other disposition of common stock, a U.S. holder generally will have capital gain (or loss) equal to the amount by which the amount realized for the common stock exceeds (or is less than) the U.S. holder's tax basis for the common stock. A capital gain or loss will be a long-term capital gain or loss if the U.S. holder has held the common stock for more than one year at the time of its sale or disposition. Net long-term capital gains of certain noncorporate taxpayers, including individuals, are subject to preferential tax rates. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

        A U.S. holder may be subject to U.S. information reporting with respect to any dividends paid on the shares of common stock and to proceeds from the sale or other disposition of the common stock or warrants unless such U.S. holder is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact. A U.S. holder that is subject to U.S. information reporting generally will also be subject to U.S. backup withholding unless such U.S. holder provides certain information to us or our agent, including a correct taxpayer identification number (which, for an individual, is his or her social security number) and a certification that it is not subject to backup withholding. A U.S. holder that does not comply with these requirements maybe subject to certain penalties. Backup withholding is not an additional tax and may be refunded or credited against the U.S. holder's U.S. federal income tax liability provided that certain required information is furnished.

NON-U.S. HOLDERS

        The following is a summary of the material U.S. federal income tax consequences with respect to the purchase, ownership and sale of the units (or common stock or warrants comprising the units) by non-U.S. holders.

Tax Basis

        The tax basis for the warrant and common stock comprising each unit will be determined by allocating the cost of the unit among the shares of common stock and warrant in proportion to the relative fair market values of these securities on the date the unit is issued.

Sale of Units

        If a non-U.S. holder sells or otherwise disposes of a unit, the holder will be treated as having sold or otherwise disposed of the common stock and warrant comprising the unit. The treatment of the sale or other disposition of the common stock and warrant is described below under "Sale of Common Stock or Warrants."

Exercise of Warrants

        A non-U.S. holder of a unit generally will not have taxable gain or loss when the holder buys common stock for cash upon exercise of the warrant. To the extent a non-U.S. holder receives cash in exchange for a fraction of a share of common stock, that cash may give rise to gain that would be

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subject to the rules described below with respect to the sale of common stock. The tax basis of stock acquired upon exercise of a warrant will equal the sum of the non-U.S. holder's tax basis for the warrant and the exercise price of the warrant (exclusive of any tax basis allocable to a fractional share).

Distributions on Shares of Common Stock

        We have never made, and do not intend to make in the foreseeable future, cash distributions on our common stock. If we do, however, make distributions to our stockholders with respect to our stock, whether paid in cash or property (other than qualifying distributions of additional shares of our common stock or rights to buy our stock), distributions made to a non-U.S. holder generally will be subject to U.S. federal withholding tax at a rate of 30% or at a lower rate under an applicable income tax treaty between the United States and the holder's country of residence. A non-U.S. holder generally must provide the withholding agent with a properly executed IRS Form W-8BEN in order to claim a reduced rate of withholding tax under a treaty.

        Generally, the entire amount of a distribution paid with respect to common stock will be subject to withholding even if some or all of the distribution does not constitute a dividend. We may elect to withhold only on the portion of the distribution that is a dividend, or we may withhold on the entire distribution. If we withhold on the entire distribution, a non-U.S. holder will generally be entitled to obtain a refund or credit for the amount withheld on the non-dividend portion, provided the appropriate procedures are followed.

        Except to the extent otherwise provided under an applicable tax treaty, a non-U.S. holder generally will be taxed in the same manner as a U.S. holder on distributions that are effectively connected with the conduct of a trade or business in the United States by the non-U.S. holder, and if required by a tax treaty, are attributable to a permanent establishment maintained in the United States. If the non-U.S. holder is a foreign corporation, it may also be subject to a U.S. branch profits tax at a 30% rate, or a lower rate as may be specified by an applicable income tax treaty. In order to claim the benefit of a U.S. tax treaty or to claim exemption from withholding because distributions paid to a non-U.S. holder are effectively connected with the conduct of a trade or business in the United States by the non-U.S. holder, such holder must provide a properly executed IRS Form W-8BEN for treaty benefits or Form W-8ECI for effectively connected income.

Sale of Common Stock or Warrants

        Non-U.S. holders generally will not be subject to U.S. federal income tax on gain recognized on the sale or other disposition of shares of our common stock or warrants unless:

•

The gain is effectively connected with the holder's conduct of a trade or business in the United States or, under an applicable income tax treaty, the gain is attributable to a permanent establishment maintained by the holder in the United States, in which case the gain will be subject to U.S. federal income tax in the same manner as if the holder were a U.S. holder, and a holder that is a foreign Corporation may be subject to an additional branch profits tax at a rate of 30% or a lower rate as may be specified by an applicable income tax treaty;



•

The holder is an individual present in the United States for 183 days or more in the taxable year of the sale (but is not treated as a U.S. holder due to an exception to the general rule that treats such individuals as residents) and meets other requirements, in which case the holder's net gain will be taxed at a rate of 30%; or



•

With respect to a sale of our common stock, we are or have been a "United States real property holding corporation" (as defined below) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of sale of our common stock or the period that the holder held our common stock and either the holder actually or constructively holds (or

70

held at any time during the shorter of those two periods) more than 5% of our shares of common stock or our shares are no longer regularly traded on an established securities market, in which case the gain from the sale of our common stock will be subject to U.S. federal income tax in the same manner as if the holder were a U.S. holder, and a holder that is a foreign corporation may be subject to an additional branch profits tax at a rate of 30% or a lower rate as may be specified by an applicable income tax treaty.

        Generally, a corporation is a "United States real property holding corporation" if the fair market value of its "United States real property interests" equals or exceeds 50% of the aggregate fair market value of its worldwide real property assets plus its other assets used or held for use in a trade or business. We do not believe that we are currently a United States real property holding corporation. Although we think it is unlikely given our current business plans and operations, we cannot assure you that we will not become a United States real property holding corporation in the future.

Backup Withholding and Information Reporting

        Dividends paid to you may be subject to information reporting and U.S. backup withholding. Backup withholding generally will not apply to dividends on shares of our common stock, however, if the non-U.S. holder provides an IRS Form W-8BEN or otherwise meets evidence requirements for establishing that the holder is not a U.S. person or satisfies another exemption.

        Payments on the sale or other disposition of shares of common stock or warrants made to or through the U.S. office of a broker generally will be subject to information reporting and backup withholding unless the holder either certifies its status as a non-U.S. holder (and, if an individual, as not being present in the United States for a total of 183 days or more during the calendar year) under penalties of perjury on the applicable IRS Form W-8BEN or W-8IMY or otherwise establishes an exemption.

        Payments on the sale or other disposition of shares of common stock or warrants made to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. Information reporting, but not backup withholding, however, may apply to those payments if the broker has certain connections to the United States, unless the broker has in its records documentary evidence that the beneficial owner is not a U.S. person and certain other conditions are met or the beneficial owner otherwise establishes an exemption.

        Backup withholding is not an additional tax and may be refunded (or credited against the holder's U.S. federal income tax liability, if any), provided that certain required information is furnished.

U.S. Federal Estate Tax Treatment of "Non-U.S. Holders"

        An individual "non-U.S. holder" (as specially defined for U.S. federal estate tax purposes) who is treated as the owner of our units, common stock or warrants at the time of his or her death, or who has made certain lifetime transfers of these securities, generally will be required to include the value of the securities in his or her gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax on that value, unless an applicable estate tax treaty provides otherwise.

LEGAL MATTERS

        The legality of the shares offered by this prospectus will be passed upon for us by Giordano, Halleran & Ciesla, a Professional Corporation, Middletown, New Jersey. Certain legal matters will be passed on for the underwriter by Lehman & Eilen LLP, Uniondale, New York.

71

EXPERTS

        Certain financial statements of the Company included in this prospectus have been audited by Amper, Politziner & Mattia, P.C., independent accountants, as indicated in their reports with respect thereto, and are included in reliance upon the authority of the firm as experts in giving such reports.

ADDITIONAL INFORMATION

        We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act with respect to the offered common stock. We have not included in this prospectus additional information contained in the Registration Statement and you should refer to the Registration Statement and its exhibits for further information. The Registration Statement and exhibits and schedules filed as a part thereof, may be inspected, without charge, at the Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices at the SEC located at Northwestern Atrium Center, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60611-2511. The SEC maintains a worldwide web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements regarding registrants that file electronically with the SEC. Copies of all or any portion of the Registration Statement may be obtained from the public reference section of the SEC upon payment of the prescribed fees.

72

STRATUS SERVICES GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

As of September 30, 2003 and 2002
and for the Years Ended September 30, 2003, 2002 and 2001

Independent Auditors Report		F-2
Financial Statements
	Balance Sheets	F-3
	Statements of Operations	F-4
	Statements of Cash Flows	F-5
	Statements of Stockholders' Equity	F-7
	Statements of Comprehensive Income	F-13
	Notes to Financial Statements	F-14

As of March 31, 2004 and 2003
and for the Six Months Ended March 31, 2004 and 2003

Condensed Balance Sheets	F-50
Condensed Statements of Operations	F-51
Condensed Statements of Cash Flows	F-52
Notes to Interim Financial Statements	F-53

F-1

Independent Auditors' Report

To the Stockholders of
Stratus Services Group, Inc.

        We have audited the accompanying balance sheets of Stratus Services Group, Inc. as of September 30, 2003 and 2002, and the related statements of operations, stockholders' equity, cash flows and comprehensive income for each of the three years in the period ended September 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion of these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stratus Services Group, Inc. as of September 30, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2003, in conformity with accounting principles generally accepted in the United States of America.

        The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

        In connection with our audits of the financial statements referred to above, we audited the financial Schedule II. In our opinion, the financial schedule, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information stated therein.

/s/ AMPER, POLITZINER & MATTIA, P.C. AMPER, POLITZINER & MATTIA, P.C.

Edison, New Jersey
December 19, 2003

F-2

STRATUS SERVICES GROUP, INC.

Balance Sheets

		September 30,
		2003			2002
Assets
Current Assets
	Cash and cash equivalents	$	53,753		$	162,646
	Accounts receivable—less allowance for doubtful accounts of $1,733,00 and $1,742,000		12,833,749			9,179,543
	Unbilled receivables		671,271			2,065,972
	Notes receivable (current portion)		25,240			—
	Other receivables		—			250,000
	Prepaid insurance		2,271,715			2,709,331
	Prepaid expenses and other current assets		277,262			333,601
			16,132,990			14,701,093
Notes receivable (net of current portion)			95,166			—
Note receivable—related party			128,000			—
Property and equipment, net of accumulated depreciation			937,718			1,281,817
Intangible assets, net of accumulated amortization			1,501,579			802,145
Goodwill			5,816,353			7,085,582
Deferred registration costs			374,365			5,768
Other assets			164,380			154,991
		$	25,150,551		$	24,031,396
Liabilities and Stockholders' Equity
Current liabilities
	Loans payable (current portion)	$	737,514		$	464,830
	Loans payable—related parties		503,337			116,000
	Notes payable—acquisitions (current portion)		657,224			578,040
	Line of credit		8,312,275			7,739,117
	Cash overdraft		699,057			731,501
	Insurance obligation payable		97,506			128,075
	Accounts payable and accrued expenses		4,787,404			3,941,347
	Accrued payroll and taxes		2,473,596			1,828,629
	Payroll taxes payable		5,021,411			2,460,677
	Put options liability		823,000			—
			24,112,324			17,988,216
Loans payable (net of current portion)			37,890			217,965
Notes payable—acquisitions (net of current portion)			2,065,280			1,919,532
Convertible debt			40,000			40,000
	Series A voting redeemable convertible preferred stock, $.01 par value, 1,458,933 shares issued and outstanding (including unpaid dividends of $651,752)		3,809,752			—
			30,065,246			20,165,713
Temporary equity—put options			—			823,000
Commitments and contingencies
Stockholders' equity
	Preferred stock, $.01 par value, 5,000,000 shares authorized
	Series A voting redeemable convertible preferred stock, $.01 par value, 1,458,933 shares issued and outstanding, liquidation preference of $4,376,799 (including unpaid dividends of $345,376)		—			3,293,376
	Series E non-voting convertible preferred stock, $.01 par value, 40,257 and 16,683 shares issued and outstanding, liquidation preference of $4,025,835 (including unpaid dividends of $60,295 and $20,000)		4,086,130			1,485,947
	Series F voting convertible preferred stock, $.01 par value, 8,000 and 10,000 shares issued and outstanding, liquidation preference of $800,000 (including unpaid dividends of $28,000 and $-0-)		828,000			1,000,000
	Series H non-voting convertible preferred stock, $.01 par value, -0- and 5,000 shares issued and outstanding		—			500,000
Common Stock, $.01 par value, 100,000,000 shares authorized, 19,795,038 and 11,522,567 shares issued and outstanding			197,950			115,226
Additional paid-in capital			11,728,943			12,626,733
Accumulated deficit			(21,755,718	)		(15,978,599	)
	Total stockholders' equity (deficiency)		(4,914,695	)		3,042,683
		$	25,150,551		$	24,031,396

See accompany summary of accounting policies and notes to financial statements.

F-3

STRATUS SERVICES GROUP, INC.

Statements of Operations

		Years Ended September 30,
		2003			2002			2001
Revenues		$	76,592,209		$	45,859,801		$	29,274,041
Cost of revenues			65,186,431			37,624,716			22,122,318
Gross profit			11,405,778			8,235,085			7,151,723
Selling, general and administrative expenses			13,309,072			11,114,340			9,866,505
Loss on impairment of goodwill			—			300,000			700,000
Other charges			753,000			140,726			375,306
Operating (loss) from continuing operations			(2,656,294	)		(3,319,981	)		(3,790,088	)
Other income (expenses)
	Finance charges		—			—			(54,991	)
	Interest and financing costs		(1,887,900	)		(1,689,635	)		(1,707,730	)
	(Loss) on sale of investment		—			(2,159,415	)		—
	Other income (expense)		111,062			83,398			(47,963	)
			(1,776,838	)		(3,765,652	)		(1,810,684	)
(Loss) from continuing operations before income taxes			(4,433,132	)		(7,085,633	)		(5,600,772	)
Income taxes			—			—			340,000
(Loss) from continuing operations			(4,433,132	)		(7,085,633	)		(5,940,772	)
Discontinued operations—earnings (loss) from discontinued operations			(1,322,967	)		(1,060,008	)		93,315
Gain (loss) on sale of discontinued operations			(21,020	)		1,759,056			—
Net (loss)			(5,777,119	)		(6,386,585	)		(5,847,457	)
Dividends and accretion on preferred stock			(1,629,874	)		(1,041,810	)		(63,000	)
Net (loss) attributable to common stockholders		$	(7,406,993	)	$	(7,428,395	)	$	(5,910,457	)
	Basic:
	Earnings (loss) from continuing operations	$	(.34	)	$	(.77	)	$	(1.00	)
	Earnings from discontinued operations		(.08	)		.07			.01
	Net earnings (loss)	$	(.42	)	$	(.70	)	$	(.99	)
	Diluted:
	Earnings (loss) from continuing operations	$	(.34	)	$	(.77	)	$	(1.00	)
	Earnings from discontinued operations		(.08	)		.07			.01
	Net earnings (loss)	$	(.42	)	$	(.70	)	$	(.99	)
Weighted average shares, outstanding per common share
	Basic		17,510,918			10,555,815			5,996,134
	Diluted		17,510,918			10,555,815			5,996,134

See accompany summary of accounting policies and notes to financial statements.

F-4

STRATUS SERVICES GROUP, INC.

Statements of Cash Flows

				Years Ended September 30,
				2003			2002			2001
Cash flows from operating activities
	Net earnings (loss) from continuing operations			$	(4,433,132	)	$	(7,085,633	)	$	(5,940,772	)
	Net earnings (loss) from discontinued operations				(1,343,987	)		699,048			93,315
	Adjustments to reconcile net earnings (loss) to net cash used by operating activities
		Depreciation			538,386			510,059			409,860
		Amortization			393,982			565,427			359,134
		Provision for doubtful accounts			875,000			1,658,000			661,000
		Loss on impairment of goodwill			—			400,000			700,000
		Deferred financing costs amortization			1,608			405,471			209,897
		Loss on sale of investment			—			2,159,415			—
		Gain (loss) on extinguishments of convertible debt			—			(3,277	)		70,560
		Accrued penalties on Series B Convertible Preferred Stock						28,080			—
		(Gain) loss on sales of discontinued operations			21,020			(1,759,056	)		—
		Deferred taxes			—			—			340,000
		Interest expense amortization for the intrinsic value of the beneficial conversion feature of convertible debentures			—			104,535			1,146,463
		Common stock and warrants issued for fees			47,000			—			—
		Imputed interest			66,832			—			—
		Accrued interest			80,336			106,687			64,410
		Compensation—stock options			—			—			67,900
	Changes in operating assets and liabilities
		Due from factor/accounts receivable			(3,134,505	)		(2,796,986	)		(2,347,247	)
		Prepaid insurance			437,616			(1,273,053	)		(1,003,604	)
		Prepaid expenses and other current assets			153,589			(26,455	)		201,023
		Other assets			(5,229	)		(5,111	)		(65,652	)
		Insurance obligation payable			(30,569	)		(421,385	)		182,360
		Accrued payroll and taxes			644,967			366,891			356,375
		Payroll taxes payable			2,560,734			1,630,854			417,310
		Accounts payable and accrued expenses			694,221			1,057,157			1,672,204
			Total adjustments		3,344,988			2,707,253			3,441,993
					(2,432,131	)		(3,679,332	)		(2,405,464	)
Cash flows (used in) investing activities
	Purchase of property and equipment				(243,995	)		(322,748	)		(755,801	)
	Proceeds from sale of investment				—			206,631			—
	Payments for business acquisitions				(61,644	)		(336,726	)		(1,218,674	)
	Net proceeds from sale of discontinued operations				1,120,770			1,709,079			—
	Costs incurred in connection with investment				—			—			(17,046	)
	Collection of notes receivable				4,594			—			—
	Loans receivable				—			—			(40,500	)
					819,725			1,256,236			(2,032,021	)
Cash flows from financing activities
	Payments of registration costs				(374,365	)		—			—
	Proceeds from issuance of common stock				—			222,083			1,412,772
	Proceeds from issuance of preferred stock				1,442,650			1,932,131			—
	Proceeds from loans payable				879,000			1,729,898			255,000
	Payments of loans payable				(636,391	)		(1,073,440	)		(70,180	)
	Proceeds from loans payable—related parties				587,337			166,000			160,000
	Payments of loans payable—related parties				(200,000	)		(50,000	)		—
	Payments of notes payable—acquisitions				(687,775	)		(1,117,001	)		(320,394	)
	Net proceeds from line of credit				573,158			432,536			2,065,156

F-5

	Net proceeds from convertible debt		—			327,775			2,664,239
	Redemption of convertible debt		—			(302,896	)		(2,222,883	)
	Proceeds from temporary equity—put options		—			—			60,000
	Cash overdraft		(32,444	)		731,501			—
	Cost in connection with common stock issued for acquisition		—			(2,000	)		—
	Redemption of preferred stock		—			(455,000	)		—
	Purchase of treasury stock		—			—			(265,125	)
	Dividends paid		(47,657	)		(11,667	)		—
			1,503,513			2,413,920			3,578,585
Net change in cash and cash equivalents			(108,893	)		(9,176	)		(858,900	)
Cash and cash equivalents—beginning			162,646			171,822			1,030,722
Cash and cash equivalents—ending		$	53,753		$	162,646		$	171,822
Supplemental disclosure of cash paid
	Interest	$	2,042,821		$	1,937,930		$	739,872
Schedule of noncash investing and financing activities
	Fair value of assets acquired	$	1,266,519		$	1,816,727		$	4,568,674
	Less: cash paid		(176,644	)		(336,727	)		(1,218,674	)
	Less: common stock and put options issued		—			(380,000	)		(800,000	)
	Liabilities assumed	$	1,089,875		$	1,100,000		$	2,550,000
	Purchase of treasury stock in exchange for loans	$	—		$	—		$	402,000
	Issuance of common stock in exchange for investment	$	—		$	—		$	61,000
	Issuance of common stock upon conversion of convertible debt	$	—		$	736,003		$	542,500
	Issuance of Series E Preferred Stock in exchange for Series H Preferred Stock	$	508,250		$	—		$	—
	Issuance of Series B Preferred Stock in exchange for convertible and other debt (including $160,000 loans payable—related parties)	$	—		$	1,016,499		$	—
	Issuance of Series E Preferred Stock in exchange for Series B Preferred Stock	$	—		$	875,210		$	—
	Issuance of common stock in exchange for accounts payable and accrued expenses	$	37,500		$	59,000		$	—
	Issuance of common stock for fees	$	27,500
	Issuance of common stock upon conversion of convertible preferred stock	$	925,000		$	—		$	—
	Issuance of Series E Preferred Stock in exchange for penalties	$	362,792		$	—		$	—
	Issuance of Series F Preferred Stock in exchange for accrued dividends	$	84,943		$	—		$	—
	Issuance of warrants for fees	$	19,500		$	55,000		$	—
	Issuance of preferred stock in exchange for investment	$	—		$	—		$	1,592,000
	Issuance of preferred stock for fees in connection with private placement ($410,000) and investment ($727,000)	$	—		$	—		$	1,137,000
	Issuance of common stock for fees in connection with private placement and investment	$	—		$	—		$	30,000
	Cumulative dividends and accretion on preferred stock	$	1,582,217		$	1,030,143		$	63,000

See accompanying summary of accounting policies and notes to financial statements.

F-6

STRATUS SERVICES GROUP, INC.

Statement of Stockholders' Equity (Deficiency)

				Common Stock					Preferred Stock
	Total			Amount			Shares		Amount		Shares
Balance—September 30, 2000	$	6,799,445		$	57,120		5,712,037		$	—	—
Net (loss)		(5,847,457	)		—		—			—	—
Unrealized loss on securities available for sale		(1,200,000	)		—		—			—	—
Dividend and accretion on preferred stock		(63,000	)		—		—			—	—
Purchase and retirement of treasury stock		(15,125	)		(33	)	(3,333	)		—	—
Purchase of treasury stock		(652,000	)		—		—			—	—
Beneficial conversion feature of convertible debt		1,213,747			—		—			—	—
Warrants issued in connection with issuance of convertible debt		88,000			—		—			—	—
Compensation expense in connection with stock options granted (no tax effect)		67,900			—		—			—	—
Beneficial conversion feature of convertible debt redeemed		(631,881	)		—		—			—	—
Conversion of convertible debt		429,448			5,194		519,394			—	—
Issuance of common stock in connection with acquisition		—			4,000		400,000			—	—
Proceeds from the private placements of common stock (net of costs of $432,228) for cash		1,002,772			14,497		1,449,666			—	—
Issuance of shares for services provided		30,000			300		30,000			—	—
Issuance of stock in exchange for investment		61,000			500		50,000			—	—
Issuance of stock with put options		—			600		60,000			—	—
Balance—September 30, 2001	$	1,282,849		$	82,178		8,217,764		$	—	—

See accompanying summary of accounting policies and notes to financial statements.

F-7

	Treasury Stock			Additional Paid-In Capital			Deferred Compensation			Accumulated Other Comprehensive Loss			Accumulated Deficit
Balance—September 30, 2000	$	—		$	10,554,782		$	(67,900	)		—		$	(3,744,557	)
Net (loss)		—			—			—			—			(5,847,457	)
Unrealized loss on securities available for sale		—			—			—			(1,200,000	)		—
Dividend and accretion on preferred stock		—			(63,000	)		—			—			—
Purchase and retirement of treasury stock		—			(15,092	)		—			—			—
Purchase of treasury stock		(652,000	)		—			—			—			—
Beneficial conversion feature of convertible debt		—			1,213,747			—			—			—
Warrants issued in connection with issuance of convertible debt		—			88,000			—			—			—
Compensation expense in connection with stock options granted (no tax effect)		—			—			67,900			—			—
Beneficial conversion feature of convertible debt redeemed		—			(631,881	)		—			—			—
Conversion of convertible debt		652,000			(227,746	)		—			—			—
Issuance of common stock in connection with acquisition		—			(4,000	)		—			—			—
Proceeds from the private placements of common stock (net of costs of $432,228) for cash		—			988,275			—			—			—
Issuance of shares for services provided		—			29,700			—			—			—
Issuance of stock in exchange for investment		—			60,500			—			—			—
Issuance of stock with put options		—			(600	)		—			—			—
Balance—September 30, 2001	$	—		$	11,992,685		$	—		$	(1,200,000	)	$	(9,592,014	)

See accompanying summary of accounting policies and notes to financial statements.

F-8

				Common Stock			Preferred Stock
	Total			Amount		Shares	Amount			Shares
Net (loss)		(6,386,585	)		—	—		—			—
Dividend and accretion on preferred stock		(135,667	)		—	—		906,143			—
Beneficial conversion feature of convertible debt and convertible preferred stock		136,000			—	—		(695,000	)		—
Beneficial conversion feature of convertible debt redeemed		(69,541	)		—	—		—			—
Conversion of convertible debt		736,003			25,375	2,537,479		—			—
Issuance of common stock in connection with acquisition		378,000			4,000	400,000		—			—
Proceeds from the private placements of common stock (net of costs of $9,750) for cash		222,083			2,777	277,724		—			—
Issuance of warrants for services provided		55,000			—	—		—			—
Issuance of Series B preferred stock in exchange for loans payable		934,907			—	—		1,016,499			203,300
Issuance of common stock in exchange for accounts payable and accrual expenses		59,000			896	89,600		—			—
Proceeds from the issuance of preferred stock (net of costs $402,870) for cash		2,162,131			—	—		2,565,001			82,650
Redemption of Series B Preferred Stock		(455,000	)		—	—		(455,000	)		(91,000	)
Redemption of convertible debt		(20,577	)		—	—		—			—
Reclassification adjustment for loss on securities available for sale included in net income		1,200,000			—	—		—			—
Reclassification of Series A Preferred Stock to Stockholders' Equity		2,916,000			—	—		2,916,000			1,458,933
Conversion of Series B Preferred Stock to Series E Preferred Stock		28,080			—	—		28,080			(163,267	)
Forgiveness of dividends on Series B Preferred Stock		—		$	—	—	$	(2,400	)		—
Balance—September 30, 2002	$	3,042,683		$	115,226	11,522,567	$	6,279,323		$	1,490,616

See accompanying summary of accounting policies and notes to financial statements.

F-9

	Treasury Stock		Additional Paid-In Capital			Deferred Compensation		Accumulated Other Comprehensive Loss		Accumulated Deficit
Net (loss)		—		—			—		—		(6,386,585	)
Dividend and accretion on preferred stock		—		(1,041,810	)		—		—		—
Beneficial conversion feature of convertible debt and convertible preferred stock		—		831,000			—		—		—
Beneficial conversion feature of convertible debt redeemed		—		(69,541	)		—		—		—
Conversion of convertible debt		—		710,628			—		—		—
Issuance of common stock in connection with acquisition		—		374,000			—		—		—
Proceeds from the private placements of common stock (net of costs of $9,750) for cash		—		219,306			—		—		—
Issuance of warrants for services provided		—		55,000			—		—
Issuance of Series B preferred stock in exchange for loans payable		—		(81,592	)		—		—		—
Issuance of common stock in exchange for accounts payable and accrual expenses		—		58,104			—		—		—
Proceeds from the issuance of preferred stock (net of costs $402,870) for cash		—		(402,870	)		—		—		—
Redemption of Series B Preferred Stock		—		—			—		—		—
Redemption of convertible debt		—		(20,577	)		—		—		—
Reclassification adjustment for loss on securities available for sale included in net income		—		—			—		1,200,000		—
Reclassification of Series A Preferred Stock to Stockholders' Equity		—		—			—		—		—
Conversion of Series B Preferred Stock to Series E Preferred Stock		—		—			—		—		—
Forgiveness of dividends on Series B Preferred Stock		—		2,400			—		—		—
Balance—September 30, 2002	$	—	$	12,626,733		$	—	$	—	$	(15,978,599	)

See accompanying summary of accounting policies and notes to financial statements.

F-10

				Common Stock			Preferred Stock
	Total			Amount		Shares	Amount			Shares
Net (loss)		(5,777,119	)		—	—		—		—
Dividend and accretion on preferred stock		(47,657	)		—	—		1,582,217		—
Beneficial conversion feature of convertible debt and convertible preferred stock		—			—	—		(711,000	)	—
Issuance of common stock for fees		27,500			1,000	100,000		—		—
Conversion of Series E Preferred Stock for Common Stock		—			59,224	5,922,471		(725,700	)	(7,352	)
Conversion of Series F Preferred Stock for Common Stock		—			20,000	2,000,000		(200,000	)	(2,000	)
Issuance of warrants for services provided		19,500			—	—		—		—
Issuance of Series E preferred stock in exchange for loans payable		100,000			—	—		100,000		1,000
Issuance of common stock in exchange for accounts payable and accrual expenses		37,500			2,500	250,000		—		—
Proceeds from the issuance of Series E Preferred Stock (net of costs $543,600) for cash		1,492,650			—	—		2,036,250		20,362
Issuance of Series E Preferred Stock for penalties		—			—	—		362,792		3,628
Issuance of Series E Preferred Stock for accrued penalties		—			—	—		—		849
Conversion of Series H Preferred Stock for Series E Preferred Stock (including $8,750 of accrued dividends)		—			—	—		—		87
Reclassification of Series A Preferred Stock to Liabilities		(3,809,752	)		—	—		(3,809,752	)	(1,458,933	)
Balance—September 30, 2003	$	(4,914,695	)	$	197,950	19,795,038	$	4,914,130		48,257

See accompanying summary of accounting policies and notes to financial statements.

F-11

	Treasury Stock		Additional Paid-In Capital			Deferred Compensation		Accumulated Other Comprehensive Loss		Accumulated Deficit
Net (loss)		—		—			—		—		(5,777,119	)
Dividend and accretion on preferred stock		—		(1,629,874	)		—		—		—
Beneficial conversion feature of convertible debt and convertible preferred stock		—		711,000			—		—		—
Issuance of common stock for fees		—		26,500			—		—		—
Conversion of Series E Preferred Stock for Common Stock		—		666,476			—		—		—
Conversion of Series F Preferred Stock for Common Stock		—		180,000			—		—		—
Issuance of warrants for services provided		—		19,500			—		—		—
Issuance of Series E preferred stock in exchange for loans payable		—		—			—		—		—
Issuance of common stock in exchange for accounts payable and accrual expenses		—		35,000			—		—		—
Proceeds from the issuance of Series E Preferred Stock (net of costs $543,600) for cash		—		(543,600	)		—		—		—
Issuance of Series E Preferred Stock for penalties		—		(362,792	)		—		—		—
Issuance of Series E Preferred Stock for accrued dividends		—		—			—		—		—
Conversion of Series H Preferred Stock for Series F Preferred Stock (including $8,750 of accrued dividends)		—		—			—		—		—
Reclassification of Series A Preferred Stock to Liabilities		—		—			—		—		—
Balance—September 30, 2003	$	—	$	11,728,943		$	—	$	—	$	(21,755,718	)

See accompanying summary of accounting policies and notes to financial statements.

F-12

STRATUS SERVICES GROUP, INC.

Statements of Comprehensive Income

	Years Ended September 30,
	2003			2002			2001
Net (loss)	$	(5,777,119	)	$	(6,386,585	)	$	(5,847,457	)
Unrealized loss on securities available for sale		—			—			(1,200,000	)
Reclassification adjustment for loss on securities available for sale included in net income		—			1,200,000			—
Comprehensive income (loss)	$	(5,777,119	)	$	(5,186,585	)	$	(7,047,457	)

See accompanying summary of accounting policies and notes to financial statements.

F-13

STRATUS SERVICES GROUP, INC.

Notes to Financial Statements

Note 1—Nature of Operations and Summary of Significant Accounting Policies

Operations

        Stratus Services Group, Inc. (the "Company") is a national provider of staffing and productivity consulting services. As of September 30, 2003, the Company operated a network of 31 offices in 8 states.

        The Company operates as one business segment. The one business segment consists of its traditional staffing services and SMARTSolutions™, a structured program to monitor and enhance the production of a client's labor resources. The Company's customers are in various industries and are located throughout the United States. Credit is granted to substantially all customers. No collateral is maintained.

Basis of Presentation

        The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company incurred significant losses from continuing operations of $4,433,00 and $7,086,000 during the years ended September 30, 2003 and 2002, respectively and has a working capital deficit of $7,979,000 at September 30, 2003. These factors, among others, indicate that the Company may be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

        Management recognizes that the Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to allow it to satisfy its obligations on a timely basis, to fund the operation and capital needs, and to obtain additional financing as may be necessary.

        Management of the Company has taken steps to revise and reduce its operating requirements, which it believes will be sufficient to assure continued operations and implementation of the Company's plans. The steps include closing or selling branches that are not profitable, consolidating branches and reductions in staffing and other selling, general and administrative expense.

        The Company continues to pursue other sources of equity or long-term debt financings. The Company also continues to negotiate payment plans and other accommodations with its creditors.

Revenue Recognition

        The Company recognizes revenue as the services are performed by its workforce. The Company's customers are billed weekly. At balance sheet dates, there are accruals for unbilled receivables and related compensation costs.

        The following summarizes revenues:

	Years Ended September 30,
	2003		2002		2001
Staffing	$	76,011,503	$	45,153,269	$	28,435,796
Payrolling		580,706		706,532		838,245
	$	76,592,209	$	45,859,801	$	29,274,041

F-14

        Unlike traditional staffing services, under a payrolling arrangement, the Company's customer recruits and identifies individuals for the Company to hire to provide services to the Customer. The Company becomes the statutory employer although the customer maintains substantially all control over those employees. Accordingly, Emerging Issues Task Force ("EITF") 99-19, "Reporting revenue Gross as a Principal versus Net as an Agent" requires that the Company does not reflect the direct payroll costs paid to such employees in revenues and costs of revenue.

Use of Estimates

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

Cash Equivalents and Concentration of Cash

        The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Comprehensive Income (Loss)

        Comprehensive income (loss) is the total of net income (loss) and other non-owner changes in equity including unrealized gains or losses on available-for-sale marketable securities.

Earnings/Loss Per Share

        The Company utilizes Statement of Financial Accounting Standards No. 128 "Earnings Per Share," (SFAS 128), whereby basic earnings per share ("EPS") excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS assumes conversion of dilutive options and warrants, and the issuance of common stock for all other potentially dilutive equivalent shares outstanding.

F-15

        Following is a reconciliation of the numerator and denominator of Basic EPS to the numerator and denominator of Diluted EPS for all years presented.

		Years Ended September 30,
		2003			2002			2001
Numerator:
Basic EPS
	Net earnings (loss)	$	(5,777,119	)	$	(6,386,585	)	$	(5,847,457	)
	Dividends and accretion on preferred stock		1,629,874			1,041,810			63,000
Net earnings (loss) attributable to common stockholders		$	(7,406,993	)	$	(7,428,395	)	$	(5,910,457	)
Denominator:
Basic EPS
	Weighted average shares outstanding		17,510,918			10,555,815			5,996,134
	Per share amount	$	(.42	)	$	(.70	)	$	(.99	)
Effect of stock options and warrants			—			—			—
Dilutive EPS
	Weighted average shares outstanding including incremental shares		17,510,918			10,555,815			5,996,134
	Per share amount	$	(.42	)	$	(.70	)	$	(.99	)

Investment

        The investment represented securities available for sale which were stated at fair value. Unrealized holding gains and losses were reflected as a net amount in accumulated other comprehensive loss until realized. The entire investment, which consisted of an investment in a publicly-traded foreign company (see Note 4), was sold in the year ended September 30, 2002 at a gross realized loss of $2,159,415. There were no gross realized gains and losses on sales of available-for-sale securities for the years ended September 30, 2003 and 2001.

F-16

Property and Equipment

        Property and equipment is stated at cost, less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets as follows:

	Method	Estimated Useful Life
Furniture and fixtures	Declining balance	5 years
Office equipment	Declining balance	5 years
Computer equipment	Straight-line	5 years
Computer software	Straight-line	3 years
Vans	Straight-line	5 years

Goodwill

        Effective October 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142. "Goodwill and other Intangible Assets." The provisions at SFAS No. 142 require that intangible assets not subject to amortization and goodwill be tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Amortization of goodwill and intangible assets with indefinite lives, including such assets recorded in past business combinations, ceased upon adoption. Thus no amortization for such goodwill was recognized in the accompanying statement of operations for the year ended September 30, 2003, compared to $289,177 and $332,636 for the years ended September 30, 2002 and 2001, respectively.

        In order to assess the fair value of our goodwill as of the adoption date, we engaged an independent valuation firm to assist in determining the fair value. The valuation process appraised our assets and liabilities using a combination of present value and multiple of earnings valuation techniques. Based upon the results of the valuations it was determined that there was no impairment of goodwill.

        Prior to the adoption of SFAS No. 142 on October 1, 2002, the Company amortized goodwill over its estimated useful life of fifteen years and evaluated goodwill for impairment in conjunction with its other long-lived assets. In this connection, the Company recorded charges of $400,000 and $700,000 in the years ended September 30, 2002 and 2001, respectively. $100,000 has been reclassified to discontinued operations in the year ended September 30, 2002. The steady decline in revenue and earnings of certain previously acquired business units and in the case of one business unit, the loss of a major customer, required that the Company adjust the carrying value of the goodwill.

Factoring

        The Company's factoring agreement (see Note 5) with a financing institution ("factor") had been accounted for as a sale of receivables under Statement of Financial Accounting Standards No. 125 "Accounting for Transfers and Services of Financial Assets and Extinguishment of Liabilities." ("SFAS" No. 125).

F-17

Fair Values of Financial Instruments

        Fair values of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate cost due to the short period of time to maturity. Fair values of long-term debt, which have been determined based on borrowing rates currently available to the Company for loans with similar terms or maturity, approximate the carrying amounts in the financial statements.

Stock-Based Compensation

        The Company accounts for stock-based compensation issued to its employees and directors in accordance with Accounting Principle Board No. 25, "Accounting for Stock Issued to Employees," and has elected to adopt the "disclosure only" provisions of SFAS No. 123 as amended by provisions of SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require new permanent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used in reported results.

        For SFAS No. 148 purposes, the fair value of each option granted is estimated as of the date of grant using the Black-Scholer option pricing model with the following weighted average assumptions used:

	Years Ended September 30,
	2003	2002	2001
Risk-free interest rate	4%	4%	5%
Dividend yield	0%	0%	0%
Expected life	4 - 7 years	4 - 7 years	4 - 7 years
Volatility	100%	100%	84%

F-18

        If the Company had elected to recognize the compensation costs of its stock option plans based on the fair value of the awards under those plans in accordance with SFAS No. 148, net loss and loss per share would have been adjusted to the proforma amounts below:

	Years Ended September 30,
	2003			2002			2001
Net (loss) attributable to common stockholders, as reported	$	(7,406,993	)	$	(7,428,395	)	$	(5,910,457	)
Deduct:
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(1,974,862	)		(2,392,090	)		(2,136,353	)
Pro forma net (loss) attributable to common stockholders	$	(9,381,855	)	$	(9,820,485	)	$	(8,046,810	)
(Loss) from continuing operations per common share attributable to common stockholders:
Basic—as reported	$	(.42	)	$	(.70	)	$	(.99	)
Basic—pro forma	$	(.54	)	$	(.93	)	$	(1.35	)
Diluted—as reported	$	(.42	)	$	(.70	)	$	(.99	)
Basic—pro forma	$	(.54	)	$	(.93	)	$	(1.35	)

Income Taxes

        The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Advertising Costs

        Advertising costs are expensed as incurred. The expenses for the years ended September 30, 2003, 2002 and 2001 were $136,000, $122,000 and $143,000, respectively, and are included in selling, general and administrative expenses.

Impairment of Long-Lived Assets

        The Company evaluates the recoverability of its long-lived assets in accordance with Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets.

F-19

New Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board (the "FASB") issued SFAS No. 141, "Business Combinations." SFAS No. 141 establishes new standards for accounting and reporting requirements for business combinations and requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also requires that acquired intangible assets be recognized as assets apart from goodwill if they meet one of the two specified criteria. Additionally, the statement adds certain disclosure requirements to those required by APB 16, including disclosure of the primary reasons for the business combination and the allocation of the purchase price paid to the assets acquired and liabilities assumed by major balance sheet caption. This statement is required to be applied to all business combinations initiated after June 30, 2001 and to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001 or later. Use of the pooling-of-interests method is prohibited. The adoption of SFAS No. 141 did not have an impact on the Company's financial condition or results of operations.

        In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142, which must be applied to fiscal years beginning after December 15, 2001, modifies the accounting and reporting of goodwill and intangible assets. The pronouncement requires entities to discontinue the amortization of goodwill, reallocate all existing goodwill among its reporting segments based on criteria set by SFAS No. 142, and perform initial impairment tests by applying a fair-value-based analysis on the goodwill in each reporting segment. Any impairment at the initial adoption date shall be recognized as the effect of a change in accounting principle. Subsequent to the initial adoption, goodwill shall be tested for impairment annually or more frequently if circumstances indicate a possible impairment.

        Under SFAS No. 142, entities are required to determine the useful life of other intangible assets and amortize the value over the useful life. If the useful life is determined to be indefinite, no amortization will be recorded. For intangible assets recognized prior to the adoption of SFAS No. 142, the useful life should be reassessed. Other intangible assets are required to be tested for impairment in a manner similar to goodwill. The Company adopted SFAS No. 142 and completed a transitional impairment test, as required by SFAS No. 142, and determined that there was no impairment of goodwill as of October 1, 2002.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets for the Long-Lived Assets to be Disposed of." SFAS No. 144 retains the requirements of SFAS No. 121 to (a) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and the fair value of the asset. SFAS No. 144 removes goodwill from its scope. SFAS No. 144 is applicable to financial statements issued for fiscal years beginning after December 15, 2001, or for our fiscal year ending September 30, 2003. The adoption of SFAS No. 144 did not have any material adverse impact on the Company's financial position or results of our operations.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" which nullifies EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal

F-20

activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at the date of an entity's commitment to an exit plan. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material impact on the Company's financial position and results of operations.

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." Interpretation 46 changes the criteria by which one company includes another entity in its consolidated financial statements. Previously, the criteria were based on control through voting interest. Interpretation 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. A company that consolidates a variable interest entity is called the primary beneficiary of that entity. The consolidation requirements of Interpretation 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period ending after December 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company does not expect the adoption to have a material impact on the Company's financial position or results of operations.

        In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS 33 on Derivative Instruments and Hedging Activities." SFAS No. 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to SFAS No. 33 in its entirety, or as hybrid instruments with debt host contracts and embedded derivative features. In addition, SFAS No. 149 clarifies the definition of a derivative by providing guidance on the meaning of initial net investments related to derivatives. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The Company does not expect that the adoption of SFAS No. 149 will have an impact on its financial position, results of operations or cash flows.

        In May 2003, the FASB issued FASB Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity and requires that those instruments be classified as liabilities (or assets in certain circumstances) in statements of financial position. This statement affects the issuer's accounting for three types of freestanding financial instruments including (1) mandatorily redeemable shares that are required to be redeemed at a specified or determinable date or upon an event certain to occur, (2) put options and forward purchase contracts, which involves financial instruments embodying an obligation that the issuers must or could choose to settle by issuing a variable number of its shares or other equity instruments based solely on something other than the issuer's own equity shares and (3) certain obligations that can be settled with shares, the monetary value of which is (i) fixed, tied solely or predominantly to a variable such as a market index, or (ii) varies inversely with the value of the issuers' shares. For public companies, SFAS No. 150 became effective at the beginning of the first interim period beginning after June 15, 2003. As a result of SFAS No. 150, the Company has classified put options that were previously classified as "Temporary equity" and its Series A redeemable convertible preferred stock as liabilities at September 30, 2003.

F-21

Reclassifications

        Certain prior year financial statement amounts have been reclassified to be consistent with the presentation for the current year.

Note 2—Acquisitions

        On October 27, 2000, the Company purchased substantially all of the tangible and intangible assets, excluding accounts receivable, of seven offices of Tandem, a division of Outsource International, Inc. The initial purchase price for the assets was $125,000; of which $50,000 was paid in cash at the closing and the remaining $75,000 was represented by a promissory note secured by the assets purchased by the Company. The note was payable in twenty-four equal monthly installments of principal and interest at a variable rate of prime plus two percent beginning December 1, 2000. In January 2001, the Company exercised an option to repay the outstanding balance of the note plus $175,000 in lieu of an earnout payment of thirty percent of the Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") of the acquired business for a two-year period.

        The excess of cost paid over net assets acquired resulted in goodwill of $855,718, computed as follows:

Net assets acquired
	Furniture and equipment	$	31,650
	Accrued holiday and vacation pay		(21,758	)
			9,892
Amounts paid
	Cash		50,000
	Note payable		75,000
	Earnout payable		175,000
	Finder's fees ($511,250) and professional fees paid to third parties		565,610
			865,610
	Excess of amounts paid over net assets acquired—goodwill	$	855,718

        On January 2, 2001, the Company purchased substantially all of the tangible and intangible assets of Cura Staffing, Inc. and The WorkGroup Professional Services, Inc. The purchase price was $175,000 of which $100,000 was paid in cash at the closing and the remaining $75,000 was represented by a 90-day promissory note for $50,000 and $25,000 payable $5,000 a month beginning after the payment of the 90-day promissory note. The promissory note bore interest at 6% a year.

F-22

        The excess of cost paid over net assets acquired resulted in goodwill of $228,144, computed as follows:

Net assets acquired
	Furniture and equipment	$	11,000
	Accrued holiday and vacation pay		(12,000	)
			(1,000	)
Amounts paid
	Cash		100,000
	Note payable and other payables		75,000
	Finder's fees ($25,000) and professional fees paid to third parties		52,144
			227,144
Excess of amounts paid over net assets acquired—goodwill		$	228,144

        On July 27, 2001, the Company purchased substantially all of the tangible and intangible assets, excluding accounts receivable of the clerical and light industrial staffing division of Source One Personnel, Inc. ("Source One"). As a result of the acquisition, the Company has expanded its presence in the Philadelphia to New York corridor.

        The initial purchase price for the assets was $3,400,000, of which $200,000 in cash, and 400,000 shares of the Company's restricted common stock were paid at the closing and the remaining $2,400,000 was represented by two promissory notes. In addition, Source One is entitled to earnout payments based upon the acquired business achieving certain performance levels during each of the three fiscal years beginning October 1, 2001. There was no earnout payment due for the years ended September 30, 2003 and 2002. There was an additional $42,163 of costs paid to third parties in connection with the acquisition. The first note, representing $600,000, was payable in one installment of $600,000 plus accrued interest at 7% per year, at 180 days after the closing. The second note, representing $1,800,000 bears interest at 7% per year and is payable over a four-year period in equal quarterly payments beginning 120 days after the closing. Source One had agreed to allow the Company to defer the payment of the first note and the February 2002 installment of the second note until the earlier of the receipt of the proceeds from the sale of the Company's Engineering Division (see Note 4) or April 30, 2002. In June 2002, Source One agreed to forbear from exercising remedies against the Company until June 30, 2002. On July 31, 2002, the Company cured all payment defaults under the first and second notes. In exchange for the forbearance, the Company issued 250,000 shares of its restricted Common Stock to Source One. Source One has a put option to sell 400,000 shares back to the Company at $2 per share between 24 months after the closing and final payment of the second note, but not less than 48 months (see Note 17).

F-23

        The following table summarizes the fair value of the assets acquired at the date of acquisition based upon a third-party valuation of certain intangible assets:

Property and Equipment	$	105,000
Intangible assets		636,300
Goodwill		2,700,863
Total assets acquired	$	3,442,163

        Of the $636,300 of intangible assets, $127,300 was assigned to a covenant-not-to-compete and $509,000 was assigned to the customer list. The intangible assets are being amortized over their estimated useful life of four years. Goodwill is not being amortized under the provision of SFAS No. 142. All of the goodwill is expected to be deductible for tax purposes.

        Effective January 1, 2002, the Company purchased substantially all of the tangible and intangible assets, excluding accounts receivable, of seven offices of Provisional Employment Solutions, Inc. ("PES"). The initial purchase price was $1,480,000, represented by a $1,100,000 promissory note and 400,000 shares of the Company's common stock. There was an additional $334,355 of costs paid to third parties in connection with the acquisitions. In addition, PES is entitled to earnout payments of 15% of pretax profit of the acquired business up to a total of $1.25 million or the expiration of ten years, whichever occurs first. There was no earnout payment due for the years ended September 30, 2003 and 2002. The note bears interest at 6% a year and is payable over a ten-year period in equal quarterly payments.

        The following table summarizes the fair value of the assets acquired at the date of acquisition based upon a third-party valuation of certain intangible assets:

Property and Equipment	$	42,000
Intangible assets		468,596
Goodwill		1,306,131
Total assets acquired	$	1,816,727

        Of the $468,596 of intangible assets, $85,880 was assigned to covenant-not-to-compete and $382,716 was assigned to the customer list. The intangible assets are being amortized over their estimated useful life of two to four years. Goodwill is not being amortized under the provision of SFAS No. 142. All of the goodwill is expected to be deductible for tax purposes.

F-24

        Effective as of December 1, 2002, (the "Effective Date"), the Company purchased substantially all of the tangible and intangible assets, excluding accounts receivable, of six offices of Elite Personnel Services ("Elite"), a California corporation. The Elite branches provide temporary light industrial and clerical staffing in six business locations in California and Nevada. The Company also took over Elite's Downey, California office, from which Elite serviced no accounts but which it utilized as a corporate office. The company intends to continue to utilize the Downey office as a regional corporate facility. The acquisition of Elite furthers the Company's expansion into the California staffing market. Pursuant to the terms of an Asset Purchase Agreement between the Registrant and Elite dated November 19, 2002 (the "Asset Purchase Agreement"), the purchase price payable at closing (the "Base Purchase Price") for the assets was $1,264,000, all of which was represented by an unsecured promissory note. In addition to the Base Purchase Price, Elite will also receive as a deferred purchase price, an amount equal to 10% of the annual "Gross Profits" as defined in the Asset Purchase Agreement of the acquired business between $2,500,000 and $3,200,000, and 15% of the annual Gross Profits of the acquired business in excess of $3,200,000 for a period of two years from the Effective Date. The note includes a stated imputed interest at 4% per year and is payable over an eight-year period in equal monthly payments beginning 30 days after the Effective Date. In connection with the transaction, Elite, its President and other key management members entered into non-competition and non-solicitation agreements pursuant to which they agreed not to compete with the Registrant in the territories of the acquired business for periods ranging from twelve months to five years, and to not solicit the employees or customers of the acquired business for periods ranging from twelve months to five years.

        For financial accounting purposes, interest on the note has been imputed at a rate of 11% per year. Accordingly, the note and Base Purchase Price has been recorded at $845,875. In accordance with SFAS No. 141, "Business Combinations" the contingent portion of the purchase price has been recognized as a liability to the extent that the net acquired assets exceed the purchase price. Accordingly, $244,000 is included in "Accounts payable and accrued expenses" on the attached balance sheet as of September 30, 2003. There was an additional $176,644 of costs paid to third parties in connection with the acquisition.

        The following summarizes the fair value of the assets acquired at the date of acquisition based upon a third-party valuation of certain intangible assets:

Property and Equipment	$	75,000
Covenant-not-to-compete		19,500
Customer list		1,172,019
Total assets acquired	$	1,266,519

        The covenant-not-to-compete and customer list are being amortized over their estimated useful life of five and seven years, respectively.

        The above acquisitions have been accounted for as purchases. The results of operations are included in the Company's statements of operations from the effective date of acquisition.

        The unaudited pro forma results of operations presented below assume that the acquisitions had occurred at the beginning of fiscal 2002. This information is presented for informational purposes only

F-25

and includes certain adjustments such as goodwill amortization resulting from the acquisitions and interest expense related to acquisition debt.

		Unaudited Year Ending September 30,
		2003			2002
Revenues		$	82,170,209		$	75,194,801
Net (loss) from continuing operations attributable to common stockholders			(6,003,032	)		(8,513,443	)
Net (loss) per share attributable to common stockholders
	Basic	$	(.34	)	$	(.81	)
	Diluted	$	(.34	)	$	(.81	)

        The maturities on notes payable-acquisitions are as follows:

Year Ending September 30
2004	$	657,224
2005		683,062
2006		198,071
2007		215,356
2008		234,356
Thereafter through 2013		734,435
	$	2,722,504

Note 3—Discontinued Operations

Sale of Engineering Division

        On January 24, 2002, the Company entered into an agreement to sell the assets of its Engineering Services Division (the "Division") to SEA Consulting Services Corporation ("SEA").

        On March 28, 2002, the Company completed the sale of the assets of the Division to SEA pursuant to the Asset Purchase Agreement dated as of January 24, 2002, among the Company, SEP, LLC ("SEP"), Charles Sahyoun, Sahyoun Holders LLC and SEA. The transaction was approved by a vote of the Company's stockholders at the Company's annual meeting of stockholders held on March 28, 2002.

        The assets of the Division had been transferred to SEP, a limited liability company in which the Company owned a 70% interest, at the time of the execution of the Asset Purchase Agreement. Sahyoun Holders, LLC, a company wholly-owned by Charles Sahyoun, the President of the Division, owned the remaining 30% interest in SEP.

        Under the terms of the Asset Purchase Agreement, the Company received an initial cash payment of $1,560,000, which represented 80% of the initial $2,200,000 installment of the purchase price payable to SEP net of a $200,000 broker's fee due to a third party. Sahyoun Holdings, LLC received the other 20% of the initial net installment of the purchase price, or $440,000.

F-26

        The Asset Purchase Agreement required SEA to make the following additional payments to SEP:

(i)

A payment of $1 million, plus or minus the amount by which SEA's profit for the six months ending June 30, 2002, as determined pursuant to the Asset Purchase Agreement, were less than $600,000 (the "Second Payment");



(ii)

A payment of $1 million, plus or minus the amount by which SEA's profit for the six months ending December 31, 2002, as determined pursuant to the Asset Purchase Agreement, were greater or less than $600,000 (the "Third Payment");



(iii)

Five subsequent annual payments (the "Subsequent Payments") which will be based upon a multiple of the annual successive increases, if any, in SEA's profit during the five year period beginning on January 1, 2003 and ending December 31, 2007.

        Pursuant to an allocation and indemnity agreement entered into by the Company, Sahyoun Holdings, LLC and Charles Sahyoun (the "Allocation and Indemnity Agreement"), the Company was entitled to $250,000 of the Second Payment and $250,000 of the Third Payment. On April 15, 2002, by letter agreement between the Company, Sahyoun Holdings, LLC and Joseph J. Raymond, Sr., the Chairman and Chief Executive Officer of the Company, the parties agreed to a modification of the Allocation and Indemnity Agreement. Per that letter agreement, Sahyoun Holdings, LLC provided the Company with $200,000 cash in exchange for the Company's short-term, 90-day demand note, due and payable by August 1, 2002 in the amount of $250,000. Such $250,000 was repaid by the Company from its $250,000 share of the Second Payment which was received in June 2002.

        Sahyoun Holdings, LLC and Charles Sahyoun guaranteed the $250,000 payment to be made to the Company from the Third Payment, regardless of the operating results of SEA. In December 2002, the Company and Charles Sahyoun agreed to offset the $250,000 of the Third Payment due to the Company against $250,000 of accrued commissions due Charles Sahyoun. As a result, the Company is not entitled to any additional payments under the Asset Purchase Agreement.

        The transaction resulted in a gain, which was calculated as follows:

Initial cash payment		$	2,200,000
Guaranteed additional payments			500,000
Less costs of sale:
	Allocations to Sahyoun Holdings, LLC		(440,000	)
	Broker's fee		(200,000	)
	Other costs		(100,921	)
Balance			1,959,079
Net assets sold			200,023
Gain		$	1,759,056

        Revenues from the Division were $2,730,000 and $7,245,000 for the years ended September 30, 2002 and 2001, respectively.

F-27

Sale of Certain Branches

        On March 9, 2003, the Company completed the sale of substantially all of the tangible and intangible assets, excluding accounts receivable, of its Colorado Springs, Colorado office. Pursuant to the terms of an asset purchase agreement between the Company and US Temp Services, Inc. ("US Temps") dated March 9, 2003, the purchase price for the purchased assets was $20,000 which was paid by a promissory note, which bears interest at the rate of 6% per year and is payable in monthly installments of $608 over a three year period. The note is secured by a security interest on all of the purchased assets.

        The purchase price for the assets acquired by US Temps was arrived at through arms-length negotiations between the parties and resulted in a gain on sale of $13,958.

        On August 22, 2003, the Company completed the sale, effective as of August 18, 2003 (the "ALS Effective Date") of substantially all of the tangible and intangible assets, excluding accounts receivable, of its Miami Springs, Florida office. Pursuant to the terms of the Asset Purchase Agreement between the Company and ALS, LLC, a Florida limited liability company ("ALS") dated August 22, 2003 (the "Purchase Agreement"), the purchase price for the purchased assets was $128,000, which was paid by a promissory note, which bears interest at the rate of 7% per year with payments over a 60 month period. The amount of the monthly payments due under the note will be the greater of $10 per month or 20% of the monthly net profits generated by the staffing business originating from the purchased assets, commencing October 31, 2003. However, until such time as all outstanding amounts due and owing by the Company to ALS, as of the date of the Purchase Agreement in the amount of $289,635, have been paid in full, these monthly payments shall be deducted from any and all amounts due from the Company to ALS. The note is secured by a security interesting all of the purchased assets.

        In connection with the transaction, ALS entered into a non-compete and non-solicitation agreement pursuant to which ALS agreed not to compete with the Company with respect to any of the Company's other remaining offices for a period of 18 months.

        The purchase price for the assets acquired by ALS was arrived at through negotiations with a related party purchaser and resulted in a gain on sale of $10,777. The son of our President and Chief Executive Officer is a 50% member in ALS, LLC.

        On September 10, 2003, the Company completed the sale, effective as of September 15, 2003 (the "Effective Date"), of substantially all of the tangible and intangible assets, excluding account receivable, of five of its New Jersey offices to D/O Staffing LLC ("D/O"). The offices sold are the following: Elizabeth, New Jersey; New Brunswick, New Jersey; Paterson, New Jersey; Perth Amboy, New Jersey and Trenton, New Jersey. Pursuant to the terms of an asset purchase agreement between D/O and us dated September 10, 2003 (the "D/O Purchase Agreement"), the base purchase price for the purchased assets was $1,250,000 payable as follows:

(i)

$1,150,000 payable in certified funds at the closing; and



(ii)

$100,000 payable in certified funds into escrow at the closing to be held in escrow by attorneys for the Buyer pursuant to the terms of an escrow agreement, to account for certain post-closing adjustments.

        Additionally, the Company may be entitled to receive as a deferred purchase price (the "Bonus"), an amount equal to $125,000 if, for the one year period measured from the Effective Date, the

F-28

purchased assets generate for D/O at least $18,000,000 in actual billings by client accounts serviced by the Company as of the Closing and transferred by the Company to D/O pursuant to the D/O Purchase Agreement. The Bonus, if any, is payable by a promissory note, payable over 24 months and bearing interest at an interest rate of 6% a year.

        The purchase price for the assets was arrived at through arms-length negotiations between the parties and resulted in a (loss) on sale of ($50,354).

        On September 29, 2003, the Company completed the sale of substantially all of the tangible and intangible assets, excluding accounts receivable, of its Las Vegas, Nevada office. Pursuant to the terms of an asset purchase agreement between the Company and US Temps dated September 29, 2003, the purchase price for the purchased assets was $105,000, all of which was paid by a promissory note, which bears interest at the rate of 6% per year and is payable in monthly installments of $2,030, over a five year period. The note is secured by a security interest on all of the purchased assets.

        The purchase price for the assets acquired by US Temps was arrived at through arms-length negotiations between the parties and resulted in a gain on sale of $4,599.

        The net loss on sale for the aforementioned certain branches are calculated as follows:

Sales price:
	Cash	$	1,150,000
	Promissory notes		253,000
	Escrow receivable		100,000
		$	1,503,000
	Less costs of sales		(29,229	)
Balance			1,473,771
Net assets sold			1,494,791
(Loss)		$	(21,020	)

        Revenues from the aforementioned certain branches were $18,089,065, $19,261,294 and $20,734,244 for the years ended September 30, 2003, 2002 and 2001, respectively.

        The statements of operations for all periods presented have been reclassified to reflect the operating results of the Division and sold branches as discontinued operations.

Note 4—Transactions with Artisan (UK) plc

        On June 26, 2001, the Company entered into an agreement to purchase 63,025,000 ordinary shares, representing 26.3% of the outstanding shares of enterpriseAsia.com ("EPA"), a London AIM listed company (see Note 1), from Artisan (UK) pic ("Artisan"). In exchange, the Company issued to Artisan 850,837 shares of the Company's Series A preferred stock (see Note 14). This transaction was consummated, effective August 15, 2001.

        The cost of the investment in EPA and value assigned to the preferred stock issued was based upon the market price per share of EPA on the date the transaction was consummated. Accordingly,

F-29

the original cost of the investment was $1,592,000 and, therefore, the 850,837 shares of preferred stock were assigned a value of $1.87 per share.

        On July 3, 2001, the Company received $900,000 from Artisan.com Limited ("Artisan.com"), a company affiliated with Artisan, in exchange for 900,000 shares of the Company's common stock in a private placement. The transaction was in accordance with an agreement dated June 26, 2001 between the Company and Artisan.com.

        In connection with the transactions with Artisan and Artisan.com, the Company issued 608,096 shares of its Series A preferred stock and 30,000 shares of its common stock for finders' fees to third parties.

        The Company entered into the transactions with Artisan to provide immediate and possible future working capital through the sale of the Company's stock to Artisan and to provide the Company with business expansion opportunities in Asia through the investment in and relationship with EPA.

        The value of the preferred stock and common stock issued for finders' fees was allocated to the investment in EPA and a reduction to additional paid-in capital based on the relative value of the original investment of $1,592,000 and the $900,000 received for the 900,000 shares of the Company's common stock. Accordingly, the original cost of the investment in EPA increased by $757,000 and additional paid-in capital was reduced by $417,700.

        The Company was unable to exercise significant influence over EPA's operating and financial policies. Therefore, the investment in EPA was classified as available-for-sale securities and was reported as fair value in the attached balance sheet.

        The Company has entered into an agreement with Artisan, the current beneficial owner of the Series A Preferred Stock, which requires the Company to purchase 1,458,933 shares of Series A Preferred Stock from Artisan.com and one of its affiliates if the Company raises at least $4 million of gross proceeds in a proposed public offering of securities. (See Note 14).

Note 5—Factoring Agreement

        The Company had a factoring agreement with an unrelated party under which it was able to sell qualified trade accounts receivable, with limited recourse provisions. The Company was required to repurchase or replace any receivable remaining uncollected for more than 90 days. During the year ended September 30, 2001, gross proceeds from the sale of receivables was $10,204,208. There were no gains or losses in connection with the sale or repurchase of receivables under the factoring agreement.

        On December 12, 2000, the Company terminated its agreement with the factor. As part of the termination agreement, the Company repurchased all accounts receivable from the factor with proceeds from a new line of credit (See Note 6).

Note 6—Line of Credit

        The Company has a loan and security agreement (the "Loan Agreement") with a lending institution whereby the Company can borrow up to 85% of eligible accounts receivable, as defined, not to exceed the lesser of $12 million or six times the Company's tangible net worth (as defined). Until December 2002, borrowings under the Agreement bore interest at 1¹/2% above the prime rate (see

F-30

below) and are collateralized by substantially all of the Company's assets. The Loan Agreement expires on June 12, 2004.

        At September 30, 2003, the Company was in violation of the following covenants under the Loan Agreement:

(i)

Failing to meet the tangible net worth requirement, and;



(ii)

The Company's common Stock being delisted from the Nasdaq SmallCap Market

        The Company has received a waiver from the lender on the above violations and, in December 2002, entered into a modification of the Loan Agreement. The modification provided that borrowings under the Loan Agreement bore interest at 1³/4% above the prime rate, as long as the Company was in violation of any of the covenants under the Loan Agreement.

        Effective April 10, 2003, the Company entered into another modification of the Loan Agreement which provides that borrowings under the Loan Agreement bear interest at 3% above the prime rate. The prime rate at September 30, 2003 was 4%.

Note 7—Property and Equipment

        Property and equipment consist of the following as of September 30:

	2003			2002
Furniture and fixtures	$	709,372		$	666,941
Office equipment		118,604			119,719
Computer equipment		1,168,148			1,163,135
Computer software		217,463			193,028
Vans		196,179			216,319
		2,409,766			2,359,142
Accumulated depreciation		(1,472,048	)		(1,077,325	)
Net property and equipment	$	937,718		$	1,281,817

Note 8—Goodwill and other Intangible Assets

        Effective October 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and other Intangible Assets." The provisions of SFAS No. 142 require that intangible assets not subject to amortization and goodwill be tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Amortization of goodwill and intangible assets with indefinite lives, including such assets recorded in past business combinations, ceased upon adoption. Thus no amortization for such goodwill was recognized in the accompanying statement of operations for the year ended September 30, 2003, compared to $289,177 and $332,636 for the years ended September 30, 2002 and 2001, respectively.

        In order to assess the fair value of our goodwill as of the adoption date, we engaged an independent valuation firm to assist in determining the fair value. The valuation process appraised our assets and liabilities using a combination of present value and multiple of earnings valuation

F-31

techniques. Based upon the results of the valuation, it was determined that there was no impairment of goodwill.

        The following table provides a reconciliation of net (loss) attributable to common stockholders for exclusion of goodwill amortization:

	Years Ended September 30,
	2003			2002			2001
Reported net (loss) attributable to common stockholders	$	(7,406,993	)	$	(7,428,395	)	$	(5,910,457	)
Add: Goodwill amortization		—			289,177			332,636
Adjusted net (loss) attributable to common stockholders	$	(7,406,993	)	$	(7,139,218	)	$	(5,577,821	)
Basic earnings (loss) per share:
Reported net earnings (loss) attributable to common stockholders	$	(.42	)	$	(.70	)	$	(.99	)
Add: Goodwill amortization		—			.03			.06
Adjusted net earnings (loss) attributable to common stockholders	$	(.42	)	$	(.67	)	$	(.93	)
Diluted earnings (loss) per share:
Reported net earnings (loss) attributable to common stockholders	$	(.42	)	$	(.70	)	$	(.99	)
Add: Goodwill amortization		—			.03			.06
Adjusted net earnings (loss) attributable to common stockholders		(.42	)	$	(.67	)	$	(.93	)

        The changes in the carrying amount of goodwill for the years ended September 30 were as follows:

Balance as of September 30, 2000	$	3,716,538
Additions		3,784,726
Amortization		(332,636	)
Impairment		(700,000	)
Balance as of September 30, 2001		6,468,628
Additions		1,306,131
Amortization		(289,177	)
Impairment		(400,000	)
Balance as of September 30, 2002		7,085,582
Disposal of certain branches (see Note 3)		(1,269,229	)
Balance as of September 30, 2003	$	5,816,353

F-32

        Intangible assets consist of the following as of September 30:

	2003			2002
Covenant-not-to-compete	$	230,480		$	213,180
Customer list		1,957,709			891,716
		2,188,189			1,104,896
Less: accumulated amortization		(686,610	)		(302,751	)
	$	1,501,579		$	802,145

        Estimated amortization expenses for each of the next five years is as follows:

For the Years Ending September 30
2004	$	422,000
2005		371,000
2006		179,000
2007		156,000
2008		153,000

        Amortization expense of amortizable intangible assets for the years ended September 30, 2003, 2002 and 2001 was $393,982, $276,251 and $26,500, respectively.

Note 9—Loans Payable

        Loans payable consist of the following as of September 30:

			2003			2002
Notes, secured by vans with a book value of $78,740 as of September 30, 2003	(i	)	$	76,223		$	104,971
18% promissory note	(ii	)		80,000			80,000
Stock repurchase note	(iii	)		76,246			168,121
Demand note	(iv	)		52,975			204,703
Demand notes	(v	)		420,500			125,000
Short-term loan	(vi	)		69,460			—
				775,404			682,795
Less current portion				(737,514	)		(464,830	)
Non-current portion			$	37,890		$	217,965

(i)

Payable $3,453 per month, including interest at 9.25% to 10% a year.

(ii)

Note was due in April 2002. In addition, the Company issued 20,000 shares of its common stock to the noteholder. The noteholder has the right to demand the repurchase by the Company of the shares issued, until the note is paid in full, at $1.00 per share plus 15% interest. Accordingly, $3,000 was charged to interest expense in the year ended September 30, 2001 and $23,000,

F-33

representing the put option plus interest, is included in "Temporary equity—put options" on the attached balance sheets as of September 30, 2003 and 2002.

(iii)

Promissory note issued in January 2001 in connection with the purchase of treasury stock. Note is payable $8,000 per month, including interest at 15% a year.

(iv)

On September 30, 2002, the Company converted $215,000 of accounts payable due to Source One (see Note 2) into a demand note. The non-interest bearing note is due in sixteen monthly installments of $13,437. The amount reflected above is net of $775 of imputed interest.

(v)

Due to non-related parties on demand, bearing interest at various rates.

(vi)

Short-term loan payable $7,500 month bearing interest at 8%.

        The maturities on loans payable are as follows:

Year Ending September 30
2004	$	737,514
2005		37,890
	$	775,404

Note 10—Related Party Transactions

Consulting Agreement

        The son of the Chief Executive Officer of the Company (the "CEO") provides consulting services to the Company. Consulting expense was $53,000, $125,000 and $281,000 for the years ended September 30, 2003, 2002 and 2001, respectively.

        The Company has paid consulting fees to an entity whose stockholder is another son of the Chief Executive Officer of the Company. Consulting fees amounted to $86,000, $141,000 and $119,000 for the years ended September 30, 2003, 2002 and 2001, respectively.

Sale of Common Stock

        During the year ended September 30, 2002, the Company sold 177,722 shares of its common stock in private placements to a relative of the CEO of the Company at prices approximating the then current market of $.87 to $.93 per share, for total gross proceeds of $156,833.

        During the year ended September 30, 2001, the Company sold 382,999 shares of its common stock in private placements to relatives of the CEO of the Company at prices approximating the then current market of $.93 to $1.43 per share, for total gross proceeds of $410,000, less expenses of $5,958.

Loans Payable

        During the year ended September 30, 2002, the CEO loaned $75,000 to the Company which was repaid during the year ended September 30, 2003. During the year ended September 30, 2003, the CEO made various loans to the Company aggregating $215,000 of which $175,000 was repaid by September 30, 2003.

F-34

        During the year ended September 30, 2002, a son of the CEO loaned $41,000 to the Company, which is still outstanding at September 30, 2003. During the year ended September 30, 2003, this son of the CEO, another son of the CEO and the brother of the CEO loaned the Company $100,000, $6,000 and $100,000, respectively. All of these amounts are outstanding at September 30, 2003.

        During the year ended September 30, 2003, a member of the Board of Directors of the Company and a trust formed for the benefit of the family of another member of the Board of Directors loaned $100,000 and $116,337, respectively, to the Company. Both of these amounts are outstanding at September 30, 2003.

        All of the aforementioned loans are unsecured, due on demand and bear interest at various rates.

Preferred Stock

        In March 2002, a $160,000 note payable by the Company to a company owned by the CEO was exchanged for 32,000 shares of Series B Convertible Preferred Stock (see Note 14).

        In July 2002, the CEO invested $1,000,000 in the Company in exchange for 10,000 shares of newly created Series F Convertible Preferred Stock (see Note 14).

Joint Venture

        The Company provides information technology staffing services through a joint venture, Stratus Technology Services, LLC ("STS"), in which the Company has a 50% interest. A son of the CEO of the Company has a majority interest in the other 50% venturer. STS commenced operations during the year ended September 30, 2001. The Company's gain (loss) from operations of STS of $30,473, $46,312 and $(36,344) for the years ended September 30, 2003, 2002 and 2001, respectively, is included in other income (expense) in the statements of operations.

        Summarized financial information of STS is not provided because the investment is not material.

Note Receivable

        The $128,000 "Note Receivable—related party" as of September 30, 2003, is the amount due from ALS in connection with the sale of the Company's Miami Springs, Florida office (see Note 3). ALS is the holding company for Advantage Services Group, LLC ("Advantage").

Cost of Revenues

        During the year ended September 30, 2003, Advantage, a company in which a son of the CEO holds a 50% interest, provided payrolling services to certain of the Company's customers under an arrangement pursuant to which the Company paid Advantage a fee equal to the cost of providing such services plus a specified percentage above Advantage's cost. The total amount paid to Advantage under this arrangement in fiscal 2003 was $1,224,131 (see Note 23).

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Note 11—Accounts Payable and Accrued Expenses

        Accounts payable consist of the following as of September 30:

	2003		2002
Accounts payable	$	2,743,971	$	2,144,573
Accrued compensation		105,480		383,545
Accrued workers' compensation expense		786,773		768,739
Workers' compensation claims reserve		495,794		365,131
Accrued interest		241,883		161,547
Contingent portion of acquisition purchase price (see Note 2)		244,000		—
Accrued other		169,503		117,812
	$	4,787,404	$	3,941,347

Note 12—Income Taxes

        Deferred tax attributes resulting from differences between financial accounting amounts and tax bases of assets and liabilities follow:

		2003			2002
Current assets and liabilities
	Allowance for doubtful accounts	$	693,000		$	697,000
	Valuation allowance		(693,000	)		(697,000	)
Net current deferred tax asset		$	—		$	—
Non-current assets and liabilities
	Net operating loss carryforward	$	7,327,000		$	4,572,000
	Intangibles		394,000			—
	Valuation allowance		(7,327,000	)		(4,572,000	)
Net non-current deferred tax asset		$	—		$	—

        The change in valuation allowance was an increase of $2,751,000, $2,355,000 and $2,316,000 for the years ended September 30, 2003, 2002, and 2001, respectively.

		2003			2002			2001
Income taxes (benefit) is comprised of:
	Current	$	—		$	—		$	—
	Deferred		(2,751,000	)		(2,355,000	)		(1,976,000	)
	Change in valuation allowance		2,751,000			2,355,000			2,316,000
		$	—		$	—		$	340,000

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        At September 30, 2003, the Company has available the following federal net operating loss carryforwards for tax purposes:

Expiration Date Year Ending September 30,
2012	$	122,000
2018		1,491,000
2019		392,000
2021		4,860,000
2022		4,407,000
2023		6,060,000

        The utilization of the net operating loss carryforwards may be limited due to changes in control.

        The effective tax rate on net earnings (loss) varies from the statutory federal income tax rate for periods ended September 30, 2003, 2002 and 2001.

	2003		2002		2001
Statutory rate	(34.0	)%	(34.0	)%	(34.0	)%
State taxes net	(6.0	)	(6.0	)	(6.0	)
Other differences, net	—		—		(0.4	)
Valuation allowance	40.0		40.0		40.4
Benefit from net operating loss carryforwards	—		—		—
	—	%	—	%	—	%

Note 13—Convertible Debt

        At various times during the years ended September 30, 2002 and 2001, the Company issued, through private placements, a total of $508,050 and $3,643,402, respectively, of convertible debentures. The debentures bore interest at 6% a year, payable quarterly and had a maturity date of five years from issuance. Each debenture was convertible after 120 days from issuance into the number of shares of the Company's common stock determined by dividing the principal amount of the debenture by the lesser of (a) 120% of the closing bid price of the common stock on the trading day immediately preceding the issuance date or (b) 75% of the average closing bid price of the common stock for the five trading days immediately preceding the date of the conversion. The Company had the right to prepay any of the debentures at any time at a prepayment rate that varied from 115% to 125% of the amount of the debenture depending on when the prepayment was made.

        The discount arising from the 75% beneficial conversion feature aggregated $136,000 and $1,213,747 in the years ended September 30, 2002 and 2001, respectively, and was being charged to interest expense during the period from the issuance of the debenture to the earliest time at which the debenture became convertible.

        Deferred finance costs incurred in connection with the issuance of the debentures aggregated approximately $100,000 and $738,000 in the years ended September 30, 2002 and 2001, respectively, and was being amortized over the five year term of the debentures. Included in the $738,000 is $88,000 for 50,000 five-year, $5.00 warrants and 100,000 five-year, $7.50 warrants issued as finders' fees. In

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addition, the Company paid approximately $80,000 and $280,000 in the years ended September 30, 2002 and 2001, respectively, in exchange for extending the earliest conversion date and the maturity date by an additional 120 days on approximately $592,000 and $1,048,500 of debentures, respectively. These amounts were charged to deferred finance costs and were being amortized over 120 days. Included in interest expense for the years ended September 30, 2002 and 2001 is approximately $290,000 and $146,000, respectively, for amortization of deferred finance costs in connection with the debentures.

        During the years ended September 30, 2002 and 2001, the Company redeemed $270,180 and $1,897,220 of debentures, respectively, resulting in a gain (loss) of approximately $3,000 and ($71,000), respectively, which is included in "Other income (expense)" in the statements of operations. The gain (loss) is comprised of the following:

	2002			2001
Beneficial conversion feature	$	90,000		$	632,000
Forgiveness of debt		12,000			—
Prepayment premiums		(44,000	)		(326,000	)
Deferred finance costs		(54,000	)		(377,000	)
Other costs		(1,000	)		—
	$	3,000		$	(71,000	)

        During the year ended September 30, 2002, $970,593 of debentures were converted into 2,537,479 shares of common stock at prices ranging from $.30 to $.60 per share. During the year ended September 30, 2001, $542,500 of debentures were converted into 628,060 shares of common stock at prices ranging from $.85 to $.90 per share. The Company issued 108,666 shares of treasury stock to a debenture holder in connection with a conversion during the year ended September 30, 2001.

        In March 2002, the Company entered into an agreement with the holder (the "Debenture Holder") of all but $40,000 of the outstanding debentures pursuant to which it issued to the Debenture Holder 231,300 shares of Series B Convertible Preferred Stock (see Note 14) in exchange for (i) $456,499 aggregate principal amount of debentures, (ii) the cancellation of a $400,000 promissory note issued by the Company to the Debenture Holder in January 2002, and (iii) $300,000 in cash. As a result, only $40,000 of Debentures remains outstanding at September 30, 2002 and 2003.

Note 14—Preferred Stock

a.     Series A

        In August 2001, the Company issued 1,458,933 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") in connection with transactions with Artisan (see Note 4).

        The shares of Series A Preferred Stock have a stated value of $3.00 per share. The difference between the carrying value and redemption value of the Series A Preferred Stock is being accreted through a charge to additional paid-in-capital through the June 30, 2008 redemption date.

        The Series A Preferred Stock entitles the holders thereof to cumulative dividends at $.21 per share per year, payable semi-annually, commencing on December 31, 2001, when and if declared by the Board of Directors. The shares of Series A Preferred Stock are convertible at the option of the holder

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into shares of the Company's Common Stock on a one-for-one basis. On June 30, 2008, the Company will be required to redeem any shares of Series A Preferred Stock outstanding at a redemption price of $3.00 per share together with accrued and unpaid dividends, payable at the Company's option, either in cash or in shares of common stock. For purposes of determining the number of shares which the Company will be required to issue if it chooses to pay the redemption price in shares of Common Stock, the Common Stock will have a value equal to the average closing price of the Common Stock during the five trading days immediately preceding the date of redemption.

        At the Company's Annual Meeting of Stockholders held on March 28, 2002, the stockholders approved the issuance by the Company of the full number of shares of Common Stock, which may be issued by the Company in connection with the conversion of the Series A Preferred Stock. Accordingly, the Company's obligation to redeem a portion of the outstanding shares of Series A Preferred Stock, if such approval was not obtained, was terminated and the Series A Preferred Stock was reclassified to permanent equity and is included in Stockholders' equity at September 30, 2002. Pursuant to SFAS No. 150, the current value of the Series A Preferred Stock, including accrued dividends, is classified as a liability at September 30, 2003.

        In July 2003, the Company entered into an agreement with Artisan pursuant to which the Company has agreed to redeem the aggregate 1,458,933 shares of its Series A Preferred Stock owned by Artisan.com and Cater Barnard (USA) plc, an affiliate of Artisan. These shares represent all of the shares of Series A Preferred Stock currently outstanding. The obligation to redeem the Series A Preferred Stock is contingent upon the Company's sale of not less than $4,000,000 of units consisting of one share of common stock and one common stock warrant ("Units") in a proposed "best-efforts" public offering of securities (the "Offering"). If the Company sells at least $4,000,000 of Units in the Offering, it will be obligated to pay $500,000 to Artisan within 15 days after the $4,000,000 of Units are sold. In addition, the Company will be obligated to pay Artisan an additional $250,000 by January 31, 2005 or, at the Company's option, issue to Artisan shares of the Company's common stock having an aggregate market value of $250,000, based upon the average closing bid prices of the common stock for the 30 trading days preceding January 31, 2005. If the Company fails to make the $250,000 payment in cash or stock, it will be required to pay Artisan $300,000 in cash, plus interest calculated on a daily basis at a rate of 18% from the date of the default to the date the default is cured. The Company has also agreed to issue to Artisan a number of shares of the Company's common stock which will represent 5.5% of its outstanding common stock, subject to certain adjustments, upon completion of the sale of $4,000,000 million of units of common stock so that the total number of shares of common stock issued to Artisan will equal 5.5% of the Company's common stock after giving effect to the assumed exercise of all warrants and options that then have exercise prices equal to or less than the then current market price of the Company's common stock and the conversion of all convertible securities that then have conversion prices equal to or less than the then current market price of the Company's common stock.

b.     Series B

        In March 2002, the Company issued 32,000 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") in exchange for a $160,000 note due to a company owned by the Chief Executive of the Company (see Note 10). An additional 231,300 shares were issued to the Debenture Holder (see Note 14) in exchange for (i) 456,499 aggregate principal amount of debentures, (ii) cancellation of a $400,000 promissory note due to the Debenture Holder and (iii) $300,000 in cash.

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        The shares of Series B Convertible Preferred Stock have a stated value of $5 per share. Holders of the Series B Preferred Stock are entitled to cumulative dividends at a rate of 6% of the stated value per year, payable when and as declared by the Board of Directors. Dividends may be paid in cash or, at the option of the Company, in shares of Common Stock, under certain circumstances. Holders of Series B Preferred Stock are entitled to a liquidation preference of $5.00 per share plus accrued dividends. The Series B Preferred Stock is convertible into shares of Common Stock at the option of the holder at any time. The number of shares of Common Stock into which each share of Series B Preferred Stock is convertible is determined by dividing the aggregate liquidation preference of the shares being converted by the lesser of (i) $4.65 or (ii) 75% of the closing bid price of the Common Stock on the trading day preceding the date of conversion. The discount arising from the beneficial conversion feature was treated as a dividend from the date of issuance to the earliest conversation date.

        In June 2002, the Company redeemed for cash, 91,000 shares of Series B Preferred Stock at $5.00 per share, totaling $455,000.

        At a Special Meeting of Stockholders held on July 26, 2002, the Company received approval from its stockholders of a proposal to approve the issuance of shares of Common Stock upon conversion of the Series B Preferred Stock in excess of the limits imposed by the rules of the Nasdaq Stock Market, in the event that the Company's Common Stock is reinstated for trading on the Nasdaq Stock Market.

        In July 2002, the remaining 172,300 shares of Series B Preferred Stock (including the 32,000 shares held by a company owned by the Chief Executive Officer of the Company) were exchanged for 8,615 shares of Series E Convertible Preferred Stock (the "Series E Preferred Stock").

c.     Series E

        In July 2002, the Company sold 7,650 shares of newly created Series E Preferred Stock in a private placement for $765,000 in cash and issued an additional 8,615 shares of Series E Preferred Stock in exchange for all of the outstanding shares of Series B Preferred Stock, which had an aggregate stated value of $861,500. In addition, $41,790 of dividends and penalties, which had accrued on the Series B Preferred Stock prior to the exchange were exchanged for 418 shares of Series E Preferred Stock.

        In July 2003, the Company sold 14,362 shares of Series E Preferred Stock in private placements for $1,436,250 in cash. Also, in July 2003, the Company entered into an agreement with the holder of the Series H Convertible Preferred Stock (the "Series H Preferred Stock") pursuant to which the 5,000 shares of Series H Preferred Stock plus accrued dividends of $8,750 were exchanged for 5,087 shares of Series E Preferred Stock.

        On July 30, 2003, the Company and the Series E holders entered into a letter agreement (the "Compromise Agreement") to compromise certain disputed penalties arising out of the Company's alleged failure to timely cause the suspension of the effectiveness of the Company's Form S-1 Registration Statement, filed with the SEC on behalf of the Series E holders to terminate at the earliest possible date. Pursuant to the terms of the Compromise Agreement, while the Company does not admit that it failed to fulfill its contractual obligations to the Series E shareholders, in the interest of amicably resolving this matter, the Company issued an additional 4,477 shares of Series E Preferred Stock to the Series E shareholders.

        The shares of Series E Preferred Stock have a stated value of $100 per share. The holders of the Series E Preferred stock are entitled to cumulative dividends at a rate of 6% of the stated value per

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year, payable every 120 days, in preference and priority to any payment of any dividend on the Company's Common Stock. Dividends may be paid, at the Company's option, either in cash or in shares of Common Stock, valued at the Series E Conversion Price (as defined below). Holders of Series E Preferred Stock are entitled to a liquidation preference of $100 per share, plus accrued and unpaid dividends.

        The Series E Preferred Stock is convertible into Common Stock at a conversion price equal to 75% of the average of the closing bid prices, for the five trading days preceding the conversion date, for the Common Stock. The number of shares issuable upon conversion is determined by multiplying the number of shares of Series E Preferred Stock to be converted by $100, and dividing the result by the Series E Conversion Price then if effect.

        Holders of Series E Preferred Stock do not have any voting rights, except as required by law.

        The Company may redeem the shares of the Series E Preferred Stock at any time prior to conversion, at a redemption price of 115% of the purchase price paid for the Series E Preferred Shares, plus any accrued but unpaid dividends.

        The discount arising from the beneficial conversion feature is being treated as a dividend from the date of issuance to the earliest conversion date.

        During the year ended September 30, 2003, holders of Series E Preferred Stock converted 7,352 shares into 5,922,471 shares of Common Stock at conversion prices between $.075 and $.2475.

d.     Series F

        In July 2002, the Company's Chief Executive Officer invested $1,000,000 in the Company in exchange for 10,000 shares of newly created Series F Convertible Preferred Stock (the "Series F Preferred Stock"), which has a stated value of $100 per share.

        The holder of the Series F Preferred Stock is entitled to receive, from assets legally available therefore, cumulative dividends at a rate of 7% per year, accrued daily, payable monthly, in preference and priority to any payment of any dividend on the Common Stock and on the Series F Preferred Stock. Dividends may be paid, at the Company's option, either in cash or in shares of Common Stock, valued at the Series F Conversion Price (as defined below). Holders of Series F Preferred Stock are entitled to a liquidation preference of $100 per share, plus accrued and unpaid dividends.

        The Series F Preferred Stock is convertible into Common Stock at a conversion price (the "Series F Conversion Price") equal to $.10 per share. The number of shares issuable upon conversion is determined by multiplying the number of shares of Series F Preferred Stock to be converted by $100, and dividing the result by the Series F Conversion Price.

        Except as otherwise required by law, holders of Series F Preferred Stock and holders of Common Stock shall vote together as a single class on each matter submitted to a vote of stockholders. Each outstanding share of Series F Preferred Stock shall be entitled to the number of votes equal to the number of full shares of Common Stock into which each such share of Series F Preferred Stock is then convertible on the date for determination of stockholders entitled to vote at the meeting. Holders of the Series F Preferred Stock are entitled to vote at the meeting. Holders of the Series F Preferred Stock are entitled to vote as a separate class on any proposed amendment to the terms of the Series F Preferred Stock which would increase or decrease the number of authorized shares of Series F

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Preferred Stock or have an adverse impact on the Series F Preferred Stock and on any proposal to create a new class of shares having rights or preferences equal to or having priority to the Series F Preferred Stock.

        The Company may redeem the shares of the Series F Preferred Stock at any time prior to conversion at a redemption price of 115% of the purchase price paid for the Series F Preferred Shares plus any accrued but unpaid dividends.

        During the year ended September 30, 2003, the Company's Chief Executive Officer converted 2,000 shares of the Series F Preferred Stock into 2,000,000 shares of Common Stock.

e.     Series H

        In September 2002, the Company sold 5,000 shares of the newly created Series H Preferred Stock in a private placement for $500,000 in cash.

        The Series H Preferred Stock was convertible into Common Stock at a conversion price (the "Series H Conversion Price") equal to the lower of $.20 per share or the average market price of the Common Stock for the five trading days immediately preceding the conversion date. The number of shares issuable upon conversion was determinable by multiplying the number of shares of Series H Preferred Stock to be converted by $100 and dividing the result by the Series H Conversion Price then in effect.

        Holders of Series H Preferred Stock did not have any voting rights, except as required by law.

        In July 2003, the 5,000 shares of the Series H Preferred Stock, plus accrued dividends of $8,750 were exchanged for 5,087 shares of Series E Preferred Stock.

Note 15—Other Charges

Year ended September 30, 2003:

        During the period May 1, 2001 through May 20, 2002, the Company maintained workers' compensation insurance with an insurance company, with a deductible of $150,000 per incident. The Company had established reserves based upon its evaluation of the status of claims still open in conjunction with claims reserve information provided to the Company by the insurance company. The Company believes that the insurance company has paid and reserved claims in excess of what should have been paid or reserved. Although the Company believes it can recover some of the amounts already paid, this can only be pursued through litigation against the insurance company. Since there is no assurance the Company will prevail, the Company recorded $1,186,000 of additional payments made and reserves in the year ended September 30, 2003. $433,000 of such amount is included in discontinued operations.

Year ended September 30, 2002:

        Included in "Other Charges" are costs incurred in connection with financing not obtained ($75,066), penalties associated with the Series B Preferred Stock ($28,160), and the fair value of shares issued to Source One in connection with a forbearance agreement ($37,500) (see Note 2).

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Year ended September 30, 2001:

        During the year ended September 30, 2001, the Company discontinued negotiations to sell the Engineering Division and discontinued efforts to make certain acquisitions. In this connection, costs associated with these activities were charged to operations. The Company also charged operations for costs incurred in connection with various financing not obtained and costs associated with closed offices. The total charged to operations for the foregoing was $460,800.

        In September 2001, the Company placed 1,500,000 of unregistered shares of its common stock into an escrow account in anticipation of receiving a loan, which was to be collateralized by the shares of common stock. The loan transaction was never consummated, but in October 2001 the shares were illegally transferred out of the escrow account by a third party to a foreign jurisdiction. Subsequent thereto, all but 89,600 shares were returned to the Company and cancelled. The Company, which made several attempts to recover the shares, recorded a $59,000 charge to operations in the year ended September 30, 2001, representing the market value of the shares not returned. The 89,600 shares were recorded as issued shares in the year ended September 30, 2002 and $59,000 was credited to stockholders' equity. The Company has not pursued litigation to attempt to recover the remaining 89,600 shares, due to the prohibitive costs of retaining counsel and instituting an action in a foreign jurisdiction.

Note 16—Commitments and Contingencies

Office Leases

        The Company leases offices and equipment under various leases expiring through 2007. Monthly payments under these leases are $52,000.

        The following is a schedule by years of approximate future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year, as of September 30, 2003.

For the Years Ending September 30,
2004	$	547,000
2005		295,000
2006		185,000
2007		169,000

        Rent expense was $910,000, $801,000 and $697,000 for the years ended September 30, 2003, 2002 and 2001, respectively.

Other

        From time to time, the Company is involved in litigation incidental to its business including employment practices claims. There is currently no litigation that management believes will have a material impact on the Company's financial position.

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Note 17—Temporary Equity (Put Options Liability)

        Temporary equity-put options consist of the following as of September 30, 2003 and 2002:

Put options on 400,000 shares of the Company's Common Stock issued in connection with the acquisition of Source One (see Note 2)	$	800,000
Put options on 20,000 shares of the Company's Common Stock issued in connection with a loan payable (see Note 9)		23,000
	$	823,000

        Pursuant to SFAS No. 150, the put options are classified as a liability at September 30, 2003. Prior thereto, they were presented between liabilities and stockholders' equity.

        On July 29, 2003, the Company received written notification from Source One that it was exercising its option which requires the Company to buy back 400,000 shares of its Common Stock at $2 per share. The Company had thirty days from the receipt of the notification, unless otherwise agreed to in writing, to pay the $800,000. The Company is attempting to negotiate an arrangement, which would permit the Company to pay this amount over an extended period of time or upon receipt of financing. No assurance can be given that Source One will agree to such an agreement.

Note 18—Stock Options and Warrants

        The Company currently has in place four stock option plans, the 1999 Equity Incentive Plan ("1999 Plan"), the 2000 Equity Incentive Plan ("2000 Plan"), the 2001 Equity Incentive Plan ("2001 Plan"), and the 2002 Equity Incentive Plan ("2002 Plan") (collectively the "Equity Incentive Plans" or the "Plans"). The terms of these Plans are substantially similar. The aggregate number of shares reserved for issuance under each of the Plans and the shares issued and vested as of September 30, 2003 are, respectively, as follows:

500,000 shares authorized, 190,478 issued, 159,228 vested	—	1999 Plan
500,000 shares authorized, 270,000 issued, 210,000 vested	—	2000 Plan
1,000,000 shares authorized, 800,000 issued, 800,000 vested	—	2001 Plan
5,000,000 shares authorized, 4,234,000 issued, 4,202,000 vested	—	2002 Plan

        In addition, in 2000, the Company issued to the Chief Executive Officer of the Company, options to acquire 1,000,000 shares at $6.00 per share. These options have a ten-year term and are exercisable at the earlier of five years or when the Company achieves earnings of $1.00 per share in a fiscal year. These options will be forfeited if the Chief Executive Officer leaves the employment of the Company.

        The Company has also issued 1,270,000 under option agreements with officers of the Company.

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        A summary of the Company's stock option activity and related information for the years ended September 30 follows:

		Options		Weighted Average Exercise Price
Outstanding at September 30, 2000		1,987,205		$	5.01
	Granted	1,900,000			2.05
	Canceled	(279,464	)		4.08
	Exercised	—			—
Outstanding at September 30, 2001		3,607,741		$	3.52
	Granted	3,659,000			.66
	Canceled	(1,010,392	)		2.49
	Exercised	—			—
Outstanding at September 30, 2002		6,256,349		$	2.01
	Granted	1,788,460			.23
	Canceled	(280,331	)		1.30
	Exercised	—			—
Outstanding at September 30, 2003		7,764,478		$	1.63
Exercisable at September 30, 2003		6,641,228		$	.92

        The exercise prices range from $.23 to $6.00 per share.

        The weighted-average fair value of options was $.19, $.37 and $1.40 in the years ended September 30, 2003, 2002 and 2001, respectively.

        Following is a summary of the status of stock options outstanding at September 30, 2003:

		Outstanding Options
			Weighted Average Remaining Contractual Life			Exercisable Options
Exercise Price		Number		Weighted Average Exercise Price		Number	Weighted Average Exercise Price
$	.23	1,758,460	9.5 years	$	.23	1,758,460	$	.23
	.65	3,134,000	8.5 years		.65	3,134,000		.65
	.75	20,000	8.4 years		.75	4,000		.75
	1.00	20,000	8.0 years		1.00	4,000		1.00
	1.10	1,300,000	7.5 years		1.10	1,300,000		1.10
	3.00	110,000	3.9 years		3.00	110,000		3.00
	5.625	397,500	6.8 years		5.625	306,250		5.625
	6.00	1,024,518	6.5 years		6.00	24,518		6.00
		7,764,478				6,641,228

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        The Company has issued the following warrants:

Number of Warrants	Price Per Share		Expiring In
130,000	$	8.70	2004
66,667		7.50	2004
65,000		4.00	2005
10,000		5.00	2005
20,000		6.00	2005
26,667		0.75	2006
50,000		5.00	2006
100,000		7.50	2006
200,000		1.00	2007
30,000		5.00	2007
75,000		0.3510	2006

        The Company issued 130,000 of the warrants to its underwriters in connection with the Company's Initial Public Offering and 485,000 warrants to investors and consultants in connection with private placements. The balance of the warrants has been issued in exchange for services rendered to the Company.

        A summary of the Company's warrant activity and related information for the years ended September 30 follows:

		Warrants	Weighted Average Exercise Price
Outstanding at September 30, 2000		291,667	$	7.07
	Granted	166,667		5.27
	Canceled	—		—
	Exercised	—		—
Outstanding at September 30, 2001		458,334		6.50
	Granted	240,000		1.52
	Canceled	—		—
	Exercised	—		—
Outstanding at September 30, 2002		698,334	$	4.91
	Granted	75,000		.35
	Canceled	—		—
	Exercised	—		—
Outstanding at September 30, 2003		773,334	$	4.47

        The exercise prices range from $.35 to $8.70 per share.

        The weighted-average fair value of warrants granted was $.26, $.29 and $.59 in the years ended September 30, 2003, 2002 and 2000, respectively.

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Note 19—Major Customers

        The Company had no customers who accounted for more than 10% of total revenues for the years ended September 30, 2003, 2002 and 2001. Major customers are those who account for more than 10% of total revenues.

Note 20—Retirement Plans

        The Company maintains two 401(k) savings plans for its employees. The terms of the plan define qualified participants as those with at least three months of service. Employee contributions are discretionary up to a maximum of 15% of compensation. The Company can match up to 20% of the employees' first 5% contributions. The Company's 401(k) expense for the years ended September 30, 2003, 2002 ad 2001 was $-0-, $8,000 and $50,000, respectively.

Note 21—Private Placements

        In June 2001, the Company entered into an agreement with an investment banker to raise $1,200,000 through the sale of the Company's stock through private placements at a price per share calculated at a 30% discount to the 20-day average of the mean between the closing bid and asked prices. The agreement provided that the Company pays a placement fee to the investment banker of 10% of the gross proceeds received from the private placements and also issues five-year warrants equal to 10% of the number of shares sold at an exercise price equal to the price per share of the private placement. In addition, the Company was to pay the investment banker's expenses in connection with the agreement, not to exceed $50,000. During the years ended September 30, 2002 and 2001, the Company sold 100,002 and 166,667 shares, respectively, at $.75 per share under this agreement. In connection therewith, the Company paid $91,750 and $16,250 to the investment banker and issued warrants to purchase 10,000 and 16,667 shares of the Company's common stock in the years ended September 30, 2002 and 2001, respectively.

        For the years ended September 30, 2002 and 2001, private placements resulted in the issuance of 277,724 and 1,449,666 shares of common stock, respectively (see Notes 4, 10 and 14).

        In the year ended September 30, 2001, the Company issued 1,458,933 shares of Series A Preferred Stock (see Note 4). Additionally, for the years ended September 30, 2003 and September 30, 2002, private placements and exchanges resulted in the issuance of 263,300 and -0- shares of Series B Preferred Stock, 16,683 and 18,839 shares of Series E Preferred Stock, 10,000 and 0 shares of Series F Preferred Stock, and 5,000 and -0- shares of Series H Preferred Stock, respectively (see Note 14).

F-47

Note 22—Selected Quarterly Financial Data (unaudited)

				First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year ended September 30, 2003
	Revenues from continuing operations			$	14,611,085		$	19,056,373		$	21,547,937		$	21,382,814
	Gross profit from continuing operations				2,486,814			2,706,150			3,104,788			3,108,026
	Net earnings (loss) from discontinued operations				40,809			(459,026	)		(344,879	)		(580,891	)
	Net (loss) from continuing operations				(1,097,308	)		(1,777,332	)		(1,124,577	)		(2,063,789	)
	Net (loss) attributable to common stockholders				(1,056,499	)		(2,236,358	)		(1,469,456	)		(2,644,680	)
	Basic earnings (loss) per share attributable to common stockholders:				—			(.03	)		(.02	)		(.11	)
		Continued operations			(.07	)		(.10	)		(.06	)		(.03	)
		Discontinued operations			(.07	)		(.13	)		(.08	)		(.14	)
			Total
	Diluted earnings per share attributable to common stockholders:				—			(.03	)		(.02	)		(.11	)
		Continued operations			(.07	)		(.10	)		(.06	)		(.03	)
		Discontinued operations			(.07	)		(.13	)		(.08	)		(.14	)
			Total

				First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year ended September 30, 2002
	Revenues from continuing operations			$	8,033,201		$	11,814,283		$	12,411,463		$	13,600,854
	Gross profit from continuing operations				1,768,993			1,989,244			2,080,388			2,396,460
	Net earnings (loss) from discontinued operations				149,958			1,341,988			(412,789	)		(380,109	)
	Net (loss) from continuing operations				(934,635	)		(1,113,432	)		(4,240,073	)		(1,839,303	)
	Net (loss) attributable to common stockholders				(784,677	)		228,556			(4,652,862	)		(2,219,412	)
	Basic earnings (loss) per share attributable to common stockholders:
		Continued operations			(.10	)		(.11	)		(.37	)		(.16	)
		Discontinued operations			(.02	)		.13			(.03	)		(.03	)
			Total		(.08	)		.02			(.40	)		(.19	)
Diluted earnings per share attributable to common stockholders:
		Continued operations			(.10	)		(.11	)		(.37	)		(.16	)
		Discontinued operations			.02			.13			.03			(.03	)
			Total		(.08	)		.02			(.40	)		(.19	)

F-48

				First Quarter		Second Quarter			Third Quarter			Fourth Quarter
Year ended September 30, 2001
	Revenues from continuing operations			$	9,871,007	$	6,349,223		$	5,774,764		$	7,279,047
	Gross profit from continuing operations				2,811,290		1,522,197			1,287,237			1,500,999
	Net earnings (loss) from discontinued operations				160,570		(107,470	)		(41,848	)		82,063
	Net (loss) from continuing operations				152,929		(2,045,178	)		(1,482,660	)		(2,628,863	)
	Net (loss) attributable to common stockholders				313,499		(2,152,648	)		(1,524,508	)		(2,546,800	)
	Basic earnings (loss) per share attributable to common stockholders:
		Continued operations			.02		(.36	)		(.26	)		(.37	)
		Discontinued operations			.03		(.02	)		—			.01
			Total		.05		(.38	)		(.26	)		(.36	)
	Diluted earnings per share attributable to common stockholders:
		Continued operations			.02		(.36	)		(.26	)		(.37	)
		Discontinued operations			.03		(.02	)		—			.01
			Total		.05		(.38	)		(.26	)		(.36	)

Note 23—Subsequent Events

a.

In November 2003, holders of an aggregate of 1,718,460 common stock options, with exercise prices ranging from $1.10 to $6.00, voluntarily canceled such options in consideration for the potential benefit that would inure to such holders as shareholders, by way of the elimination of the potential dilution represented by the options being canceled.

b.

On November 20, 2003, the Company's Chief Executive Officer converted 2,000 shares of Series F Preferred Stock into 2,000,000 shares of common stock.

c.

On December 11, 2003, holders of Series E Preferred Stock converted 2,150 shares into 1,853,448 shares of common stock at a conversion price of $.116.

d.

In November 2003, the Company agreed to pay Advantage $20,000 per month until it has paid $225,000 owed to Advantage in connection with services provided to the Company (see Note 10). The Company's obligation to pay this amount is secured by a warrant to purchase 2,000,000 shares of the Company's common stock. The warrant, which is exercisable only if the Company defaults on its payment obligations to Advantage, has an exercise price equal to the lower of $.15 per share or 75% of the then current market price of the common stock.

F-49

STRATUS SERVICES GROUP, INC.

Condensed Consolidated Balance Sheets

		March 31, 2004			September 30, 2003
		(Unaudited)
Assets
Current assets
	Cash	$	594,714		$	53,753
	Accounts receivable—less allowance for doubtful accounts of $1,812,000 and $1,733,000		11,572,741			12,833,749
	Unbilled receivables		1,348,064			671,271
	Notes receivable (current portion)		32,221			25,240
	Prepaid insurance		1,603,789			2,271,715
	Prepaid expenses and other current assets		195,616			277,262
			15,347,145			16,132,990
Notes receivable (net of current portion)			82,649			95,166
Note receivable—related party			128,000			128,000
Property and equipment, net of accumulated depreciation			747,902			937,718
Intangible assets, net of accumulated amortization			1,277,921			1,501,509
Goodwill			5,816,353			5,816,353
Deferred registration costs			571,001			374,365
Other assets			204,144			164,380
		$	24,175,115		$	25,150,551
Liabilities and Stockholders' Equity (Deficiency)
Current liabilities
	Loans payable (current portion)	$	453,128		$	737,514
	Loans payable—related parties		457,337			503,377
	Notes payable—acquisitions (current portion)		726,099			657,224
	Line of credit		8,107,908			8,312,275
	Cash overdraft		16,181			699,057
	Insurance obligation payable		352			97,506
	Accounts payable and accrued expenses		5,250,049			4,787,404
	Accrued payroll and taxes		3,082,554			2,473,596
	Payroll taxes payable		5,160,509			5,021,411
	Put options liability		823,000			823,000
			24,077,117			24,112,324
Loans payable (net of current portion)			17,205			37,890
Notes payable—acquisitions (net of current portion)			1,729,979			2,065,280
Convertible debt			40,000			40,000
	Series A voting redeemable convertible preferred stock, $.01 par value, 1,458,933 shares issued and outstanding, liquidation preference of $4,376,799 (including unpaid dividends of $804,940 and $671,752)		4,073,600			3,809,752
			29,937,901			30,065,216
Commitments and contingencies
Stockholders' equity (deficiency)
Preferred stock, $.01 par value, 5,000,000 shares authorized
	Series E non-voting convertible preferred stock, $.01 par value, 47,728 and 40,257 shares issued and outstanding, liquidation preference of $4,772,920 (including unpaid dividends of $166,467 and $60,295)		4,939,387			4,086,130
	Series F voting convertible preferred stock, $.01 par value, 6,000 and 8,000 shares issued and outstanding, liquidation preference of $600,000 (including unpaid dividends of $51,000 and $28,000)		651,000			828,000
Common stock, $.01 par value, 100,000,000 shares authorized; 24,948,576 and 19,795,038 shares issued and outstanding			249,486			197,950
Additional paid-in capital			11,058,150			11,728,943
Accumulated deficit			(22,660,809	)		(21,755,718	)
	Total stockholders' equity (deficiency)		(5,762,786	)		(4,914,695	)
		$	24,175,115		$	25,150,551

See notes to condensed consolidated financial statements

F-50

STRATUS SERVICES GROUP, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

				Six Months Ended March 31,
				2004			2003
							(Restated)
Revenues				$	47,399,789		$	33,667,458
Cost of revenues					41,094,382			28,474,494
Gross Profit					6,305,407			5,192,964
Selling, general and administrative expenses					6,182,240			6,054,297
Other charges					—			340,000
Operating income (loss) from continuing operations					123,167			(1,201,333	)
Other income (expenses)
	Interest and financing costs				(1,016,674	)		(928,490	)
	Other income (expense)				(11,584	)		28,940
					(1,028,258	)		(899,550	)
Loss from continuing operations					(905,091	)		(2,100,883	)
Discontinued operations—(loss) from discontinued operations					—			(418,217	)
Net (loss)					(905,091	)		(2,519,100	)
	Dividends and accretion on preferred stock				(1,248,757	)		(773,757	)
Net (loss) attributable to common stockholders				$	(2,153,848	)	$	(3,292,857	)
Net earnings (loss) per share attributable to common stockholders
	Basic:
		(Loss) from continuing operations		$	(.10	)	$	(.18	)
		(Loss) from discontinued operations			—			(.03	)
			Net earnings (loss)	$	(.10	)	$	(.21	)
	Diluted:
		(Loss) from continuing operations		$	(.10	)	$	(.18	)
		(Loss) from discontinued operations			—			(.03	)
			Net earnings (loss)	$	(.10	)	$	(.21	)
Weighted average shares outstanding per common share
	Basic				22,600,135			15,950,320
	Diluted				22,600,135			15,950,320

See notes to condensed consolidated financial statements

F-51

STRATUS SERVICES GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

				Six Months Ended March 31,
				2004			2003
							(Restated)
Cash flows from operating activities
	Net (loss) from continuing operations			$	(905,091	)	$	(2,100,883	)
	Net (loss) from discontinued operations				—			(418,217	)
	Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities
		Depreciation			207,334			273,069
		Amortization			223,658			181,057
		Provision for doubtful accounts			75,000			50,000
		Deferred financing costs amortization			804			804
		Accrued interest			135,091			(7,388	)
		Imputed interest			42,122			22,747
		Dividends and accretion on preferred stock			263,848			—
	Changes in operating assets and liabilities
		Accounts receivable			509,215			(3,939,546	)
		Prepaid insurance			667,926			234,585
		Prepaid expenses and other current assets			81,646			13,533
		Other assets			(40,568	)		(25,908	)
		Insurance obligation payable			(97,154	)		(128,075	)
		Accrued payroll and taxes			608,958			647,104
		Payroll taxes payable			139,098			655,817
		Accounts payable and accrued expenses			384,554			1,645,892
			Total adjustments		3,201,532			(376,309	)
					2,296,441			(2,895,409	)
Cash flows (used in) investing activities
	Purchase of property and equipment				(17,518	)		(188,350	)
	Collection of notes receivable				5,536			—
	Payments for business acquisitions				—			(61,644	)
					(11,982	)		(249,994	)
Cash flows from (used in) financing activities
	Payment of registration costs				(196,636	)		—
	Proceeds from issuance of Preferred Stock				—			186,400
	Proceeds from loans payable				12,337			380,000
	Payments of loans payable				(312,408	)		(106,813	)
	Proceeds from loans payable—related parties				—			300,000
	Payments of loans payable—related parties				(51,000	)		(75,000	)
	Payments of notes payable—acquisitions				(308,548	)		(352,489	)
	Net (payments)/proceeds from line of credit				(204,367	)		2,619,991
	Cash overdraft				(682,876	)		313,128
	Dividends paid				—			(47,657	)
					(1,743,498	)		3,217,560
Net change in cash and cash equivalents					540,961			72,157
Cash and cash equivalents—beginning					53,753			162,646
Cash and cash equivalents—ending				$	594,714		$	234,803
Supplemental disclosure of cash paid
	Interest			$	617,735		$	1,047,762
Schedule of noncash investing and financing activities
	Fair value of assets acquired			$	—		$	1,266,519
	Less: cash paid				—			(176,644	)
	Liabilities assumed			$	—		$	1,089,875
Issuance of common stock upon conversion of convertible preferred stock				$	572,500		$	754,200
Issuance of common stock in exchange for accounts payable and accrued expenses				$	57,000		$	37,500
Cumulative dividends and accretion on preferred stock				$	1,248,757		$	493,100

See notes to condensed consolidated financial statements

F-52

STRATUS SERVICES GROUP, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

        The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K.

        The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

        The following summarizes revenues:

	Three Months Ended March 31,				Six Months Ended March 31,
	2004		2003		2004		2003
			(Restated)				(Restated)
Staffing	$	23,513,725	$	18,886,667	$	47,361,255	$	33,254,675
Payrolling		—		169,706		38,534		412,783
	$	23,513,725	$	19,056,373	$	47,399,789	$	33,667,458

        Unlike traditional staffing services, under a payrolling arrangement, the Company's customer recruits and identifies individuals for the Company to hire to provide services to the customer. The Company becomes the statutory employer although the customer maintains substantially all control over those employees. Accordingly, Emerging Issues Task Force ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent" requires that the Company does not reflect the direct payroll costs paid to such employees in revenues and cost of revenue.

NOTE 2—NEW ACCOUNTING PRONOUNCEMENTS

        FASB Interpretation No. 46 ("FIN 46")—Consolidation of Variable Interest Entities was effective for all enterprises with variable interests in variable interest entities created after January 31, 2003. FIN 46R, which was revised in December 2003, was effective for all entities to which the provisions of FIN 46 were not applied as of December 24, 2003. The Company adopted the provision of FIN 46R as of March 31, 2004. Under FIN 46R, if an entity is determined to be a variable interest entity, it must be consolidated by the enterprise that absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both.

        As a result of adopting FIN 46R, the Company has consolidated Stratus Technology Services, LLC ("STS"), a joint venture in which the Company has a 50% interest (See Note 11). The Company was deemed to be the primary beneficiary of STS since a son of the Chief Executive Officer of the Company has a majority interest in the other 50% venturer. STS provides information technology staffing services. After elimination of inter-company balances, the only asset remaining of STS included

F-53

in the Company's consolidated balance sheet is employee advances of $7,447, which is included in "Other Assets".

        Prior to the adoption of FIN 46R, the Company accounted for its investment in STS under the equity method and accordingly, included its share of the earnings (loss) of STS in "Other income (expense)". Beginning with the third quarter of fiscal 2004, STS will no longer be accounted for under the equity method, and its revenues and expenses will be included in the Company's consolidated statement of operations and will reflect the other venturer's share of earnings (loss) as a minority interest.

        Creditors of STS have no recourse to the general credit of the Company.

NOTE 3—LIQUIDITY

        At March 31, 2004, the Company had limited liquid resources. Current liabilities were $24,077,117 and current assets were $15,347,145. The difference of $8,729,972 is a working capital deficit, which is primarily the result of losses incurred during the last four years. Current liabilities include a cash overdraft of $16,181, which is represented by outstanding checks. These conditions raise substantial doubts about the Company's ability to continue as a going concern. The 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.

        The Company's continuation of existence is dependent upon the continued cooperation of its creditors, its ability to generate sufficient cash flow to meet its continuing obligations on a timely basis, to fund the operating and capital needs, and to obtain additional financing as may be necessary.

        Management of the Company has taken steps to revise and reduce its operating requirements, which it believes will be sufficient to assure continued operations and implementation of the Company's plans. The steps include closing branches that are not profitable, consolidating branches and reductions in staffing and other selling, general and administrative expenses.

        The Company continues to pursue other sources of equity or long-term debt financings. The Company also continues to negotiate payment plans and other accommodations with its creditors.

NOTE 4—EARNINGS/LOSS PER SHARE

        Basic "Earnings Per Share" ("EPS") excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS assumes conversion of dilutive options and warrants, and the issuance of common stock for all other potentially dilutive equivalent shares outstanding. There were no dilutive shares for the three and six months ended March 31, 2004 and 2003.

NOTE 5—INTANGIBLE ASSETS

        We completed our annual impairment review of goodwill during the first quarter of fiscal 2004 and determined that no impairment charge was required.

F-54

        As of March 31, 2004 and September 30, 2003, intangible assets consisted of the following:

	March 31, 2004			September 30, 2003
Covenant-not-to-compete	$	230,480		$	230,480
Customer list		1,957,709			1,957,709
		2,188,189			2,188,189
Less: accumulated amortization		(910,268	)		(686,610	)
	$	1,277,921		$	1,501,579

        Estimated amortization expense for each of the next five years is as follows:

For the Twelve Months Ending March 31,
2005	$	401,000
2006		206,000
2007		156,000
2008		156,000
2009		152,000

NOTE 6—LINE OF CREDIT

        The Company has a loan and security agreement (the "Loan Agreement") with a lending institution whereby the Company can borrow up to 85% of eligible accounts receivable, as defined, not to exceed the lesser of $12 million or six times the Company's tangible net worth (as defined). Until April 10, 2003, borrowings under the Loan Agreement bore interest at

        1³/4% above the prime rate (see below) and are collateralized by substantially all of the Company's assets. The Loan Agreement expires on June 12, 2005.

        At March 31, 2004, the Company was in violation of the following covenants under the Loan Agreement:

          (i)  Failing to meet the tangible net worth requirement, and;

         (ii)  The Company's Common Stock being delisted from the Nasdaq SmallCap Market

        The Company has received a waiver from the lender on the above.

        Effective April 10, 2003, the Company entered into a modification of the Loan Agreement which provides that borrowings under the Loan Agreement bear interest at 3% above the prime rate. The prime rate at March 31, 2004 was 4%.

NOTE 7—PREFERRED STOCK

a.     Series A

        The shares of Series A Preferred Stock have a stated value of $3.00 per share. The difference between the carrying value and redemption value of the Series A Preferred Stock was being accreted

F-55

through a charge to additional paid-in-capital through September 30, 2003, since prior to September 30, 2003, the current value of the Series A Preferred Stock, including accrued dividends, had been included in stockholders' equity. Pursuant to SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", the current value of the Series A Preferred Stock, including accrued dividends was classified as a liability at September 30, 2003. Accordingly, subsequent to September 30, 2003, the difference between the carrying value and redemption value of the Series A Preferred Stock is being accreted through a charge to interest expense through the June 30, 2008 redemption date.

        The Series A Preferred Stock entitles the holders thereof to cumulative dividends at $.21 per share per year, payable semi-annually, commencing on December 31, 2001, when and if declared by the Board of Directors. The shares of Series A Preferred Stock are convertible at the option of the holder into shares of the Company's Common Stock on a one-for-one basis. On June 30, 2008, the Company will be required to redeem any shares of Series A Preferred Stock outstanding at a redemption price of $3.00 per share together with accrued and unpaid dividends, payable at the Company's option, either in cash or in shares of common stock. For purposes of determining the number of shares which the Company will be required to issue if it chooses to pay the redemption price in shares of Common Stock, the Common Stock will have a value equal to the average closing price of the Common Stock during the five trading days immediately preceding the date of redemption.

        In July 2003, the Company entered into an agreement with Artisan (UK) plc ("Artisan") pursuant to which the Company has agreed to redeem the aggregate 1,458,933 shares of its Series A Preferred Stock owned by Artisan.com and Cater Barnard (USA) plc, an affiliate of Artisan. These shares represent all of the shares of Series A Preferred Stock currently outstanding. The agreement, as amended in March 2004, provides that the Company's obligation to redeem the Series A Preferred Stock is contingent upon the Company's sale of not less than $1,000,000 of units consisting of one share of common stock and one common stock warrant ("Units") in a proposed "best-efforts" public offering of securities (the "Offering"). If the Company sells at least $1,000,000 of Units in the Offering, it will be obligated to pay $500,000 to Artisan within 7 days after the $1,000,000 of Units are sold. In addition, the Company will be obligated to pay Artisan an additional $250,000 by January 31, 2005 or, at the Company's option, issue to Artisan shares of the Company's common stock having an aggregate market value of $250,000, based upon the average closing bid prices of the common stock for the 30 trading days preceding January 31, 2005. If the Company fails to make the $250,000 payment in cash or stock, it will be required to pay Artisan $300,000 in cash, plus interest calculated on a daily basis at a rate of 18% a year from the date of the default to the date the default is cured. The Company has also agreed to issue to Artisan 1,750,000 shares of the Company's common stock within 7 days of the initial closing of the Offering.

b.     Series E

        The shares of Series E Preferred Stock have a stated value of $100 per share. The holders of the Series E Preferred stock are entitled to cumulative dividends at a rate of 6% of the stated value per year, payable every 120 days, in preference and priority to any payment of any dividend on the Company's Common Stock. Dividends may be paid, at the Company's option, either in cash or in shares of Common Stock, valued at the Series E Conversion Price (as defined below). Holders of

F-56

Series E Preferred Stock are entitled to a liquidation preference of $100 per share, plus accrued and unpaid dividends.

        The Series E Preferred Stock is convertible into Common Stock at a conversion price equal to 75% of the average of the closing bid prices, for the five trading days preceding the conversion date, for the Common Stock. The number of shares issuable upon conversion is determined by multiplying the number of shares of Series E Preferred Stock to be converted by $100, and dividing the result by the Series E Conversion Price then in effect.

        Holders of Series E Preferred Stock do not have any voting rights, except as required by law.

        The Company may redeem the shares of the Series E Preferred Stock at any time prior to conversion, at a redemption price of 115% of the purchase price paid for the Series E Preferred Shares, plus any accrued but unpaid dividends.

        The discount arising from the beneficial conversion feature was treated as a dividend from the date of issuance to the earliest conversion date.

        During the six months ended March 31, 2004, holders of Series E Preferred Stock converted 3,725 shares into 2,853,538 shares of common stock at conversion prices between $.116 and $.1575. During the six months ended March 31, 2003, holders of Series E Preferred Stock converted 5,637 shares into 4,718,911 shares of Common Stock at conversion prices between $.108 and $.186.

c.     Series F

        In July 2002, the Company's Chief Executive Officer (the "CEO") invested $1,000,000 in the Company in exchange for 10,000 shares of newly created Series F Convertible Preferred Stock (the "Series F Preferred Stock"), which has a stated value of $100 per share.

        The holder of the Series F Preferred Stock is entitled to receive, from assets legally available therefore, cumulative dividends at a rate of 7% per year, accrued daily, payable monthly, in preference and priority to any payment of any dividend on the Common Stock and on the Series F Preferred Stock. Dividends may be paid, at the Company's option, either in cash or in shares of Common Stock, valued at the Series F Conversion Price (as defined below). Holders of Series F Preferred Stock are entitled to a liquidation preference of $100 per share, plus accrued and unpaid dividends.

        The Series F Preferred Stock is convertible into Common Stock at a conversion price (the "Series F Conversion Price") equal to $.10 per share. The number of shares issuable upon conversion is determined by multiplying the number of shares of Series F Preferred Stock to be converted by $100, and dividing the result by the Series F Conversion Price.

        Except as otherwise required by law, holders of Series F Preferred Stock and holders of Common Stock shall vote together as a single class on each matter submitted to a vote of stockholders. Each outstanding share of Series F Preferred Stock shall be entitled to the number of votes equal to the number of full shares of Common Stock into which each such share of Series F Preferred Stock is then convertible on the date for determination of stockholders entitled to vote at the meeting. Holders of the Series F Preferred Stock are entitled to vote at the meeting. Holders of the Series F Preferred Stock are entitled to vote as a separate class on any proposed amendment to the terms of the Series F

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Preferred Stock which would increase or decrease the number of authorized shares of Series F Preferred Stock or have an adverse impact on the Series F Preferred Stock and on any proposal to create a new class of shares having rights or preferences equal to or having priority to the Series F Preferred Stock.

        The Company may redeem the shares of the Series F Preferred Stock at any time prior to conversion at a redemption price of 115% of the purchase price paid for the Series F Preferred Shares plus any accrued but unpaid dividends.

        During the six months ended March 31, 2004, the Company's CEO converted 2,000 shares of the Series F Preferred Stock into 2,000,000 shares of common stock. During the six months ended March 31, 2003, the Company's CEO converted 2,000 shares of the Series F Preferred Stock into 2,000,000 shares of common stock.

NOTE 8—STOCK-BASED COMPENSATION

        The Company accounts for its stock-based compensation plans using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Accordingly, no stock-based employee compensation cost has been recognized in the financial statements as all options granted under the Company's stock option plan, had an exercise price at least equal to the market value of the underlying common stock on the date of grant. The pro forma information below is based on provisions of SFAS No. 123, "Accounting for Stock-Based

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Compensation", as amended by SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure", issued in December 2002.

	Three Months Ended March 31,						Six Months Ended March 31,
	2004			2003			2004			2003
				(Restated)						(Restated)
Net (loss) from continuing operations attributable to common stockholders, as reported	$	(2,162,750	)	$	1,777,332	)	$	(2,153,848	)	$	(2,874,640	)
Deduct:
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(208,700	)		(827,908	)		(417,400	)		(1,419,238	)
Proforma net (loss) from continuing operations attributable to common stockholders	$	(2,371,450	)	$	(2,605,240	)	$	(2,571,248	)	$	(4,293,878	)
Earnings(loss) from continuing operations per common share attributable to common stockholders:
Basic—as reported	$	(.09	)	$	(.10	)	$	(.10	)	$	(.18	)
Basic—pro forma	$	(.10	)	$	(.15	)	$	(.11	)	$	(.27	)
Diluted—as reported	$	(.09	)	$	(.10	)	$	(.10	)	$	(.18	)
Diluted—pro forma	$	(.10	)	$	(.15	)	$	(.11	)	$	(.27	)

NOTE 9—ACQUISITION

        Effective as of December 1, 2002, (the "Effective Date"), the Company purchased substantially all of the tangible and intangible assets, excluding accounts receivable, of six offices of Elite Personnel Services ("Elite"), a California corporation. The Elite branches provide temporary light industrial and clerical staffing in six business locations in California and Nevada. The Company also took over Elite's Downey, California office, from which Elite serviced no accounts but which it utilized as a corporate office. The Company intends to continue to utilize the Downey office as a regional corporate facility. The acquisition of Elite furthers the Company's expansion into the California staffing market. Pursuant to the terms of an Asset Purchase Agreement between the Company and Elite dated November 19, 2002 (the "Asset Purchase Agreement"), the purchase price payable at closing (the "Base Purchase Price") for the assets was $1,264,000, all of which was represented by an unsecured promissory note. In addition to the Base Purchase Price, Elite will also receive as a deferred purchase price, an amount equal to 10% of the annual "Gross Profits" as defined in the Asset Purchase Agreement of the acquired business between $2,500,000 and $3,200,000, and 15% of the annual Gross Profits of the acquired business in excess of $3,200,000 for a period of two years from the Effective Date. In connection with the transaction, Elite, its President and other key management members entered into non-competition and non-solicitation agreements pursuant to which they agreed not to compete with the Company in the territories of the acquired business for periods ranging from twelve months to five

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years, and to not solicit the employees or customers of the acquired business for periods ranging from twelve months to five years.

        For financial accounting purposes, interest on the note has been imputed at a rate of 11% per year. Accordingly, the note and Base Purchase Price has been recorded at $845,875. In accordance with SFAS No. 141, "Business Combinations" the contingent portion of the purchase price has been recognized as a liability to the extent that the net acquired assets exceed the purchase price. Accordingly, $244,000 is included in "Accounts payable and accrued expenses" on the attached balance sheets as of March 31, 2004 and September 30, 2003. There was an additional $176,644 of costs paid to third parties in connection with the acquisition.

        The following summarizes the fair value of the assets acquired at the date of acquisition based upon a third-party valuation of certain intangible assets:

Property and equipment	$	75,000
Covenant-not-to-compete		19,500
Customer list		1,172,019
Total assets acquired	$	1,266,519

        The covenant-not-to-compete and customer list are being amortized over their estimated useful life of five and seven years, respectively.

        The unaudited pro forma results of operations for the six months ended March 31, 2003 presented below assume that the acquisition had occurred at the beginning of fiscal 2003. This information is presented for informational purposes only and includes certain adjustments such as amortization of intangibles resulting from the acquisitions and interest expense related to acquisition debt.

Revenues		$	39,245,458
Net (loss) from continuing operations attributable to common stockholders			(2,814,666	)
Net (loss) per share attributable to common stockholders
	Basic	$	(.18	)
	Diluted	$	(.18	)

NOTE 10—DISCONTINUED OPERATIONS

Sale of Certain Branches

        On March 9, 2003, the Company completed the sale of substantially all of the tangible and intangible assets, excluding accounts receivable, of its Colorado Springs, Colorado office. Pursuant to the terms of an asset purchase agreement between the Company and US Temp Services, Inc. ("US Temps") dated March 9, 2003, the purchase price for the purchased assets was $20,000 which was paid by a promissory note, which bears interest at the rate of 6% per year and is payable in monthly installments of $608 over a three year period. The note is secured by a security interest on all of the purchased assets.

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        The purchase price for the assets acquired by US Temps was arrived at through negotiations between the parties and resulted in a gain on sale of $13,958.

        On August 22, 2003, the Company completed the sale, effective as of August 18, 2003 (the "ALS Effective Date") of substantially all of the tangible and intangible assets, excluding accounts receivable, of its Miami Springs, Florida office. Pursuant to the terms of the Asset Purchase Agreement between the Company and ALS, LLC, a Florida limited liability company ("ALS") dated August 22, 2003 (the "Purchase Agreement"), the purchase price for the purchased assets was $128,000, which was paid by a promissory note, which bears interest at the rate of 7% per year with payments over a 60 month period. The amount of the monthly payments due under the note is greater of $10 per month or 20% of the monthly net profits generated by the staffing business originating from the purchased assets. However, until such time as all outstanding amounts due and owing by the Company to ALS, as of the date of the Purchase Agreement in the amount of $289,635, ($150,000 at March 31, 2004), have been paid in full, these monthly payments shall be deducted from any and all amounts due from the Company to ALS (see Note 11). The note is secured by a security interest in all of the purchased assets.

        In connection with the transaction, ALS entered into a non-compete and non-solicitation agreement pursuant to which ALS agreed not to compete with the Company with respect to any of the Company's other remaining offices for a period of 18 months.

        The purchase price for the assets acquired by ALS was arrived at through negotiations with a related party purchaser and resulted in a gain on sale of $10,777. The son of the Company's President and Chief Executive Officer is a 50% member in ALS, LLC.

        On September 10, 2003, the Company completed the sale, effective as of September 15, 2003 (the "Effective Date"), of substantially all of the tangible and intangible assets, excluding accounts receivable, of five of its New Jersey offices to D/O Staffing LLC ("D/O"). The offices sold are the following: Elizabeth, New Brunswick, Paterson, Perth Amboy, and Trenton, New Jersey. Pursuant to the terms of an asset purchase agreement between D/O and the Company dated September 10, 2003 (the D/O Purchase Agreement"), the base purchase price for the purchased assets was $1,250,000 payable as follows:

(i)

$1,150,000 payable in certified funds at the closing; and



(ii)

$100,000 payable in certified funds into escrow at the closing to be held in escrow by attorneys for the Buyer pursuant to the terms of an escrow agreement, to account for certain post-closing adjustments.

        Additionally, the Company may be entitled to receive as a deferred purchase price (the "Bonus"), an amount equal to $125,000, if, for the one year period measured from the Effective Date, the purchased assets generate for D/O at least $18,000,000 in actual billings by client accounts serviced by the Company as of the Closing and transferred by the Company to D/O pursuant to the D/O Purchase Agreement. The Bonus, if any, is payable by a promissory note, payable over 24 months and bearing interest at an interest rate of 6% a year.

        The purchase price for the assets was arrived at through negotiations between the parties and resulted in a (loss) on sale of $(50,354).

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        On September 29, 2003, the Company completed the sale of substantially all of the tangible and intangible assets, excluding accounts receivable, of its Las Vegas, Nevada office. Pursuant to the terms of an asset purchase agreement between the Company and US Temps dated September 29, 2003, the purchase price for the purchased assets was $105,000, all of which was paid by a promissory note, which bears interest at the rate of 6% per year and is payable in monthly installments of $2,030, over a five year period. The note is secured by a security interest on al of the purchased assets.

        The purchase price for the assets acquired by US Temps was arrived at through negotiations between the parties and resulted in a gain on sale of $4,599.

        Revenues from the aforementioned certain branches were $4,822,397 and $10,236,332 for the three and six months ended March 31, 2003, respectively.

        The statement of operations for the three and six months ended March 31, 2003, has been reclassified to reflect the operating results of the sold branches as discontinued operations.

NOTE 11—RELATED PARTY TRANSACTIONS

Consulting Agreement

        The son of the Chief Executive Officer of the Company (the ("CEO") provides consulting services to the Company. Consulting expense was $16,200 and $30,100 for the six months ended March 31, 2004 and 2003, respectively. The Company has paid consulting fees to an entity whose stockholder is another son of the CEO of the Company. Consulting fees amounted to $14,000 and $50,000 for the six months ended March 31, 2004 and 2003, respectively.

Joint Venture

        The Company provides information technology staffing services through a joint venture, Stratus Technology Services, LLC ("STS"), in which the Company has a 50% interest. A son of the CEO of the Company has a majority interest in the other 50% venturer. The Company's income (loss) from operations of STS of $(19,280) and $28,136 for the six months ended March 31, 2004 and 2003, respectively, and $(24,575) and $22,346 for the three months ended March 31, 2004 and 2003, respectively, is included in other income (expense) in the statements of operations.

        Effective March 31, 2004, the Company adopted the provisions of FIN 46R as it relates to STS (See Note 2).

Note Receivable

        The $128,000 "Note Receivable—related party" as of March 31, 2004, is the amount due from ALS in connection with the sale of the Company's Miami Springs, Florida office (see Note 10). ALS is the holding company for Advantage Services Group, LLC ("Advantage").

Cost of Revenues

        In November 2003, the Company entered into agreements with Advantage, whereby Advantage is to provide payrolling services with respect to four of the Company's accounts, at Advantage's cost plus

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a fee ranging between 2% to 3%. The Company has pledged the four accounts as security for its obligation under these agreements. In addition, if the aggregate payroll of employees provided under these agreements does not equal at least $8 million by November 30, 2004, the Company will be required to pay Advantage an amount equal to 8% of the shortfall. Costs incurred under the agreements and a previous agreement was $3,871,593 and $1,210,232 in the six months ended March 31, 2004 and 2003, respectively.

        In addition to the foregoing, in November 2003, the Company agreed to pay Advantage $5,000 per week until $225,000 owed to Advantage in connection with the previous agreement for payrolling services has been paid. As of March 31, 2004, $75,000 has been paid under this agreement. The obligation to pay this amount is secured by a warrant to purchase 2,000,000 shares of the Company's common stock. The warrant, which is exercisable only if the Company defaults on its payment obligations to Advantage, has an exercise price equal to the lower of $.15 per share or 75% of the then current market price of the common stock.

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STRATUS SERVICES GROUP, INC.

12,500,000 Units

PROSPECTUS

Essex & York, Inc.

July 9, 2004

QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
Summary Financial Information
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.
USE OF PROCEEDS
CAPITALIZATION
MARKET FOR COMMON STOCK
DIVIDEND POLICY
SELECTED FINANCIAL DATA (In thousands except per share data)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
DESCRIPTION OF BUSINESS
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
EXECUTIVE COMPENSATION
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PLAN OF DISTRIBUTION
DESCRIPTION OF SECURITIES
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
LEGAL MATTERS
EXPERTS
ADDITIONAL INFORMATION
STRATUS SERVICES GROUP, INC. INDEX TO FINANCIAL STATEMENTS
As of March 31, 2004 and 2003 and for the Six Months Ended March 31, 2004 and 2003
Independent Auditors' Report
STRATUS SERVICES GROUP, INC. Balance Sheets
STRATUS SERVICES GROUP, INC. Statements of Operations
STRATUS SERVICES GROUP, INC. Statements of Cash Flows
STRATUS SERVICES GROUP, INC. Statement of Stockholders' Equity (Deficiency)
STRATUS SERVICES GROUP, INC. Statements of Comprehensive Income
STRATUS SERVICES GROUP, INC. Notes to Financial Statements
STRATUS SERVICES GROUP, INC. Condensed Consolidated Balance Sheets
STRATUS SERVICES GROUP, INC. Condensed Consolidated Statements of Operations (Unaudited)
STRATUS SERVICES GROUP, INC. Condensed Consolidated Statements of Cash Flows (Unaudited)
STRATUS SERVICES GROUP, INC. Notes to Condensed Consolidated Financial Statements (Unaudited)