UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 22, 2004

STRATUS SERVICES GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-15789		22-3499261
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

500 Craig Road, Suite 201, Manalapan, New Jersey 07726

(Address of principal executive offices)

(732) 866-0300

(Registrant’s telephone number including area code)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) The following exhibit is being furnished herewith:

EXHIBIT

99 New Release dated April 22, 2004, of Stratus Services Group, Inc.

ITEM 9. REGULATION FD DISCLOSURE (Information provided under Item 12 – Results of Operations and Financial Condition).

The following information is being provided under Item 12 – Results of Operations and Financial Condition. It is being furnished under Item 9 of this Form 8-K in accordance with interim guidance issued by the SEC in Release No. 33-8216. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

On April 22, 2004, Stratus Services Group, Inc. issued a news release to report on certain recent developments that resulted in (i) a potential management change, and (ii) a change in Stratus’ projected financial information. The release is furnished as Exhibit 99 hereto.

SIGNATURES

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

	STRATUS SERVICES GROUP, INC.


	By:	/s/ Joseph J. Raymond
			Joseph J. Raymond
			President & CEO



Date: May 4, 2004