<PAGE>

                                 UNITED STATE
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 8-K/A


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


Date of Report (Date of earliest event reported):  June 16, 2000



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


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






<PAGE>


      The undersigned Registrant hereby amends and restates its Current
Report on Form 8-K filed with the Securities and Exchange Commission on June
30, 2000 which excluded certain financial statements and pro forma financial
information not available at the time of filing.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.

      (a) On June 16, 2000, Stratus Services Group, Inc., a Delaware corporation
("Stratus" or the "Registrant") purchased substantially all of the tangible and
intangible assets, excluding accounts receivable of eight offices of Tandem, a
division of Outsource International, Inc. ("Outsource"), a Florida corporation,
pursuant to the terms of an Asset Purchase Agreement dated June 16, 2000. The
initial purchase price for the assets was $1.3 million, of which $800,000 was
paid in cash at the closing and the remaining $500,000 was represented by
promissory notes. The first note, representing $400,000, is payable in two
installments of $200,000 plus accrued interest at 8.5% per annum, at 90 days and
180 days after the closing of the asset purchase agreement. The second note,
representing $100,000 bears interest at 8.5% per annum and is payable in 12
equal monthly installments beginning January 1, 2001. In connection with the
transaction, Outsource entered into a Non-competition and Non-Solicitation
Agreement pursuant to which it agreed not to compete with the Registrant in the
territories of the acquired business for a period of two years and to not
solicit the employees or customers of the acquired business for a period of
three years.

      The purchase price was arrived at through arms-length negotiations between
the parties. The cash portion of the purchase price was funded from available
cash on hand.

      The Tandem branches provide temporary industrial staffing in eight
business locations in the cities of Trenton, NJ, Lebanon, PA, Norristown, PA,
New Brunswick, NJ, Perth Amboy, NJ, Paterson, NJ, Elizabeth, NJ and Cranbury,
NJ, with estimated 1999 revenues of $25 million.

      The Registrant currently intends to continue to operate the business
formerly conducted by Tandem at the purchased locations with the purchased
assets for the foreseeable future. The foregoing statement of the Registrant's
intention is a forward looking statement within the meaning of Section 21E of
the Securities Exchange Act of 1934, and is based on certain assumptions,
including among others, general economic conditions, management's expectations
regarding the operating results of the Registrant and the purchased locations,
the capital requirements of continuing Tandem's current business and others.
Should these assumptions change, or prove to be inaccurate, the Registrant's
actual future conduct of Tandem's business could differ materially from the
intention stated.

      The above descriptions of the asset purchase agreement and the
Non-competition and Non-solicitation agreements do not purport to be complete
and are qualified in their entirety by the full text of such documents, which
are attached as exhibits hereto.




                                       2
<PAGE>




ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

      (a)   FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

      The financial statements of the Mid-Atlantic Region of OutSource
International, Inc. and the notes thereto are located on pages 3 through 11
of this Form 8-K/A.

INDEPENDENT AUDITORS' REPORT
To the Board of Directors
  Outsource International, Inc.
Delray Beach, Florida:

We have audited the accompanying statements of net assets sold of the
Mid-Atlantic region of Outsource International, Inc. (the "Mid-Atlantic") as of
December 31, 1999 and 1998, and the statements of net revenues, cost of
revenues, and direct operating expenses for each of the three years in the
period ended December 31, 1999, pursuant to the Asset Purchase Agreement dated
June 16, 2000 between Outsource International of America, Inc., a wholly-owned
subsidiary of Outsource International, Inc., and Stratus Services Group, Inc.,
dated June 16, 2000, as described in Note 1 to the financial statements. These
financial statements are the responsibility of Outsource International, Inc.'s
management. Our responsibility is to express an opinion on 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 principles 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.

The accompanying financial statements were prepared to present the net assets of
the Mid-Atlantic sold to Stratus Services Group, Inc. pursuant to the Asset
Purchase Agreement described in Note 1, and the net revenues, cost of revenues,
and direct operating expenses of the Mid-Atlantic, and are not intended to be a
complete presentation of the Mid-Atlantic's financial position, results of
operations and cash flows.

In our opinion, such financial statements present fairly, in all material
respects, the net assets sold of the Mid-Atlantic pursuant to the Asset Purchase
Agreement referred to in Note 1 as of December 31, 1999 and 1998, and the net
revenues, cost of revenues, and direct operating expenses for each of the three
years in the period ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying statements of net revenues, cost of revenues and direct
operating expenses for the periods ended June 19, 2000 and June 30, 1999 were
not audited by us and, accordingly, we do not express an opinion on them.

DELOITTE & TOUCHE LLP

August 25, 2000



                                       3
<PAGE>




THE MID-ATLANTIC REGION OF OUTSOURCE INTERNATIONAL, INC.

STATEMENTS OF NET ASSETS SOLD (in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                     DECEMBER 31,   DECEMBER 31,
                                                        1999           1998
                                                    -------------  -------------
ASSETS
<S>                                                     <C>             <C>
  Property and equipment, net                           $  147          $  161
  Goodwill and other intangible assets, net              1,339           3,677
                                                        ------          ------

                                                         1,486           3,838


LIABILITIES
  Commitments and contingencies (Note 5)                  --              --
                                                        ------          ------

Total net assets sold                                   $1,486          $3,838
                                                        ======          ======

</TABLE>

See accompanying notes to financial statements.



                                       4
<PAGE>


THE MID-ATLANTIC REGION OF OUTSOURCE INTERNATIONAL, INC.

STATEMENTS OF NET REVENUES, COST OF REVENUES, AND DIRECT
OPERATING EXPENSES (in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   PERIODS ENDED       YEARS ENDED DECEMBER 31,
                                 -----------------   ---------------------------
                                 JUNE 19,  JUNE 30,
                                   2000      1999      1999      1998      1997
                                 -------   -------   -------   -------   -------
                                (UNAUDITED)
<S>                              <C>       <C>       <C>       <C>       <C>
Net revenues                     $11,467   $11,476   $24,705   $26,658   $20,445
Cost of revenues                   9,393     9,532    20,549    22,224    16,883
                                 -------   -------   -------   -------   -------

Gross profit                       2,074     1,944     4,156     4,434     3,562
Direct operating expenses          1,426     1,250     2,754     2,547     2,114
                                 -------   -------   -------   -------   -------

Excess of gross profit over
  direct operating expenses      $   648   $   694   $ 1,402   $ 1,887   $ 1,448
                                 =======   =======   =======   =======   =======
</TABLE>


See accompanying notes to financial statements.





                                       5
<PAGE>


THE MID-ATLANTIC REGION OF OUTSOURCE INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION RELATED TO THE PERIODS ENDED
JUNE 19, 2000 AND JUNE 30, 1999 IS UNAUDITED)
--------------------------------------------------------------------------------


1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF BUSINESS - Outsource International, Inc. and Subsidiaries (the
    "Company") is a national provider of human resource services focusing on the
    flexible industrial staffing market. Industrial staffing services include
    recruiting, training and workforce re-deployment.

    BASIS OF PRESENTATION - The accompanying financial statements have been
    prepared for the purpose of presenting the net assets sold of the
    Mid-Atlantic region of the Company (the "Mid-Atlantic") as of December 31,
    1999 and 1998 pursuant to the Asset Purchase Agreement (the "Agreement")
    dated June 16, 2000 between Outsource International of America, Inc., a
    wholly-owned subsidiary of the Company, and Stratus Services Group, Inc.
    (the "Buyer") and the Mid-Atlantic's net revenues, cost of revenues and
    direct operating expenses for the period from January 1, 2000 to June 19,
    2000, the date the transaction was consummated (the "Closing Date") and the
    six-month period ended June 30, 1999 and for each of the three years in the
    period ended December 31, 1999.

    Pursuant to the Agreement, the Company sold to the Buyer all of the tangible
    and intangible assets owned or used by the Company exclusively in connection
    with the operation of the Mid-Atlantic in exchange for consideration
    totaling approximately $1.3 million, consisting of $800,000 in cash and
    $500,000 in notes receivable. The Buyer has agreed to assume all liabilities
    arising after the Closing Date relating to the Mid-Atlantic's Contracts, as
    defined, and on lease agreements related to the operations of the
    Mid-Atlantic.

    Historically, the Company did not prepare financial statements for the
    Mid-Atlantic. The accompanying financial statements are derived from the
    historical accounting records of the Company, and present the net assets
    sold of the Mid-Atlantic, in accordance with the Agreement, as of December
    31, 1999 and 1998, and the statements of net revenues, cost of revenues, and
    direct operating expenses for the periods ended June 19, 2000 and June 30,
    1999 and for each of the three years in the period ended December 31, 1999,
    and are not intended to be a complete presentation of the Mid-Atlantic's
    financial position, results of operations and cash flows. The historical
    operating results may not be indicative of the results after acquisition by
    the Buyer.

    The statements of net revenues, cost of revenues and direct operating
    expenses include all revenues and expenses directly attributable to
    Mid-Atlantic, which consisted of eight flexible industrial staffing branch
    offices located in the states of Pennsylvania and New Jersey. Direct
    operating expenses consist primarily of amortization of goodwill, interest
    expense on a note payable, and selling, general and administrative expenses.
    The statements do not include allocations of corporate service center costs,
    such as interest on Company debt or corporate service center employees'
    salaries. The Company did not maintain the Mid-Atlantic as a separate
    business unit and had never allocated indirect costs to the region.
    Accordingly, it is not practical to isolate or allocate indirect operating
    costs applicable to the Mid-Atlantic.

    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


                                       6
<PAGE>

    assets and liabilities and disclosure of contingent assets and liabilities
    at the date of the financial statements and the reported amount of revenues
    and expenses during the reporting period. Actual results could differ from
    those estimates.

    REVENUE RECOGNITION - All staffing revenues are based upon the gross payroll
    of the Mid-Atlantic's staffing employees plus a corresponding fee. The
    Mid-Atlantic's fee structure is based upon the estimated costs of
    employment-related taxes, health benefits, workers' compensation benefits,
    insurance and other services offered by the Mid-Atlantic plus a negotiated
    mark-up. All staffing customers are invoiced on a periodic basis ranging
    from weekly to monthly. The staffing revenues, and related costs of wages,
    salaries, employment taxes and benefits related to worksite employees, are
    recognized in the period in which those employees perform the staffing
    services.

    PROPERTY AND EQUIPMENT - Property and equipment is stated at cost and
    depreciated or amortized on straight-line bases over the estimated useful
    service lives of the respective assets, which range from five to seven
    years. Leasehold improvements are stated at cost and amortized over the
    shorter of the term of the lease or estimated useful life of the
    improvement.

    LONG-LIVED ASSETS - In accordance with Statement of Financial Accounting
    Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
    FOR LONG-LIVED ASSETS TO BE DISPOSED OF, impairments, measured using fair
    value, are recognized whenever events or changes in circumstances indicate
    that the carrying amount of long-lived assets may not be recoverable and the
    projected future undiscounted cash flows attributed to the assets are less
    than their carrying values.

    GOODWILL AND OTHER INTANGIBLE ASSETS - Identifiable intangible assets
    include customer lists, employee lists and covenants not to compete acquired
    in connection with acquisitions. Such assets are recorded at fair value on
    the date of acquisition as determined by management with assistance by an
    independent valuation consultant and are being amortized over the estimated
    periods to be benefited, ranging from less than one year to 15 years.
    Goodwill relates to the excess of cost over the fair value of net assets of
    the businesses acquired. Amortization is calculated on a straight-line basis
    over a weighted average period of 30 years.

    Management assesses on an ongoing basis if there has been an impairment in
    the carrying value of its intangible assets. If the undiscounted future cash
    flows over the remaining amortization period of the respective intangible
    asset indicate that the value assigned to the intangible asset may not be
    recoverable, the carrying value of the respective intangible asset will be
    reduced. The amount of any such impairment would be determined by comparing
    anticipated discounted future cash flows from acquired businesses, which is
    the basis for estimating fair value, with the carrying value of the related
    assets. In performing this analysis, management considers such factors as
    current results, trends and future prospects, in addition to other relevant
    factors.

    WORKERS' COMPENSATION - Effective January 1, 1997 through June 19, 2000, the
    Company's workers' compensation insurance coverage provided for a $250,000
    deductible per accident or industrial illness with an aggregate maximum
    dollar limit. The Company employs an independent third-party administrator
    to assist it in establishing an appropriate accrual for the uninsured
    portion of workers' compensation claims arising in those years, including
    claims incurred but not reported, based on prior experience and other
    relevant data. The Company's policy is to accrue workers' compensation
    expense equal to the fully developed cost of claims incurred up to those
    maximum dollar limits, using internally generated rates that reflect the
    specific risk profile of each geographic region in order to allocate the
    maximum dollar limit between regions.



                                       7
<PAGE>

    Workers' compensation expense is included in the accompanying statements of
    net revenues, costs of revenues and direct operating expenses, and amount to
    $485,000, $424,000, $888,000, $964,000 and $796,000 for the periods ended
    June 19, 2000 and June 30, 1999 and for the years ended December 31, 1999,
    1998 and 1997, respectively.

2.  PROPERTY AND EQUIPMENT

    Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                         DECEMBER 31,   DECEMBER 31,
                                                            1999           1998
                                                         -----------    -----------
<S>                                                          <C>            <C>
       Computer equipment                                    $161           $135
       Computer software                                       15
       Leasehold improvements                                 122            117
       Furniture and fixtures                                  24             23
                                                             ----           ----

       Property and equipment                                 322            275
       Less accumulated depreciation                          175            114
                                                             ----           ----

       Property and equipment, net                           $147           $161
                                                             ====           ====
</TABLE>



    Under the terms of the Agreement, the Buyer has the option to purchase up
    to thirteen vans from the Company by June 26, 2000, which would then be
    executed under a separate promissory note. The Company has not been
    informed of any intent to purchase these vehicles, which have accordingly
    been excluded from the statement of assets sold.

    Property and equipment of the Mid-Atlantic has been pledged as collateral
    under the Company's borrowing facilities as of December 31, 1999 and 1998.

    Depreciation and amortization expense for property and equipment for the
    periods ended June 19, 2000 and June 30, 1999 and for the years ended
    December 31, 1999, 1998 and 1997 was $0, $139,000, $259,000, $263,000 and
    $203,000, respectively (see Note 3).

3.  RESTRUCTURING, SALE OF OPERATIONS AND ASSETS HELD FOR DISPOSITION

    On August 6, 1999, the Company announced its intention to improve its
    short-term liquidity, concentrate its operations within the flexible
    staffing segment and improve its operating performance within that segment
    through the sale, franchise, closure or consolidation of 47 of the 117
    flexible staffing branch offices existing as of June 30, 1999 (the
    "Restructuring"). Of the 47 branch offices that have been or will be
    eliminated in connection with the Restructuring, 26 and 41 offices had been
    sold, franchised, closed, or consolidated as of December 31, 1999 and August
    15, 2000, respectively. These offices, which included the Mid-Atlantic, were
    not or are not expected to be adequately profitable in the near future or
    are inconsistent with the Company's operating strategy of clustering offices
    within specific geographic regions. As of December 31, 1999, 21 flexible
    staffing offices remained to be sold as part of the Restructuring, and the
    Company has classified the related tangible and intangible assets, excluding
    cash, accounts receivable and deferred income taxes, as assets held for
    disposition. Upon classification as assets held for disposition, the Company
    discontinued the related depreciation and amortization for these assets. The
    estimated fair value of these assets held for disposition was based, in some
    cases, on management's judgment.




                                       8
<PAGE>




    The Company's assets held for disposition as of December 31, 1999 and
    included in the Agreement were stated at the lower of original cost (net of
    accumulated depreciation or amortization) or fair value (net of selling and
    disposition costs) and presented in thousands, as follows:

<TABLE>
<CAPTION>
                                        ORIGINAL COST, NET
                              ------------------------------------------------  LOWER OF
                                PROPERTY AND   GOODWILL AND OTHER                COST OR
                                 EQUIPMENT     INTANGIBLE ASSETS       TOTAL    FAIR VALUE
                              ----------- -------------------------- ---------  ----------
<S>                               <C>               <C>               <C>        <C>
Assets held for disposition       $ 147             $ 3,504           $ 3,651    $ 1,486
</TABLE>


4.  GOODWILL AND OTHER INTANGIBLE ASSETS

    Goodwill and other intangible assets consist of the following amounts, which
    are presented in thousands, and, with respect to the December 31, 1999
    balances, are after the effect of the impairment reduction discussed
    earlier:

<TABLE>
<CAPTION>

                                                               WEIGHTED
                                                               AVERAGE
                                 DECEMBER 31, DECEMBER 31,   AMORTIZATION
                                     1999        1998          PERIODS
                                 -----------  -----------    -------------
<S>                                 <C>         <C>           <C>
Goodwill                            $1,389      $3,558        30.0 years
Customer lists                         370         370         8.0 years
Covenants not
  to compete                            73          73         5.0 years
Employee lists                          30          30         0.1 year
                                    ------      ------

Goodwill and other
  intangible assets                  1,862     4,031          27.3 years
Less accumulated
  amortization                         523      354
                                    ------    ------

Goodwill and other
  intangible assets, net            $1,339   $3,677           25.4 years
                                    ======   ======
</TABLE>



    The costs of each acquisition were allocated to the assets acquired and
    liabilities assumed based on their fair values at the date of acquisition as
    determined by management with the assistance of an independent valuation
    consultant.

5.  COMMITMENTS AND CONTINGENCIES

    LEASE COMMITMENTS - The Mid-Atlantic conducts its operations in various
    leased facilities under leases that are classified as operating leases for
    financial reporting purposes. The leases provide for the Company to pay real
    estate taxes, common area maintenance and certain other expenses. Lease
    terms, excluding renewal option periods exercisable by the Company at
    escalated rents, expire between 2000 and 2005. Also, certain equipment used
    in the Mid-Atlantic's operations is leased under operating leases.



                                       9
<PAGE>




    The following is a summary of fixed minimum lease commitments required under
    all noncancellable operating leases for the years ended after December 31,
    1999:

<TABLE>
<CAPTION>
                                                               (in thousands)
<S>                                                              <C>
      2000                                                       $ 192
      2001                                                         125
      2002                                                          47
      2003                                                          21
      2004                                                           3
      Thereafter                                                    -
                                                                 -----
      Total                                                      $ 388
                                                                 =====
</TABLE>


    Rent expense, including equipment rental, was $110,000 and $95,000 for the
    periods ended June 19, 2000 and June 30, 1999, respectively, and $194,000,
    $170,000, and $125,000 for the years ended December 31, 1999, 1998, and
    1997, respectively.

    UNEMPLOYMENT TAXES - Federal and state unemployment taxes represent a
    significant component of the Mid-Atlantic's cost of revenues. State
    unemployment taxes are determined as a percentage of covered wages. Such
    percentages are determined in accordance with the laws of each state and
    usually take into account the unemployment history of the Mid-Atlantic's
    employees in that state. The Company has realized reductions in its state
    unemployment tax expense as a result of changes in its organizational
    structure from time to time. Although the Company believes that these
    expense reductions were achieved in compliance with applicable laws, taxing
    authorities of a particular state have recently indicated that they may
    challenge these reductions. The Company is unable, at this time, to
    reasonably estimate the effect of such a challenge by this state or by other
    states.

6.  SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK

    For the periods ended June 19, 2000 and June 30, 1999, and for the years
    ended December 31, 1999 and 1998, approximately 16%, 12%, 13%, and 10%,
    respectively, of the Mid-Atlantic's revenues were from the provision of
    services to a single customer.

7.  EMPLOYEE BENEFIT PLANS

    Certain Company subsidiaries had a 401(k) single-employer retirement plan
    and two 413(c) multi-employer retirement plans, administered by the Company,
    covering all employees of the Company and its subsidiaries, except for (a)
    employees under the age of 21 for all plans, (b) employees with less than
    one year of service for all plans, (c) certain temporary employees for the
    413(c) plans and, (d) all highly compensated employees as defined by the
    Internal Revenue Code for the 401(k) plan and certain highly compensated
    employees for the 413(c) plans.

    One of the 413(c) plans was established for use by not-for-profit employers
    only, effective January 1, 1996. During 1997, the 401(k) and one of the
    413(c) plans were made inactive by certain of the Company's subsidiaries and
    the Company intends to terminate those plans. All participating employees
    were enrolled in the currently active 413(c) plan for future contributions
    and all previously contributed net assets remained in the inactive plans for
    eventual distribution to the employees upon retirement or other qualifying
    event.



                                       10
<PAGE>

    Eligible employees who participate elect to contribute to the plan an amount
    up to 15% of their salary. Each year, the Company's Board of Directors
    determines a matching percentage to contribute to each participant's
    account; if a determination is not made, the matching percentage is 50% of
    the participant's contributions, limited to the first 6% of each
    participant's salary contributed by the participants. The matching
    contribution by the Company for its Mid-Atlantic region employees was
    $1,600, $2,000, $4,200, $3,400 and $600 which is recorded in the
    accompanying statements of net revenues, cost of revenues, and direct
    operating expenses for the periods ended June 19, 2000 and June 30, 1999,
    and for the years ended December 31, 1999, 1998, and 1997, respectively.
    Effective April 8, 2000, the active 413(c) plan was assumed by a third party
    in connection with the sale of the Company's professional employer
    organization business.

8.  STOCK-BASED COMPENSATION

    Certain of the Mid-Atlantic's core employees have been granted incentive
    stock options, allowing them to purchase a specified number of shares of the
    Company's common stock at a price not less than the fair market value on the
    date of the grant and for a term not to exceed 10 years.

    The Company has elected to follow APB Opinion No. 25, ACCOUNTING FOR STOCK
    ISSUED TO EMPLOYEES ("APB 25") in accounting for stock options. Under APB
    25, because the exercise price of the employee stock options equals the fair
    value of the underlying stock on the grant date, no compensation expense is
    recognized.

    SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, requires presentation
    of pro forma net income as if the Company had accounted for its employee
    stock options under the fair value method. Although the Company has provided
    this information in its consolidated financial statements, it is not
    considered practicable to segregate the portion of this disclosure related
    to the Mid-Atlantic.

                                   * * * * * *







                                       11
<PAGE>




(b    PRO FORMA FINANCIAL INFORMATION

      Effective January 4, 1999, Stratus Services Group, Inc. ("Stratus")
purchased certain assets including office equipment, furniture and fixtures,
sales and operating records, customer contracts and agreements, vendor lists,
licenses and certificates of B&R Employment, Inc. ("B&R"). B&R provides
temporary light-industrial staffing in Delaware.

      Effective June 26, 2000, Stratus purchased substantially all of the
tangible and intangible assets, excluding accounts receivable of the
Mid-Atlantic region of Outsource International, Inc. ("Outsource") comprising
eight offices of Tandem, a division of Outsource. The Tandem offices provide
temporary industrial staffing in locations in New Jersey and Pennsylvania. The
Tandem offices had 1999 revenues of approximately $24.7 million. The total
consideration paid for the Tandem offices was $1.3 million, consisting of
$800,000 in cash and $500,000 in notes.

      The following unaudited pro forma financial statements present the
historical results of Stratus and give effect to the acquisitions of B&R and the
Tandem offices. Note that no pro forma balance sheet is provided as of June 30,
2000 as the June 30, 2000 Stratus balance sheet previously included in the
Company's Form 10-QSB filed with the Securities and Exchange Commission on
August 9, 2000, already includes the effect of the acquisitions of B&R and the
Tandem offices. Also note that no pro forma amounts are included for B&R for the
nine months ended June 30, 2000 as the B&R acquisition was effective January 4,
1999 and therefore is already included in Stratus' results for the nine months
ended June 30, 2000.

      The pro forma financial data does not purport to represent what the
Company's financial position or results of operations would actually have been
if such transactions in fact had occurred at October 1, 1998 or to project the
Company's financial position or results of operations for any future period.



                                       12
<PAGE>




                          STRATUS SERVICES GROUP, INC.
              Unaudited Pro Forma Condensed Statement of Operations
                     For the Nine Months Ended June 30, 2000


<TABLE>
<CAPTION>
                                          For the Nine Months Ended
                                        June 30, 2000   June 30, 2000    Pro Forma
                                           Stratus         Tandem       Adjustments          Pro Forma
                                        --------------  -------------   ------------      --------------

<S>                                     <C>             <C>             <C>               <C>
Revenues                                $25,785,217    $17,888,000      $       --       $43,673,217

Cost of revenue                          19,679,510     14,720,000              --        34,399,510
                                        --------------  -------------   ------------      --------------

Gross profit                              6,105,707      3,168,000              --         9,273,707

Operating expenses                        4,987,047      2,057,000          129,000 (a,d)  7,173,047
                                        --------------  -------------   ------------      --------------

Earnings (loss) from operations           1,118,660      1,111,000         (129,000)       2,100,660


Other income (expenses):
   Finance charges                         (373,356)            --        (196,770) (b)     (570,126)
   Interest expense                        (278,849)            --          (1,327) (c)     (280,176)
   Other income                              28,980             --              --            28,980
                                        --------------  -------------   ------------      --------------
                                           (623,225)            --        (198,087)         (821,322)

Net earnings (loss)                     $   495,435     $1,111,000     $  (327,097)       $1,279,338
                                        ==============  =============  =============      ==============

Pro forma earnings per common share -
   Basic                               $        .03                                       $      .27
   Diluted                                      .03                                              .26

Weighted average shares outstanding
   Basic                                  4,666,244                                        4,666,244
   Diluted                                4,900,908                                        4,900,908

No provision for income taxes has been made due to net operating loss
carryforwards.
</TABLE>


      See accompanying notes to unaudited pro forma condensed statements of
                                   operations



                                       13
<PAGE>




                          STRATUS SERVICES GROUP, INC.
              Notes to Unaudited Pro Forma Statement of Operations
                     For the Nine Months Ended June 30, 2000


(a)   Adjustment to reflect the amortization expense ($75,000) relating to the
      goodwill recorded in conjunction with the acquisition of the Tandem
      offices for the nine months ended June 30, 2000. Goodwill recorded in
      conjunction with the acquisition approximated $1.5 million and is being
      amortized over fifteen years.

(b)   Adjustment to reflect the increase in finance charges relating to the
      accounts receivable of the Tandem offices, which would have been financed
      under Stratus' agreement with a factor.

(c)   Records the interest on the notes payable to OutSource International, Inc.
      in connection with the acquisition of the Tandem offices.

(d)   Adjustment to reflect estimated depreciation and amortization expense
      ($54,000) not recorded in the operations of Tandem after August 6, 1999.



                                       14
<PAGE>




                         STRATUS SERVICES GROUP, INC.
            Unaudited Pro Forma Condensed Statement of Operations
                    For the Year Ended September 30, 1999


<TABLE>
<CAPTION>
                                       FOR THE YEAR    FOR THE THREE       FOR THE YEAR
                                          ENDED        MONTHS ENDED           ENDED
                                       SEPTEMBER 30,   DECEMBER 31,        DECEMBER 31,
                                          1999             1998               1999         PRO FORMA
                                         STRATUS           B&R               TANDEM       ADJUSTMENTS     PRO FORMA
                                       ------------    ------------        ------------  ------------    -----------
<S>                                    <C>             <C>                 <C>           <C>             <C>
Revenues                               $30,042,751     $1,333,791          $24,705,000   $        --     $56,081,542

Cost of revenue                         23,677,093      1,007,407           20,549,000            --      45,233,500
                                       ------------    ------------       ------------   ------------     ----------

Gross profit                             6,365,658        326,384            4,156,000            --      10,848,042

Operating expenses                       6,883,610        302,216            2,754,000       140,444 (a)  10,080,270
                                       ------------    ------------       ------------   ------------     ----------


Earnings (loss) from operations           (517,952)        24,168            1,402,000      (140,444)        767,772


Other income (expenses):
   Finance charges                        (722,020)       (39,297)                  --      (271,755) (b) (1,033,072)
   Interest expense                       (309,257)        (5,748)                  --       (59,577) (c)   (374,582)
   Other income                             22,186             --                   --             --         22,186
                                       ------------   ------------        ------------   ------------     -----------
                                        (1,009,091)       (45,045)                  --      (331,332)     (1,385,468)

Net earnings (loss)                    $(1,527,043)   $   (20,877)        $  1,402,000   $  (471,776)     $ (617,696)
                                       ============   ============        ============   ============     ===========

Pro forma (loss) per common share -
   Basic and diluted                   $      (.40)                                                       $     (.16)

Weighted average shares
outstanding -
   Basic and diluted                     3,828,530                                                         3,828,530


No provision for income taxes has been made due to net operating loss carryforwards.
</TABLE>










      See accompanying notes to unaudited pro forma condensed statements of
                                   operations



                                       15
<PAGE>





                         STRATUS SERVICES GROUP, INC.
             Notes to Unaudited Pro Forma Statement of Operations
                    For The Year Ended September 30, 1999


(a)   Adjustment to reflect the amortization expense relating to the goodwill
      recorded in conjunction with the acquisition of B&R and the Tandem offices
      for fiscal year 1999. Goodwill recorded in conjunction with these
      acquisitions approximated $3.9 million and is being amortized over fifteen
      years.

(b)   Adjustment to reflect the increase in finance charges relating to the
      accounts receivable of the Tandem offices, which would have been financed
      under Stratus' agreement with a factor.

(c)   Records the interest on the notes payable to B&R and Outsource
      International, Inc. in connection with the acquisition of B&R and Tandem.



                                       16
<PAGE>




(c)   EXHIBITS.

      2.1   Asset Purchase Agreement, dated June 16, 2000, by and between
            Stratus Services Group, Inc. and OutSource International of
            America, Inc.*

      10.1  Non-Competition Agreement, dated June 19, 2000, between Stratus
            Services Group, Inc. and OutSource International of America, Inc.*

      10.2  Promissory Note and Security Agreement in the amounnt of $400,000,
            dated as of June 19, 2000, issued by Stratus Services Group, Inc. to
            OutSource International of America, Inc.*

      10.3  Promissory Note in the amount of $100,000, dated as of June 19,
            2000, issued by Stratus Services Group, Inc. to OutSource
            International of America, Inc.*


*     Incorporated by reference to the Company's Form 8-K, filed with the
      Securities and Exchange Commission on June 30, 2000.





                                       17
<PAGE>




                                  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