EXHIBIT 99.3
Pro Forma Financial Information
The following pro forma condensed consolidated balance sheet and statements of operations are presented to give effect to the acquisition by Green-Tech Assets, LLC (formerly Transworld Assets, LLC) (“Greentech”), a newly formed 51% owned subsidiary of Stratus Services Group, Inc. (“Stratus”), of substantially all of the assets of Green-Tech Assets, Inc. and its affiliate, CC Laurel, Inc. (collectively “GTA”) on August 2, 2007. The pro forma condensed consolidated balance sheet assumes that the acquisition occurred as of June 30, 2007. The pro forma condensed consolidated statements of operations assume that the acquisition occurred October 1, 2006. Such information does not purport to be indicative of the results which would have actually been obtained if the acquisitions had been effected on the dates indicated nor is it indicative of actual or future operating results or financial position.
STRATUS SERVICES GROUP, INC.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2007
| | | Stratus | | Pro Forma Adjustments | | Pro Forma |
| Current Assets: | | | | | | |
| Cash | | $59,152 | | $1,500,000 | (a) | $459,152 |
| | | | | (600,000) | (b) | |
| | | | | (500,000) | (d) | |
| Accounts receivable – net | | 921,407 | | 225,000 | (b) | 1,146,407 |
| Unbilled receivables | | 306,959 | | | | 306,959 |
| Prepaid expenses and other current assets | | 328,436 | | | | 328,436 |
| | | 1,615,954 | | 625,000 | | 2,240,954 |
| | | | | | | |
| Intangible assets | | | | 100,000 | (b) | 100,000 |
| Goodwill | | | | 1,669,000 | (b) | 1,669,000 |
| Other assets | | 178,895 | | 35,000 | (b) | 213,895 |
| | | $1,794,849 | | $2,429,000 | | $4,223,849 |
| | | | | | | |
| Notes and loans payable (current portion) | | $967,583 | | $53,000 | | $1,020,583 |
| | | | | | | |
| Line of credit | | 664,491 | | | | 664,491 |
| Accounts payable and accrued expenses | | 3,799,390 | | 862,000 | (b) | 4,161,390 |
| | | | | (500,000) | (d) | |
| Accrued payroll and taxes | | 302,363 | | | | 302,363 |
| Payroll taxes payable | | 3,218,418 | | | | 3,218,418 |
| Series A redemption payable | | 300,000 | | | | 300,000 |
| | | 9,252,245 | | 415,000 | | 9,667,245 |
| | | | | | | |
| Notes and loans payable (net of current portion) | | 530,433 | | 750,000 | (a) | 1,394,433 |
| | | | | 114,000 | | |
| Other liabilities | | 40,000 | | | | 40,000 |
| | | 9,822,678 | | 1,279,000 | (b) | 11,101,678 |
| | | | | | | |
| Minority interest | | - | | 409,150 | (a) | 575,750 |
| | | | | 176,400 | (b) | |
| | | | | (9,800) | (c) | |
| | | | | | | |
| Stockholders’ equity (deficiency) | | (8,027,829) | | 340,850 | (a) | (7,453,579) |
| | | | | 223,600 | (b) | |
| | | | | 9,800 | (c) | |
| | | $1,794,849 | | $2,429,000 | | $4,223,849 |
See accompanying notes to unaudited condensed consolidated pro forma financial statements
STRATUS SERVICES GROUP, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended June 30, 2007
| | | Stratus | | GTA | | Pro Forma Adjustments | | Pro Forma |
| | | | | | | | | |
| Revenues | | $ 5,753,148 | | $ 1,991,018 | | $ - | | $7,744,166 |
| | | | | | | | | |
| Cost of revenues | | 4,005,109 | | 1,382,299 | | - | | 5,387,408 |
| | | | | | | | | |
| Gross profit | | 1,748,039 | | 608,719 | | - | | 2,356,758 |
| | | | | | | | | |
| Selling, general and administrative expenses | | 2,048,103 | | 568,146 | | 25,000 | (c) | 2,641,249 |
| | | | | | | | | |
| Operating (loss) from continuing operations | | (300,064) | | 40,573 | | (25,000) | | (284,491) |
| | | | | | | | | |
| Interest expense | | (177,227) | | (16,860) | | (3,600) | (a) | (231,437) |
| | | | | | | (33,750) | (b) | |
| Other income (expense) | | 3,653 | | 13,223 | | | | 16,876 |
| | | | | | | | | |
| Minority interest | | - | | - | | 12,543 | (d) | 12,543 |
| | | | | | | | | |
| Earnings (loss) from continuing operations | | (473,638) | | 36,936 | | (49,807) | | (486,509) |
| | | | | | | | | |
| Gain on sale of discontinued operations | | 460,147 | | - | | - | | 460,147 |
| | | | | | | | | |
| Net earnings (loss) | | (13,491) | | 36,936 | | (49,807) | | (26,362) |
| Dividends on preferred stock | | (31,500) | | - | | - | | (31,500) |
| | | | | | | | | |
| Net (loss) attributable to common stockholders | | $ (44,991) | | $ 36,936 | | $ (49,807) | | $ (57,862) |
| | | | | | | | | |
| Basic and diluted loss per share: | | | | | | | | |
| (Loss) from continuing operations | | $ - | | | | | | $ - |
| Earnings from discontinued operations | | - | | | | | | - |
| Net (loss) | | $ - | | | | | | $ - |
| | | | | | | | | |
| | | | | | | | | |
| Weighted average shares outstanding | | 66,874,118 | | | | | | 70,624,118 |
See accompanying notes to unaudited condensed consolidated pro forma financial statements
STRATUS SERVICES GROUP, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended September 30, 2006
| | | Stratus | | GTA | | Pro Forma Adjustments | | Pro Forma |
| | | | | | | | | |
| Revenues | | $ 5,131,081 | | $ 1,143,581 | | $ - | | $6,274,662 |
| | | | | | | | | |
| Cost of revenues | | 3,605,244 | | 637,126 | | - | | 4,242,370 |
| | | | | | | | | |
| Gross profit | | 1,525,837 | | 506,455 | | - | | 2,032,292 |
| | | | | | | | | |
| Selling, general and administrative expenses | | 3,082,139 | | 710,337 | | 33,333 | (c) | 3,825,809 |
| | | | | | | | | |
| Operating (loss) from continuing operations | | (1,556,302) | | (203,882) | | (33,333) | | (1,793,517) |
| | | | | | | | | |
| Interest expense | | (481,762) | | (18,804) | | (7,100) | (a) | (552,666) |
| | | | | | | (45,000) | (b) | |
| Other income (expense) | | (17,278) | | (12,792) | | | | (30,070) |
| | | | | | | | | |
| Minority interest | | - | | - | | 157,246 | (d) | 157,246 |
| | | | | | | | | |
| (Loss) from continuing operations | | (2,055,342) | | (235,478) | | 71,813 | | (2,219,007) |
| | | | | | | | | |
| Discontinued operations- (loss) from discontinued operations | | (307,044) | | - | | - | | (307,044) |
| Gain on sale of discontinued operations | | 3,804,047 | | | | | | 3,804,047 |
| | | | | | | | | |
| Net (loss) | | 1,441,661 | | (235,478) | | 71,813 | | 1,277,996 |
| Dividends on preferred stock | | (42,000) | | - | | - | | (42,000) |
| | | | | | | | | |
| Net earnings (loss) attributable to common stockholders | | $1,399,661 | | $(235,478) | | $71,813 | | $1,235,996 |
| | | | | | | | | |
| Basic and diluted earnings (loss) per share: | | | | | | | | |
| (Loss) from continuing operations | | $(.05) | | | | | | $(.05) |
| Earnings from discontinued operations | | .08 | | | | | | .08 |
| Net earnings | | $.03 | | | | | | $.03 |
| | | | | | | | | |
| | | | | | | | | |
| Weighted average shares outstanding | | 43,721,219 | | | | | | 47,471,219 |
See accompanying notes to unaudited condensed consolidated pro forma financial statements
STRATUS SERVICES GROUP, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| (1) | Basis of Presentation |
| | The accompanying pro forma condensed consolidated balance sheet and statements of operations are presented to give effect to the acquisition by Green-Tech Assets, LLC (formerly Transworld Assets, LLC) (“Greentech”), a newly formed 51% owned subsidiary of Stratus Services Group, Inc. (“Stratus”), of substantially all of the assets of Green-Tech Assets, Inc. and its affiliate, CC Laurel, Inc. (collectively “GTA”) on August 2, 2007. The pro forma condensed consolidated balance sheet assumes that the acquisition occurred as of June 30, 2007. The pro forma condensed consolidated statements of operations assume that the acquisition occurred October 1, 2006. Such information does not purport to be indicative of the results which would have actually been obtained if the acquisitions had been effected on the dates indicated nor is it indicative of actual or future operating results or financial position. |
| (2) | Pro Forma Adjustments – Condensed Balance Sheet |
| | (a) | Initial funding of Greentech by Stratus and minority-interest investors and the issuance of Stratus’ common stock to minority-interest investors (“Class B LLC Units”). |
| | (b) | Adjustment to record the acquisition. |
| | (c) | Issuance of 1,000,000 shares of Stratus’ common stock to Greentech management (holders of “Class C LLC Units”). |
| | (d) | Payments made at the closing or immediately after the closing of the acquisition. |
| (3) | Pro Forma Adjustments—Condensed Consolidated Statement of Operations for the Nine Months Ended June 30, 2007. |
| | (a) | Records the interest expense on the acquisition note. |
| | (b) | Records the interest on the notes payable to the Class B LLC Units. |
| | (c) | Amortization of intangibles. |
| | (d) | Minority interest share of net loss of GTA. |
| (4) | Pro Forma Adjustments—Condensed Consolidated Statement of Operations for the Year Ended September 30, 2006. |
| | (a) | Records the interest expense on the acquisition note. |
| | (b) | Records the interest on the notes payable to the Class B LLC Units. |
| | (c) | Amortization of intangibles. |
| | (d) | Minority interest share of net loss of GTA. |
