Mail Stop 3561

      							January 13, 2006


Joseph J. Raymond
Chief Executive Officer
Stratus Services Group, Inc.
500 Craig Road
Suite 201
Manalapan, NJ 07726

	Re:  Stratus Services Group, Inc.
	Item 4.01 Form 8-K
      Filed January 12, 2006
	File No. 001-15789

Dear Mr. Raymond:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


1. Tell us supplementally, in detail, the steps you have taken (or
plan to take) and procedures you implemented (or plan to
implement)
to correct each material weakness identified by your former
auditors.
Also, clarify the effect of the material weaknesses on previously
issued financial statements and whether you intend to restate any
prior period for any adjustment resulting from the reportable
event.
If no effect on the financial statements, explain why not.

2. We note you have engaged the accounting firm of Randall Gruber,
CPA to review your financial statements for the year ended
September
30, 2005.  We also note that it doesn`t appear that the firm of
Randall Gruber, CPA has applied for registration with the Public
Company Accounting Oversight Board (PCAOB).  Section 102 of the
Sarbanes-Oxley Act of 2002 makes it unlawful after October 22,
2003
for any person that is not a registered public accounting firm
(i.e.
registered with the PCAOB) to prepare or issue, or to participate
in
the preparation or issuance of, any audit report (or review
report)
with respect to any issuer.  You must engage a new accountant that
is
a publicly registered accounting firm to perform review or audit
work
for the company.  Please file a new Item 4 Form 8-K after you have
engaged new accountants that are registered with the PCAOB.
Provide
all of the disclosures required by Item 304 of Regulation S-K
regarding the period of engagement of Randall Gruber, CPA which
should include an Exhibit 16 letter from Randall Gruber, CPA.

3. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.

*    *    *    *

      Please file your supplemental response to these comments and
amendment, if appropriate, via EDGAR within 5 business days of the
date of this letter.  Please note that if you require longer than
5
business days to respond, you should contact the staff immediately
to
request additional time.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call Kenya Wright Gumbs at
(202) 551-3373.

								Sincerely,



      Robert S. Littlepage			Accountant Branch Chief
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Joseph J. Raymond
Stratus Services Group, Inc.
January 13, 2006
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