UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission file number 001-15789
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(Check one)
[X] Form 10-K and 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2001
[ ] Transition Report on Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended:
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Stratus Services Group, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office
(Street and Number): 500 Craig Road, Suite 201
City, State and Zip Code: Manalapan, New Jersey 07726
PART II
RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (check box if appropriate.)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report on transition
report form 10-Q, 10-QSB, or portion thereof will be filed on or before
the 5th calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25 (c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Form 10-K for Stratus Services Group, Inc. could not be filed on
December 29, 2001, the required filing date, due to complexities associated with
accounting for significant transactions completed in fiscal 2001 and the
unavailability of certain information in a time frame necessary to complete the
Form 10-K. Such information relates to the current operations of the Company's
business in fiscal 2001.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Michael A. Maltzman, Chief Financial Officer 732-866-0300
(2) Have all other periodic reports required under Section 13 or 15 (d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
STRATUS SERVICES GROUP, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: DECEMBER 28, 2001 By: /s/ MICHAEL A. MALTZMAN
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Michael A. Maltzman
Chief Financial Officer
PART IV
OTHER INFORMATION (CONTINUED)
(3) The registrant expects to report a net loss for fiscal 2001 in the range of
$5 to $5.5 million as opposed to net income of approximately $1.0 million that
it reported for fiscal 2000. The anticipated net loss is due, in significant
part, to interest costs associated with outstanding convertible debentures,
one-time charges to earnings as a result of discontinued negotiations to sell
the registrant's Engineering Division, write-off of costs associated with
various financing not obtained, costs of acquisitions not made, costs associated
with closed offices, integration and start-up costs of completed acquisitions,
and general economic conditions.