8-K

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): May 27, 2008

ASTRATA GROUP INCORPORATED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	000-32475	84-1408762
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

940 South Coast Drive, Suite 215, Costa Mesa, California	92626-7843
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 641-1512

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)      Election of Director

On May 27, 2008, the Board of Directors (the “Board”) of Astrata Group Incorporated (the "Company") voted to elect John Clough as a new Director of the Company. There are no arrangements or understandings between Mr. Clough and any other persons, pursuant to which Mr. Clough was selected as a Director. Mr. Clough has not been appointed to serve on nor does the Company currently have a formal standing audit, nominating or compensation committee. The Board, as a whole, performs the functions of audit, nominating and compensation committees, and, in his capacity as a Director of the Company, Mr. Clough is expected to serve in a similar capacity. Mr. Clough is not related to any (i) Director or executive officer of the Company, (ii) persons nominated or chosen by the Company to become Directors or executive officers, (iii) beneficial owner of more than 5% of the Company's securities, or (iv) to any immediate family members to any such persons. Mr. Clough has never entered into a transaction with the Company in which he had, or would have, a material direct or indirect interest.

Mr. Clough became a Special Advisor to General Atlantic LLC in December, 2000. Before joining General Atlantic, he gained over 25 years of management experience in the IT industry. He was Co-Founder and Managing Director of the CSSL Group in Asia for 16 years. CSSL was one of the largest mid-range software distributors and hardware resellers in Asia. CSSL was formed in 1983 in Hong Kong and had offices in China, Malaysia, Singapore, Indonesia, Thailand, Australia and New Zealand with a staff of over 380 persons.

Mr. Clough was a Director of Synon Asia Ltd., Kapiti Asia Ltd., and, Director and Chairman of Cargonet/Arena Ltd. Prior to the formation of CSSL, Mr. Clough held the position of General Manager JBA in Asia, which was an Australian based worldwide mid-range software distributor. Mr. Clough's international experience includes working as a consultant in the areas of ERP and Finance in the UK and Europe. 

Mr. Clough is currently on the Board of Directors of chinadotcom Corporation where he is a member of the company's Audit Committee. He is also Chairman of the Executive Committee and Vice Chairman of CDC Software. Mr. Clough is also a Director of Corgi International and a member of the Audit Committee – he is also on various private company boards in the region.

Item 9.01.    Financial Statements and Exhibits.

(a)   Financial Statements

None.

(b)   Pro Forma Financial Statements

None.

(c)   Exhibits

99.1           Press Release

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 hereunto duly authorized.

	ASTRATA GROUP INCORPORATED
Date: June 5, 2008	By:	/s/ Martin Euler
		Martin Euler
		Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Press Release Source: Astrata Group

John Clough Appointed To Astrata’s Board of Directors

Costa Mesa, CA, June 5, 2008, Astrata Group (OTCBB:ATTG) announced today that John Clough has been appointed as an independent member of the Company’s Board of Directors.

Mr. Clough is currently a Special Advisor to General Atlantic LLC, a leading global growth equity firm with approximately $17 billion under management, providing capital and strategic support for growth companies.   Before joining General Atlantic, Mr. Clough held a number of senior management positions with global companies in the IT industry. In the 90’s, he Co-Founded and was Managing Director of the CSSL Group in Asia, one of Asia’s largest mid-range software distributors and hardware resellers, with annual revenues in excess of US$180 million.  Mr. Clough was also a Director of Synon Asia Ltd., Kapiti Asia Ltd., and, Director and Chairman of Cargonet/Arena Ltd.  Prior to the formation of CSSL, Mr. Clough held the position of General Manager JBA in Asia, an Australian based worldwide mid-range software distributor.

Mr. Clough is currently on the Board of chinadotcom Corporation where he is a member of the company's Audit Committee.  He is Chairman of the Executive Committee and Vice Chairman of CDC Software.  Mr. Clough is also a Director and member of the Audit Committee of Corgi International, and sits on the boards of a variety of private companies around the world.

Anthony Harrison, Astrata’s Executive Chairman said, “Astrata is now entering an exciting new phase of growth and expansion. John Clough’s business acumen and experience will be invaluable to the company moving forward. His knowledge and understanding of acquisitions and growing technology-led companies fits very well with Astrata’s strategic goals and aspirations.”

Astrata’s Telematics products are much in demand for fleet management and vehicle real-time tracking for private enterprises and homeland security applications.  Astrata’s sophisticated security and communications systems give companies and governments an effective and proven means of protecting their resources.

About Astrata Group, Inc.

Astrata Group, Inc., (OTC BB: ATTG) is a US publicly listed company.  Astrata is focused on advanced location-based IT services and solutions (telematics) that combine GPS positioning, wireless communications (satellite or terrestrial) and geographical information technology, which together enable businesses and institutions to monitor, trace as well as control the movement and status of machinery, vehicles, personnel or other assets.  Astrata has designed, developed, manufactured and currently supports ten generations of telematics systems with units deployed worldwide.

Astrata has offices throughout the world including the United States, Europe, the Middle East and Asia.  For further information please visit www.astratagroup.com.

Certain statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements may be identified by the use of words such as “anticipate, “believe,” “expect,” “future,” “may,” “will,” “would,” “should,” “plan,” “projected,” “intend,” and similar expressions.  Such forward-looking statements, involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of AstrataGroup Incorporated (the “Company”) to be materially different from those expressed or implied by such forward-looking statements.  The Company’s future operating results are dependent upon many factors, including but not limited to: (i) the Company’s ability to obtain sufficient capital or a strategic business arrangement to fund its current operational or expansion plans; (ii) the Company’s ability to build and maintain the management and human resources and infrastructure necessary to support the anticipated growth of its business; (iii) competitive factors and developments beyond the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov under “Search for Company Filings.

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PR/Media & IR/Financial Contacts:

Richard Nelson

Astrata Group Inc.

rnelson@astratagroup.com

Tel: +44 (0)7795 422211

Gerald Amato

Booke & Co.

gamato@bookeandco.com

Tel: 212-490-9095

Todd M. DeMatteo

DOMINICK AND DOMINICK LLC

Tel: 212-558-8809

tdematteo@dominickanddominick.com