UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549








FORM
10-Q/A








[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934








For the
quarterly period ended: May 31,
2008








[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT





For the
transition period from __________ to ___________





Commission
file number: 000-32475





ASTRATA GROUP
INCORPORATED


(Name of
small business issuer in its charter)








NEVADA
              
              84-1408762(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)950
      South Coast Dr., Suite 265, Costa Mesa, California
              
              92626(Address
      of principal executive offices)
              
              (Zip
      Code)





Issuer’s
telephone number (714) 641-1512





Securities
registered under Section 12(b) of the Exchange Act:  None





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, par value $0.0001


(Title of
class)





Check  whether
the Issuer (1) filed all reports  required to be filed by Section 13
or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]  No [   ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [  ]  No [X]





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of June 30, 2008: 28,524,244





Transitional
Small Business Disclosure Format (Check One):  Yes
[   ]  No [X]









Item
3:  Controls and Procedures





Evaluation
of Disclosure Controls and Procedures




As of May
31, 2008, Company management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the Company's disclosure controls and procedures as defined in Rules 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  Based on this evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that as of May 31, 2008, the
Company's disclosure controls and procedures are not effective for the purposes
of recording, processing, summarizing and timely reporting of material
information relating to the Company and required to be included in its periodic
reports.





For the
reasons discussed in “Management’s Report on Internal Control over Financial
Reporting” below, Company management, including the Chief Executive Officer and
Chief Financial Officer concluded that, as of May 31, 2008, the Company’s
internal control over financial reporting was not effective due to material
weaknesses in internal control over financial
reporting.  Notwithstanding the identified control deficiencies,
management has concluded that the condensed consolidated financial statements
included in this quarterly report present fairly, in all material respects, the
Company’s financial position, results of operations, and cash flows for the
periods presented in conformity with accounting principles generally accepted in
the United States.





Limitations
on the Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.





Management’s
Report on Internal Control over Financial Reporting





Management
used its knowledge and understanding of the Company’s organization, operations,
and processes to determine, in its judgment, the sources and potential
likelihood of misstatements in financial reporting.  Management also
considered in its assessment the Company’s size and complexity.





Specifically,
Company management identified certain matters involving internal control and the
Company’s operations that it considered to be material weaknesses under the
standards of the Public Company Accounting Oversight Board (“PCAOB”). These
material weaknesses involved:





·
            Ineffective
      controls over the period-end closing and financial reporting
      processes.  This is caused by the weakness of controls over the
      closing protocols for the Company and its subsidiaries as well as the
      consolidation of all subsidiaries.


·
            Lack
      of uniform internal controls and procedures designed to formalize
      documentation of its accounting and operational policies and
      procedures.


·
            Inadequate
      financial reporting systems without standardization of the processes for
      the Company and its subsidiaries.  This is caused by the lack of
      formal policies and procedures to address financial functions and
      disciplines.


·
            Ineffective
      controls to provide the necessary documentation and procedures to assure
      that employee information, benefits and policies are accurate and timely
      administered.










Company
management is taking steps to remediate these weaknesses in the Company’s
internal control environment, including:





·
            Establishing
      effective controls over the period-end closing and financial reporting
      processes.  This will require enhancement of closing protocols
      for both the Company and its subsidiaries, as well as, the consolidation
      of all subsidiaries.


·
            Establishing
      formal policies and procedures to address all material financial functions
      and disciplines.  Management’s implementation of these policies
      and procedures will include appropriate staff enhancement and training to
      ensure financial reporting competencies are
  strengthened.


·
            Implementing
      a new accounting software package to standardize the financial reporting
      process for the Company and its subsidiaries as well as automating the
      consolidation of all subsidiaries.


·
            Enhancing
      Human Resource functions to provide the necessary documentation and
      procedures to assure that employee information, benefits and policies are
      accurate and timely administered.


·
            Retaining
      the services of a third-party consulting firm to assist Company management
      with on-going compliance with Section 404 of the Sarbanes-Oxley Act of
      2002 (SOX).


·
            Developing
      and implementing a formal, top-down, risk-based approach to the evaluation
      of the Company’s internal control over financial reporting, in accordance
      with recent interpretative guidance from the SEC.  Management is
      further utilizing a risk-based approach to remediate the control
      weaknesses identified as part of its assessment of the Company’s internal
      control environment.





Management
has evaluated the impact of these gaps on the Company’s internal control over
financial reporting (ICFR) and is now utilizing its risk-based approach to
designing controls to remediate these gaps as part of its implementation of the
Company’s SOX Compliance Plan, during fiscal year 2009.





Company management will continue to
monitor and evaluate the effectiveness of our disclosure controls and procedures
and our internal control over financial reporting on an ongoing basis and are
committed to taking further action and implementing additional improvements, as
necessary and as funds allow.











SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.








ASTRATA GROUP INCORPORATED










By:
            /s/
      THOMAS A. WAGNER
            
            Date:  November
      21, 2008Thomas A.
      Wagner
              Chief Financial Officer