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)     October 7, 2005
                                                         -----------------------


                           ASTRATA GROUP INCORPORATED
                           --------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     Nevada
                                     ------
                 (State or Other Jurisdiction of Incorporation)


            000-32475                                      84-1408762
            ---------                                      ----------
     (Commission File Number)                  (IRS Employer Identification No.)


1801 Century Park East, Suite 1830, Los Angeles, California         90067-2320
------------------------------------------------------------------------------
          (Address of Principal Executive Offices)                   (Zip Code)


                                 (310) 282-8646
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)


                                       1
<PAGE>

Item 1.01   Entry into a Material Definitive Agreement
Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant
Item 3.02   Unregistered Sales of Equity Securities

      On October 10, 2005 Astrata Group Incorporated (the "Company") announced
that it had closed a private placement transaction exempt under Rule 506 of
Regulation D of the Securities Act of 1933, as amended, pursuant to a Securities
Purchase Agreement dated October 7, 2005 with certain accredited investors (the
"Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement,
the Company issued securities in the form of (i) secured convertible notes in
the aggregate principal amount of $2,170,000 ("Convertible Notes") and, subject
to the terms and conditions set forth therein, convertible into shares of the
Company's common stock, par value $.0001 ("Common Stock"), and (ii) warrants to
purchase up to 700,000 shares of Common Stock with an initial per share exercise
price of $3.00 subject to adjustment ("Warrants"), for an aggregate subscription
amount of $1,750,000, of which $700,000 was tendered on October 7, 2005. The
Warrants expire on the fifth anniversary of the closing date of the Securities
Purchase Agreement. The Company intends to use the net proceeds for general
corporate purposes and working capital. The Securities Purchase Agreement
further provides that upon (a) the filing of a registration statement
registering for resale the Warrants and the Convertible Notes and (b) the
effectiveness of such registration statement, the investors party to the
Securities Purchase Agreement shall be required to purchase additional (y)
secured convertible notes in the aggregate principal amount of $620,000 and
warrants to acquire 200,000 shares of Common Stock for an aggregate purchase
price of $500,000 and (z) secured convertible notes in the aggregate principal
amount of $682,000 and warrants to acquire 220,000 shares of Common Stock for an
aggregate purchase price of $550,000, respectively. The private placement was
made by H.C. Wainwright & Co., Inc. as placement agent for the sale of the
securities. A copy of the Securities Purchase Agreement, the Warrant and the
Convertible Note and the Company's press release is attached hereto as Exhibit
10.1, 10.2, 10.3 and 99.1, respectively.

      The Convertible Notes have a maturity date of September 30, 2008,
whereupon the full outstanding balance owing thereunder is due and payable. Upon
failure to repay outstanding amounts under the Convertible Notes, the
Convertible Notes bear interest at a default rate of 15%. The Convertible Notes
further provide that the holder of a Convertible Note has the right from time to
time to convert any or all of the outstanding principal amount of such
Convertible Note into shares of Common Stock at a conversion price equal to the
lesser of (i) $2.50 (subject to reduction in the event of certain dilutive
issuances, as defined in the Convertible Notes) and (ii) 60% of the average of
the lowest five trading prices of the Common Stock during the 20-day period
prior to such conversion date; provided, that in no event shall such holder be
entitled to own more than 4.99% of the outstanding Common Stock after giving
effect to the conversion of such Convertible Note.


                                       2
<PAGE>

      Additionally, on October 7, 2005 the Company entered into a Registration
Rights Agreement (the "Registration Rights Agreement") pursuant to which it is
obligated to prepare and file on or before November 21, 2005, a registration
statement covering the resale of the shares underlying the Convertible Notes and
the Warrants. The Registration Rights Agreement further provides that the
Company is obligated to use commercially reasonable efforts to obtain
effectiveness of such registration statement as soon as reasonably practicable,
but no later than January 16, 2006. Thereafter, the Company may become subject
to certain liquidated damages as described in the Registration Rights Agreement.
A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.4.

Item 9.01.        Financial Statements and Exhibits.

(c)   Exhibits

      Exhibit           Description of Exhibit

      10.1  Securities Purchase Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      10.2  Form of Stock Purchase Warrant

      10.3  Form of Callable Secured Convertible Note

      10.4  Registration Rights Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      99.1  Press Release


                                       3
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  October 7, 2005                     ASTRATA GROUP INCORPORATED


                                            By: /s/ Martin Euler
                                                --------------------------------
                                                Martin Euler
                                                Chief Financial Officer



                                       4
<PAGE>

                                  EXHIBIT INDEX

      Exhibit           Description of Exhibit

      10.1  Securities Purchase Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      10.2  Form of Stock Purchase Warrant

      10.3  Form of Callable Secured Convertible Note

      10.4  Registration Rights Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      99.1  Press Release


                                       5
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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)     October 7, 2005
                                                         -----------------------

                           ASTRATA GROUP INCORPORATED
                           --------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                                     ------
                 (State or Other Jurisdiction of Incorporation)

            000-32475                                      84-1408762
            ---------                                      ----------
     (Commission File Number)                  (IRS Employer Identification No.)

1801 Century Park East, Suite 1830, Los Angeles, California         90067-2320
------------------------------------------------------------------------------
          (Address of Principal Executive Offices)                   (Zip Code)

                                 (310) 282-8646
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

                                       1
Item 1.01   Entry into a Material Definitive Agreement
Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant
Item 3.02   Unregistered Sales of Equity Securities

      On October 10, 2005 Astrata Group Incorporated (the "Company") announced
that it had closed a private placement transaction exempt under Rule 506 of
Regulation D of the Securities Act of 1933, as amended, pursuant to a Securities
Purchase Agreement dated October 7, 2005 with certain accredited investors (the
"Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement,
the Company issued securities in the form of (i) secured convertible notes in
the aggregate principal amount of $2,170,000 ("Convertible Notes") and, subject
to the terms and conditions set forth therein, convertible into shares of the
Company's common stock, par value $.0001 ("Common Stock"), and (ii) warrants to
purchase up to 700,000 shares of Common Stock with an initial per share exercise
price of $3.00 subject to adjustment ("Warrants"), for an aggregate subscription
amount of $1,750,000, of which $700,000 was tendered on October 7, 2005. The
Warrants expire on the fifth anniversary of the closing date of the Securities
Purchase Agreement. The Company intends to use the net proceeds for general
corporate purposes and working capital. The Securities Purchase Agreement
further provides that upon (a) the filing of a registration statement
registering for resale the Warrants and the Convertible Notes and (b) the
effectiveness of such registration statement, the investors party to the
Securities Purchase Agreement shall be required to purchase additional (y)
secured convertible notes in the aggregate principal amount of $620,000 and
warrants to acquire 200,000 shares of Common Stock for an aggregate purchase
price of $500,000 and (z) secured convertible notes in the aggregate principal
amount of $682,000 and warrants to acquire 220,000 shares of Common Stock for an
aggregate purchase price of $550,000, respectively. The private placement was
made by H.C. Wainwright & Co., Inc. as placement agent for the sale of the
securities. A copy of the Securities Purchase Agreement, the Warrant and the
Convertible Note and the Company's press release is attached hereto as Exhibit
10.1, 10.2, 10.3 and 99.1, respectively.

      The Convertible Notes have a maturity date of September 30, 2008,
whereupon the full outstanding balance owing thereunder is due and payable. Upon
failure to repay outstanding amounts under the Convertible Notes, the
Convertible Notes bear interest at a default rate of 15%. The Convertible Notes
further provide that the holder of a Convertible Note has the right from time to
time to convert any or all of the outstanding principal amount of such
Convertible Note into shares of Common Stock at a conversion price equal to the
lesser of (i) $2.50 (subject to reduction in the event of certain dilutive
issuances, as defined in the Convertible Notes) and (ii) 60% of the average of
the lowest five trading prices of the Common Stock during the 20-day period
prior to such conversion date; provided, that in no event shall such holder be
entitled to own more than 4.99% of the outstanding Common Stock after giving
effect to the conversion of such Convertible Note.

                                       2
Additionally, on October 7, 2005 the Company entered into a Registration
Rights Agreement (the "Registration Rights Agreement") pursuant to which it is
obligated to prepare and file on or before November 21, 2005, a registration
statement covering the resale of the shares underlying the Convertible Notes and
the Warrants. The Registration Rights Agreement further provides that the
Company is obligated to use commercially reasonable efforts to obtain
effectiveness of such registration statement as soon as reasonably practicable,
but no later than January 16, 2006. Thereafter, the Company may become subject
to certain liquidated damages as described in the Registration Rights Agreement.
A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.4.

Item 9.01.        Financial Statements and Exhibits.

(c)   Exhibits

      Exhibit           Description of Exhibit

      10.1  Securities Purchase Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      10.2  Form of Stock Purchase Warrant

      10.3  Form of Callable Secured Convertible Note

      10.4  Registration Rights Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      99.1  Press Release

                                       3
SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  October 7, 2005                     ASTRATA GROUP INCORPORATED

                                            By: /s/ Martin Euler
                                                --------------------------------
                                                Martin Euler
                                                Chief Financial Officer

                                       4
EXHIBIT INDEX

      Exhibit           Description of Exhibit

      10.1  Securities Purchase Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      10.2  Form of Stock Purchase Warrant

      10.3  Form of Callable Secured Convertible Note

      10.4  Registration Rights Agreement dated as of October 7, 2005 by and
            among Astrata Group Incorporated and the investors set forth on the
            signature pages thereto.

      99.1  Press Release

                                       5