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): ~~July~~December 1913, 2012

GROEN BROTHERS AVIATION, INC.

(Exact name of registrant as specified in its charter)

Utah	0-18958	87-0489865
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2640 West California Avenue

Salt Lake City, Utah 84104

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 973-0177

N/A

(Former name or former address, if changed since last report)

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:

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))

1.01 Entry Into a Material Definitive Agreement

On May 1, Groen Brothers Aviation, Inc. (“GBA Inc.” or “the Company”) (PINKSHEETS:GNBA) filed a Form 8-K Significant Events Statement, with a copy of its associated Schedule 14C Preliminary Information Statement, which announced that following months of in depth negotiations with all its creditors, most of whom are significant equity holders as well, GBA had reached an agreement for a plan to accomplish a major financial restructuring. ~~That~~ ~~filing~~Further, ~~also~~on ~~noted~~May 18, the Company filed a Schedule 14C Definitive Information Statement reporting that the Company had received a commitment from the holders of a significant majority of voting shares to vote in favor of the restructuring plan; subsequently a majority of votes supporting the plan has been received.

~~This~~Today, ~~plan~~December ~~will~~14, ~~result~~the inCompany ~~the~~is ~~elimination~~announcing ofthat ~~substantially~~in ~~all~~accordance ofwith the ~~Company’s~~restructuring ~~debt obligations~~plan, ~~which~~it ~~currently~~has ~~exceed~~transferred ~~$170~~substantially ~~million,~~all ~~through~~its ~~the~~assets, ~~exchange~~notably of all of ~~such~~its ~~debt~~technologies, ~~for~~know-how, ~~stock~~and inassociated apatents, ~~new~~to ~~private~~its ~~entity~~newly formed byprivately ~~GBA,~~held ~~named,~~subsidiary “Groen Brothers Aviation ~~Corporation”~~Global, Inc. (“~~GBAC~~GBA Global”)~~. In return~~, ~~GBA~~formed ~~will~~specifically ~~transfer~~for ~~substantially~~this ~~all~~transaction; ~~its~~simultaneously ~~assets,~~creditors ~~notably~~have ~~all~~exchanged ofin ~~its~~GBA ~~technologies,~~Inc. ~~knowhow~~debt obligations, ~~and~~which ~~associated~~prior ~~patents,~~to ~~into~~the ~~Groen~~Exchange ~~Brothers~~exceeded ~~Aviation~~$186 ~~Corporation~~million, in ~~exchange~~return for ~~this~~87% ~~relief~~equity ~~of debt and maintenance of some continued~~ ownership of ~~Groen~~GBA ~~Brothers Aviation Corporation~~Global. In ~~contemplation~~Management ofcombined ~~this~~will ~~financial~~hold ~~restructuring,~~9% and GBA ~~filed~~Inc. inwill ~~the~~thus ~~State~~continue ofto ~~Delaware~~hold ~~a Certificate~~ownership of ~~Incorporation~~4% ~~for~~of ~~GBAC~~the ascommon astock ~~wholly-owned subsidiary~~ of GBA ~~Inc~~Global.

~~GBA~~As isa ~~now~~result ~~announcing,~~of ~~also~~this intransaction, ~~contemplation~~GBA ofGlobal becomes the ~~financial~~operating ~~restructuring,~~company ~~that~~engaged onin ~~July~~the ~~19,~~exploitation ~~2012~~of angyroplane ~~agreement~~and ~~was~~gyrodyne ~~reached~~technology ~~between~~developed ~~GBAC~~by ~~and~~GBA ~~The~~Inc., ~~General~~unconstrained ~~Office~~by ofthe ~~Wuhai~~debt ~~City~~burden ~~Government~~that ~~(“WCG”),~~limited ~~Inner~~GBA ~~Mongolia~~Inc.’s ~~Autonomous~~ability ~~Region,~~to ~~P.R.~~do ~~China~~so. ~~Under~~GBA ~~this~~Global ~~agreement, GBAC~~ will ~~form~~do abusiness ~~Joint Venture Company (~~as ~~described~~Groen ~~below),~~Brothers ~~to establish a new Wuhai~~ Aviation, ~~Industrial~~thus ~~Park~~retaining ~~within~~ the ~~Wuhai~~‘good-will’ ~~Economic~~value ~~Development~~of ~~Zone~~the ~~Low~~Groen ~~Carbon~~name ~~Industrial~~in ~~Park. The~~the ~~GBAC~~aerospace ~~Joint~~industry, ~~Venture~~which ~~Company,~~it ashas ~~the~~been ~~anchor~~a ~~tenant~~member of ~~the~~for ~~Aviation~~more ~~Industrial~~than ~~Park,~~26 ~~will~~years. It ~~also~~is ~~establish~~anticipated athat ~~series~~GBA ofGlobal ~~modern~~may ~~aircraft~~also ~~manufacturing~~form ~~facilities~~additional ~~primarily~~subsidiary tocompanies ~~produce~~and ~~FAA~~joint ~~Type~~venture ~~Certified~~companies ~~gyroplanes~~(“JV”) ofwherein GBA~~’s designs~~ ~~and~~developed atechnologies ~~few~~will ~~carefully~~be ~~chosen~~utilized ~~fixed~~and significant ~~wing~~additional ~~designs~~funding ~~that~~will ~~fit~~be ~~within~~raised ~~GBA’s~~in ~~standard~~those ~~for~~companies ~~highly~~to ~~advanced~~complete ~~aircraft. This~~the ~~will~~commercialization ~~include~~of ~~the~~GBA ~~tandem~~Global’s ~~seating~~Civil ~~SportHawk~~ and ~~ShadowHawk~~Military ~~Gyroplane series~~technologies, ~~the~~both ~~ArrowHawk~~manned ~~Gyroplane~~and ~~series~~unmanned. The ~~starting~~first atof ~~seven~~such companies ~~seats~~is ~~but~~a ~~subsequently~~civil upjoint ~~through~~venture 14announced ~~seats,~~on ~~and~~July ~~eventually~~26, ~~the~~which ~~GBA~~will ~~GyroLiner~~develop ~~class~~an ~~VTOL~~Aviation ~~airliner~~Industrial ~~series~~Park ~~from~~and 19aircraft ~~seats~~manufacturing upfacility tounder ~~100~~an ~~seats. Though~~agreement ~~the~~GBA ~~market~~Global ~~for~~has ~~these~~with ~~aircraft~~Wuhai, isInner ~~expected~~Mongolia toAutonomous beRegion, ~~extremely~~P.R. ~~large within~~ China, ~~these~~with ~~aircraft~~the ~~will~~GBA beGlobal ~~produced~~JV ~~for~~as ~~worldwide~~anchor ~~distribution~~tenant.

~~The~~GBA ~~Wuhai~~Inc. ~~Aviation~~itself ~~Industrial~~will ~~Park~~become ~~established~~a by“non-operating” ~~the~~entity ~~GBAC~~that, ~~Joint~~as ~~Venture~~of ~~Company~~the ~~will~~date ~~include~~of ~~full~~the ~~airport~~transaction, ~~facilities~~will ~~capable~~derive ofits ~~properly~~revenue ~~handling~~and ~~general~~value ~~aviation~~from ~~operations~~its ~~including~~interest ~~a runway sufficient~~ in ~~length~~GBA ~~and~~Global, ~~size~~enabling ~~for~~GBA’s ~~use~~common byshareholders ~~executive~~to ~~business~~retain ~~jets~~a upstake toin the ~~Gulfstream~~continued ~~sized~~development ~~aircraft~~of GBA technology. InBoth ~~addition~~GBA toInc. ~~the manufacturing facilities~~ and ~~airport~~GBA ~~terminal~~Global ~~operations,~~will ~~located~~share ~~within~~ the ~~Wuhai~~same ~~Aviation Industrial Park will be training~~ facilities ~~for~~in ~~aircraft~~Salt ~~assembly~~Lake ~~personnel~~City, ~~aircraft~~UT ~~“A&P”~~as ~~mechanics~~their ~~training,~~respective ~~and~~headquarters. GBA ~~both~~Global ~~fixed~~is, ~~wing~~however, ~~and~~taking ~~rotor~~on ~~wing~~GBA ~~pilot~~Inc.’s ~~training~~website ~~with~~www.groenbros.com, awhile ~~pilot~~GBA ~~center~~Inc. ~~and~~has ~~flying club;~~ a ~~research~~new ~~and development center; a not for profit aviation~~website ~~technology training center; and employee and student housing~~www. ~~GBAC~~groenbros-public.com, ~~will~~where beinformation ~~responsible~~related ~~for~~to ~~leading~~its ~~the~~Public ~~whole~~Company ofstatus ~~this effort~~ and ~~providing~~stock ~~the~~symbol ~~necessary~~“GNBA” ~~cadre~~may tobe ~~ensure its quality and timely completion~~found. ~~WCG~~As ~~will~~a ~~provide~~private upcompany, toGBA ~~approximately~~Global’s ~~2.6~~shares ~~square~~will ~~kilometers~~not ofbe ~~land~~quoted ~~within~~on ~~the~~any ~~Low~~stock ~~Carbon Industrial Park for placement of the Aviation Industrial Park and its associated facilities~~exchange.

~~GBA~~David isGroen ~~also~~and ~~announcing~~Robin ~~that GBAC has entered into a joint venture agreement with ZhongXin Group Ltd. Co. registered in Hong Kong~~Wilson, ~~SAR,~~currently ~~China (“Hong Kong ZhongXin,”), a technology investment company. Under this agreement, GBAC and Hong Kong ZhongXin are establishing~~ the ~~Joint~~Board ~~Venture~~members ~~Company~~of ~~described above, tentatively named “~~GBA ~~Aviation Investment Limited” (“GAI-JV”)~~Inc. ~~This~~, ~~Company~~ will becontinue ~~registered~~ in ~~Wuhai~~those ~~City,~~roles ~~Inner Mongolia Autonomous Region, P.R. China,~~ with ~~each party holding a 50% share ownership~~Mr. ~~GBAC~~ ~~will~~Groen ~~license~~as ~~appropriate~~Chairman, ~~“civil”~~President ~~gyroplane~~and ~~technologies~~CEO toand ~~GAI-JV~~Mr. ~~None~~ ofWilson ~~GBAC’s military~~as ~~specific~~EVP ~~technologies~~& ~~will be transferred and the JV company will be restricted to civil aircraft only~~COO.

The Company has prepared and issued a Press Release, which is filed as an exhibit to this Form 8-K filing. Management recommends that this Exhibit and those documents incorporated by reference be read to more fully understand the context and implications of the matters reported in this Item 1.01.

GBA anticipates that its financial restructuring process will be completed in early August. It is expected that based on an August transaction date, the “Secured Debt Obligation Holders” in the aggregate will own approximately 73% of GBAC, the “Other GBA Debt Obligation Holders” in the aggregate will hold approximately 14%, Management combined will hold 9%, and GBA itself will hold approximately 4% of GBAC. It is anticipated that GBAC will also form additional subsidiaries wherein GBA developed technologies will be utilized and significant additional funding will be raised in those subsidiaries to complete the commercialization of GBA’s Civil and Military technologies, both manned and unmanned.

The activities that heretofore have been undertaken by GBA and its operating subsidiary Groen Brothers Aviation USA, Inc. will be carried forward after the financial restructuring by the operations of Groen Brothers Aviation Corporation. So that we may be able to retain the ‘good-will-value’ of the Groen name within the aerospace industry, the new private company has been named “Groen Brothers Aviation Corporation.” The existing public company, GBA, will continue to be a “holding company,” but whereas it now owns 100% of its technologies and is in debt by more than $170,000,000, its total asset after the restructuring will become its minority interest in Groen Brothers Aviation Corporation and it will be, essentially, debt free.

The Company has prepared and issued a Press Release, which is filed as an exhibit to this Form 8-K filing. Additionally, the Company has attached its 14C Definitive Information Statement, filed and mailed to shareholders on May 18, 2012. Management recommends that those documents be read to more fully understand the context and implications of the matters reported in this Item 1.01.

Item 3.03 Material Modifications to Rights of Security Holders

Major Financial Reorganization of the Company

On May 1, 2012, Groen Brothers Aviation, Inc. (the “Company”) made the Schedule 14C Preliminary Information Statement filing to the Securities & Exchange Commission, pursuant to Section 14 (c) of the Securities Exchange Act of 1934, followed on May 18 by the filing of a corresponding Schedule 14C Definitive Information Statement, also mailed to shareholders. ~~That~~Both ~~document~~documents, incorporated herein by reference, described the Company’s intention to undertake a major financial reorganization with a related transformation of its activities. Today, ~~July~~December 2514, 2012, the Company is ~~indicating~~reporting that itthis ~~anticipates implementing that~~ financial reorganization inwas ~~early~~completed ~~August~~on ~~and is announcing that in contemplation of the completion of that transaction it has reached a significant agreement with~~December ~~certain Chinese parties to exploit its gyroplane technologies~~13.

The Company is also issuing a related Press Release that describes the ~~proposed~~ financial restructuring transaction ~~and Chinese agreements~~. This Press Release is attached. This Form 8-K, the ~~Schedule~~related ~~14C~~Press ~~Definitive~~Release ~~Information Statement filed~~ and ~~mailed~~the totwo ~~shareholders~~14C onfilings ~~May~~incorporated ~~18,~~by ~~2012~~reference ~~and the related Press Release~~ can ~~also~~ be found on the new Company website (www.groenbros-public.com).

Item 9.01 Financial Statements and Exhibits.

(d) ~~Exhibits~~Exhibit.

The following ~~exhibits~~exhibit ~~are~~is filed with this report.

Exhibit No.	Description of Exhibit
99.1	Company Press Release

Exhibit No.	Description of Exhibit
99.1	14C Definitive Information Statement
99.2	Company 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.

	GROEN BROTHERS AVIATION, INC.
Date: July 24, 2012
Date: December 14, 2012
	By: /s/ David Groen
	By: /s/ Robert H.H. Wilson
	Name: David Groen
	Name: Robert H.H. Wilson
	Title: Chairman, President & CEO
	Title: Director

Filing Compare · GROEN BROTHERS AVIATION INC /UT/