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~~July 119, 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

~~Following~~On ~~months~~May of1, inGroen ~~depth~~Brothers ~~negotiations with all its creditors~~Aviation, ~~most~~Inc. of(“GBA”) ~~whom~~filed ~~are~~a ~~significant~~Form ~~equity holders as well~~8-K, ~~GBA~~with ~~has reached an agreement for accomplishing~~ a ~~financial~~copy ~~restructuring~~of ~~without~~its ~~having~~associated toSchedule ~~seek~~14C ~~protection~~Preliminary ~~through~~Information aStatement, ~~bankruptcy~~which ~~filing. Had~~announced ~~GBA~~that ~~been~~following ~~forced~~months ~~into~~of ain ~~Chapter~~depth ~~11,~~negotiations ~~only~~with ~~the~~all ~~secured~~its creditors, ~~would~~most ~~have~~of ~~had~~whom ~~any~~are significant equity orholders ~~other~~as ~~interest~~well, inGBA ~~the~~had ~~Company~~reached ~~because~~an ~~the~~agreement ~~bankruptcy~~for ~~process~~a ~~would~~plan ~~have~~to ~~eliminated~~accomplish ~~all~~a ~~shareholders~~major ~~and~~financial ~~all non-secured creditors~~restructuring. ~~Management~~That ~~believes~~filing also noted that ~~Groen~~the ~~Brothers~~Company ~~Aviation’s~~had ~~name~~received ~~and~~a ~~reputation~~commitment ~~world-wide~~from ~~would have been harmed as well. The restructuring plan that has been negotiated with~~ the ~~Company’s~~ ~~creditors~~holders ~~keeps~~of ~~intact~~a ~~all~~significant ~~shareholders~~majority ~~and~~of ~~treats~~voting ~~all~~shares ~~creditors converting their debt~~ to ~~equity~~vote ~~pari~~in ~~passu~~favor toof the ~~percent~~restructuring ofplan; ~~debt~~subsequently ~~they~~a ~~hold,~~majority ~~whether~~of orvotes ~~not~~has ~~secured~~been received.

~~The~~This ~~GBA~~plan ~~restructuring~~ will result in the elimination of substantially all of the Company’s debt obligations, which currently exceed $170 million, through the exchange of all of such debt for stock in a new private entity ~~to be~~ formed by GBA, ~~and at this time is expected to be~~ named, “Groen Brothers Aviation Corporation” (“GBAC”). In return, GBA will transfer substantially all its assets, notably all of its technologies, knowhow, and associated patents, into Groen Brothers Aviation Corporation in exchange for this relief of debt and ~~receipt~~maintenance of some continued ownership of Groen Brothers Aviation Corporation. In contemplation of this financial restructuring, GBA filed in the State of Delaware a Certificate of Incorporation for GBAC as a wholly-owned subsidiary of GBA Inc.

~~The~~GBA ~~transfer~~is ofnow ~~these~~announcing, ~~assets~~also ~~requires~~in ~~approval~~contemplation ~~through a vote~~ of the ~~Company’s~~financial ~~shareholders~~restructuring, ~~holding~~that aon ~~majority~~July of19, ~~the~~2012 ~~voting~~an ~~shares. The~~agreement ~~Company~~was ~~has~~reached ~~received~~between ~~from~~GBAC ~~holders~~and ofThe aGeneral ~~significant~~Office ~~majority~~ of ~~voting~~Wuhai ~~shares,~~City aGovernment ~~contractual~~(“WCG”), ~~commitment~~Inner toMongolia ~~vote~~Autonomous inRegion, ~~favor~~P.R. ~~of this plan~~China. ~~Because~~Under ofthis ~~continued~~agreement, ~~accrual~~GBAC ofwill ~~interest~~form bya ~~all~~Joint ~~interest-bearing~~Venture ~~debt~~Company ~~and~~(as ofdescribed ~~continued funding~~below), ~~the~~to ~~precise~~establish ~~breakdown~~a ofnew ~~the~~Wuhai ~~ownership~~Aviation ofIndustrial ~~GBAC~~Park ~~will~~within ~~not~~the beWuhai ~~established~~Economic ~~until~~Development ~~the~~Zone ~~date~~Low ofCarbon ~~closing~~Industrial Park. ~~However,~~The ~~based~~GBAC ~~upon~~Joint Venture Company, as the ~~accrued~~anchor ~~value~~tenant of ~~these~~the ~~obligations~~Aviation asIndustrial ofPark, ~~December~~will ~~31,~~also ~~2011,~~establish ita isseries ~~anticipated~~of ~~that~~modern ~~the~~aircraft ~~”Secured~~manufacturing ~~Debt~~facilities ~~Obligation~~primarily ~~Holders”~~to inproduce ~~the~~FAA ~~aggregate~~Type ~~will~~Certified ~~own~~gyroplanes ~~approximately~~of GBA’s ~~70%~~designs ofand ~~GBAC,~~a ~~the~~few ~~“Other~~carefully ~~GBA~~chosen ~~Debt~~fixed ~~Obligation~~wing ~~Holders”~~designs inthat ~~the~~fit ~~aggregate~~within ~~will~~GBA’s ~~hold~~standard ~~approximately~~for ~~17%,~~highly ~~Management~~advanced ~~combined~~aircraft. This will ~~hold~~include ~~9%,~~the ~~and~~tandem ~~GBA~~seating ~~will~~SportHawk ~~hold~~and 4%ShadowHawk ofGyroplane ~~Groen~~series, ~~Brothers~~the ~~Aviation~~ArrowHawk ~~Corporation. It~~Gyroplane isseries ~~anticipated~~starting ~~that~~at ~~Groen~~seven ~~Brothers~~seats ~~Aviation~~but ~~Corporation~~subsequently ~~will~~up ~~also~~through ~~form~~14 ~~subsidiaries~~seats, ~~where~~and eventually the GBA ~~developed~~GyroLiner ~~technologies~~class ~~will~~VTOL beairliner ~~utilized~~series ~~and~~from ~~significant~~19 ~~additional~~seats ~~funding~~up ~~will~~to be100 ~~raised~~seats. Though inthe ~~those~~market ~~subsidiaries~~for tothese ~~complete~~aircraft ~~the~~is ~~commercialization~~expected ofto ~~GBA’s~~be ~~Civil~~extremely ~~and~~large ~~Military~~within ~~technologies~~China, ~~both~~these ~~manned~~aircraft ~~and~~will ~~unmanned~~be produced for worldwide distribution.

The ~~activities~~Wuhai ~~that~~Aviation ~~heretofore~~Industrial ~~have~~Park ~~been~~established ~~undertaken~~ by ~~GBA~~the ~~and~~GBAC ~~its~~Joint ~~operating~~Venture ~~subsidiary~~Company ~~Groen~~will ~~Brothers~~include ~~Aviation~~full ~~USA,~~airport ~~Inc.,~~facilities ~~will~~capable beof ~~carried~~properly ~~forward~~handling bygeneral ~~the~~aviation operations ~~and~~including ~~development~~a ofrunway ~~Groen~~sufficient ~~Brothers~~in ~~Aviation~~length ~~Corporation. So~~and ~~that~~size wefor ~~may~~use beby ~~able~~executive tobusiness ~~retain~~jets up to the ~~‘good-will-value’~~Gulfstream ofsized aircraft. In addition to the ~~Groen~~manufacturing ~~name~~facilities ~~within~~and ~~the~~airport ~~aerospace~~terminal ~~industry~~operations, ~~the~~located ~~Groen~~within ~~Brothers~~the Wuhai Aviation ~~name~~Industrial Park will be ~~kept~~training byfacilities itfor ~~doing~~aircraft ~~business~~assembly aspersonnel, aircraft “~~Groen~~A&P” ~~Brothers~~mechanics ~~Aviation~~training, ~~Corporation~~and both fixed wing and rotor wing pilot training with a pilot center and flying club; a research and development center; a not for profit aviation technology training center; and employee and student housing.” ~~GBA~~GBAC will ~~continue~~be toresponsible befor aleading ~~“holding~~the ~~company,”~~whole ~~but~~of ~~whereas~~this iteffort ~~now~~and ~~owns~~providing ~~100%~~the ofnecessary cadre to ensure its ~~technologies~~quality and istimely incompletion. WCG ~~debt~~will byprovide ~~more~~up ~~than~~to ~~$170,000,000,~~approximately ~~its~~2.6 ~~total~~square ~~assets~~kilometers ~~will~~of ~~become~~land awithin ~~minority~~the ~~interest~~Low inCarbon ~~Groen~~Industrial ~~Brothers~~Park for placement of the Aviation ~~Corporation~~ ~~and~~Industrial ~~will~~Park ~~be,~~and ~~essentially,~~its ~~debt~~associated ~~free~~facilities.

As GBA ofis ~~Monday,~~also ~~April~~announcing ~~30,~~that ~~the~~GBAC ~~Company~~has ~~determined~~entered ~~that~~into ita ~~had~~joint ~~obtained~~venture ~~agreements~~agreement ~~from~~with ~~enough~~ZhongXin ~~creditors~~Group ~~(substantially~~Ltd. ~~all)~~Co. toregistered ~~proceed~~in toHong ~~the~~Kong, ~~next~~SAR, ~~steps~~China of(“Hong ~~its~~Kong ~~intended~~ZhongXin,”), ~~corporate~~a ~~reporting~~technology ~~and~~investment ~~development:~~company. Under 1)this ~~file~~agreement, aGBAC ~~14C~~and ~~Information~~Hong ~~Statement~~Kong ~~with~~ZhongXin are establishing the ~~SEC~~Joint ~~informing~~Venture ~~the~~Company ~~shareholders~~described ofabove, ~~these~~tentatively ~~matters~~named ~~which~~“GBA ~~will~~Aviation ~~result~~Investment inLimited” a(“GAI-JV”). This ~~transfer~~Company ofwill ~~all~~be ofregistered ~~the~~in ~~Company’s~~Wuhai ~~assets~~City, toInner aMongolia ~~new~~Autonomous ~~entity~~Region, ~~and~~P.R. 2)China, ~~begin~~with ~~preparation~~each ofparty ~~the~~holding ~~additional~~a ~~agreements~~50% ~~that~~share ownership. GBAC will belicense ~~necessary~~appropriate to“civil” ~~effect~~gyroplane ~~the~~technologies ~~planned~~to ~~restructuring~~GAI-JV. AsNone ~~such~~of ~~agreements~~GBAC’s military ~~are~~specific ~~prepared~~technologies ~~and~~will ~~executed,~~be ~~the~~transferred ~~Company~~and ~~will~~the ~~include~~JV ~~them~~company inwill ~~additional~~be ~~filings~~restricted onto ~~Form~~civil 8Kaircraft only.

~~The~~GBA ~~Company~~anticipates ~~has~~that ~~prepared~~its ~~and~~financial ~~issued~~restructuring aprocess ~~Press~~will ~~Release,~~be ~~which~~completed in early August. It is ~~filed~~expected asthat based on an ~~exhibit~~August totransaction ~~this~~date, ~~Form~~the 8K“Secured ~~filing. Additionally~~Debt Obligation Holders” in the aggregate will own approximately 73% of GBAC, the ~~Company~~“Other ~~has~~GBA ~~attached~~Debt Obligation Holders” in the aggregate will hold approximately 14%, ~~and~~Management ~~incorporates~~combined bywill ~~reference~~hold 9%, ~~its~~and ~~Preliminary~~GBA ~~Filing~~itself ofwill ~~the~~hold ~~14C~~approximately ~~Information~~4% ~~Statement~~of GBAC. ~~Management~~It ~~recommends~~is anticipated that ~~those~~GBAC ~~documents~~will bealso ~~read~~form toadditional ~~more~~subsidiaries ~~fully~~wherein ~~understand~~GBA ~~the~~developed ~~context~~technologies will be utilized and ~~implications~~significant ofadditional ~~the~~funding ~~matters~~will ~~reported~~be raised in ~~this~~those ~~Item~~subsidiaries 1to complete the commercialization of GBA’s Civil and Military technologies, both manned and unmanned.~~01.~~

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

~~Today,~~On May 1, 2012, Groen Brothers Aviation, Inc. (the “Company”) made the ~~attached~~ Schedule 14C Preliminary Information Statement filing to the Securities & Exchange Commission, pursuant to Section 14 (c) of the Securities Exchange Act of 1934. ~~This~~That ~~filing~~document, ~~describes~~incorporated herein by reference, described the Company’s intention to undertake a major financial reorganization with a related transformation of its activities. Today, July 25, 2012, the Company is indicating that it anticipates implementing that financial reorganization in early August and is announcing that in contemplation of the completion of that transaction it has reached a significant agreement with certain Chinese parties to exploit its gyroplane technologies.

~~Simultaneous~~The toCompany ~~the~~is ~~filing~~also ofissuing ~~the Schedule 14C, the Company issued~~ a related Press Release that describes the proposed financial restructuring transaction and ~~the~~Chinese agreements. This Press Release is ~~also~~ attached. This Form 8-K, the Schedule 14C Definitive Information Statement filed and mailed to shareholders on May 18, 2012 and the related Press Release can also be found on the Company website (www.groenbros.com).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this report.

Exhibit No.	Description of Exhibit
99.1	Schedule 14C Information Statement
99.2	Company Press Release
99.3	Support and Voting Agreement

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: May 1, 2012
Date: July 24, 2012
	By: /s/ David Groen
	Name: David Groen
	Title: Chairman, President & CEO

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