-------------------------------------------------------------------------------- ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS -------------------------------------------------------------------------------- (d) Election of New Director The Board of Directors of Groen Brothers Aviation, Inc. (the "Company") appointed Mr. Robert H. H. Wilson as a director of the Company effective October 3, 2006, thereby increasing the size of the Board to four (4) members. Mr. Wilson currently serves as Executive Vice President and a member of the Board of Directors of Groen Brothers Aviation USA, Inc., the Company's operating subsidiary. There is no agreement or understanding between Mr. Wilson and any other person pursuant to which he was appointed to the Board, and Mr. Wilson is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. -------------------------------------------------------------------------------- SIGNATURES -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 10, 2006 GROEN BROTHERS AVIATION, INC. By: /s/ David Groen -------------------------------------- David Groen President and Chief Executive Officer (Principal Executive Officer) 2