UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the quarterly period ended September 30, 2009


or


 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from _________ to________




Commission
File Number 001-33540







(Exact
name of registrant as specified in its charter)




Wisconsin
            39-1987014(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)




N93
W14475 Whittaker Way, Menomonee Falls, WI  53051


(Address
of principal executive offices)




(262)
253-9800


(Registrant’s
telephone number)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.  R
Yes  £
No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files).  £
Yes  £
No




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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):





Large
      accelerated filer    ̈
            Accelerated
      filer              ̈
            Non-accelerated
      filer  ̈
            Smaller
      reporting company þ


(Do not
check if a smaller reporting company)




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





Class
            Shares
      Outstanding as of November 12, 2009Common
      Stock, $.01 par value per share
            12,381,214














ZBB
Energy Corporation




Form
10-Q




TABLE OF
CONTENTS




PagePART I. FINANCIAL INFORMATION
      (*)Item 1.
                  Consolidated
      Financial Statements
                  1Balance
      Sheets
                  1Statements
      of Operations
                  2Statements
      of Changes in Shareholders’ Equity
                  3Statements
      of Cash Flows
                  4Notes
      to Financial Statements
                  5Item
      2.
                  Management’s
      Discussion and Analysis and Results of Operations
                  14Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  20Item
      4.
                  Controls
      and Procedures
                  20PART II. OTHER INFORMATIONItem
      1.
                  Legal
      Proceedings
                  21Item
      1A.
                  Risk
      Factors
                  21Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  21Item
      3.
                  Defaults
      upon Senior Securities
                  21Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  21Item
      5.
                  Other
      Information
                  21Item
      6.
                  Exhibits
                  21Signatures
                  22







(*) All
of the financial statements contained in this Quarterly Report are unaudited
with the exception of the financial information at June 30, 2009, which has been
derived from our audited financial statements at that date and should be read in
conjunction therewith. Our audited financial statements as of June 30, 2009 and
for the year then ended, and the notes thereto, can be found in our Annual
Report on Form 10-K, which was filed with the Securities and Exchange Commission
on September 18, 2009.









PART
I.  FINANCIAL INFORMATION




Item 1. FINANCIAL
STATEMENTS




ZBB
ENERGY CORPORATION
 Consolidated
Balance Sheets
 
 September
      30, 2009
                    
                    
                    June
      30, 2009(unaudited)AssetsCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    4,933,087
                    
                    
                    $
                    2,970,009Bank
      certificate of deposit
                    
                    
                    -
                    
                    
                    
                    1,000,000Accounts
      receivable
                    
                    
                    53,088
                    
                    
                    
                    614,154Interest
      receivable
                    
                    
                    -
                    
                    
                    
                    19,746Inventories-net of $131,369 and $145,301
      allowance
                    
                    
                    1,210,130
                    
                    
                    
                    1,023,571Prepaids
      and other current assets
                    
                    
                    85,962
                    
                    
                    
                    143,173Total
      current assets
                    
                    
                    6,282,267
                    
                    
                    
                    5,770,653Long-term
      assets:Property,
      plant and equipment, net
                    
                    
                    4,488,418
                    
                    
                    
                    4,578,179Goodwill
                    
                    
                    803,079
                    
                    
                    
                    803,079Total
      assets
                    
                    $
                    11,573,764
                    
                    
                    $
                    11,151,911Liabilities
      and Shareholders' EquityCurrent
      liabilities:Bank
      loans
                    
                    
                    470,026
                    
                    
                    
                    416,558Accounts
      payable
                    
                    
                    760,539
                    
                    
                    
                    827,001Accrued
      expenses
                    
                    
                    85,600
                    
                    
                    
                    66,650Deferred
      revenues
                    
                    
                    407,075
                    
                    
                    
                    509,627Accrued
      compensation and benefits
                    
                    
                    220,429
                    
                    
                    
                    151,841Total
      current liabilities
                    
                    
                    1,943,669
                    
                    
                    
                    1,971,677Long-term
      liabilities:Bank
      loans
                    
                    
                    2,388,277
                    
                    
                    
                    2,399,915Total
      liabilities
                    
                    $
                    4,331,946
                    
                    
                    $
                    4,371,592Shareholders'
      equityCommon
      stock($0.01 par value);
      150,000,000 authorized 12,381,214 and 10,618,297 shares issued and
      outstanding
                    
                    
                    123,813
                    
                    
                    
                    106,183Additional
      paid-in capital
                    
                    
                    47,461,619
                    
                    
                    
                    45,549,079Accumulated
      other comprehensive (loss)
                    
                    
                    (1,599,511
                    )
                    
                    
                    (1,601,576
                    )Accumulated
      (deficit)
                    
                    
                    (38,744,103
                    )
                    
                    
                    (37,273,367
                    )Total
      shareholders' equity
                    
                    $
                    7,241,818
                    
                    
                    $
                    6,780,319Total
      liabilities and shareholders' equity
                    
                    $
                    11,573,764
                    
                    
                    $
                    11,151,911
 
 See
accompanying notes to consolidated financial statements
 
 -1-
  ZBB
ENERGY CORPORATION
 Consolidated
Statements of Operations
 
 Three months ended
    September30,2009
                          
                          
                          2008(unaudited)
                          
                          
                          (unaudited)RevenuesProduct
      sales and revenues
                          
                          $
                          82,483
                          
                          
                          $
                          -Engineering
      and development revenues
                          
                          
                          145,187
                          
                          
                          
                          291,697Total Revenues
                          
                          
                          227,670
                          
                          
                          
                          291,697Costs
      and ExpensesCost
      of product sales
                          
                          
                          76,549
                          
                          
                          
                          -Advanced
      engineering and development
                          
                          
                          619,162
                          
                          
                          
                          737,145Selling,
      general, and administrative
                          
                          
                          873,367
                          
                          
                          
                          785,081Depreciation
                          
                          
                          124,217
                          
                          
                          
                          74,901Total
      Costs and Expenses
                          
                          
                          1,693,295
                          
                          
                          
                          1,597,127Loss
      from Operations
                          
                          
                          (1,465,625
                          )
                          
                          
                          (1,305,430
                          )Other
      Income (Expense)Interest
      income
                          
                          
                          26,496
                          
                          
                          
                          53,952Interest
      expense
                          
                          
                          (32,032
                          )
                          
                          
                          (27,401
                          )Other
      income (expense)
                          
                          
                          425
                          
                          
                          
                          (15,130
                          )Total
      Other Income (Expense)
                          
                          
                          (5,111
                          )
                          
                          
                          11,421Loss
      before provision for Income Taxes
                          
                          
                          (1,470,736
                          )
                          
                          
                          (1,294,009
                          )Provision
      for Income Taxes
                          
                          
                          -
                          
                          
                          
                          -Net
      Loss
                          
                          $
                          (1,470,736
                          )
                          
                          $
                          (1,294,009
                          )Net
      Loss per share-Basic
      and diluted
                          
                          $
                          (0.13
                          )
                          
                          $
                          (0.12
                          )Weighted
      average shares-basic and diluted:Basic
                          
                          
                          11,514,131
                          
                          
                          
                          10,512,283Diluted
                          
                          
                          11,514,131
                          
                          
                          
                          10,512,283
  See
accompanying notes to consolidated financial statements.
 
 -2-
 
 ZBB
Energy Corporation
 Consolidated
Statements of Changes in Shareholders' Equity (unaudited)
  Note
      Receivable
                                                                                            
                                                                                            
                                                                                            Accumulated
      Other
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            TOTALNumber
      of
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            from
                                                                                            
                                                                                            
                                                                                            Comprehensive
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            Shareholders'
                                                                                            
                                                                                            
                                                                                            ComprehensiveShares
                                                                                            
                                                                                            
                                                                                            Common
      Stock
                                                                                            
                                                                                            
                                                                                            Add'l
      Paid-in Capital
                                                                                            
                                                                                            
                                                                                            Shareholders
                                                                                            
                                                                                            
                                                                                            (Loss)
                                                                                            
                                                                                            
                                                                                            Accumulated
      Deficit
                                                                                            
                                                                                            
                                                                                            Equity
                                                                                            
                                                                                            
                                                                                            (Loss)Balance:
      June 30, 2008
                                                                                            
                                                                                            
                                                                                            10,512,283
                                                                                            
                                                                                            
                                                                                            $
                                                                                            105,123
                                                                                            
                                                                                            
                                                                                            $
                                                                                            45,619,608
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (608,333
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (1,373,485
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (31,726,795
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            12,016,118
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (4,731,612
                                                                                            )Stock
      options expensed
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            294,114
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            294,114Issuance
      of restricted stock inpayment of
      compensation
                                                                                            
                                                                                            
                                                                                            101,014
                                                                                            
                                                                                            
                                                                                            
                                                                                            1,010
                                                                                            
                                                                                            
                                                                                            
                                                                                            72,167
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            73,177Deferred
      stock compensation
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (72,167
                                                                                            )
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (72,167
                                                                                            )Amortization
      of deferredstock compensation
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            30,490
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            30,490Issuance
      of restricted stock- in
      payment ofconsulting fees
                                                                                            
                                                                                            
                                                                                            5,000
                                                                                            
                                                                                            
                                                                                            
                                                                                            50
                                                                                            
                                                                                            
                                                                                            
                                                                                            13,200
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            13,250Reduction
      of note receivable
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (408,333
                                                                                            )
                                                                                            
                                                                                            
                                                                                            608,333
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            200,000Net
      Loss
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (5,546,572
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (5,546,572
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (5,546,572
                                                                                            )Net
      Translation Adjustment
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (228,091
                                                                                            )
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (228,091
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (228,091
                                                                                            )Balance:
      June 30, 2009
                                                                                            
                                                                                            
                                                                                            10,618,297
                                                                                            
                                                                                            
                                                                                            $
                                                                                            106,183
                                                                                            
                                                                                            
                                                                                            $
                                                                                            45,549,079
                                                                                            
                                                                                            
                                                                                            $
                                                                                            -
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (1,601,576
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (37,273,367
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            6,780,319
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (5,774,663
                                                                                            )Issuance
      of common stock equity
      offeringnet of underwriting
    fees
                                                                                            
                                                                                            
                                                                                            1,791,667
                                                                                            
                                                                                            
                                                                                            
                                                                                            17,917
                                                                                            
                                                                                            
                                                                                            
                                                                                            2,024,583
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            2,042,500Equity
      offering costs
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (167,224
                                                                                            )
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (167,224
                                                                                            )Amortization
      of deferredequity compensation
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            54,894
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            54,894Settlement
      of stockpurchase agreement
                                                                                            
                                                                                            
                                                                                            (28,750
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (287
                                                                                            )
                                                                                            
                                                                                            
                                                                                            287Net
      Loss
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            (1,470,736
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (1,470,736
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (1,470,736
                                                                                            )Net
      Translation Adjustment
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            2,065
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            2,065
                                                                                            
                                                                                            
                                                                                            
                                                                                            2,065Balance:September
      30, 2009
                                                                                            
                                                                                            
                                                                                            12,381,214
                                                                                            
                                                                                            
                                                                                            $
                                                                                            123,813
                                                                                            
                                                                                            
                                                                                            $
                                                                                            47,461,619
                                                                                            
                                                                                            
                                                                                            $
                                                                                            -
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (1,599,511
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            (38,744,103
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            7,241,818
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (1,468,671
                                                                                            )
  See
accompanying notes to consolidated financial statements.
  -3-
 
 ZBB
      Energy Corporation
                        
                        Three
      months ended September 30,Consolidated
      Statements of Cash Flows
                        
                        2009
                        
                        
                        2008(unaudited)
                        
                        
                        (unaudited)Cash
      flows from operating activities:Net
      loss
                        
                        $
                        (1,470,736
                        )
                        
                        $
                        (1,294,009
                        )Adjustments
      to reconcile net loss to net cash (used) in operating
      activities:Depreciation
                        
                        
                        124,217
                        
                        
                        
                        74,901Change
      in inventory allowance
                        
                        
                        (13,932
                        )
                        
                        
                        11,000Equipment
      costs reclassified to expenses
                        
                        
                        -
                        
                        
                        
                        210,855Payments
      applied to note receivable for consulting fees
                        
                        
                        -
                        
                        
                        
                        50,000Stock
      based compensation
                        
                        
                        54,894
                        
                        
                        
                        54,471(Increase)
      decrease in operating assets:Accounts
      receivable
                        
                        
                        561,066
                        
                        
                        
                        (2,223
                        )Inventories
                        
                        
                        (172,628
                        )
                        
                        
                        (131,125
                        )Prepaids
      and other current assets
                        
                        
                        57,211
                        
                        
                        
                        (27,275
                        )Other
      receivables-interest
                        
                        
                        19,746
                        
                        
                        
                        6,875Increase
      (decrease) in operating liabilities:Accounts
      payable
                        
                        
                        (66,462
                        )
                        
                        
                        146,869Accrued
      compensation and benefits
                        
                        
                        68,588
                        
                        
                        
                        (35,667
                        )Accrued
      expenses
                        
                        
                        18,950
                        
                        
                        
                        -Deferred
      revenues
                        
                        
                        (144,454
                        )
                        
                        
                        (244,862
                        )Net
      cash (used) in operating activities
                        
                        
                        (963,541
                        )
                        
                        
                        (1,180,192
                        )Cash
      flows from investing activitiesCapital
      expenditures
                        
                        
                        -
                        
                        
                        
                        (407,207
                        )Bank
      certificate of deposit
                        
                        
                        1,000,000
                        
                        
                        
                        -Net
      cash provided (used) in investing activities
                        
                        
                        1,000,000
                        
                        
                        
                        (407,207
                        )Cash
      flows from financing activitiesProceeds
      from bank loan
                        
                        
                        156,000.00
                        
                        
                        
                        -Repayments
      of bank loans
                        
                        
                        (114,168
                        )
                        
                        
                        (42,447
                        )Proceeds
      from public offering - net of underwriter fees
                        
                        
                        2,042,500
                        
                        
                        
                        -Additional
      public offering costs
                        
                        
                        (167,224
                        )
                        
                        
                        -Net
      cash provided (used) by financing activities
                        
                        
                        1,917,108
                        
                        
                        
                        (42,447
                        )Effect
      of exchange rate changes on cash and cash equivalents
                        
                        
                        9,511
                        
                        
                        
                        (139,737
                        )Net
      increase (decrease) in cash and cash equivalents
                        
                        
                        1,963,077
                        
                        
                        
                        (1,769,584
                        )Cash
      and cash equivalents - beginning of period
                        
                        
                        2,970,009
                        
                        
                        
                        8,451,320Cash
      and cash equivalents - end of period
                        
                        $
                        4,933,087
                        
                        
                        $
                        6,681,736Cash
      paid for interest
                        
                        $
                        32,032
                        
                        
                        $
                        27,401Supplemental
      schedule of non-cash investing and financing activities:Investment
      in joint venture offset by unfulfilled deferred revenue
                        
                        
                        -
                        
                        
                        
                        160,000Stock
      based compensation
                        
                        
                        54,894
                        
                        
                        
                        54,471
  See
accompanying notes to consolidated financial statements.




-4-




ZBB
ENERGY CORPORATION


Notes
to Unaudited Consolidated Financial Statements


September
30, 2009





NOTE
1 - Basis of Presentation




The
accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and disclosures required for annual financial
statements. These financial statements should be read in conjunction with the
financial statements and related footnotes for the year ended June 30,
2009.




In
the opinion of the ZBB Energy Corporation (“ZBB” or the “Company”) management,
all adjustments (consisting of normal recurring accruals) necessary to make the
Company’s financial position as of September 30, 2009 and the results of
operations and statements of cash flows for the periods shown not misleading,
have been included.  Operating results for the three months ended
September 30, 2009 are not necessarily indicative of the results that may be
expected for the year-ended June 30, 2010.




The
accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated upon consolidation.





NOTE
2 - Nature of Organization




The
Company designs, develops, manufactures and distributes energy storage systems
under the product names, ZESS 50 and ZESS 500. The Company also develops and
distributes proprietary system integration power electronics under the product
name ZESS POWRPECC.  The Company was incorporated under the laws of
Wisconsin in 1998.




The
Company develops, manufactures and markets energy storage systems with electric
utility and renewable energy applications as its initial market. This scalable,
mobile system is ideally suited for a number of market applications
including:




—
Storage of renewable wind and solar energy production in both grid connected and
grid independent environments.




—
Load management for generation, transmission and distribution utilities, energy
service companies and large industrial customers allowing peak shaving and
deferral of capital expenditures that otherwise would be required to alleviate
utility system constraints.




—
Power quality to alleviate downtime caused by voltage sags, voltage swells,
frequency fluctuations, and combined with uninterruptible power supply (UPS) to
eliminate power outages.




The
consolidated financial statements include the accounts of the Company and those
of its wholly owned subsidiaries, ZBB Technologies, Inc. which operates a
manufacturing facility in Menomonee Falls, Wisconsin, and ZBB Technologies, Ltd.
which has its advanced engineering and development facility in Perth,
Australia.





NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Foreign
Currency




The
Company uses the United States dollar as its reporting currency, while the
Australian dollar is the functional currency of one of its operating
units.  Assets and liabilities of the Company’s international
operations are translated into United States dollars at exchange rates that are
in effect as at the balance sheet date while equity accounts are translated at
historical exchange rates. Income and expense items are translated at average
exchange rates which were applicable during the reporting period. Translation
adjustments are accumulated in Accumulated Other Comprehensive (Loss) as a
separate component of Shareholders’ Equity in the consolidated balance sheet. No
gain or loss on translation is included in the net loss.




Use
of Estimates




The
preparation of financial statements and related disclosures in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and
revenues and expenses during the period covered by the report. Actual results
could differ from those estimates. Estimates are used in accounting for, amongst
other things, revenue and losses recognized under the percentage of completion
method for sales, impairment and realizability of assets, depreciation, and
valuations of equity and debt instruments.  Estimates and assumptions
are reviewed periodically and the effects of any revisions are reflected in the
consolidated financial statements in the period they are determined to be
necessary.




-5-




Income
Tax




The
Company records deferred taxes in accordance with FASB Accounting Standard
Codification (“ASC”)  topic 740, “Accounting for Income Taxes.” This
ASC requires recognition of deferred tax assets and liabilities for temporary
differences between the tax basis of assets and liabilities and the amounts at
which they are carried in the financial statements, based upon the enacted tax
rates in effect for the year in which the differences are expected to reverse.
The Company establishes a valuation allowance when necessary to reduce deferred
tax assets to the amount expected to be realized. There were no deferred tax
assets recorded as of September 30, 2009.




Property,
Plant and Equipment




Land,
building, equipment, computers and furniture and fixtures are recorded at
cost.  Maintenance, repairs and betterments are charged to
expense.




Finished
goods normally held for sale to customers may sometimes be used in demonstration
and testing by customers.  During the periods that the units are
transferred from Inventory to Plant and Equipment they are depreciated over the
period in use. Since the intent is for these units to be eventually sold they
are returned to Inventory upon the completion of customer demonstration and
testing at their written down value.




Depreciation





Depreciation
is provided for all plant and equipment on a straight line basis over estimated
useful lives of the assets.  The depreciation rate used for each class
of depreciable asset is:





Depreciation RateManufacturing
      Equipment
                  3 –
      15 yearsOffice
      Equipment
                  3 –
      8 yearsBuilding
                  40
      years





Impairment
of Long-Lived Assets





In
accordance with FASB ASC topic 360, "Impairment or Disposal of Long-Lived
Assets," the Company assesses potential impairments to its long-lived assets
including property, plant and equipment when there is evidence that events or
changes in circumstances indicate that the carrying value may not be
recoverable.





If such
an indication exists, the recoverable amount of the asset, being the higher of
the asset’s fair value less costs to sell, is compared to the asset’s carrying
value. Any excess of the asset’s carrying value over its recoverable amount is
expensed to the statement of operations. In assessing value in use, the
estimated future cash flows are discounted to their present value using a
pre-tax discount rate.





Goodwill





Goodwill
represents the cost of acquisition of a group of assets in excess of the net
fair value of the identifiable assets.





Following
initial recognition, goodwill is measured at cost less any accumulated
impairment losses. Goodwill is not amortized but reviewed for impairment
annually or more frequently if events or changes in circumstances indicate that
its carrying value may be impaired.




Cash
and Cash Equivalents





The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.  The Company maintains its cash
deposits with a few high credit quality financial institutions predominately in
the United States.  At times such balances may exceed federally
insurable limits.  The Company has not experienced any losses in such
accounts.




-6-




Inventories





Inventories
are stated at the lower of cost (first-in, first-out method) or market and
consist of raw materials, work in progress and finished goods held for
resale.





Costs
incurred in bringing each product to its present location and conditions are
accounted for as follows:





·
            Raw
      materials – purchased cost of direct
material


·
            Finished
      goods and work-in-progress – purchased cost of direct material plus direct
      labor plus a proportion of manufacturing
  overheads.





Revenue
Recognition





The
Company currently contracts with its customers to develop, manufacture, install
and service its energy storage systems under   short and
long-term contracts.  These contracts have resulted in two distinct
arrangements and revenue recognition policies. The first type of contract is for
the production, delivery and installation of energy storage
systems.  The second type of contract is for product engineering and
development activities.





Product
sales orders that have relatively short duration (typically less than one year)
normally use the completed-contract method of revenue recognition rather than
the percentage-of-completion method.  Revenues are recognized when the
sales price is fixed, collectability is reasonably assured and the product’s
title and risk of loss is transferred to the customer. Typically, these
conditions are met when the product is shipped to the customer. The Company
charges shipping and handling fees when products are shipped or delivered to a
customer, and includes such amounts in net sales. The Company reports its sales
net of actual sales returns.





Revenue
recognition on energy storage system long-term contracts utilizes the
percentage-of-completion method which recognizes revenue proportionally as costs
are incurred and compared to the estimated total costs for each
contract.  This has been the predominant method used in estimating
revenues recognized in past reporting periods.





Engineering
and development contracts are typically collaborative agreements to further
develop renewable energy technologies and are often sponsored and partially
funded in various amounts between government agencies and the Company. Often
multi-year agreements which contain several elements and provide for varying
consideration based on allowable costs, milestones and similar payment
provisions and may provide for future licensing and royalties beyond the term of
the arrangement.  Revenue associated with these types of contracts are
typically of longer duration and recognized under the percentage-of-completion
method.





In July
2007 the Company commenced engineering and product development activities
pursuant to the collaborative Advanced Electricity Storage Technologies project
(“AEST”) with the Commonwealth of Australia through July 2010 which terms
include the receipt of funding of A$3.1 million (approximately US$2.3 million)
toward future development costs which include the production and delivery of one
500kWh energy storage system.  During the three months ended September
30, 2009 and 2008, $145,187 and $291,697, respectively, was recognized as
revenue based on progress toward completion of the nine performance milestones
specified in the contract.





Total
revenues of $227,670 and $291,697 were recognized for the three months ended
September 30, 2009 and 2008, respectively.




Net
Loss per Share





The
Company follows the FASB ASC topic 260  “Earnings per Share”
provisions which require the reporting of both basic and diluted earnings (loss)
per share.  Basic earnings (loss) per share is computed by dividing
net income (loss) available to common stockholders by the weighted average
number of common shares  outstanding for the
period.  Diluted earnings (net loss) per share reflect the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. Anti-dilutive effects on net
income (loss) per share are excluded (as of September 30, 2009 there were
2,448,510 underlying options and warrants that are excluded).





Stock-Based
Compensation





The
Company measures all “Share-Based Payments", including grants of stock options
and restricted shares, to be recognized in the income statement based on their
fair values on the grant date, consistent with FASB ASC topic 718 “Stock
Compensation” guidelines.





Accordingly,
the Company measures share-based compensation cost for all share-based awards at
the fair value on the grant date and recognition of share-based compensation
over the service period for awards are expected to vest. The fair value of stock
options is determined based on the number of shares granted and the price of our
ordinary shares, and calculated based on the Black-Scholes valuation
model.




-7-




The
Company only recognizes expense to its consolidated statement of operations for
those options or shares that are expected ultimately to vest, using two
attribution methods to record expense, the straight-line method for grants with
only service-based vesting or the graded-vesting method, which considers each
performance period or tranche separately, for all other awards. See Note 13
below.




Advanced
engineering and development





The
Company expenses advanced engineering and development costs as incurred. These
costs consist primarily of labor, overhead, and materials to build prototype
units, materials for testing, develop manufacturing processes and include
consulting fees and other costs.  To the extent these cost are
allowable costs and funded by advanced engineering and development type
agreements with outside parties, they will be shown separately on the statement
of operations as a “cost of engineering and development contract.”




Costs
related to the AEST project were presented in the prior fiscal year‘s statement
of operations as  “cost of engineering and development contracts” and
have subsequently been reclassified and presented as “advanced engineering and
development” costs to conform with the current fiscal year
presentation.   The Company determined the AEST project agreement
did not contain adequate specificity to reasonably allocate revenues and related
expenditures between product sales, engineering and development revenues, and
general engineering and development costs to allow for separate classification
in the statement of operations.





Intellectual
property, including internally generated patents and know-how is carried at no
value.





Comprehensive
income (loss)





The
Company reports its comprehensive income (loss) in accordance with the FASB
ASCtopic 220
“Comprehensive Income”, which requires presentation of the components of
comprehensive earnings. Comprehensive income (loss) consists of net income
(loss) for the period plus or minus any net currency translation adjustments
applicable for the periods ended September 30, 2009 and 2008 and is presented in
the Consolidated Statements of Changes in Shareholders’ Equity.





Fair
Value Measurements





The
Company considers the carrying values reported in the consolidated balance
sheets for current assets and current liabilities qualifying as financial
instruments approximate their fair values due to the short-term maturity of such
instruments.  It is the management’s opinion that the Company is not
exposed to significant interest, price, foreign currency or credit risks arising
from these financial instruments.





Recent
Accounting Pronouncements





On July
1, 2009, the Company adopted the FASB Accounting Standards Codification ("ASC").
 FASB ASC topic 105, “Generally Accepted Accounting Principles”, does not
alter current U.S. GAAP but rather integrated existing accounting standards with
other authoritative guidance.  The ASC provides a single source of
authoritative U.S. GAAP for nongovernmental entities and supersedes all other
previously issued non-SEC accounting and reporting guidance.  The adoption
of the ASC did not change our accounting principles.  All prior references
to U.S. GAAP have been revised to conform to the ASC. Updates to the ASC are
issued in the form of Accounting Standards
Updates   ("ASU").





In
October 2009, the FASB issued ASU No. 2009-13 “Revenue Recognition (Topic 605):
Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging
Issues Task Force.” This update provides application guidance on whether
multiple deliverables exist, how the deliverables should be separated and how
the consideration should be allocated to one or more units of accounting. This
update establishes a selling price hierarchy for determining the selling price
of a deliverable. The selling price used for each deliverable will be based on
vendor-specific objective evidence, if available, third-party evidence if
vendor-specific objective evidence is not available, or estimated selling price
if neither vendor-specific or third-party evidence is available. The Company
will be required to apply this guidance prospectively for revenue arrangements
entered into or materially modified after January 1, 2011; however, earlier
application is permitted. The management is in the process of evaluating the
impact of adopting this ASU on the Company’s financial statements.





In April
2009, new guidance, FASB ASC topic 825 “Financial Instruments” was issued which
amends the requirements for disclosures about fair value of financial
instruments in interim financial statements as well as in annual financial
statements. This guidance became effective for the Company on July 1, 2009 and
did not have a material impact on the Company’s consolidated financial
statements.





-8-





NOTE
4 - INVENTORIES





Inventory
balances are comprised of the following amounts as of September 30,
2009:





Raw
      materials
                  
                  $
                  901,936Work
      in progress
                  
                  
                  357,559Finished
      goods
                  
                  
                  82,004Inventory
      valuation allowance
                  
                  
                  (131,369
                  )TOTAL
                  
                  $
                  1,210,130





NOTE
5– PROPERTY, PLANT & EQUIPMENT





Property,
plant & equipment balances are comprised of the following amounts as of
September 30, 2009:




Office
      equipment
                  
                  $
                  120,977Manufacturing
      equipment
                  
                  
                  4,150,277Test
      units
                  
                  
                  548,334Building
                  
                  
                  1,996,134Land
                  
                  
                  217,0007,032,722Less,
      accumulated depreciation
                  
                  
                  (2,544,304
                  )Net
      Property, Plant & Equipment
                  
                  $
                  4,488,418




NOTE
6 – NOTE RECEIVABLE-Shareholder




In July
2006, the Company entered into a common stock purchase agreement with 41
Broadway Associates, LLC.  Under the terms of the agreement the
Company sold to 41 Broadway Associates, LLC a total of 294,118 shares for a
total consideration of $1,000,000. Both
parties also entered into a five year consulting agreement.  During
2009 the Company determined the service agreement to be a minimal future value
and effectively cancelled the agreement as of June 30, 2009.





In
accordance with the terms of the note agreement, the cancellation of the service
agreement, in effect relieved the remaining balance of the note
receivable.  Accordingly, the $408,333 remaining balance of the note
receivable was written off and applied to additional paid in capital at June 30,
2009.  The cancellation agreement also required 41 Broadway
Associates, LLC to forfeit 28,750 of the Company’s common shares, reducing the
Company’s common shares issued and outstanding during the current
period.





NOTE
7 – COMMON STOCK AND WARRANT OFFERING




On April
30, 2009 the Company filed an S-3 Registration Statement with the SEC, which was
declared effective by the SEC on May 13, 2009.  The Company took this
action as a proactive measure in anticipation of our possible future needs for
additional working capital and further capital expenditures.  On
August 18, 2009, the Company completed the closing of a public offering of
common stock and warrants.  The Company sold 1,791,667 units at $1.20
per unit, consisting of an aggregate of 1,791,667 shares of its common stock and
warrants to purchase 358,333 shares of its common stock at an exercise price of
$1.33 per share.  The proceeds to ZBB after deducting placement agent
fees and offering expenses were approximately $1.9 million. Proceeds are
expected to be used for capital expenditures and general corporate
purposes.





-9-





NOTE
8 – BANK LOANS AND NOTES PAYABLE





The
Company's debt consisted of the following as of September 30, 2009:
 
 Bank
      loans-current
                  
                  $
                  470,026Bank
      loans-long term
                  
                  
                  2,388,277Total
                  
                  $
                  2,858,303
 
 On July
1, 2009 the Company entered into a loan agreement to finance new production
equipment.  The $156,000 bank note is secured by specific equipment,
requiring monthly payments of $4,736 of principal and interest; rate equal to
5.99% per annum; maturity date of December 1, 2013. Principal balance is
$144,064 at September 30, 2009.
  On
November 28, 2008 the Company entered into a loan agreement to finance new
production equipment.  The $1,070,000 bank note is secured by specific
equipment, requiring monthly payments of $21,000 of principal and
interest;  rate equal to the prime rate; maturity date of July 1,
2012. Principal balance is $895,977 at September 30, 2009.
  On May
14, 2008 the Company entered into two loan agreements to refinance the building
and land in Menomonee Falls, Wisconsin: —The first loan requires a fixed monthly
payment of principal and interest at a rate of .25% below the prime rate, with
any principal balance due at maturity on June 1, 2018, and secured by the
building and land.  Principal balance is $839,351 at September 30,
2009. —The second loan is a secured promissory note guaranteed by the U.S. Small
Business Administration, requiring monthly payments of principal and interest at
a  rate of 5.5% until May 1, 2028.   Principal balance
is $841,255 at September 30, 2009.
  On
January 22, 2007 the Company refinanced its equipment loan.  The new
loan term requires monthly payments of principal and an interest rate equal to
the prime rate, maturity date of February 1, 2011.  The loan is
secured by a first lien on all business personal property.  Principal
balance is $137,656 at September 30, 2009.
  Maximum
aggregate annual principal payments for the 12 month periods subsequent to
September 30, 2009 are as follows:
 
 2010
                    
                    $
                    470,0262011
                    
                    
                    385,6772012
                    
                    
                    373,8772013
                    
                    
                    283,6212014
                    
                    
                    97,4552015
      and thereafter:
                    
                    
                    1,247,647$
                    2,858,303




NOTE
9- EMPLOYEE/DIRECTOR EQUITY INCENTIVE PLANS





In 2002
the Company established the 2002 Stock Option Plan (“SOP”) whereby a stock
option committee was given the discretion to grant up to 882,353 options to
purchase shares to key employees of the Company at exercise prices and dates to
be determined by the directors.  No options were exercised and 16,793
options expired during the year ended June 30, 2009. There was no SOP option
activity during the three month period ended September 30, 2009 At September 30,
2009 there remains 487,907 options outstanding with exercise prices of not less
than $3.59 and exercise dates up to June 30, 2014.  A further 91,200
options are available to be issued under the SOP.





During
2005 the Company established an Employee Stock Option Scheme (the “2005 Plan”)
that authorizes the board of directors or a committee thereof, to grant options
to employees and directors of the Company or any affiliate of the Company. The
maximum number of options that may be granted in aggregate at any time under
this option scheme or under any other employee option or share plan is the
number equivalent to 5% of the total number of issued shares of the Company
including all shares underlying options under the Company’s stock option and
incentive plans. Options issued expire five years after the vesting date. No
options were exercised in fiscal 2009 or during the three month period ended
September 30, 2009.  At September 30, 2009, options to purchase
250,000 shares with an exercise price of $3.82 and an expiration date of June
2012 remain outstanding.





During
2007 the Company established the 2007 Equity Incentive Plan (the “2007 Plan”)
that authorizes the board of directors or a committee thereof, to grant options
to purchase up to a maximum of 1,500,000 shares to employees and directors of
the Company at exercise prices to be determined by the administrator but not
less than 100% (110% for a 10% shareholder) of the market value on the date
granted.   During the year ended June 30, 2009 options to
purchase 451,410 shares were granted to employees and directors exercisable at
prices from $1.35 to $1.69 based on vesting terms of July 2009 through January
2012 and exercisable at various dates through December 2016.  In the
year ended June 30, 2009 options were granted to purchase 266,410 shares which
vest upon certain contingent performance criteria, of which 93,248 vested and
39,963 forfeited during the period.




-10-





During
the three month period ended September 30, 2009 options to purchase 300,000
shares were granted to directors exercisable at $1.39 per share based on various
service based vesting terms from June 2010 through August 2015 and exercisable
at various dates through August 2017. Options to purchase an additional 407,549
shares are available to be issued under the 2007 plan.




In
aggregate for all plans, at September 30, 2009, the Company has a total of
1,724,354 options outstanding and 498,749 options available for future grant
under the SOP, 2005 and the 2007 Plans.





The
following table summarizes information relating to the stock options outstanding
at September 30, 2009:





Outstanding
                          
                          
                          ExercisableWeighted-Average
                          
                          
                          Weighted-
                          
                          
                          
                          
                          
                          Weighted-Number
      of
                          
                          
                          Remaining
                          
                          
                          Average
                          
                          
                          
                          
                          
                          AverageOptions
                          
                          
                          Contractual
      Life
                          
                          
                          Exercise
                          
                          
                          Number
      of
                          
                          
                          ExerciseRange
      of Exercise Prices
                          
                          Outstanding
                          
                          
                          (in
      years)
                          
                          
                          Price
                          
                          
                          Options
                          
                          
                          Price$1.35
      to $1.69
                          
                          
                          711,447
                          
                          
                          
                          6.1
                          
                          
                          $
                          1.46
                          
                          
                          
                          93,248
                          
                          
                          $
                          1.35$3.59
      to $3.82
                          
                          
                          925,000
                          
                          
                          
                          3.8
                          
                          
                          $
                          3.65
                          
                          
                          
                          871,666
                          
                          
                          $
                          3.66$3.83
      and higher
                          
                          
                          87,907
                          
                          
                          
                          0.5
                          
                          
                          $
                          6.97
                          
                          
                          
                          87,907
                          
                          
                          $
                          6.97Balance
      at September 30, 2009
                          
                          
                          1,724,354
                          
                          
                          
                          4.6
                          
                          
                          $
                          2.91
                          
                          
                          
                          1,052,821
                          
                          
                          $
                          3.73




In
addition, under the “2007 Plan” and in conjunction with a salary reduction plan
implemented during 2009, 101,014 restricted shares were granted as payment of
compensation, of which vesting is 75% service based and 25% performance
based.  During the three months ended September 30, 2009, $18,294 was
recognized as expense, with a balance of up to $24,392 to be recognized as
additional expense during the year ended June 30, 2010.





NOTE
10 - NON RELATED PARTY WARRANTS





At
September 30, 2009 there are warrants to purchase 358,333 shares issued and
outstanding to various purchasers of Company shares in connection with certain
capital raising activities in August 2009, exercisable at $1.33 per share and
which expire in August 2015.





At
September 30, 2009 there are warrants to purchase 120,023 shares issued and
outstanding to Empire Financial Group, Ltd. in connection with certain capital
raising activities in 2006, exercisable at $3.23 per share and which expire on
September 30, 2011.





At
September 30, 2009 there are warrants to purchase 50,000 shares issued and
outstanding to Empire Financial Group, Ltd. as part of the underwriting
compensation in connection with our United States public offering which are
exercisable at $7.20 per share and which expire on June 20, 2012.





At
September 30, 2009 there are warrants to purchase 195,800 shares issued and
outstanding to Strategic Growth International in connection with capital raising
activities in 2006 and 2007, with expiration dates between March 2011 and June
2012 and exercise prices of between $3.75 and $7.20.





The table
below summarizes non-related party warrant balances:





Stock
      Warrants
                        
                        
                        
                        
                        Weighted-AverageNon-related
      party activity
                        
                        Number
      of Warrants
                        
                        
                        Exercise
      Price Per ShareBalance
      at June 30, 2008
                        
                        
                        365,823
                        
                        
                        $
                        4.41Warrants
      granted
                        
                        
                        -
                        
                        
                        
                        -Warrants
      expired
                        
                        
                        -
                        
                        
                        
                        -Warrants
      exercised
                        
                        
                        -
                        
                        
                        
                        -Balance
      at June 30, 2009
                        
                        
                        365,823
                        
                        
                        $
                        4.41Warrants
      granted
                        
                        
                        358,333
                        
                        
                        
                        1.33Warrants
      expired
                        
                        
                        -
                        
                        
                        
                        -Warrants
      exercised
                        
                        
                        -
                        
                        
                        
                        -Balance
      at September 30, 2009
                        
                        
                        724,156
                        
                        
                        $
                        2.88




-11-





NOTE
11 – COMMITMENTS





In July
2007 the Company commenced engineering and product development activities
pursuant to a collaborative project entitled the Advanced Electricity Storage
Technologies (“AEST”) project, with the Commonwealth of Australia, through July
2010.  The terms of the project provide for the receipt of funding by
the Company for future development costs which include the production and
delivery of one 500kWh energy storage system.




The AEST
project has total budgeted expenditure for operating and capital items of
approximately $4.7 million (A$5.9 million) exclusive of any Australian taxes.
The Company’s contribution of approximately $2.3 million (A$2.8 million) is the
value of any cash and in-kind contributions provided to the project by the
Company in undertaking the project activities. The Australian Government is
providing the project funding of approximately $2.5 million (A$3.1 million) to
be paid in accordance with the completion of contracted project milestones and
subject to the Company’s compliance with project reporting requirements and
demonstrating that the funds already provided to it have been fully spent or
will be fully spent in the near future.  There is a balance of
approximately $0.7 million in contributions due by the Company to the project in
cash and in-kind contributions as of September 30, 2009.





The
Company leases its Australian research and development facility from a
non-related Australian company.  The current rental is $60,572 per
annum (A$71,572) and is subject to an annual CPI adjustment.





Rent
expense was $15,188 and $15,333 for the three months ended September 30, 2009
and 2008.





The
future payments required under the terms of the lease are as
follows:





For the twelve months ended September
      30,2010
                  
                  $
                  60,7522011
                  
                  $
                  60,7522012
                  
                  $
                  15,188TOTAL:
                  
                  $
                  136,692





The
Company has entered into employment contracts with executives and management
personnel. The contracts provide for salaries, bonuses and stock option grants,
along with other employee benefits. The employment contracts generally have no
set term and can be terminated by either party. There is a provision for
payments of three months to eighteen months of annual salary as severance if we
terminate a contract without cause, along with the acceleration of certain
unvested stock option grants.





NOTE
12 - RETIREMENT PLANS




All
Australian based employees are entitled to varying degrees of benefits on
retirement, disability, or death.  Retirement plan contributions,
mandated at 9% of the employee’s gross compensation, are paid by the Company on
behalf of all Australian based employees.




For U.S.
employees, the Company has a 401(k) plan.  The Company contributes a
maximum of a 4% in matching funds, based on the level of contributions made by
the active participants, all of which are 100% vested immediately.




Expenses
under these plans were $22,695 and $22,047 for the three months ended
September 30, 2009 and 2008.




NOTE 13 —
STOCK-BASED COMPENSATION





The
Company issues stock options and other stock-based awards to executive
management, key employees, and directors under its stock-based compensation
plans (see Note 9).





For the
three months ended September 30, 2009 and 2008, the Company’s results of
operations reflect compensation expense for new stock options granted and vested
under its stock incentive plans. The amount recognized in the financial
statements related to stock-based compensation was $54,894 and $54,471, based on
the grant date fair value of all options vested during the three months ended
September 30, 2009 and 2008 respectively.





During
the three months ended September 30, 2009 options to purchase 300,000 shares
were granted to directors exercisable at $1.39 per share based on various
service based vesting terms from June 2010 through August 2015 and exercisable
at various dates through August 2017.





-12-





The fair
value of each option granted is estimated on the date of grant using the
Black-Scholes option-pricing method. The Company uses historical data to
estimate the expected price volatility, the expected option life and the
expected forfeiture rate. The Company has not made any dividend payments nor
does it have plans to pay dividends in the foreseeable future. The following
assumptions were used to estimate the fair value of options granted during the
three months ended September 30, 2009 using the Black-Scholes option-pricing
model:




Expected
      life of option (years)
                  
                  
                  2.5Risk-free
      interest rate
                  
                  
                  1.2
                  %Assumed
      volatility
                  
                  
                  70
                  %Expected
      dividend rate
                  
                  
                  0
                  %Expected
      forfeiture rate
                  
                  
                  0
                  %




The
weighted-average fair value of the 300,000 options granted during the three
months ended September 30, 2009 was approximately $.50 per option using the
Black Scholes option-pricing method as of the date of the grant.





Time-vested
and performance-based stock awards, including stock options and restricted
stock, are accounted for at fair value at date of grant.  Compensation
expense is recognized over the requisite service and performance
periods.  As of September 30, 2009, the total remaining unrecognized
compensation cost related to unvested stock options amounted to $195,980, net of
estimated forfeitures, and $24,392 in unrecognized cost related to unvested
restricted stock awards.





As of
September 30, 2009, there remains a  total of $233,628 in unrecognized
compensation cost related to unvested stock options which through 2012 vest
pending certain service based ($195,980 unvested) and performance based ($37,648
unvested) criteria.





In
addition, future costs of $24,392 could be recognized during balance of the year
ended June 30, 2010 related to the restricted shares issued during the 2009
fiscal year.





NOTE 14 —
SUBSEQUENT EVENTS





Subsequent
events have been evaluated through November 12, 2009, the date these financial
statements were issued.





Subsequent
to September, 30, 2009 the Company discovered a potential contingency related to
certain compensation payments.   On October 31, 2009, the
Company entered into a Resignation and Indemnification Agreement (the
“Indemnification Agreement”) with Robert J. Parry, its outgoing CEO.
 Based on the terms of the Indemnification Agreement and the assessment of
this matter as it relates to all compensation payments, the Company does not
expect the liability, if any, resulting from this matter to have a material
effect on its consolidated balance sheet, statements of operations or cash
flows.





The
Indemnification Agreement, in announcing Mr. Parry’s retirement as a director
and officer of the Company as of October 31, 2009, also triggered the severance
clause of Mr. Parry’s employment agreement. As of January 2010, the Company will
incur the recognition of severance expense for up to eighteen months of Mr.
Parry’s normal compensation plus the Company’s share of taxes, compliance and
related costs, including the net effects on stock compensation costs on unvested
restricted shares and options.





-13-




ZBB
ENERGY CORPORATION




Item
2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS




Introduction




The
following information should be read in conjunction with the financial
statements and notes thereto in Part I, Item 1 of
this Quarterly Report and with Management’s Discussion and Analysis of Financial
Condition and Results of


Operations
contained in our Annual Report on Form 10-K for the fiscal year ended June 30,
2009.




Forward-Looking
and Cautionary Statements




Information
provided by us or statements made by our employees may, from time to time,
contain “forward-looking” information that involves risks and uncertainties. In
particular, statements contained in this Quarterly Report that are not
historical facts constitute forward-looking statements and are made under the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve substantial risks and uncertainties. You can
identify these statements by forward-looking words such as “may”, “expect”,
“anticipate”, “believe”, “estimate”, “continue”, and similar words. You should
read and use our forward-looking statements carefully because they: (1) discuss
our future expectations; (2) contain projections of our future operating results
or financial condition; or (3) state other “forward-looking” information.
Various factors described below, as well as any other instances of cautionary
language in this Quarterly Report, refer to or provide examples of risks,
uncertainties and events that may cause our actual results to be materially
different than the expectations described in our forward-looking statements. You
should be aware that the occurrence of any of the events or factors described
below and elsewhere in this Quarterly Report could materially and adversely
affect our business. All forward-looking statements included in this Quarterly
Report are based on information available to us on the date hereof, and we
assume no obligation to update any such forward-looking statements.





In
addition to the risks and uncertainties faced generally by participants in the
renewable energy industry, we face the following risks and
uncertainties:





·
            We have incurred losses and
      anticipate incurring continuing losses for the immediate
      future.


·
            Undetected and unanticipated
      defects in our energy storage systems could increase our costs and harm
      our reputation.


·
            We will be required to
      regularly devote capital to updating, refining and expanding our energy
      storage systems technology and there is no assurance that we will have the
      resources to make improvements to remain competitive with new
      technologies.


·
            The inability to maintain
      adequate levels of liquidity may have an adverse affect on the working
      capital of the Company.


·
            Shortages or delay of supplies
      of component parts may adversely affect our operating results until
      alternate sources can be
developed.


·
            If our common stock is
      de-listed from the NYSE Amex, (formerly the American Stock Exchange) the
      common stock will become less
liquid.


·
            The market for our products is
      currently evolving and may take longer to develop than we
      anticipate.


·
            Our products must compete
      against both existing and newly developed
    technologies.


·
            We face competition from
      larger, more well-established companies and
      technologies.


·
            We face risks associated with
      our plans to market, distribute and service our products
      internationally.


·
            Sales of our common stock by a
      major stockholder may have an adverse effect on the market price of our
      common stock.





-14-




Overview




Company
Background




ZBB
Energy Corporation was formed in 1998 in Wisconsin as a holding company for ZBB
Technologies, Limited and ZBB Technologies, Inc. ZBB Technologies, Limited, our
Australian subsidiary, was formed in 1982 to develop commercial applications for
the zinc-bromide research being conducted by Murdoch University in Western
Australia. ZBB Technologies, Inc., our U.S. operating subsidiary, was
established in 1994 in Wisconsin to acquire the zinc-bromide technology assets
of Johnson Controls, Inc. which was engaged in research to manufacture energy
storage systems based upon the zinc-bromide technology.





We
design, develop, manufacture and distribute energy storage systems under the
product names, ZESS 50 and ZESS 500. We also develop and distribute proprietary
system integration power electronics trademarked under the name ZESS POWR PECC
(power and energy control center).  Our ZESS energy storage devices
are built using a proprietary process based upon our zinc-bromide rechargeable
electrical energy storage technology. The modular nature of our zinc-bromide
storage device and the ZESS POWR PECC allow systems to be sized to fit any
application. Our systems combine these storage devices with ZESS POWR or other
power electronics, computer hardware and software that interface with a
customer’s power source(s) and distribution system to store electricity during
off peak or low demand times and deliver the stored power as
desired





Since our
inception, until fiscal 2005, when we completed the Australian public offering
and began our first major production contract, we were primarily a research and
development company with little or no revenues and had developed a number of
prototype energy storage systems for field trialing and evaluation by certain
power utilities and other commercial operators. Principal among these were large
scale systems deployed with Detroit Edison in Michigan, USA and with United
Energy in Melbourne, Australia.  We have historically funded our
operations primarily through debt and equity financings, government grants and
joint ventures.





The
Company completed a public offering on the Australian Stock Exchange (the “ASX”)
in March of 2005. Our securities traded on the ASX from March 2005 to
August 9, 2007 when they were delisted in connection with our United States
public offering.





On
June 18, 2007, in connection with our initial United States public offering
of 3,333,333 shares of our common stock at an initial offering price of
$6.00 per share, our shares began trading on the NYSE:AMEX (formerly the
American Stock Exchange) under the symbol “ZBB”.





In 2008
we completed production under a multi-year contract with the California Energy
Commission (“CEC”) to produce the first two ZESS 500 kWh commercial energy
storage systems for utility use.  We also developed, produced, and
shipped the first ZESS 50, a smaller capacity modular version of the ZESS 500
energy storage system.





Our
production capacity has substantially increased through the delivery of new
production equipment received in the last fiscal year.  This new
equipment, along with manufacturing ramp-up and automation plans are underway
that would enable a significant increase in production capability within several
months.  Since our IPO we have continued implementation of our
business plan including the repayment of certain indebtedness, initiating
manufacturing commercialization and capacity increases, ISO certification and UL
listings, and commenced initial commercial marketing of our products into target
markets.





The
Company is actively involved in submitting proposals to the Federal Government
in response to Funding Opportunity announcements issued as a result of the
American Recovery and Reinvestment Act. These proposals cover opportunities for
plant expansion, Smart Grid initiative, Renewable Energy Initiatives as well as
research and development opportunities for applications where the Company’s
technology could bring a transformational change to market applications that we
currently do not address.





Wisconsin
based initiatives include an agreement signed during the fiscal 2009 with the
Wisconsin Energy Independence Fund to secure $230,000 in support grant funding
for the development of our own proprietary power conversion systems for both AC
to DC and DC to DC renewable energy applications. We have contracted with a
Wisconsin based partner to build and package the power electronics components
for two ZESS 50 units that are required to be built under this
grant.




Our
earlier projects are all continuing. Most notable is our initiatives in
California with the California Energy Commission and the two ZESS 500 systems
owned by that group. We have continued to keep these systems maintained,
upgraded in terms of control software and operational for continued evaluation.
Currently the CEC are identifying new site locations for both systems and we
anticipate this relocation to occur during the coming months. We are also
continuing our initiatives to establish an integrated solar and storage village
power system for off-grid applications in Africa and other strategic locations.
This should be enhanced during the coming year by our first African installation
managed through our relationship with Likusasa and their capabilities to handle
installation, maintenance and monitoring throughout regional Africa. Our
demonstration unit installed at Future House USA in Beijing continues to give us
a promotional presence in China.  Units are currently in the process
of being manufactured, shipped and/or installed in South Africa, Ireland,
Alabama, California, Oregon, and Pennsylvania.





-15-




On April
30, 2009 we filed an S-3 Registration Statement with the SEC, which was declared
effective by the SEC on May 13, 2009.  We took this action as a
proactive measure in anticipation of our possible future needs for additional
working capital and further capital expenditures.  On August 18, 2009,
the Company completed the closing of a public offering of common stock and
warrants.  ZBB sold 1,791,667 units at $1.20 per unit, consisting of
an aggregate of 1,791,667 shares of its common stock and warrants to purchase
358,333 shares of its common stock at an exercise price of $1.33 per
share.  The proceeds to ZBB after deducting placement agent fees and
offering expenses were approximately $1.9 million.




Results
of Operations





Three
months ended September 30, 2009 and 2008:





Revenue
and Other income:





Our
revenues for the three months ended September 30, 2009 and 2008 were $227,670
and $291,697, respectively, a decrease of $64,027.  This was result of a
decrease in revenues of $146,510 from the Australian AEST project as
recognized based on the percentage-of-completion method of accounting for
long-term contracts,, offset by an $82,483 increase in revenues resulting from
product sales and revenues as compared to the three month period ending
September 30, 2008.  Revenues include estimates based on the
percentage-of-completion method of accounting for long-term contracts and units
completed and shipped during the period.





Other
income for the three months ended September 30, 2009 represents interest income
of $26,496 compared to $53,952 in the three months ended September 30, 2008, a
$27,456 decrease.    Interest income is expected to continue
to decrease in future periods as proceeds from the public offering are utilized
for capital expenditures and operational purposes and from lower interest rates
on the funds invested.





Cost and Expensesand Other
Expense:





Total costs
and expenses for the three months ended September 30, 2009 and 2008 were
$1,693,295 and $1,597,127, respectively. The increase of $96,168 in the three
months ended September 30, 2009 was primarily due to increased cost of
product sales of $76,549 increases in selling, general, and administrative costs
of $88,286, and $49,316 in depreciation expense, and offset by an $117,983
decrease in advanced engineering and development costs  primarily due
to reduced activity with the long-term Australian (AEST)
contract.





Other
expenses for the three months ended September 30, 2009 and 2008 were $31,607 and
$42,531, respectively. The decrease of $10,924 in other expenses for three month
period ending September 30, 2009 was primarily due to a decrease in other
expense of $15,555 offset by a $4,631 increase in interest expenses as compared
to the period ended September 30, 2008.





Cost ofproduct
sales.   Our cost of contracts for three months ended
September 30, 2009 and 2008 were $76,549 and $-0-, respectively. The
increase in expense in the three month period ended September 30, 2009 was
due to the production and shipment of product in the current period recognized
under the completed contract method of accounting.  There was no cost
of products recognized in the three month period ended September 30, 2008. The
cost of product sales remains relatively high in relation to sales due to the
limited levels of commercial activity, resulting in less than optimal economies
of scale and limited ability to obtain favorable terms from
vendors.





Selling, General and
Administrative.  Our selling, general and administrative
expense for the three months ended September 30, 2009 and 2008 was $873,367
and $785,081, respectively.  The expense during the current three
month period reflected an increase of $88,286 compared to the three month
period ending September 30, 2008.   This was primarily result of
an addition to the sales and marketing department, and increases in accrued and
deferred equity compensation, partially offset by salary and investor relations
cost reductions.





Advanced engineering and
development.Our engineering and development costs for the three months
ended September 30, 2009 and 2008 were $619,162 and $737,145,
respectively.  The decrease during the three month period ending
September 30, 2009 of $117,983 from the comparable 2008 period was primary due
to the decrease in engineering, consulting and materials costs incurred under
the multi-year AEST project.





The
materials and labor component of the AEST contract, which requires delivery of a
500kWh storage system, has not been separately charged or disclosed under cost
of product sales but is included in advanced engineering and development costs.
This project will continue to affect expenditures through June 2010 to the
extent the costs are required or allowable under the AEST
contract.




-16-


Net
Loss.  Our net loss for the three months ended September 30,
2009 and 2008 was $1,470,736 and $1,294,009, respectively, a $176,727
increase in net loss as compared to the three months ended September 30,
2008.





Liquidity
and Capital Resources





Since our
inception, our research, advanced engineering and development, and operations
were primarily financed through debt and equity financings, government grants
and joint ventures.  Total paid in capital as of September 30,
2009 was $47,585,432.   We had a cumulative deficit of
$38,744,103 as of September 30, 2009 compared to a cumulative deficit
of $37,273,367 as of June 30, 2009.  At September 30,
2009 we had a working capital surplus of $4,338,598 compared to a June
30, 2009 working capital surplus of $3,798,976, the increase due to the net
proceeds of approximately $1.9 million for the August 2009 equity
offering.  Our shareholders’ equity as of September 30,
2009 and June 30, 2009 was $7,241,818 and $6,780,319,
respectively.





We
believe that we will have sufficient capital necessary to meet our immediate
future operating and capital commitments.  This is based on our
conservative business plan that includes current sales contracts which generate
positive cash flows, and a rate of expenditure that supports our current
operations, including product development and production readiness without
additional funding from project financing or equity transactions. However, we
believe additional capital is necessary to continue our mid-to-long term growth
plans.  Under current economic conditions and absent a substantial
increase in new orders, the board of directors has requested that management
implement increased cost containment measures.  Actions taken by the
board of directors and management in the previous fiscal year and continuing
into the current quarter include: 1.) increase in cost saving measures to
preserve cash resources; 2.) actively pursue fund raising arrangements,
including engaging investment bankers to assist with equity based financing; 3.)
focusing our efforts on fund raising and federal stimulus package opportunities;
and 4.)  pursue an additional public offering to utilize remaining
availability following the August 2009 public equity offering raising, under the
“shelf” S-3 Registration Statement, which issued 1,791,667 shares for
approximately $1.9 million in net proceeds.




In
conjunction with our strategic partners we are actively involved in submitting
proposals to the Federal Government in response to Funding Opportunity
announcements issued as a result of the American Recovery and Reinvestment Act.
These proposals cover opportunities for plant expansion, Smart Grid initiative,
renewable energy initiatives as well as research and development opportunities
for applications where the Company’s technology could bring a transformational
change to market applications that we currently do not address.




On April
30, 2009 we filed an S-3 Registration Statement with the SEC, which was declared
effective by the SEC on May 13, 2009.  We took this action as a
proactive measure in anticipation of our possible future needs for additional
working capital and further capital expenditures.  On August 18, 2009,
the Company completed the closing of a public offering of common stock and
warrants.  ZBB sold 1,791,667 units at $1.20 per unit, consisting of
an aggregate of 1,791,667 shares of its common stock and warrants to purchase
358,333 shares of its common stock at an exercise price of $1.33 per
share.  The proceeds to ZBB after deducting placement agent fees and
offering expenses were approximately $1.9 million.





The
October 31, 2009 announcement of Mr. Parry’s retirement as a director and
officer of the Company will trigger in January 2010 a severance clause of Mr.
Parry’s employment agreement.  Under the agreement, his compensation
will continue to be paid at monthly by the Company for up to eighteen
months.  These payments could be accelerated under the Indemnification
Agreement to pay for any U.S. based tax liabilities that are incurred by the
Company.  There were also significant levels of legal and compliance
costs incurred during the second quarter related to the retirement of Mr.
Parry.





Operating
Activities





For the
three months ended September 30, 2009, net cash used in operations was
$963,541. Cash used in operations resulted from a net loss of $1,470,736,
reduced by $165,179 in non-cash adjustments and $342,016 in net changes to
working capital. These working capital changes increased the cash used in
operations from decreases in deferred revenues of $144,455 and accounts
payable of $66,462; and increases to inventory of $172,628.  Cash used
in operations was reduced by decreases in accounts receivable of $561,066, in
other receivables of $19,746, and prepaid and other current assets of $57,211;
and increases in accrued compensation of $68,588 and accrued expenses of
$18,950.  Non-cash adjustments to operations included $54,894 of stock
based compensation expense, $124,217 of depreciation expense, less a $13,932
change in inventory allowance.





For the
three months ended September 30, 2008, net cash used in operations was
$1,180,192. Cash used in operations resulted primarily from a net loss of
$1,294,009.  Changes in working capital impacted cash used in
operations with a net $287,408 in additional cash used in operations from
decreases in accrued expenses of $35,667; deferred revenues of $244,862;
increase to inventory of $131,125;  increase in accounts receivable of
$2,223; and prepaid and other current assets of $27,275.  This was
offset by increases in accounts payable of $146,869 and a reduction in interest
receivable of $6,875.Other non-cash adjustments to cash included long-term
assets of $210,855 expensed to costs of engineering and development, $50,000 of
non-cash consulting fees, $54,471 of stock options compensation
expense,  a $11,000 change in inventory allowance, and $74,901 of
depreciation expense.


-17-




Investing
Activities





For the three months ended September
30, 2009, net cash provided by investing activities was $1,000,000, as result of
a decrease in bank certificates of deposits with maturities greater than three
months.





For the
three months ended September 30, 2008, net cash used in investing activities was
$407,207.  All of the net cash used in investing activities related to
purchases of property and equipment.





Financing
Activities





For
the three months ended September 30, 2009, net cash provided by financing
activities was $1,917,107 resulting from $2,042,500 in proceeds
from  public offering, net of underwriting fees and $156,000 in
additional financing on manufacturing equipment, less $167,224 in additional
public offering costs and  repayments of $114,168 of principal on notes
payable.





For the
three months ended September 30, 2008, net cash used in financing activities was
$42,447 consisting of repayments of principal on notes
payable.





Known
Trends, Market Opportunities and Challenges





We
believe that there are specific existing and rapidly emerging market
opportunities for the Company’s energy storage   and hybrid power
electronic products.





We
continue to advance the sales and marketing process in the areas of sales
network structure, direct key accounts, strategic relationships, marketing and
industry/policy involvement.





We
continue to build a direct market pipeline of opportunities which include
several electric utilities; companies involved in renewable energy; large
renewable energy integrators involved in on-grid and off-grid applications,
government facilities and other commercial and industrial opportunities
such.





We have
advanced the ZBB presence and awareness in the market through involvement in
various market conferences (energy storage, wind, and solar, electric utility),
direct marketing, marketing materials and web content, as well as continued
efforts in media channels and highly visible applications.  For
example, the deployment of an off grid system consisting of ZESS 50 energy
storage and ZESS POWR PECC hybrid for cell tower application in Africa via ZBB
partner Likusasa, and the deployment of the first large scale wind/storage
facility on a college campus at the Dundalk Institute of Technology in the
Republic of Ireland as well as the deployment of the ZBB Hybrid ZESS POWR PECC
and ZESS 50 energy storage to Oregon State University for the advanced study of
energy storage with Wind power and the scheduled deployment of ZBB Hybrid ZESS
POWR PECC and  ZESS 50 for an off-grid application that optimizes the
use of Solar PV, Wind, Hydro, and conventional Diesel Generator as a single
power plant.  ZBB is in the process of furthering these marketing and
networking efforts with additional marketing activities that will continue to
raise the profile of ZBB and the ZESS brands.





We
believe that in North America the electric utilities markets’ increasing energy
demands on an increasingly fragile transmission and distribution network is
forcing both utilities and commercial and industrial customers to adopt
distributed storage and delivery systems to increase the reliability and the
capacity of the electrical grid. We have designed our products to meet these
needs in that they can be combined for use in larger storage applications and/or
integrated with renewable energy sources through the use of the ZBB hybrid power
electronics. Federal and State Government initiatives to lessen the United
States greenhouse gas emissions and dependency on oil and increasing concerns
surrounding CO2emissions
are also driving this market sector. We believe that solar and wind energy has
grown over the past five years and will continue to grow for so long as fossil
fuel prices are increasing. Because both solar and wind are intermittent primary
energy sources, both grid connected and off-grid installations require energy
storage devices to optimize their capabilitiesand in many cases the
energy storage devices are a necessity for the utilization of renewable
energy.





-18-




We
continue to work in the California energy and utility markets through the
California Energy Commission and pursue opportunities with multiple large
California Utilities, including Pacific Gas & Electric as well
as  the U.S. Department of Energy among others, to install products
into the local transmission and distribution network. In November 2008 the State
of California amended certain renewable energy rebate programs to include energy
storage systems, such as those manufactured and sold by us, when our systems are
incorporated as part of either new or existing renewable energy installation as
is the case in several of the “smart grid” applications.





We are
currently addressing opportunities and engaged in fulfilling orders targeted to
renewable energy markets in the United States, Europe, Australia, and Africa
with the intention of introducing products and services into these
markets.  The United States and governments throughout the world are
implementing renewable energy mandates, tax credits, investments, and other
incentives related to renewable energy and energy efficiency including the
energy storage sector.  As of this report, the current Senate version
of The American Recovery and Reinvestment Act of 2009 includes provisions for
over $14 billion in amounts to be available for “Energy Efficiency and Renewable
Energy” until September 30, 2010, with $2 billion targeted towards grants for
the manufacturing of advanced batteries and componentsas well as hundreds of
millions of dollars committed to the demonstration of energy storage in smart
grid applications.





In
conjunction with our strategic partners we are actively involved in submitting
proposals to the Federal Government in response to Funding Opportunity
announcements issued as a result of the American Recovery and Reinvestment Act.
These proposals cover opportunities for plant expansion, Smart Grid initiative,
Renewable Energy Initiatives as well as research and development opportunities
for applications where the Company’s technology could bring a transformational
change to market applications that we currently do not address.





We have
substantially increased production capacity through the delivery of new
production equipment received in the last fiscal year.  Our
manufacturing ramp-up and automation plans are underway that will enable a
significant increase in production capability within several
months.





Our
current contracts include a collaborative project (Advanced Electricity Storage
Technologies project) with the Commonwealth of Australia which commenced July
2007 and running through July 2010, which includes the payment to the Company of
$2.7 million for future development costs and which includes the production and
delivery of one 500kWh energy storage system for installation into a renewable
energy site in Australia. In December 2008 we received an order for a Zess 500
system to be installed in conjunction with existing wind energy assets at the
Dundalk Institute of Technology in the Republic of Ireland.





A
$230,000 funded project with the Wisconsin Energy Independence Fund for the
development of our own proprietary power conversion systems for both AC to DC
and DC to DC renewable energy applications is nearing completion in December
2009. We have contracted with a Wisconsin based partner to build and package the
power electronics components for two units for evaluation with two ZESS 50
systems manufactured under this grant.





We have
received and executed the order for Oregon State University for a system
consisting of ZBB ZESS 50 energy storage and it’s proprietary Hybrid Power
Electronics (ZESS POWR PECC) for the advanced study of wind power and energy
storage integration.





We have
received and near completion of executing an order for Envinity, a renewable
system integrator, for the delivery of two ZESS 50 energy storage devices
and  ZESS POWR PECC designed to integrate two solar PV arrays, ten
wind turbines, a hydro generator, a conventional generator to provide a single
output power plant for an off grid application.





We have
received an order for ZESS 50 Energy storage device and ZESS POWR PECC from SEI
for the integration of solar PV with energy storage for an on grid dispatchable
power plant.





In
addition to the other risk factors stated above, and other information relating
to our business as referenced in our “Company Background” section, we believe
that some of the biggest challenges we face will be gaining market acceptance
for our newer products and reaching the renewable energy, utility and other
markets that we target. In order to be successful we must also develop a
reputation of reliability and quality service.





-19-




Our
systems compete with both traditional energy storage technologies, such as lead
acid batteries, as well as emerging energy storage technologies, such as
vanadium redox and sodium sulfur batteries. For our target markets, we believe
our product has a significant advantage over competing products and technologies
in terms of:





•           Superior
technical attributes in terms of the amount of energy that can be stored in a
system of a given weight and size or “energy density” (sometimes measured in
Watt Hours per Kilogram or Wh/kg), recharge cycle and overall cycle
life;





•           Modular
construction allowing portable applications of varying size, as compared to the
large scale, fixed site emerging alternatives.





•           Modular
system configuration for permanently fixed installation with minimal
installation requirements.





•           Complete
integrated system offering of products for overall system optimization in
performance and site integration when combining the modularity of the ZESS
energy storage products (ZESS 50 and ZESS 500) and the modularity aspect of the
ZESS POWR PECC to allow  complete integration of ZESS and other energy
storage as well as renewable and traditional energy generators.





We
believe additional capital is necessary to continue our mid-to-long term growth
plans.  Under current economic conditions and absent a substantial
increase in new orders, the board of directors has requested that management
implement increased cost containment measures.  Actions taken by the
board of directors and management in the previous fiscal year and continuing
into the current quarter include: 1.) increase in cost saving measures to
preserve cash resources; 2.) actively pursue fund raising arrangements,
including engaging investment bankers to assist with equity based financing; 3.)
focusing our efforts on fund raising and federal stimulus package opportunities;
and 4.)  pursue an additional public offering to utilize remaining
availability following the August 2009 public equity offering, under the “shelf”
S-3 Registration Statement, which issued 1,791,667 shares of common stock and
warrants to purchase 358,333 shares of common stock for approximately $1.9
million in net proceeds.




Off-Balance
Sheet Arrangements




We
have no off-balance sheet arrangements.




Item
3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Not
applicable for smaller reporting companies.




Item
4.     CONTROLS AND PROCEDURES




As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of management, including our chief
executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Based upon that evaluation, our chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures are effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, except with respect to the
identification, review and disclosure of related party
transactions.  In response to the findings of the recent internal
investigation conducted by the audit committee subsequent to the end of the
period covered by this report, we are instituting changes to our system of
internal controls, including our disclosure controls and procedures, to assist
in the identification, review and disclosure of related party
transactions.




It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.




Except as
noted above, there have been no other changes in our internal controls over
financial reporting or in other factors which could significantly affect
internal controls over financial reporting subsequent to the date we carried out
our evaluation..




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PART II




Item
      1.
            Legal
      Proceedings




We
are not a party to, and none of our property is the subject of, any pending
legal proceedings other than routine litigation that is incidental to our
business.  To our knowledge, no governmental authority is contemplating
initiating any such proceedings.




Item
      1A.
            Risk
      Factors




Not applicable for smaller
reporting companies.




Item
      2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds




As
a result of consummation of our initial United States public offering 3,333,333
shares of our common stock, par value $0.01 was effected through a Registration
Statement on Form SB-2 (Reg. No. 333-138243) which was declared effective by the
SEC on June 20, 2007 resulting in receipt of $18,410,000 (net of underwriter’s
costs) proceeds on June 20, 2007.





From
the proceeds of our June 2007 United States initial public offering, we incurred
approximately $1.2 million in additional offering expenses and retired an
aggregate of $4.5 million in indebtedness.  Approximately $13 million
of the net proceeds has been used for working capital and investments in
manufacturing assets, including expanding our selling and marketing efforts and
compliance costs, additional manufacturing capacity, and improvements to the
product and manufacturing operations.  The remaining net proceeds have
all been applied to temporary investments in bank certificates of deposits and
money market funds.





Item
      3.
            Defaults
      Upon Senior Securities




This
Item is not applicable.




Item
      4.
            Submission
      of Matters to a Vote of Security
Holders




This
Item is not applicable.




Item
      5.
            Other
      Information




This Item
is not applicable.




Item 6.    
Exhibits  -Filed herewith:




Exhibit   4.1   Form
of Common Stock Purchase Warrant incorporated by reference to the Company’s
Current Report on Form 8-K dated August 13, 2009.





Exhibit
10.1   Resignation and Indemnification Agreement by and between
the Company and Robert J. Parry dated as of October 31, 2009, incorporated by
reference to the Company’s Current Report on Form 8-K dated October 31, 2009.





Exhibit
10.2   Independent Contractor Agreement by and between the
Company and Paul F. Koeppe dated as of November 2, 2009, incorporated by
reference to the Company’s Current Report on Form 8-K dated October 31, 2009.





Exhibit
31.1   Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.





Exhibit
31.2   Certification of Principal Financial and Accounting
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





Exhibit
32.1   Certification of Principal Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.





Exhibit
32.2   Certification of Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.





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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 thereunto
duly authorized.




ZBB
      ENERGY CORPORATIONNovember
      12, 2009
                    By:
                    /s/
      Paul F. KoeppeName:
                    Paul
      F. KoeppeTitle:
                    Chief
      Executive Officer(Principal
      Executive Officer)November
      12, 2009
                    By:
                    /s/
      Scott W. ScampiniName:
                    Scott
      W. ScampiniTitle:
                    Executive
      Vice President and Chief Financial Officer(Principal
      financial officer andPrincipal
      accounting
officer)




-22-