Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ZBB ENERGY CORPORATION

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

98876R204

(CUSIP Number)

September 2, 2010

(Date of Event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

q Rule 13d-1(b)

þ Rule 13d-1(c)

q Rule 13d-1(d)

--------------------------

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAME OF REPORTING PERSON

Socius CG II, Ltd.

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) q

(b) q

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

1,653,824 (See Item 4)

6.	SHARED VOTING POWER

7.	SOLE DISPOSITIVE POWER

1,653,824 (See Item 4)

8.	SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,653,824 (See Item 4)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

9.9%

12.	TYPE OF REPORTING PERSON

1.	NAME OF REPORTING PERSON

Socius Capital Group, LLC

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

27-1051956

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) q

(b) q

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

1,653,824 (See Item 4)

6.	SHARED VOTING POWER

7.	SOLE DISPOSITIVE POWER

1,653,824 (See Item 4)

8.	SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,653,824 (See Item 4)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

9.9%

12.	TYPE OF REPORTING PERSON

1.	NAME OF REPORTING PERSON

Terren S. Peizer

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) q

(b) q

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

1,653,824 (See Item 4)

6.	SHARED VOTING POWER

7.	SOLE DISPOSITIVE POWER

1,653,824 (See Item 4)

8.	SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,653,824 (See Item 4)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

9.9%

12.	TYPE OF REPORTING PERSON

1.	NAME OF REPORTING PERSON

Patricia Peizer

IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) q

(b) q

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

1,653,824 (See Item 4)

6.	SHARED VOTING POWER

7.	SOLE DISPOSITIVE POWER

1,653,824 (See Item 4)

8.	SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,653,824 (See Item 4)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

9.9%

12.	TYPE OF REPORTING PERSON

ITEM 1 (a)

Name of Issuer:

ZBB Energy Corporation

(b) Address of Issuer’s Principal Executive Offices:

N93 W14475 Whittaker Way

Menomonee Falls, Wisconsin 53051

ITEM 2 (a)

Name of Person Filing:

This statement is filed by Socius CG II, Ltd. with respect to shares of common stock, $0.01 par value per share, of the issuer beneficially owned by Socius CG II, Ltd., and by Socius Capital Group, LLC, Terren S. Peizer and Patricia Peizer with respect to the shares beneficially owned by Socius CG II, Ltd.

(b) Address of Principal Business Office, or, if None, Residence:

The address of the principal business office of Socius CG II, Ltd. is:

Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

The address of the principal business office of Socius Capital Group, LLC, Mr. Peizer and Ms. Peizer is: 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, CA 90025.

(c)	Citizenship:

Socius CG II, Ltd. is a Bermuda exempted company.

Socius Capital Group, LLC is a Delaware limited liability company.

Mr. Peizer and Ms. Peizer are United States citizens.

(d)	Title of Class of Securities:

Common Stock, $0.01 par value per share.

(e)	CUSIP NUMBER:

98876R204

ITEM 3:

If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under Section 15 of the Exchange Act.

Bank as defined in Section 3(a)(6) of the Exchange Act.

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

Investment company registered under Section 8 of the Investment

Company Act.

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

An employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F)

A parent holding company or control person in accordance with Rule

13d-1(b)(1)(ii)(G)

A savings association as defined in Section 3(b) of the Federal Deposit

Insurance Act

A church plan that is excluded from the definition of an investment

company under Section 3(c)(14) of the Investment Company Act

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4:

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: See item 9 of cover pages.

(b) Percent of class: See item 11 of cover pages.

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

See items 5-8 of cover pages.

The shares were obtained as follows: (i) 861,947 shares upon the exercise by Socius CG II, Ltd. (“Socius CG”) of its right to purchase such shares under an Amended and Restated Preferred Stock Purchase Agreement, dated August 30, 2010 (“Agreement”), between the issuer and Socius CG; 301,681 shares upon exercise of a Warrant to Purchase Common Stock, dated August 30, 2010 (“Warrant”), issued to Socius CG pursuant to the Agreement; and 490,196 shares issued to Socius CG in partial satisfaction of a commitment fee payable under the Agreement.

Pursuant to the Agreement, on September 20, 2010, Socius CG also purchased $517,168.00 worth of the issuer’s Redeemable Subordinated Debentures. The issuer may require Socius CG to purchase additional shares of common stock and to exercise additional portions of the Warrant, subject to a 9.99% beneficial ownership limitation for Socius CG and its affiliates and certain other contractual limitations in the Agreement and the Warrant.

For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 16,555,380 shares of common stock outstanding immediately subsequent to the issuance of the shares to Socius CG, such that 1,653,824 shares of common stock represent approximately 9.99% of the class subsequent to such issuance.

Voting and dispositive power with respect to the shares held by Socius CG is exercised by Ward Jensen, the Vice President-Trading of Socius CG. However, the Agreement contains a restrictive covenant under which Socius CG is prohibited from: (1) voting any shares of issuer common stock owned or controlled by Socius CG or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the issuer; (2) engaging or participating in any actions, plans or proposals which relate to or would result in, among other things, (a) an extraordinary corporate transaction such as a merger, (b) a sale of a material amount of assets, (c) any change in the present board of directors or management, (d) any change in capitalization or (e) any other change in the issuer’s business or corporate structure; or (3) requesting the issuer to amend or waive any such covenants. Socius CG is not a registered broker-dealer or an affiliate of a registered broker-dealer.

Socius Capital Group, LLC (“Socius Capital”), Mr. Peizer and Ms. Peizer directly own no shares of the issuer. Ms. Peizer is the sole ultimate beneficial owner of Socius Capital. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Socius Capital, Mr. Peizer and/or Ms. Peizer may be deemed to beneficially own and/or control the shares owned by Socius CG. Socius Capital and Mr. Peizer disclaim beneficial ownership and control, and Ms. Peizer disclaims control, of any of the securities covered by this statement.

ITEM 5:

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following box: q

ITEM 6:

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

ITEM 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Exhibit 1.

ITEM 8:

Identification and Classification of Members of the Group.

Not Applicable.

ITEM 9:

Notice of Dissolution of Group.

Not Applicable.

ITEM 10:

Certifications.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 2, 2010		SOCIUS CG II, LTD.

		By: /s/ Terren S. Peizer
		Name: Terren S. Peizer
		Its: Managing Director

Dated: September 2, 2010		SOCIUS CAPITAL GROUP, LLC

		By: /s/ Terren S. Peizer
		Name: Terren S. Peizer
		Its: Managing Director

Dated: September 2, 2010		/s/ Terren S. Peizer
		Terren S. Peizer

Dated: September 2, 2010		/s/ Patricia Peizer
		Patricia Peizer

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Exhibit Stating Identity of Relevant Subsidiary per Item 7 of Schedule 13G

EXHIBIT 2

Joint Filing Agreement among Socius CG II, Ltd., Socius Capital Group, LLC, Terren S. Peizer and Patricia Peizer

Exhibit 1

Socius CG II, Ltd. is a subsidiary of Socius Capital Group, LLC

Exhibit 2

JOINT FILING AGREEMENT

This Joint Filing Agreement, entered into and effective as of September 2, 2010, is made by and among Socius CG II, Ltd., Socius Capital Group, LLC, Terren S. Peizer and Patricia Peizer (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the Filers and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.

Dated: September 2, 2010		SOCIUS CG II, LTD.

		By: /s/ Terren S. Peizer
		Name: Terren S. Peizer
		Its: Managing Director

Dated: September 2, 2010		SOCIUS CAPITAL GROUP, LLC

		By: /s/ Terren S. Peizer
		Name: Terren S. Peizer
		Its: Managing Director

Dated: September 2, 2010		/s/ Terren S. Peizer
		Terren S. Peizer

Dated: September 2, 2010		/s/ Patricia Peizer
		Patricia Peizer