8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 5, 2007

    ZBB ENERGY CORPORATION    

(Exact name of registrant as specified in its charter)

   Wisconsin   
(State or other jurisdiction
of incorporation)  001-33540 
(Commission
File Number)  39-1987014 
(IRS Employer
Identification No.)

N93 W14475 Whittaker Way
         Menomonee Falls, Wisconsin          
(Address of principal executive offices)
 53051 
(Zip Code)

Registrant’s telephone number, including area code:  (262) 253-9800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On November 7, 2007, Mr. Steven Jay Mueller resigned as a Class III director of ZBB Energy Corporation (“ZBB”) effective immediately. Also on that date, Mr. Geoffrey Hann, the Chief Financial Officer and a Class II director of ZBB, announced his resignation effective December 31, 2007.   

(c)

On November 7, 2007, Mr. Scott W. Scampini was appointed to serve as ZBB’s Interim Chief Financial Officer effective January 1, 2008, until such time as Mr. Hann’s permanent replacement is identified.  From 1994 to June of 2007, Mr. Scampini was Chief Financial Officer and Executive Vice President of MGS Manufacturing Group. Also during that time, Mr. Scampini was the principal of SW Scampini, S.C during which time he provided accounting services to ZBB including as serving as the company’s external accountant and provided audit services to the Company from 1999 to 2004.  Mr. Scampini does not have any family relationships or related party transactions that are required to be disclosed.  There has been no determination regarding the compensation arrangements relating to Mr. Scampini’s service to ZBB as the Interim Chief Financial Officer.

A copy of the press release issued by ZBB relating to these announcements is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01  Regulation FD Disclosure

On November 5, 2007, ZBB announced the results of the reliability testing of its 500kWh energy storage system at Pacific Gas and Electric in California.  A copy of the press release is attached here to as Exhibit 99.2 and is incorporated herein by reference.  

The information in this Item, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 9, 2007
99.2	Press Release dated November 5, 2007

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 9, 2007

ZBB ENERGY CORPORATION

By:  /s/ Robert J. Parry                                  

Robert J. Parry

Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 9, 2007
99.2	Press Release dated November 5, 2007

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EX-99.1

Exhibit 99.1

ZBB Energy Corporation Announces Retirement of CFO
and Board Change

Milwaukee, WI – November 9, 2007 – ZBB Energy Corporation (AMEX: ZBB) today announced that Geoffrey Hann, Chief Financial Officer and a member of the board of directors will retire from the Company effective from December 31, 2007.  Mr. Hann advised the board he was resigning for personal reasons and a desire to return to Western Australia to be with his young children.  He has been the CFO since the company was founded in 1998 and prior to that was the finance director for the Company’s Australian predecessor, ZBB Technologies, Ltd from 1991.

The Company Chairman Mr. Richard Payne said “We express our thanks and gratitude to Geoff for the dedication and professionalism he brought to the company, for his untiring efforts on behalf of ZBB and for his participation in our senior management team. Geoff has been an integral part of the growth of the Company including its initial listing in Australia and more recently the Company’s United States IPO.  Geoff leaves the Company in good financial condition as he now sets out to return to Australia to pursue new career opportunities and we wish him every success with his return home.”

The Company announced that Mr. Scott W Scampini will be appointed as Interim CFO to take effect from 1 January 2008. Mr. Scampini holds a Bachelor's Degree in Accounting from Marquette University, Milwaukee, Wisconsin, and is a Certified Public Accountant and member of both the AICPA and WICPA. He has previously worked with Price Waterhouse and BDO Siedman. From 1994 to June 2007 he was CFO and Executive Vice President of MGS Manufacturing Group.

Mr. Scampini has been the company’s external accountant since 1994 and also provided audit services to the company between 2001 and 2005. Mr. Scampini will also assist the company in seeking a replacement SEC qualified US based chief financial officer to succeed Mr Hann.

The Company also announced that Steven Jay Mueller has resigned from the Company’s Board of Directors, effective immediately. Mr Mueller was appointed on September 19^th but unfortunately a potential conflict of interest has arisen in regard to a prior contractual agreement entered into between Mr. Mueller and a third party which has resulted in his resignation.

We are, however, pleased to announce that Mr Mueller will continue his association with the Company  by assisting ZBB’s Australian subsidiary, ZBB Technologies, Ltd with  the development of ZBB’s energy storage systems to be deployed in Africa.

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Mr. Payne stated that, whilst disappointed to lose Mr. Mueller from the Board, it was gratifying that he will be able to assist the Company in relation to operational matters. “Steven Mueller has a wealth of very relevant experience in distributed generation project design, implementation and management and ZBB currently has an exciting marketing initiative in Africa that we have been working towards with some guidance from Steve. We are currently working on a design project to integrate our modular, transportable energy storage systems for deployment within localized distributed generation systems that can ultimately be mass deployed in various countries throughout Africa. Steve has a long and successful track record as a senior executive specializing in the renewable energy industries and cogeneration companies in the United States, Australia and Europe, and has the exact expertise to assist our management group in this project. 8;

ZBB announces that it will immediately begin the search for a suitable Board candidate to replace Mr. Mueller.

About ZBB Energy Corporation

ZBB Energy Corporation develops and manufactures distributed energy storage solutions based on the Company’s proprietary zinc-bromine rechargeable electrical energy storage technology. The unique, modular construction of the Company’s core 50 kWh product enables ZBB’s battery to be sized and packaged as a fully customized, large format, energy storage system. This scaleable, mobile system is ideally suited for a number of large market applications.

Safe Harbor

Except for the historical information contained herein, the matters set forth in this press release, including the description of the company and its product offerings, are forward-looking statements within the meaning of the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the historical volatility and low trading volume of our stock, the risk and uncertainties inherent in the early stages of growth companies, the company's need to raise substantial additional capital to proceed with its business, risks associated with competitors, and other risks detailed from time to time in the company's most recent filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. The company disclaims any intent or obligation to update these forward-looking s tatements.

Contact Information:

Robert Parry

Chief Executive Officer

ZBB Energy Corporation

T: 262 253 9800

Email: rparry@zbbenergy.com

EX-99.2

Exhibit 99.2

ZBB Energy Achieves Milestone Performance Results for
Energy Storage System with PG&E in California

·

Proof of systems’ reliability and robustness pave the way for accelerated marketing initiatives  

Milwaukee, WI – November 5, 2007 – ZBB Energy Corporation (AMEX: ZBB) today announced that its 500kWh energy storage system has achieved milestone performance results with the successful completion of continuous grid-connected, load following reliability testing at Pacific Gas and Electric (PG&E) in California.

Mr. Robert Parry, Chief Executive Officer of ZBB Energy, stated, “With the resulting data from the tests, this milestone achievement for our system paves the way for ZBB to accelerate our marketing initiatives in California and in other key market areas throughout the United States.  The results from this program clearly show the capabilities of our storage systems as a dynamic and interactive energy source with the clear capability of following the utility load profile and dispatching a meaningful amount of energy into the power grid in response to the utility’s demand.  The performance of the system, running unattended under independent testing over the entire 40 cycles, proves the reliability and robustness of our products.  

We are grateful for the foresight and leadership in California of both the California Energy Commission and PG&E, and nationally from the US Department of Energy in supporting the early adoption of our technology into the transmission and distribution network.”

Under a current contract with the California Energy Commission, ZBB has to date delivered two 500kWh modular, transportable energy storage systems to PG&E for independent testing and evaluation.  The achievement of this current milestone represents the final stage in interfacing ZBB’s systems into the California transmission and distribution grid.  The on-site testing was conducted at PG&E’s San Ramon test facility and included independent data gathering and assessment by Sandia National Laboratories who manage the US Department of Energy’s energy storage program.

Commenting on the successful completion of the testing, Sandia National Laboratories, reported, “With California’s Renewables Portfolio Standard of 20% renewable energy by 2010, and the accelerated target of 33% renewable energy by 2020, it is likely that energy storage will need to play an increasingly important role in California’s power distribution system.  The continued testing of ZBB’s electrical energy storage technology will help in meeting these needs.”

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About ZBB Energy Corporation

ZBB Energy Corporation develops and manufactures distributed energy storage solutions based on the Company’s proprietary zinc-bromine rechargeable electrical energy storage technology. The unique, modular construction of the Company’s core 50 kWh product enables ZBB’s battery to be sized and packaged as a fully customized, large format, energy storage system. This scaleable, mobile system is ideally suited for a number of large market applications.

Safe Harbor

Except for the historical information contained herein, the matters set forth in this press release, including the description of the company and its product offerings, are forward-looking statements within the meaning of the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the historical volatility and low trading volume of our stock, the risk and uncertainties inherent in the early stages of growth companies, the company's need to raise substantial additional capital to proceed with its business, risks associated with competitors, and other risks detailed from time to time in the company's most recent filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. The company disclaims any intent or obligation to update these forward-looking s tatements.

Contact Information:

Robert Parry

Chief Executive Officer

ZBB Energy Corporation  

T: 262.253.9800

Email: rparry@zbbenergy.com

Stan Altschuler / Ryan Daniels  

Strategic Growth International

T: 212.838.1444

Email: saltschuler@sgi-ir.com