UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 (Mark
One)
 x   QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the
quarterly period ended:  June 30, 2010
 
 OR
 
 o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 Commission
file number: 333-141010
 
 JUHL WIND,
INC.
 (Name of
small business issuer in its charter)
  Delaware
              
              20-4947667(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)996
      190th AvenueWoodstock,
      Minnesota
              
              56186(Address
      of principal executive offices)
              
              (Zip
      code)
  Issuer's
telephone number: ( 507)
777-4310
  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.
 Yes x    No
o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§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).*
 *The
registrant has not yet been phased into the interactive data
requirements.
 Yes  ̈    No
 ̈
 
 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.
  Large
      accelerated filer        o
              
              Accelerated
      filer                       
      oNon-accelerated
      filer          o
              
              Smaller
      reporting company       x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes o No x
  Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
  Common
Stock:  21,157,401 shares outstanding as of August 11, 2010.
   
  TABLE OF
CONTENTS
  PART
      I - FINANCIAL INFORMATIONItem
      1. Unaudited Financial Statements
              
              3Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              
              25Item
      3. Quantitative and Qualitative Analysis About Market Risk
              
              36Item
      4. Controls and Procedures
              
              36PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings
              
              37Item
      1A. Risk Factors
              
              37Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              
              37Item
      3. Defaults Upon Senior Securities
              
              37Item
      4. Submission of Matters to a Vote of Security Holders
              
              37Item
      5. Other Information
              
              37Item
      6. Exhibits
              
              38Signatures
              
              39Exhibits
  2
  PART I - FINANCIAL
INFORMATION
  Item
      1.
              FINANCIAL
      STATEMENTS (UNAUDITED)
 
 The
accompanying unaudited financial statements of Juhl Wind, Inc. (“Juhl Wind” or
the “Company”) have been prepared in accordance with generally accepted
accounting principles in the United States for interim financial reporting and
pursuant to the rules and regulations of the Securities and Exchange Commission
(“Commission” or “SEC”). While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary in order to make
the financial statements not misleading and for fair presentation of the results
of the interim period, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. For further information, refer to the financial statements and
footnotes thereto, for the fiscal year ended December 31, 2009, previously filed
with the Commission, which are included in the Annual Report on Form 10-K filed
on or about March 31, 2010.
  3
  JUHL
WIND INC.
 CONSOLIDATED
BALANCE SHEETS
 JUNE
30, 2010 AND DECEMBER 31, 2009
 
 JUNE
      30
              
              
              DECEMBER
      31ASSETS
              
              2010
              
              
              2009(unaudited)CURRENT
      ASSETSCash
              
              $
              1,924,090
              
              
              $
              2,802,302Restricted
      Cash
              
              
              120,066
              
              
              
              203,123Accounts
      Receivable
              
              
              1,088,407
              
              
              
              1,617,974Short
      Term Investments and Accrued Interest Receivable
              
              
              1,351,543
              
              
              
              1,033,744Short
      Term Investments - Restricted
              
              
              414,423
              
              
              
              718,499Unbilled
      Receivables at Net Realizable Value
              
              
              -
              
              
              
              49,002Promissory
      Note Receivable, Including Accrued Interest
              
              
              8,202,552
              
              
              
              7,149,912Inventory
              
              
              107,471
              
              
              
              352,410Reimbursable
      Project Costs
              
              
              666,309
              
              
              
              597,368Costs
      and Estimated Profits in Excess of Billings
              
              
              621,479
              
              
              
              769,070Other
      Current Assets
              
              
              179,315
              
              
              
              123,157Current
      Deferred Income Taxes
              
              
              39,000
              
              
              
              45,000TOTAL
      CURRENT ASSETS
              
              
              14,714,655
              
              
              
              15,461,561PROPERTY
      AND EQUIPMENT (Net)
              
              
              425,231
              
              
              
              430,039OTHER
      ASSETSDeferred
      Income Tax Asset
              
              
              731,000
              
              
              
              614,000Project
      Development Costs
              
              
              336,000
              
              
              
              307,000TOTAL
      OTHER ASSETS
              
              
              1,067,000
              
              
              
              921,000TOTAL
      ASSETS
              
              $
              16,206,886
              
              
              $
              16,812,600LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      Payable
              
              $
              1,696,322
              
              
              $
              2,224,549Bank
      Notes Payable
              
              
              411,167
              
              
              
              416,853Accrued
      Expenses
              
              
              108,844
              
              
              
              118,571Customer
      Deposits
              
              
              229,624
              
              
              
              383,000Deferred
      Revenue
              
              
              888,747
              
              
              
              774,057Promissory
      Note Payable, Including Interest
              
              
              8,202,552
              
              
              
              7,149,912TOTAL
      CURRENT LIABILITIES
              
              
              11,537,256
              
              
              
              11,066,942STOCKHOLDERS'
      EQUITYSeries
      A Convertible Preferred Stock - $.0001 par value,4,820,000
      issued and outstanding
              
              
              2,526,660
              
              
              
              2,527,731Series
      B Convertible Preferred Stock - $.0001 par value,6,567,006  issued
      and outstanding
              
              
              12,819,116
              
              
              
              12,819,116Common
      Stock - $.0001 par value; 100,000,000 shares authorized,21,096,897
      and 20,982,860 issued and outstanding atJune
      30, 2010 and December 31, 2009, respectively
              
              
              2,110
              
              
              
              2,098Additional
      Paid-In Capital
              
              
              6,592,648
              
              
              
              6,089,361Accumulated
      Deficit
              
              
              (17,270,904
              )
              
              
              (15,692,648
              )TOTAL
      STOCKHOLDERS' EQUITY
              
              
              4,669,630
              
              
              
              5,745,658TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              16,206,886
              
              
              $
              16,812,600
 
 The
accompanying notes are an integral part of these
statements.
  4
  JUHL
WIND INC.
 CONSOLIDATED
STATEMENT OF OPERATIONS
 FOR
THE QUARTERS ENDED JUNE 30, 2010 AND 2009
  2010
              
              
              2009REVENUE
              
              (unaudited)
              
              
              (unaudited)Wind
      Farm Development and Management
              
              $
              226,063
              
              
              
              33.8
              %
              
              $
              208,035
              
              
              
              65.1
              %Turbine
      Sales & Service
              
              
              176,028
              
              
              
              26.4
              
              
              
              72,036
              
              
              
              22.5Related
      Party Revenue
              
              
              88,688
              
              
              
              13.3
              
              
              
              28,828
              
              
              
              9.0Construction
      Contract Revenue
              
              
              177,365
              
              
              
              26.6
              
              
              
              9,569
              
              
              
              3.0Other
      Operating Income
              
              
              -
              
              
              
              0.0
              
              
              
              1,200
              
              
              
              0.4TOTAL
      REVENUE
              
              
              668,144
              
              
              
              100.0
              
              
              
              319,668
              
              
              
              100.0COST
      OF GOODS SOLD
              
              
              445,566
              
              
              
              66.7
              
              
              
              116,254
              
              
              
              36.4GROSS
      PROFIT
              
              
              222,578
              
              
              
              33.3
              
              
              
              203,414
              
              
              
              63.6OPERATING
      EXPENSESGeneral
      and Administrative Expenses
              
              
              443,462
              
              
              
              66.4
              
              
              
              357,264
              
              
              
              111.8Investor
      Relations Expenses
              
              
              89,199
              
              
              
              13.4
              
              
              
              18,470
              
              
              
              5.8Payroll
      and Employee Benefits
              
              
              515,513
              
              
              
              77.2
              
              
              
              688,587
              
              
              
              215.4Windfarm
      Management Expenses
              
              
              23,484
              
              
              
              3.5
              
              
              
              33,789
              
              
              
              10.6TOTAL
      OPERATING EXPENSES
              
              
              1,071,658
              
              
              
              160.4
              
              
              
              1,098,110
              
              
              
              343.5OPERATING
      LOSS
              
              
              (849,080
              )
              
              
              (127.1
              )
              
              
              (894,696
              )
              
              
              (279.9
              )OTHER
      INCOME (EXPENSE)Interest
      Income
              
              
              174,963
              
              
              
              26.2
              
              
              
              16,018
              
              
              
              5.0Interest
      Expense
              
              
              (168,245
              )
              
              
              (25.2
              )
              
              
              (8,183
              )
              
              
              (2.6
              )Gain
      in Fair Value Accounting Over Warrants
              
              
              -
              
              
              
              0.0
              
              
              
              848,966
              
              
              
              265.6Other
      Income
              
              
              -
              
              
              
              0.0
              
              
              
              31,318
              
              
              
              9.8TOTAL
      OTHER INCOME, NET
              
              
              6,718
              
              
              
              1.0
              
              
              
              888,119
              
              
              
              277.8LOSS
      BEFORE INCOME TAXES
              
              
              (842,362
              )
              
              
              (126.1
              )
              
              
              (6,577
              )
              
              
              (2.1
              )INCOME
      TAX BENEFIT
              
              
              22,000
              
              
              
              3.3
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              
              (820,362
              )
              
              
              (129.4
              )
      %
              
              
              (6,577
              )
              
              
              (2.1
              )
      %PREFERRED
      DIVIDENDS
              
              
              97,471
              
              
              
              
              
              
              
              103,200SERIES
      B BENEFICIAL CONVERSION FEATURE
              
              
              -
              
              
              
              
              
              
              
              2,790,707NET
      LOSS ATTRIBUTABLE TOCOMMON
      STOCKHOLDERS
              
              
              (917,833
              )
              
              
              
              
              
              
              (2,900,484
              )WEIGHTED
      AVERAGE SHARESOUTSTANDING
      - BASIC & DILUTED
              
              
              21,096,267
              
              
              
              
              
              
              
              20,462,318NET
      LOSS PER SHAREBASIC
      & DILUTED
              
              $
              (0.04
              )
              
              
              
              
              
              $
              (0.14
              )
  The
accompanying notes are an integral part of these statements.
  5
 
 JUHL
WIND INC.
 CONSOLIDATED
STATEMENT OF OPERATIONS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009
  2010
              
              
              2009(unaudited)
              
              
              (unaudited)REVENUEWind
      Farm Development and Management
              
              $
              290,371
              
              
              
              12.6
              %
              
              $
              339,889
              
              
              
              50.9
              %Turbine
      Sales & Service
              
              
              825,161
              
              
              
              35.8
              
              
              
              265,744
              
              
              
              39.8Related
      Party Revenue
              
              
              161,899
              
              
              
              7.0
              
              
              
              50,813
              
              
              
              7.6Construction
      Contract Revenue
              
              
              1,025,419
              
              
              
              44.5
              
              
              
              9,569
              
              
              
              1.4Other
      Operating Income
              
              
              -
              
              
              
              0.0
              
              
              
              1,929
              
              
              
              0.3TOTAL
      REVENUE
              
              
              2,302,850
              
              
              
              100.0
              
              
              
              667,944
              
              
              
              100.0COST
      OF GOODS SOLD
              
              
              1,854,301
              
              
              
              80.5
              
              
              
              312,792
              
              
              
              46.8GROSS
      PROFIT
              
              
              448,549
              
              
              
              19.5
              
              
              
              355,152
              
              
              
              53.2OPERATING
      EXPENSESGeneral
      and Administrative Expenses
              
              
              716,302
              
              
              
              31.1
              
              
              
              797,452
              
              
              
              119.4Investor
      Relations Expenses
              
              
              192,296
              
              
              
              8.4
              
              
              
              53,296
              
              
              
              8.0Payroll
      and Employee Benefits
              
              
              1,005,919
              
              
              
              43.7
              
              
              
              1,084,435
              
              
              
              162.4Windfarm
      Management Expenses
              
              
              46,567
              
              
              
              2.0
              
              
              
              135,916
              
              
              
              20.4TOTAL
      OPERATING EXPENSES
              
              
              1,961,084
              
              
              
              85.2
              
              
              
              2,071,099
              
              
              
              310.1OPERATING
      LOSS
              
              
              (1,512,535
              )
              
              
              (65.7
              )
              
              
              (1,715,947
              )
              
              
              (256.9
              )OTHER
      INCOME (EXPENSE)Interest
      Income
              
              
              317,959
              
              
              
              13.8
              
              
              
              40,221
              
              
              
              6.0Interest
      Expense
              
              
              (300,809
              )
              
              
              (13.1
              )
              
              
              (16,851
              )
              
              
              (2.5
              )Gain
      in Fair Value Accounting Over Warrants
              
              
              -
              
              
              
              0.0
              
              
              
              2,198,671
              
              
              
              329.2Other
      Expense
              
              
              -
              
              
              
              0.0
              
              
              
              31,618
              
              
              
              4.7TOTAL
      OTHER INCOME, NET
              
              
              17,150
              
              
              
              0.8
              
              
              
              2,253,659
              
              
              
              337.4INCOME
      (LOSS) BEFORE INCOME TAXES
              
              
              (1,495,385
              )
              
              
              (64.9
              )
              
              
              537,712
              
              
              
              80.5INCOME
      TAX BENEFIT
              
              
              111,000
              
              
              
              4.8
              
              
              
              -
              
              
              
              -NET
      INCOME (LOSS)
              
              
              (1,384,385
              )
              
              
              (69.7
              )
      %
              
              
              537,712
              
              
              
              80.5
              %PREFERRED
      DIVIDENDS
              
              
              193,871
              
              
              
              
              
              
              
              206,400SERIES
      B BENEFICAL CONVERSION FEATURE
              
              
              -
              
              
              
              
              
              
              
              2,790,707NET
      LOSS ATTRIBUTABLE TOCOMMON
      STOCKHOLDERS
              
              
              (1,578,256
              )
              
              
              
              
              
              
              (2,459,395
              )WEIGHTED
      AVERAGE SHARESOUTSTANDING
      - BASIC AND DILUTED
              
              
              21,067,114
              
              
              
              
              
              
              
              20,333,537NET
      LOSS PER SHARE - BASIC & DILUTED
              
              $
              (0.07
              )
              
              
              
              
              
              $
              (0.12
              )
 
 The
accompanying notes are an integral part of these statements.
  6
  JUHL
WIND INC.
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010
  Convertible
              
              
              ConvertiblePreferred
      Stock
              
              
              Preferred
      Stock
              
              
              Additional
              
              
              
              
              
              TotalCommon
      Stock
              
              
              Series
      A
              
              
              Series
      B
              
              
              Paid-In
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              EquityBALANCE
      - December 31, 2009
              
              20,982,860
              
              
              $
              2,098
              
              
              
              4,820,000
              
              
              $
              2,527,731
              
              
              
              6,567,006
              
              
              $
              12,819,116
              
              
              $
              6,089,361
              
              
              $
              (15,692,648
              )
              
              $
              5,745,658Net
      loss
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,384,385
              )
              
              
              (1,384,385
              )Stock-based
      compensation
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              308,357
              
              
              
              -
              
              
              
              308,357Series
      A Preferred Stock dividend paid in common stock
              
              114,037
              
              
              
              12
              
              
              
              -
              
              
              
              (194,942
              )
              
              
              -
              
              
              
              -
              
              
              
              194,930
              
              
              
              -
              
              
              
              -Series
      A Preferred dividends
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              193,871
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (193,871
              )
              
              
              -BALANCEJune
      30, 2010   (unaudited)
              
              21,096,897
              
              
              $
              2,110
              
              
              
              4,820,000
              
              
              $
              2,526,660
              
              
              
              6,567,006
              
              
              $
              12,819,116
              
              
              $
              6,592,648
              
              
              $
              (17,270,904
              )
              
              $
              4,669,630
 
 The
accompanying notes are an integral part of these statements.
  7
 JUHL WIND INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FOR
THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009
  2010
              
              
              2009(unaudited)
              
              
              (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
              
              $
              (1,384,385
              )
              
              $
              537,712Adjustments
      to Reconcile Net Income (Loss) to Net CashProvided
      by Operating Activities:Depreciation
      and Amortization
              
              
              29,533
              
              
              
              99,027Stock-Based
      Compensation to Employees
              
              
              308,357
              
              
              
              498,221Provision
      for Uncollectible Accounts
              
              
              -
              
              
              
              (10,000
              )Gain
      on Warrant Liability Fair Value
              
              
              -
              
              
              
              (2,198,671
              )Liquidated
      Damages Expense
              
              
              -
              
              
              
              (31,316
              )Change
      in assets and liabilities:Accounts
      Receivable
              
              
              529,567
              
              
              
              760Unbilled
      Receivable
              
              
              49,002
              
              
              
              49,851Inventory
              
              
              244,939
              
              
              
              109,429Reimbursable
      Project Costs
              
              
              (68,941
              )
              
              
              56,442Other
      Current Assets
              
              
              (56,158
              )
              
              
              (134,100
              )Interest
      receivable on Short Term Investments
              
              
              (409
              )
              
              
              (27,483
              )Costs
      and Estimated Earnings in Excess of Billings
              
              
              147,591
              
              
              
              -Accounts
      Payable
              
              
              (528,227
              )
              
              
              362,999Accrued
      Expenses
              
              
              (9,727
              )
              
              
              5,049Deferred
      Income Taxes
              
              
              (111,000
              )
              
              
              -Customer
      Deposits
              
              
              (153,376
              )
              
              
              -Deferred
      Revenue
              
              
              114,690
              
              
              
              364,625NET
      CASH USED IN OPERATING ACTIVITIES
              
              
              (888,544
              )
              
              
              (317,455
              )CASH
      FLOWS FROM INVESTING ACTIVITIESPayments
      for short-term investments
              
              
              (13,314
              )
              
              
              (3,989
              )Payments
      for project development costs
              
              
              (29,000
              )
              
              
              (5,000
              )Payments
      for property and equipment
              
              
              (24,725
              )
              
              
              (67,862
              )NET
      CASH USED IN INVESTING ACTIVITIES
              
              
              (67,039
              )
              
              
              (76,851
              )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      change in restricted cash
              
              
              83,057
              
              
              
              (97,364
              )Proceeds
      received through the issuance ofSeries
      B preferred stock and conversion of warrants
              
              
              -
              
              
              
              2,339,341Principal
      Payments on Notes Payable
              
              
              (5,686
              )
              
              
              (75,000
              )NET
      CASH  FROM FINANCING ACTIVITIES
              
              
              77,371
              
              
              
              2,166,977NET
      INCREASE (DECREASE) IN CASH
              
              
              (878,212
              )
              
              
              1,772,671CASH
      BEGINNING OF THE PERIOD
              
              
              2,802,302
              
              
              
              1,310,789CASH
      END OF THE PERIOD
              
              $
              1,924,090
              
              
              $
              3,083,460NONCASH
      INVESTING ACTIVITYSeries
      A preferred stock dividend
              
              $
              193,871
              
              
              $
              206,400Subscription
      receivable from issuance of Series B preferred stock
              
              $
              -
              
              
              $
              196,710Warrant
      liability recognition upon adoption of accounting standard
              
              $
              -
              
              
              $
              12,576,816Promissory
      note receivable and payable on wind farm for constructionfinancing
              
              $
              1,052,640
              
              
              $
              -Fair
      value of warrant liability exchanged on Series B preferred
      stock
              
              $
              -
              
              
              $
              10,378,145Accrued
      liquidated damages fees paid in the form of common stock
              
              $
              -
              
              
              $
              222,000Preferred
      dividend payment in common stock
              
              $
              194,942
              
              
              $
              -
 
 The
accompanying notes are an integral part of these
statements.
 8
  JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 1.          BACKGROUND,
CHANGE OF CONTROL AND BASIS OF PRESENTATION
  The
accompanying unaudited condensed consolidated interim financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnotes disclosures
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted as permitted by such rules and
regulations.  These financial statements and related notes should be
read in conjunction with the financial statements and notes thereto included in
the Company’s audited financial statements for the year ended December 31, 2009
and 2008 contained in Form 10-K filed with the Securities and Exchange
Commission on March 31, 2010.
  In the
opinion of management, the interim financial statements reflect all adjustments
considered necessary for fair presentation.  The adjustments made to
these statements consist only of normal recurring adjustments.  The
results reported in these condensed consolidated interim financial statements
should not be regarded as necessarily indicative of results that may be expected
for the year ended December 31, 2010.
  Juhl
Wind, Inc. (“Juhl Wind”) conducts business under three subsidiaries, Juhl Energy
Services (formerly DanMar and Associates, Inc.) (“JES”), Juhl Energy
Development, Inc. (“JEDI”), and Next Generation Power Systems, Inc. (“NextGen”).
The Company provides development, construction, management, and consulting
services to wind farm projects throughout the Midwestern U.S. and produces
consumer-owned renewable energy products. All intercompany balances and
transactions are eliminated in consolidation.
  2.         SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
  CASH
  The
Company maintains cash balances at various financial
institutions.  Accounts are insured by the Federal Deposit Insurance
Corporation (“FDIC”) up to $250,000.  At times throughout the year
cash balances may exceed the FDIC insurance limits.  In August 2008,
the Company obtained an excess deposit insurance bond to insure deposits up to
an additional $2,400,000 beyond the FDIC coverage. The bond was effective August
2008 through February 2010, and subsequently was replaced in February 2010 with
a $1.7 million irrevocable letter of credit.  The Company monitors its
cash balances to ensure adequacy of collateral for depository balances at
financial institutions that exceed FDIC insured amounts.
  RESTRICTED
CASH
  The
Company maintains an escrow cash account funded by the proceeds received from
the preferred stock private placement in 2008 and the warrant exercise and
exchange in 2009.  The funds are to be used for investor relations
initiatives.
  SHORT
TERM INVESTMENTS
  Short-term
investments include certificates of deposits maintained at various financial
institutions. The certificates are intended to be held for investment purposes
through their maturity dates that occur at various times throughout
2010.  At June 30, 2010, the Company’s short-term investments totaled
approximately $1,351,000 which included accrued interest receivable. At December
31, 2009, the Company’s short-term investments totaled approximately $1,034,000
which included accrued interest receivable on those
investments.
  RESTRICTED
SHORT TERM INVESTMENTS
  Restricted
short-term investments include certificates of deposits maintained at various
financial institutions and totaled approximately $414,000 and $718,000 at June
30, 2010 and December 31, 2009, respectively. These restricted investments
included accrued interest receivable. The certificates are intended to be held
for investment purposes through their maturity dates that occur at various times
throughout 2010.  These investments are held as collateral against the
Bank Notes Payable.
  ACCOUNTS
RECEIVABLE
  Credit
terms are extended to customers in the normal course of business.  The
Company performs ongoing credit evaluations of its customers’ financial
condition and, generally, requires no collateral.
  9
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
  Trade
accounts receivable are recorded at their estimated net realizable value, net of
an allowance for doubtful accounts. The Company follows a policy of providing an
allowance for doubtful accounts.  Based on historical experience, and
its evaluation of the current status of receivables, the Company is of the
belief that such accounts will be collectible in all material respects after
consideration of the allowance shown in the financial statements. Accounts are
considered past due if payment is not made on a timely basis in accordance with
the Company’s credit terms.  Accounts considered uncollectible are
written off.
  INVENTORIES
  Inventories,
consisting primarily of parts and materials relating to the production of small
scale wind turbines, are stated at the lower of average cost or market
value.
  REIMBURSABLE
PROJECT COSTS
  Reimbursable
project costs represent advances made on behalf of wind farm entities to assist
them in the legal, preconstruction project costs, or other temporary advances
made during construction.
  PROJECT
DEVELOPMENT COSTS
  Project
development costs represent amounts paid by the Company for projects that Juhl
Wind is the wind farm developer and project owner. Such costs are carried as a
long-term asset until such time that the Company receives a reimbursement as a
part of the permanent financing of a commissioned wind farm project, or
alternatively, upon reimbursement by new project ownership. The Company may
convert these costs into ownership in the project.
  PROPERTY
AND EQUIPMENT
  Property
and equipment are stated at cost. Major renewals and improvements are
capitalized, while replacements, maintenance and repairs which do not improve or
extend the life of the respective assets are expensed currently. Property and
equipment are being depreciated over their estimated useful lives using the
straight-line method.
  Major
categories of property and equipment and their depreciable lives are as
follows:
  Building
      and Improvements
              7-39
      YearsVehicles
              5
      YearsMachinery
      and Shop Equipment
              5-7
      Years
 
  LONG-LIVED
ASSETS
  Long-lived
assets, such as property and equipment, and purchased intangible assets subject
to amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If circumstances require a long-lived asset be tested for possible
impairment, the Company first compares undiscounted cash flows expected to be
generated by an asset to the carrying value of the asset. If the carrying value
of the long-lived asset is not recoverable on an undiscounted cash flow basis,
impairment is recognized to the extent that the carrying value exceeds its fair
value. Fair value is determined through various valuation techniques including,
but not limited to, discounted cash flow models, quoted market values and
third-party independent appraisals.
  STOCK
OPTION PLANS
  The
Company recognizes compensation expense for employee stock options based on the
estimated grant date fair value using the Black-Scholes option-pricing model.
The Company accounts for equity based instruments granted to nonemployees under
the fair value method. Equity based instruments usually are recorded at
their underlying fair value.  In certain instances the fair value of the
goods or services are used to determine the value of the equity instrument as it
is a better measure of fair value.
  FAIR
VALUE OF FINANCIAL INSTRUMENTS
  The
carrying value of cash, restricted cash, short term investments, receivables,
payables, and other working capital accounts approximates their fair value at
June 30, 2010 and December 31, 2009 due to the short maturity nature of these
instruments. The carrying amounts of notes payable approximate fair value
because of the short maturity of these instruments.
  10
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
  Except
for those assets and liabilities which are required by authoritative accounting
guidance to be recorded at fair value in our Consolidated Balance Sheets, we
have elected not to record any other assets or liabilities at fair value. No
events occurred during 2010 which would require adjustment to the recognized
balances of assets or liabilities which are recorded at fair value on a
nonrecurring basis.
  The
Company has no assets and liabilities measured at fair value on a recurring
basis that require disclosure.
  USE
OF ESTIMATES
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and expenses. The
Company uses estimates and assumptions in accounting for the following
significant matters, among others: revenue recorded from the development
agreements is a significant estimate based on a percentage of estimated project
costs and the percentage of completion method used to recognize construction
contract revenue; realizability of accounts and notes receivable; valuation of
deferred tax assets, stock based compensation and warrants, determination of the
primary beneficiary of a variable interest entity, and other contingencies.
Revenue from the development agreements is adjusted to reflect actual costs
incurred by the project upon the commercial operation
date.  Accordingly, actual revenue may differ from previously
estimated amounts, and such differences may be material to the financial
statements. The Company periodically reviews estimates and assumptions, and the
effects of any such revisions are reflected in the period in which the revision
is made.
  REVENUE
RECOGNITION
  Turbine
Sales and Service:
  Turbine
sales occur from small scale wind turbines that are internally re-manufactured
and sold by the Company, or through purchase and resale of larger scale wind
turbines to wind farm project owners. Revenue from the sale of small scale wind
turbines are recognized upon shipment to the customer as transfer of ownership
and risk of loss have been transferred to the customer.  Deposits
received from customers are included as deferred revenue until shipment occurs.
Revenues from the sale of larger scale wind turbines are generally recognized in
conjunction with the construction services percentage of completion accounting
discussed below. Commencement of revenue recognition is only after turbine
erection activities have begun.
  Turbine
services include time-and-material arrangements related to existing
installations of wind turbine equipment.  Revenue is recognized upon
completion of the maintenance services.
  Licensing
Revenue
  Revenues
earned from licensing agreements are amortized straight line over the term of
the agreement.
  Wind
Farm Consulting, Development and Management Services:
  Consulting
Services
  Consulting
services fees are primarily fixed fee arrangements of a short-term duration and
are recognized as revenue on a completed contract basis.
  Wind
Farm Development Services
  The
Company normally earns a development service fee from each of the wind farm
projects that it develops in cooperation with wind farm investors. These
development services arrangements are evaluated under authoritative revenue
guidance, which addresses certain aspects of accounting by a vendor for
arrangements under which the vendor will perform multiple revenue generating
activities.
  11
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 The
development services fee revenue is recognized as follows:
  ·
              Proceeds
      received upon the signing of a Development Services Agreement (generally
      10% of the total expected development fee) are amortized over the expected
      period of the development process, which is generally three years. The
      amortization period is re-assessed by management as new timelines are
      established for the project in-service date, and the amortization period
      is adjusted.
 
  ·
              The
      remaining proceeds are allocated to the following deliverables based on
      vendor specific objective evidence of each item: 1) achievement of a
      signed Power Purchase Agreement (“PPA”) with an electrical utility, or in
      the event that a PPA will not be sought, an interconnection application,
      and 2) final commissioning of the wind farm
      turbines.  Management has determined that these deliverables
      have stand-alone value, and performance of the undelivered services are
      considered probable and in the control of the
  Company.
  Wind
Farm Management Services
  Revenues
earned from administrative, management and maintenance services agreements are
recognized as the services are provided. The administrative and management
services agreements call for quarterly payments in advance or arrears of
services rendered based on the terms of the agreement. The administrative and
management services payments in advance are carried as deferred revenue and
recognized monthly as services are performed. Maintenance services are generally
billed on a time and materials basis.  Revenues from services work are
recognized when services are performed.
  Wind
Farm Construction Services
  We
recognize revenue on construction contracts on the percentage of completion
method with costs and estimated profits included in contract revenue as work is
performed. Construction contracts generally provide that customers accept
completion of progress to date and compensate us for services rendered measured
in terms of units installed, hours expended or some other measure of progress.
We recognize revenue on both signed contracts and approved change orders. A
discussion of our treatment of claims and unapproved change orders is described
later in this section. Percentage of completion for construction contracts is
measured principally by the percentage of costs incurred and accrued to date for
each contract to the estimated total cost for each contract at completion. We
generally consider contracts to be substantially complete upon departure from
the work site and acceptance by the customer. Contract costs include all direct
material, labor and insurance costs and those indirect costs related to contract
performance, such as indirect labor, supplies, tools, repairs and
depreciation costs. Changes in job performance, job conditions, estimated
contract costs and profitability and final contract settlements may result in
revisions to costs and income and the effects of these revisions are recognized
in the period in which the revisions are determined. Provisions for total
estimated losses on uncompleted contracts are made in the period in which such
losses are determined. The balances billed but not paid by customers pursuant to
retainage provisions in construction contracts will be due upon completion of
the contracts and acceptance by the customer. Based on our experience with
similar contracts in recent years, the retention balance at each balance sheet
date will be collected within the subsequent fiscal year.
  The asset
“Costs and estimated earnings in excess of billings on uncompleted contracts”
represents revenues recognized in excess of amounts billed which management
believes will be billed and collected within the next twelve
months.  The liability “Billings in excess of costs and estimated
earnings on uncompleted contracts” represents billings in excess of revenues
recognized. Costs and estimated earnings in excess of billings on uncompleted
contracts are amounts considered recoverable from customers based on different
measures of performance, including achievement of specific milestones, or at the
completion of the contract.
  12
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
  EARNINGS
PER SHARE
  Basic net
income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares outstanding during the
period.  Diluted net income per share is computed by dividing net
income by the weighted average number of shares and share equivalents
outstanding during the period. As of June 30, 2010 and 2009, respectively, the
Company had 1,895,000 and 1,685,000 share equivalents outstanding relating to
outstanding stock options and warrants.  At June 30, 2010 and 2009,
the effects of the share equivalents were excluded from the computation of
diluted shares outstanding as their effects would be anti-dilutive, due to the
Company’s net loss attributable for common stockholders for these
periods.
  INCOME
TAXES
  Deferred
income taxes are provided for timing differences between financial statements
and income tax reporting, primarily from the use of accelerated depreciation
methods for income tax purposes, stock based compensation, accrued liabilities,
warranty costs, and net operating losses that are available to offset future
taxable income.  The measurement of deferred tax assets and
liabilities is based on provisions of the enacted tax law; the effects of future
changes in tax laws or rates are not anticipated.
  The
Company accounts for income tax uncertainties using a two-step approach to
recognizing and measuring tax benefits and liabilities when realization of the
tax position is uncertain. The first step is to determine whether the tax
positions meet the more-likely-than-not condition for recognition and the second
step is to determine the amount to be recognized based on the cumulative
probability that exceeds 50%.
  The
Company recognizes in its financial statements only those tax positions that are
"more-likely-than-not" of being sustained upon examination by taxing
authorities, based on the technical merits of the position. The Company
performed a comprehensive review of its material tax positions in accordance
with recognition and measurement standards.  Based on this review, the
Company has concluded that there are no significant uncertain tax positions that
would require recognition or disclosure within the consolidated financial
statements.
  The
Company files income tax returns in the U.S. federal jurisdiction and various
state jurisdictions. With a few exceptions, the Company is no longer subject to
U.S. federal, state, or local income tax examinations by tax authorities for
years before 2006.  The Company's policy is to recognize interest and
penalties related to uncertain tax benefits in income tax expense. The Company
has no significant accrued interest or penalties related to uncertain tax
positions as of June 30, 2010 or December 31, 2009 and such uncertain tax
positions as of each date are insignificant.
  RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
  In April
2010, the FASB issued guidance on defining a milestone and determining when it
may be appropriate to apply the milestone method of revenue recognition for
research or development transactions or units of accounting under which a vendor
satisfies its performance obligations over a period of time, and when a portion
or all of the consideration is contingent upon certain future events or
circumstances. Consideration that is contingent on achievement of a milestone
may be recognized in its entirety as revenue in the period in which the
milestone is achieved only if the milestone is judged to meet certain criteria
to be considered substantive. The guidance is effective for fiscal years
beginning on or after June 15, 2010, with early adoption permitted. We are
currently evaluating the potential impact of this guidance on our consolidated
financial statements.
  RECLASSIFICATIONS
  Certain
reclassifications were made to the previously issued 2009 financial statements
in the consolidated statement of operations  in order for the amounts
to be comparable to the 2010. These reclassifications had no effect on net
income, operating cash flow, or accumulated deficit as previously
reported.
  3.
              PRIVATE
      PLACEMENT OF SERIES A 8% CONVERTIBLE PREFERRED STOCK AND COMMON STOCK
      WARRANTS
 
  In June
2008, the Company completed a private placement consisting of shares of
newly-created Series A 8% Convertible Preferred Stock (Series A), and
detachable, five-year Class A, Class B and Class C warrants to purchase shares
of common stock at an exercise price of $1.25 (Class A), $1.50 (Class B) and
$1.75 (Class C) per share.  In total, the Company sold 5,160,000
shares of Series A (convertible at any time into a like number of shares of
common stock) and Class A, Class B and Class C Warrants to each purchase
2,580,000 shares of common stock, or an aggregate of 7,740,000 shares of common
stock.  Such warrants were subsequently exercised or exchanged in June
2009 (see Note 4).  We also issued 2,250,000 shares of our common
stock to Greenview Capital, LLC and unrelated designees at the closing of the
transaction in consideration for merger advisory services.
  13
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 Conversion
Rights of Series A
 At any
time, each share of Series A is convertible into one share of common
stock.  However, the number of shares of common stock issuable upon
conversion of Series A is subject to adjustment upon the occurrence of certain
customary events, including, among others, a stock split, reverse stock split or
combination of our common stock; an issuance of our common stock or other
securities as a dividend or distribution on the common stock; a
reclassification, exchange or substitution of the common stock; or a capital
reorganization of our company. On June 24, 2010, the holders of Series A no
longer have “full-ratchet” anti-dilution price protection as it was changed to
“weighted average” anti-dilution price protection.
  Voting
Rights of Series A
  Holders
of Series A are not entitled to vote their shares with the holders of our common
stock, except for certain extraordinary corporate transactions, in which case
they vote as a separate class. Holders of Series A shall also have any voting
rights to which they are entitled by Delaware law.
  Liquidation
Rights of Series A
  In the
event of any voluntary or involuntary liquidation, dissolution or winding-up of
our company, including a merger or consolidation of our company with or into
another company, or any transfer, sale or lease by us of substantially all of
our assets, the holders of Series A will be entitled to receive out of our
assets available for distribution to stockholders, before any distribution is
made to holders of our common stock or any other series of our preferred stock,
liquidating distributions in an amount equal to $1.20 per share, plus accrued
but unpaid dividends.
  Redemption
Rights of Series A
  Series A
may not be redeemed by the Company at any time.
  Dividends
Rights of Series A
  Series A
will be entitled to receive dividends at a rate of 8% per year, payable
quarterly in arrears in cash or shares of our common stock. The Company has
accrued dividends to Series A totaling $97,500 as of June 30, 2010.
  Certain Covenant Rights and
Registration Rights of Series A
  Series A
contains certain negative covenants, such as a limitation on indebtedness, a
limitation on increases in executive compensation, an incentive compensation
plan not to exceed 10% of our outstanding common equivalent shares, and
restrictions on mergers, acquisitions and other fundamental transactions,
without the prior written consent of a majority of the holders of Series A, and
certain other affirmative covenants.  All covenants expire if Series A
position held by its majority original investor falls below 20% of the original
Series A position held by it immediately following the closing of the original
offering.
  14
 JUHL
WIND, INC.
 NOTES
TO  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
  The
Company recorded a liability and corresponding expense at December 31, 2008 in
the amount of $258,879 to account for approximated liquidated damages and late
fees to the holders of the Series A shares.  The liquidated damages
and late fees were related to the breach of covenants and rights contained in
the Registration Rights Agreement, primarily as a result of the Company’s delay
in successfully completing an effective registration statement, and to a lesser
extent, the timely payment of quarterly dividends.  The Company and
the holders of the Series A shares agreed in writing in March 2009 to pay the
$258,879 in the form of shares of common stock issuable over the period April 1
through October 1, 2009.  The Company issued approximately 146,000
shares of common stock in payment of this liability. As of June 30, 2010, there
is no remaining liability on the consolidated balance sheet.
  4.
              ISSUANCE
      OF SERIES B CONVERTIBLE PREFERRED
STOCK
  On June
29, 2009, the Company entered into a Warrant Amendment Agreement with the
holders of the Company’s Class A, Class B and Class C warrants, whereby the
holders and the Company agreed that such warrants would be exercisable solely
for the Company’s new Series B Convertible Preferred Stock (Series
B).  In conjunction with this agreement, the holders of all classes of
warrants exchanged their warrants, cash of approximately $2,339,000 and a
subscription receivable totaling approximately $197,000 for 6,607,006 shares of
the Company’s Series B. The subscription receivable was paid in full on December
31, 2009.
  Series B
contains the following terms:
  Conversion
Rights of Series B
  At any
time, each share of Series B is convertible into one share of common
stock.  However, the number of shares of common stock issuable upon
conversion of Series B is subject to adjustment upon the occurrence of certain
customary events, including, among others, a stock split, reverse stock split or
combination of our common stock; an issuance of our common stock or other
securities as a dividend or distribution on the common stock; a
reclassification, exchange or substitution of the common stock; or a capital
reorganization of our company.
  Voting
Rights of Series B
  Holders
of Series B are not entitled to vote their shares with the holders of our common
stock, except for certain extraordinary corporate transactions, in which case
they vote as a separate class. Holders of Series B shall also have any voting
rights to which they are entitled by Delaware law.
  Liquidation
Rights of Series B
  In the
event of any voluntary or involuntary liquidation, dissolution or winding-up of
our company, the holders of Series B will be entitled to receive out of our
assets available for distribution to stockholders, a pro rata liquidating
distribution on a pari passu basis with holders of the Company’s common stock
based on the number of shares convertible from the then outstanding Series B
shares.  Liquidation does not include a change in control transaction
or a merger or consolidation of the Company, any sale of all or substantially
all of its assets in one transaction or series of related transactions, or any
tender offer or exchange offer to which the holders of common stock are
permitted to tender or exchange their shares for other securities, cash or
property. Liquidation rights of our Series A is expressly senior to the rights
of Series B.
  Redemption
Rights of Series B
  Series B
may not be redeemed by the Company at any time.
  Dividends
Rights of Series B
  Series B
has no cumulative preferred dividend provisions.  Series B shall
participate in any dividends declared and paid by Juhl on its common stock on an
as-converted basis.
  15
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 Anti-Dilution
Rights of Series B
  Series B
contains provisions whereby at any time at least 25% of the Series B is
outstanding, the Company may not issue rights, options or warrants to all
holders of common stock entitling them to subscribe for or purchase shares of
common stock at a price per share that is lower than the volume weighted average
price on the date of the Series B agreement without issuing the same rights,
options or warrants to all holders on an as-converted to common stock
basis.
  5.
              WARRANT
      LIABILITY
  Upon
adoption of new accounting guidance on January 1, 2009, the Company evaluated
whether its warrants or convertible preferred stock contain provisions that
protect holders from declines in the stock price or otherwise could result in
modification of the exercise price and/or shares to be issued under the
respective warrant or preferred stock agreements based on a variable that is not
an input to the fair  value of a “fixed-for-fixed” option. The Company
determined that the all of the outstanding warrants (until June 29, 2009 upon
which all such warrants were either exercised or exchanged) contained such
provisions thereby concluding they were not indexed to the Company’s own stock
and must be treated as a derivative liability.  Prior to January 1,
2009, the warrants were considered equity instruments.  The Company
determined that while its convertible preferred stock (Series A and Series B)
contains certain anti-dilution features, the conversion feature embedded within
its convertible preferred stock does not require bifurcation or liability
treatment.
  The
Company, beginning on January 1, 2009, recognized these warrants as liabilities
at their respective fair values on each reporting date. The cumulative effect of
the change in accounting for these instruments of $12,576,816 was recognized as
an adjustment to the opening balance of stockholders’ equity at January 1, 2009.
In addition, the carrying value of Series A was reduced by $529,133 due to the
initial valuation allocated to preferred stock was determined using the relative
fair value of Series A and the related warrants issued in the original
transaction.  Series A would have been valued using its residual value
as the full fair value of the warrants would have had to been first allocated
from the net proceeds of the transaction and then the remainder to the value of
convertible preferred stock.  During  the six months ended June
30, 2009, the Company recognized a gain of $2,198,671 related to this warrant
liability representing the reduced fair value of this liability compared to the
January 1, 2009 adoption date of this guidance. No gain or loss was recognized
in 2010 relating to the warrant liability.
  As
discussed in Note 4, the conversion of all classes of warrants to Series B
eliminated the derivative accounting related to these instruments. Therefore,
the warrants that were accounted for as a liability were reclassified to
stockholders’ equity at its then-current fair value at the date of the exchange. The
Company has no warrants outstanding that require derivative
accounting.
  6.
              PROMISSORY
      NOTE RECEIVABLE
 
  In
November 2009, JEDI entered into a Development and Construction Services
Agreement (the “Development Agreement”), with a wind project.  Under
the Development Agreement, the Owner contracted with JEDI for the development,
design, construction, installation, and financing of the project’s balance of
plant. The Project’s balance of plant involves the installation of ten 2.0 MW
wind turbine generators, which are subject to a Turbine Supply Agreement
between the project owner and the turbine supplier. JEDI agreed to take a
promissory note for a portion of the expected $8.5 million construction cost of
the project together with security interest that is junior to the turbine
supplier. JEDI’s primary subcontractor has also agreed to assist JEDI in its
financing by deferring payment of its services through the acceptance of a
promissory note until permanent financing is placed on the
project.  As a part of this Development Agreement, the primary
subcontractor’s note must be paid within 180 days of the project’s
mechanical completion date (or approximately  August  29,
2010), and if this does not occur, the subcontractor may exercise legal rights
to demand payment from JEDI only as it relates to Juhl’s rights to its
promissory note and its Development Agreement, including a right of foreclosure
on the note delivered to JEDI by the project owners, which could, in turn, allow
for conversion of amounts to project equity by JEDI or its primary
subcontractor. If converted to equity, the Company estimates that the equity
fair value would be equal or greater than the carrying value of the note
receivable.  This estimate is based on electricity production and the
fair value of the Power Purchase Agreement (“PPA”) in place at the completion of
this project. The substantial completion of the project occurred in
February 2010. Neither JEDI or its primary subcontractor have collected on this
note receivable as of June 30, 2010.
  16
 JUHL
WIND, INC.
 NOTES
TO  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
  The
balance of the Promissory Note Receivable was $8,202,552 and $7,149,912,
including accrued interest of approximately $314,200  and $24,300 at
June 30, 2010 and December 31, 2009, respectively. The Note carries an interest
rate of 8%.
  7.
              CONCENTRATIONS,
      RISKS AND UNCERTANTIES
  The
Company derived approximately 65% of its revenue for the six-months ended June
30, 2010 from three customers as a result of the construction activities and
turbine sales, and 61% of its revenue for the 6-months ended June 30, 2009 were
from sales to six customers. At June 30, 2010 and December 31, 2009, 88% and 95%
of the Company's accounts receivable were due from one and two customers,
respectively.
  8.
              ACCOUNTS
      RECEIVABLE
  Accounts
receivable consists of the following:
  June
      30,
                2010
              
              
              December 31,
                2009*Wind
      farm development/management
              
              $
              43,989
              
              
              $
              310,108Construction
              
              
              44,885
              
              
              
              -Turbine
      sales and service
              
              
              999,533
              
              
              
              1,307,866Subtotal
              
              $
              1,088,407
              
              
              $
              1,617,974
 
 *
              Derived
      from December 31, 2009 audited financial
  statements
  9.
              INVENTORIES
  Inventories
consist of the following:
  June
      30,
                2010
              
              
              December 31,
                2009*Materials
      and supplies
              
              $
              90,783
              
              
              $
              298,145Work
      –in-progress
              
              
              16,688
              
              
              
              54,265$
              107,471
              
              
              $
              352,410
  
 *
                Derivedfrom
      December 31, 2009 audited financial
statements
  17
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 10.
              PROPERTY
      AND EQUIPMENT
  Property
and equipment consists of the following:
  June
      30,
                2010
              
              
              December 31,
                2009*Land
              
              $
              17,500
              
              
              $
              17,500Building
      and improvements
              
              
              268,525
              
              
              
              238,120Equipment,
      including vehicles
              
              
              402,348
              
              
              
              380,856Construction
      in process
              
              
              3,859
              
              
              
              31,030Subtotal
              
              
              692,231
              
              
              
              667,506Less
      Accumulated depreciation
              
              
              (267,000
              )
              
              
              (237,467
              )Total
              
              $
              425,231
              
              
              $
              430,039
  
 *
              Derived
      from December 31, 2009 audited financial
  statements
  11.
              CONSTRUCTION
      CONTRACTS
  The
status of construction contracts is as follows:
  June
      30, 2010
                (unaudited)
              
              
              December
      31,
                2009*Costs
      incurred on uncompleted contracts
              
              $
              8,121,147
              
              
              $
              8,692,791Deferred
      turbine costs
              
              
              -
              
              
              
              249,500Estimated
      earnings recognized
              
              
              423,709
              
              
              
              412,840Less:  billings
      to-date
              
              
              (7,923,377
              )
              
              
              (8,586,031
              )Totals
              
              $
              621,479
              
              
              $
              769,070Included
      in the accompanying balance sheet under the following
      captions:Costs
      and estimated earnings in excess of billings
              
              
              621,479
              
              
              $
              769,070Billings
      in excess of costs and estimated earnings
              
              
              -
              
              
              
              -Totals
              
              $
              621,479
              
              
              $
              769,070
  
 *
              Derived
      from December 31, 2009 audited financial
  statements
  12.
              INCOME
      TAXES
  The
Company files a consolidated tax return inclusive of each of its wholly-owned
subsidiaries, JES (formerly DanMar), JEDI, and NextGen.  The Company’s
provision for income taxes includes only the effects of operating activities
subsequent to the dates of acquisition as disclosed in Note 1 above, since each
of the entities had elected Subchapter S status for all periods prior to
acquisition. Upon acquisition, the Subchapter S elections were automatically
terminated.
  The
Company has recorded deferred tax assets and liabilities arising from the
anticipated timing differences recorded in the financial statements and income
tax returns for various accrued expenses, accounting methods used in computing
depreciation and revenue recognition and benefits from net operating loss
carryforwards.
  18
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 The
income tax benefit for the six month periods ended June 30, 2010 and 2009
consists of the following components:
  2010
              
              
              2009Current
              
              $
              -
              
              
              $
              -Deferred
              
              
              (111,000
              )
              
              
              -Total
      income tax benefit
              
              $
              (111,000
              )
              
              $
              -
  The
components of the deferred income tax asset and liability as of June 30, 2010
and December 31, 2009 are as follows:
  2010
              
              
              2009*Current
      deferred income tax asset:Accrued
      vacation and officer’s compensation
              
              $
              18,000
              
              
              $
              12,000Reserves
      for warranty and doubtful accounts
              
              
              18,000
              
              
              
              26,000Net
      operating loss carryforward
              
              
              440,000
              
              
              
              440,000Less
      valuation allowance
              
              
              (268,000
              )
              
              
              (268,000
              )Total
              
              $
              208,000
              
              
              $
              210,000
 Non-current
      deferred income tax asset:Stock
      compensation expense
              
              $
              555,000
              
              
              $
              431,000Deferred
      revenue/other
              
              
              344,000
              
              
              
              224,000Net
      operating loss carryforward
              
              
              648,000
              
              
              
              310,000Less
      valuation allowance
              
              
              (787,000
              )
              
              
              (320,000
              )Total
              
              $
              760,000
              
              
              $
              645,000Current
      deferred income tax liability:Completed
      contract accounting
              
              $
              169,000
              
              
              $
              165,000Non-current
      deferred income tax liabilityDepreciation
              
              $
              29,000
              
              
              $
              31,000
  Deferred
income taxes are presented on the balance sheet under the following captions at
June 30, 2010 and December 31, 2009:
  2010
              
              
              2009*Current
      assets
              
              $
              39,000
              
              
              $
              45,000Noncurrent
      assets
              
              
              731,000
              
              
              
              614,000Total
              
              $
              770,000
              
              
              $
              659,000
  
 *
              Derived from
      December 31, 2009 audited financial
  statements
  In
assessing the realization of deferred tax assets, the Company’s management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized.  The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become
deductible.  The Company’s management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment. As of June 30, 2010, a valuation allowance
of $1,055,000 has been recognized for deferred tax assets.
  19
  JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 At June
30, 2010, the Company has approximately a $2.7 million federal net operating
loss carryforward of approximately which will expire in the year
2028.
  The
following represents the reconciliation of the statutory federal tax rate and
the effective tax rate for the six months ended June 30, 2010:
  Statutory
      tax rate
              
              $
              (508,000
              )
              
              
              34.0
              %States
      taxes, net of federal benefit
              
              
              (89,000
              )
              
              
              6.0Nondeductible
      income/expenses
              
              
              4,000
              
              
              
              (.2
              )Other,
      net
              
              
              15,000
              
              
              
              (.2
              )Increase
      in valuation allowance
              
              
              467,000
              
              
              
              (26.0
              )$
              (111,000
              )
              
              
              13.6
              %
  13.
              PROMISSORY
      NOTE PAYABLE
  In
November 2009, JEDI entered into a Balance of Plant Construction Services
Agreement (the “Construction Agreement”), with a subcontractor relating to a
wind project.  Under the Construction Agreement, the JEDI contracted
with the subcontractor for the construction services for certain aspects of the
project’s balance of plant. The Project’s balance of plant involves the
installation of ten 2.0 MW wind turbine generators. The subcontractor has agreed
to assist JEDI in its financing by deferring payment of its services through the
acceptance of a promissory note until permanent financing is placed on the
project. As a part of this Construction Agreement, the primary subcontractor’s
note must be paid within 180 days of the mechanical completion of the project
(or approximately August 29, 2010), and if this does not occur, the
subcontractor may exercise legal rights to demand payment from JEDI only as it
relates to Juhl’s rights to its Development Agreement with the project owners,
including a right of foreclosure on the note delivered to the subcontractor by
JEDI, which could, in turn, allow for conversion of amounts to project equity by
the subcontractor. The substantial completion of the project occurred in
February 2010.
  The
balance of the Promissory Note Payable was $8,202,552 and $7,149,912, including
accrued interest of approximately $314,000 and $24,300 at June 30, 2010 and
December 31, 2009, respectively. The Note carries an 8% interest
rate.
  14.
              STOCK-BASED
      COMPENSATION
  The
Company has a incentive compensation plan to provide stock options, stock
issuances and other equity interests in the Company to employees, directors,
consultants, independent contractors, and advisors of the Company and other
person who is determined by the Committee of the Board of Directors of the
Company to have made (or expected to make) contributions to the Company. As of
June 30, 2010, the Company has 1,652,111 shares available for award under the
plan.
  Stock
Options
  The
Company has granted to key employees and directors of the Company 1,245,000
options to purchase common shares under the above plan.  In addition,
the Company issued an additional 500,000 stock options to a director in June
2009 outside of the plan. The outstanding stock options carry an exercise price
ranging from of $1.00-$2.11 per share and expire ten years from the date of
grant.  The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model with the following
assumptions, underlying price ranging from $1.00 to $3.05, dividend yield of 0%,
expected volatility ranging from 96% to 104%, risk-free interest rate of 4%, and
average expected life of 6 years. Based on pricing model, the company expensed
approximately $308,000 and $498,000 of stock compensation in the six-month
period ended June 30, 2010 and 2009, respectively.
 20
 JUHL
WIND, INC.
 NOTES
TO  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 A summary
of the Company’s stock option plan as of June 30, 2010 and changes during the
period then ended is listed below:
  
 Outstanding
      at January 1, 2010
              
              
              1,745,000Granted
              
              
              —Exercised
              
              
              —Expired
              
              
              —Forfeited
              
              
              —Outstanding
      at June 30, 2010
              
              
              1,745,000Options
      exercisable at the end of the period
              
              
              857,435
  As of
June 30, 2010, there was approximately $757,000 total unrecognized compensation
expense cost.  This cost is expected to be recognized over a
weighted-average period of 3 years.
  Warrants
  The
Company has issued common stock warrants to individuals or firms for consulting
and investor relations services. A summary of the warrants are as
follows:
  Issue date
              
              Number of warrants
              
              Expiration Date
              Exercise Price per
                shareDecember
      2008
              
              
              50,000
              
              June
      2013
              $7.00
      - $10.00December
      2009
              
              
              100,000
              
              December
      2014
              $1.25Total
              
              
              150,000
  All of
the warrants are vested and allow the holder to purchase common stock at the
exercise prices shown above.  To determine fair value of the warrants
issued for the purposes of measuring stock compensation expense, the Company
uses the Black-Scholes pricing model with the following assumptions, dividend
yield of 0%, expected volatility of 96-102%, risk-free interest rate of 4%, and
expected life of 5 years.  The Company recognized no stock
compensation expense to non-employees during the three month periods ending June
30, 2010 and 2009.
  15.
              LICENSING
      ARRANGEMENT
  In July
2009, NextGen entered into a non-exclusive Manufacturing License and Reseller
agreement with an unrelated company. The agreement provides that NextGen will
license its small turbine technology and, among other things, grants a right to
manufacture units over a 20 year period. The agreement also provides for
exclusive distribution rights in certain areas of the United
States.  NextGen will receive payments of $1 million for granting
these rights under this agreement.  Revenue will be amortized over the
20 year period.   For the period ended June 30, 2010, licensing
revenue of $25,000 is included in Turbine Sales and Service revenue in the
financial statements.  Licensing deferred revenue of approximately
$837,000 and $512,000 is included on the balance sheet as of June 30, 2010 and
December 31, 2009, respectively, in deferred revenue.
  16.
              BUSINESS
      SEGMENTS
  The
Company groups its operations into two business segments–Wind Farm Development
and Management  and Consumer-owned Renewable Energy products. 
The Company's business segments are separate business units that offer different
products. The accounting policies for each segment are the same as those
described in the summary of significant accounting policies. Corporate assets
include: cash and cash equivalents, short-term investments, deferred income
taxes, and other assets.
  21
 JUHL
WIND, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 The
following is information for each segment for the six-month periods ended June
30, 2010 and 2009:
  Wind Farm
                Development
                and
                Management
              
              
              Consumer-
                Owned
                Renewable
                Energy
              
              
              ConsolidatedFor
      the Six-Month Period Ended June 30, 2010Wind
      farm development/mgmt
              
              $
              287,971
              
              
              $
              2,400
              
              
              $
              290,371Turbine
      sales and service
              
              
              260,280
              
              
              
              539,881
              
              
              
              825,161Related
      party revenue
              
              
              161,899
              
              
              
              -
              
              
              
              161,899Construction
      contract revenue
              
              
              1,020,254
              
              
              
              5165
              
              
              
              1,025,419Total
      revenue
              
              $
              1,730,404
              
              
              $
              572,446
              
              
              $
              2,302,850Loss
      from operations
              
              $
              (1,236,197
              )
              
              $
              (276,338
              )
              
              $
              (1,512,535
              )Other
      income (loss), net
              
              
              28,036
              
              
              
              (10,886
              )
              
              
              17,150Loss
      before income tax benefit
              
              $
              (1,208,161
              )
              
              $
              (287,224
              )
              
              $
              (1,495,385
              )Identifiable
      assets at June 30, 2010
              
              $
              11,493,811
              
              
              $
              376,083
              
              
              $
              11,869,894Corporate
      assets
              
              
              
              
              
              
              
              
              
              
              4,336,992Total
      assets at June 30, 2010
              
              
              
              
              
              
              
              
              
              $
              16,206,886
  Wind Farm
                Development
                and
                Management
              
              
              Consumer-
                Owned
                Renewable
                Energy
              
              
              ConsolidatedFor
      the Six-Month Period Ended June 30, 2009Wind
      farm development/management
              
              $
              339,889
              
              
              $
              -
              
              
              $
              339,889Turbine
      Sales and Service
              
              
              -
              
              
              
              265,744
              
              
              
              265,744Related
      party revenue
              
              
              50,813
              
              
              
              -
              
              
              
              50,813Construction
      contract revenue
              
              
              
              
              
              
              9,569
              
              
              
              9,569Other
              
              
              1,929
              
              
              
              -
              
              
              
              1,929Total
      revenue
              
              $
              392,631
              
              
              $
              275,313
              
              
              $
              667,944Income
      (loss) from operations
              
              $
              (1,471,647
              )
              
              $
              (244,300
              )
              
              $
              (1,715,947
              )Other
      income (loss), net
              
              
              2,270,510
              
              
              
              (16,851
              )
              
              
              2,253,659Income
      (loss) before income taxes
              
              $
              798,863
              
              
              $
              (261,151
              )
              
              $
              537,712Identifiable
      assets at March 31, 2009
              
              $
              1,182,602
              
              
              $
              1,013,047
              
              
              $
              2,195,649Corporate
      assets
              
              
              
              
              
              
              
              
              
              
              5,514,903Total
      assets at March 31, 2009
              
              
              
              
              
              
              
              
              
              $
              7,710,552
  22
  JUHL
WIND, INC.
 NOTES
TO  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
 17.
              TRANSACTIONS
      WITH RELATED PARTIES
  The
Company provides wind farm management services to entities that are controlled
by the Company’s Chief Executive Officer and family members. This revenue is
shown on the face of the consolidated statement of operations.  The
fees are billed at rates similar to fee structures charged to unrelated
parties.
  18.
              COMMITMENTS
      AND CONTINGENCIES
  Construction
Services Agreements
  The
Company enters into construction services agreements with third parties for the
construction of wind projects. The construction services agreements provide for
a fixed price, subject to change orders pursuant to changes in work scope or
work conditions. The construction fees are generally billable on a monthly
basis. At June 30, 2010, the Company was substantially complete with the
construction of two wind projects in Minnesota with a combined estimated
contract value of $9 million.
  Development
Agreements
  The
Company enters into development agreements with third parties for the
development of wind projects. The development agreements call for development
fees ranging from 3% to 5% of the total project cost. The development fees are
generally paid by the project owners in installments:   upon
signing of the development agreement (ranging from 2-10% of the fee), signing of
the power purchase agreement (approximately 5% of the fee), upon availability of
funding and signing of the PPA (approximately 40% of the fee), and the remaining
50% is due at the commercial operation date of the project. As of June 30, 2010,
the Company was involved with various development agreements at different stages
within the contracts. The Company was also involved with several new projects
for which development agreements have not been signed.
  Turbine
Supply
  The
Company may enter into turbine supply agreements whereby it will purchase wind
turbines from turbine equipment suppliers and resell the components to wind
project owners. The Company incurs risks of ownership during the course of
shipment and delivery to the project site. The Company passes through the
warranty and performance obligations of the manufacturer onto the project
owners.
  Management
Agreements
  The
Company has three agreements in place for operational wind projects to perform
management services for those projects. The agreements provide monthly
management fees equal to 2% of the project’s gross sales. These agreements also
provide payments for general and administrative fees, maintenance fees, and any
other out-of-pocket expenses for the project. The contracts expire at various
dates through 2015. The agreements may be terminated by the wind farm upon the
last day of the month that is at least 30 days after the Company has received
written notice of the intent to terminate the agreement.
  Turbine
Maintenance Agreements
  The
Company has agreements in place to perform turbine maintenance services for two
wind farm projects, and from time to time will engage in additional maintenance
services on a time and materials basis. The agreements provide quarterly or
annual payments on a per-turbine basis. The agreements at various dates through
2014. The agreements may only be terminated in the event of
non-performance.
  Administrative
Services Agreements
  The
Company has four agreements in place for operational wind projects to perform
administrative services for those projects. These agreements provide quarterly
payments in advance or in arrears of services performed. Payments range from
$4,000 to $5,000 per quarter, and will continue through the change of percentage
ownership date, as defined by the administrative services agreements, and will
be renewed annually without any additional action. The agreements may be
terminated by the wind farm upon at least 90 days written notice to the
Company.
 
 23
 JUHL
WIND, INC.
 NOTES
TO  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
JUNE 30, 2010 AND 2009
  19.
              NON-CONSOLIDATED
      VARIABLE INTEREST ENTITIES
  Generally
accepted accounting principles provide a framework for identifying variable
interest entities (VIE’s) and determining when a company should include the
assets, liabilities, non-controlling interest, and results of activities of a
VIE in its consolidated financial statements.  In general, a VIE is a
corporation, partnership, limited liability corporation, trust, or any other
legal structure used to conduct activities or hold assets that either (1) has an
insufficient amount of equity to carry out its principal activities without
additional subordinated financial support, (2) has a group of equity owners that
are unable to make significant decisions about its activities, or (3) has a
group of equity owners that do not have the obligation to absorb losses or the
right to receive returns generated by its operations.   A VIE
should be consolidated if a party with an ownership, contractual, or other
financial interest in the VIE (a variable interest holder) has the power to
direct the VIE’s most significant activities and the obligation to absorb
losses or right to receive benefits of the VIE that could be significant to the
VIE.  A variable interest holder that consolidates the VIE is called
the primary beneficiary.  Upon consolidation, the primary beneficiary
generally must initially record all of the VIE’s assets, liabilities, and
non-controlling interests at fair value and subsequently account for the VIE as
if it were consolidated based on majority voting interest.
  As more
fully described in Note 6,  Juhl Energy Development (JEDI) entered
into a Development and Construction Services Agreement in November 2009 with a
special purpose limited liability company which was formed to own a wind
farm  project in Minnesota.  Under this agreement, JEDI
contracted with the existing owners of the wind farm project for the
development, design, construction, installation, and construction period
financing of the project’s balance of plant.  JEDI agreed to take a
promissory note for a portion of the expected $8.5 million construction cost of
the project together with security interest that is junior to the turbine
supplier. JEDI’s primary subcontractor has also agreed to assist JEDI in its
financing by deferring payment of its services through the acceptance of a
promissory note until permanent financing is placed on the
project.  The Company does not maintain any ownership interest in the
special purpose entity. The Company has determined that this special purpose
limited liability company is a VIE.
  A major
wind turbine manufacturer has also accepted a note receivable for approximately
$30 million as their turbines are being constructed on the wind farm within this
special purpose limited liability company.  The turbine manufacturer
has more risk exposure as it relates to this entity and has been granted certain
decision rights, superior to JEDI, that most significantly impact the economic
performance of the special purpose limited liability company.  Based
on this analysis, JEDI has determined that the wind turbine manufacturer is the
primary beneficiary for this VIE.
  The
Company’s evaluation of whether it qualifies as the primary beneficiary of VIEs
is highly complex and involves significant judgments, estimates and assumptions.
The Company generally utilizes expected cash flow scenarios to determine our
interest in the expected losses or residual returns of VIEs and perform
qualitative analysis of the activities that most significantly impact the VIEs’
economic performance and whether we have the power to direct those
activities.
  At June
30, 2010, the Company held the following investments that were evaluated against
the criteria for consolidation and determined that it is not the primary
beneficiary of the investments and therefore consolidation in the Company’s
financial statements is not required:
  Asset types
              
              Purpose
              
              Book ValuePromissory
      note receivable
              
              Construction
      contract note with owners
              
              $
              8,202,552Reimbursable
      project costs
              
              Cost
      advances to wind farm project
              
              
              193,961Costs
      and profits in excess of billings
              
              Construction
      contract
              
              
              617,217Promissory
      note payable
              
              Construction
      contract note with subcontractor
              
              
              (8,202,552
              )
 
 20.
              PURCHASE
      COMMITMENT
  In April
2010, the Company entered into a purchase commitment for wind turbines for a
total of approximately $2.6 million.  The Company expects to use such
turbines for a project to be commissioned in 2010.
  24
  
 Item
      2.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
 
 The
following discussion should be read in conjunction with our financial statements
and the notes thereto which appear elsewhere in this report. The results shown
herein are not necessarily indicative of the results to be expected in any
future periods. This discussion contains forward-looking statements based on
current expectations, which involve uncertainties. Actual results and the timing
of events could differ materially from the forward-looking statements as a
result of a number of factors.
 
 Forward-Looking
Statements
 
 The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, the Financial Statements of the Company
and Notes thereto included elsewhere in this Report. Historical results and
percentage relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period. The
statements, which are not historical facts contained in this Report constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other Securities and Exchange
Commission filings.
 
 Overview
of Our Business
 
 Juhl Wind
provides development, systems operation and maintenance, construction
contracting, oversight and general consulting services to wind farm projects
throughout the Midwestern United States. Additionally, it sells consumer-owned
renewable energy products such as remanufactured small wind turbines and solar
systems.  Our ultimate goal is to primarily build 5 to 80 megawatt
(MW) size wind farms jointly owned by local communities, farm owners,
environmentally concerned investors, and our Company.  The wind farms
are connected to the general utility electric grid to produce clean,
environmentally-sound wind power for use by the electric power
industry.
 
 We
specialize in the development of community wind power systems, and we believe
that we are among the leaders in the field. Our growth strategy is anchored by
the competitive advantage of our portfolio of completed projects coupled with
the projects we currently have under development. Our plan is to continue to
provide the full range of development services across each phase of development,
which we expect will grow our revenue and profitability from each project under
development.
 
 Since
1999, we have developed 15 wind farms, accounting for approximately 119
megawatts of wind power, that currently operate in the Midwest region of the
United States. We are presently engaged in various aspects of the development of
28 wind farms totaling approximately an additional 450 megawatts of community
wind power systems.
  We hold
contract rights, are involved with projects in development and under
negotiation, and provide development activities in the wind power industry. Our
contract rights also include administrative services agreements which call for
management and administrative services to be provided for seven existing
Minnesota wind farm developments.  Our assets include eight
development services agreements, fourteen projects in early development stages,
and six agreements to conduct wind power feasibility studies.
 
 Community
Wind Power
 
 Our
projects are based on the formation of partnerships with the farmers upon whose
land the wind turbines are installed.  Over the years, this type of
wind power has been labeled “community wind power” because the systems are
locally owned by the farmers themselves and/or other local stakeholders. Our
Chairman and Principal Executive Officer, Daniel J. Juhl, was one of the
creators of community wind power in the United States. Community wind power is a
specialized sector in the wind energy industry that differs from the large,
utility-owned wind power systems that are also being built in the United
States.  Community wind power is a form of community-based energy
development (C-BED). Various states, including Minnesota, have enacted C-BED
initiatives, which include mechanisms to support community wind power and are
intended to make it easier for community wind power projects to be successful
without putting an excessive burden on utilities.
 
 Historically,
landowners in rural areas could only benefit from the development of wind farms
in their community by leasing their land to large wind developers. These large
developers would then sell the wind energy to the local utility company and
retain a majority of the project’s profits. We provide what we believe is a
better alternative for local communities by specifically concentrating on C-BED
wind power projects that are locally owned by farmers, investors, businesses,
schools, utilities, or other public or private local entities. As a result, we
believe that community wind power projects keep more dollars in local
communities, preserve local energy independence, and protect the environment.
Our goal, and Mr. Juhl’s focus in the past, is to share ownership with farmers
and to build a network of farmer-owned community wind power
systems.
  25
  Management
 
 Mr. Juhl
is an acknowledged expert in the wind power field and is considered a pioneer in
the wind industry having been active in this field since 1978.  He was
a leader in the passage of specific legislation supporting wind power
development in the states of Minnesota and Nebraska.  John Mitola, our
President, is also considered an expert in the energy field having focused his
career on energy efficiency, demand side management and independent power
development.   He has significant experience in the energy
industry and electric industry regulation, oversight and governmental
policy.
 
 Further,
our management team has been involved in the wind power industry for more than
30 years. We have experience in the design, manufacture, maintenance and sale of
wind turbines, as well as the full-scale development of wind farms.
  Business
Strategy
 
 Our
strategy is to leverage our portfolio of existing projects and to take on new
developments located in the Midwestern United States and Canada, where the
following important conditions exist for successful developments: acceptable
wind resources, suitable transmission access and an appropriate regulatory
framework providing acceptable power purchase agreements and long-term utility
agreements. Based on our pipeline of projects, we believe that we will
experience consistent growth in the number of projects completed and the number
of projects for which we are providing operational oversight. We expect that the
continued growth in our project pipeline will act as a key competitive advantage
as the community wind power industry grows throughout the United States and
Canada.
  In order
to maintain our competitive advantage in the community wind power industry, we
have entered into a frame order agreement with a wind turbine generator supplier
for the supply and purchase of wind turbine generators for certain of our
community wind power projects through December 31, 2012.   This
agreement gives us the assurance that we will have access to wind turbine
generators for our community wind power projects currently in
development.  Other features of this agreement with this turbine
manufacturer is that the turbine manufacturer is committed to participate in
financing certain projects and will provide us the ability to acquire equity in
the turbine manufacturer under certain conditions.  The frame order
agreement does not contain any minimum purchase commitment for wind turbines,
although it does allow the Company to obtain an incentive in the form of stock
warrants for the purchase of ownership interests of the turbine supplier if
certain purchase levels are reached.  In addition to the frame order
agreement, we have entered into a non-binding term sheet with a turbine supplier
to provide wind turbine generators for four projects currently under development
totaling approximately 150 MW. The procurement of these wind turbines are
subject to the completion of definitive agreements for the terms of supply,
construction and financing arrangements.
  Our
Company’s involvement in the sale of consumer-owned renewable energy products
commenced in November 2008 as a result of the acquisition of Next Generation
Power Systems, Inc. (“Next Gen”).  Prior to the acquisition, Dan Juhl
had been a significant shareholder in NextGen since it was organized in
2004.   NextGen restores small wind turbines in the 30 KW class for
sale to consumers for on-site electricity generation.  NextGen also
provides solar-powered systems that allow small businesses and consumers to
generate or store electrical power for on-site use or emergency
backup.   In July 2009, NextGen entered into a 20 year,
non-exclusive Manufacturing License and Reseller Agreement with an Ohio entity
for purposes of expanding production and sale of small wind turbines. The
agreement, among other things, specifies a sales territory, sales quota and
requirements with regard to establishing a production facility. In conjunction
with this agreement, NextGen has collected licensing fees
of  approximately $884,000 as of June 30, 2010 and expects an
additional $116,000 during the remainder of
2010.    During 2010, NextGen has been focusing its business
on the design, testing and production of its own 35 KW class turbine. We expect
this turbine to be commercially ready for distribution in the fourth quarter
2010.
 
 Factors
Affecting Our Operating Results
 
 Demand
 
 Demand
for wind power in the United States is growing rapidly and we believe the call
for growth in community wind power is increasing as well. Community wind power
systems will make up a segment of this growth, leading to what we estimate will
be significant growth in community wind systems.
 
 Growth in
wind power is being driven by several environmental, socio-economic and energy
policy factors that include:
 
 ·
              ongoing
      increases in electricity demand due to population growth and growth in
      energy consuming devices such as computers, televisions and air
      conditioning systems,
  26
  ·
              the
      increasing cost of the predominant fuels required to drive the existing
      fleet of conventional electric generation such as coal, natural gas,
      nuclear and oil,
 
 ·
              the
      increasing cost and difficulty faced in the construction of conventional
      electric generation plants,
 
 ·
              existing
      and growing legislative and regulatory mandates for “cleaner” forms of
      electric generation, including state renewable portfolio standards and the
      U.S. federal tax incentives for wind and solar generation, including the
      Recovery and Reinvestment Act enacted in February
  2009,
 
 ·
              ongoing
      improvements to wind power systems making them more cost effective and
      improving availability to meet demand,
and
 
 ·
              worldwide
      concern over greenhouse gas emissions and calls to reduce global warming
      due to the carbon dioxide produced by conventional electric
      generation.
 
 In light
of these factors and the resulting increase in demand for wind power, we believe
that we are uniquely positioned to experience significant year-over-year growth
and development of specific community wind farms throughout the United States.
We can provide full-scale development of wind farms across the range of required
steps including performing initial feasibility studies, assisting in power
purchase negotiations, arranging equity and debt project financing, providing
equipment and  construction services, and managing
operations.
  Debt and Equity Financing
Markets
 
 Wind farm
development projects are dependent on the ability to raise debt and equity
financing to fund the turbine and substation components, construction costs and
other development expenses. We assist project owners in identifying sources of
debt and equity capital as a part of our development efforts. We have expended
significant efforts on behalf of our construction-ready wind farm projects to
identify sources of debt and equity financing in order to proceed to the actual
construction phase.  The debt and equity sources include financiers
who are based in foreign countries and have experience in wind energy
projects.  It is our belief that many wind farm project owners across
the U.S. are facing similar difficulties in arranging project financing as well,
particularly construction financing.  The difficulties in obtaining
financing is  especially  evident within U.S. based banking
institutions who face tight regulatory lending conditions resulting from the
recent recessionary economy and  a banking crisis that led to U.S.
government bailout programs in 2008.  The slowdown in new wind farm
construction has led to increase in wind turbine inventory around the country,
and we are observing that turbine suppliers are also becoming a source of
capital in the construction financing of wind farm projects.  We expect
credit conditions to improve and we will assist project owners in seeking
foreign sources of debt and equity capital as well as examining federal and loan
guarantee programs as an additional means of securing project
financing.
 
 Site
Selection
 
 Wind,
however, is intermittent and electricity generated from wind power can be highly
variable. Good site selection and advantageous positioning of turbines on a
selected site are critical to the economic production of electricity by wind
energy. In our experience, the primary cost of producing wind-powered
electricity is the turbine equipment and construction cost. As an intermittent
resource, wind power must be carefully positioned into the electric grid along
with other generation resources and we believe Juhl Wind has demonstrated the
expertise necessary to work with local electric utilities to affect the proper
integration plan.   As such, we intend to continue to identify new
sites to produce wind energy through the community wind power model
throughout the United States and Canada with a focus on the Midwestern region of
the U.S.
 
 Recent Developments in
Government Regulation
 
 Recently
enacted governmental regulations which affect the wind industry in general and
the Company in particular include the following measures:
 
 Production Tax Credits (PTC).
  The PTC provides wind energy generators with a credit against
federal income taxes, annually adjusted for inflation, for duration of ten years
from the date that the wind turbine is placed into service. In 2010, the PTC is
$22 per megawatt hour (or 2.2 cents per kilowatt hour).  Wind energy
generators with insufficient taxable income to benefit from the PTC may take
advantage of a variety of investment structures to monetize the tax
benefits.
 
 The PTC
was originally enacted as part of the Energy Policy Act of 1992 for wind parks
placed into service after December 31, 1993 and before July 1, 1999. The PTC
subsequently has been extended six times, but has been allowed to lapse three
times (for periods of three, six and nine months) prior to retroactive
extension. Currently, the PTC is scheduled to expire on December 31,
2012.  This expiration date reflects a three-year extension passed
under the American Recovery and Reinvestment Act enacted in February
2009.
  27
  Renewable Energy Certificates
(REC).  A
REC is a stand-alone tradable instrument representing the attributes associated
with one megawatt hour of energy produced from a renewable energy source. These
attributes typically include reduced air and water pollution, reduced greenhouse
gas emissions and increased use of domestic energy sources. Many states use RECs
to track and verify compliance with their RPS programs. Retail energy suppliers
can meet the requirements by purchasing RECs from renewable energy generators,
in addition to producing or acquiring the electricity from renewable sources.
Under many RPS programs, energy providers that fail to meet RPS requirements are
assessed a penalty for the shortfall, usually known as an alternative compliance
payment. Because RECs can be purchased to satisfy the RPS requirements and avoid
an alternative compliance payment, the amount of the alternative compliance
payment effectively sets a cap on REC prices. In situations where REC supply is
short, REC prices approach the alternative compliance payment, which in several
states is approximately $50 to $59 per megawatt hour. As a result, REC prices
can rival the price of energy and RECs can represent a significant additional
revenue stream for wind energy generators. In our community wind projects, the
rights to the RECs are maintained by the power purchaser, such as a utility
company, as a part of a power purchase contract.
  American Recovery and Reinvestment
Act of 2009 (the “Recovery Act”). On February 13, 2009, the
U.S. Congress passed a stimulus package known as The American Recovery and
Reinvestment Act  of 2009 (the
“Recovery Act”).  The Recovery Act has the potential to substantially
impact the market for renewable energy initiatives. Approximately $40 billion in
spending was appropriated for clean energy initiatives and an additional $20
billion is estimated for new and modified tax incentives.  According
to a discussion at Windindustry.org, the Recovery Act’s goal opens up new
sources of funding for renewable energy at a time when the wind energy industry
is set for even more growth.  The Recovery Act contains a number of
provisions that focus on the growth of the wind industry.  Some of the
pertinent provisions of the Recovery Act include the following: (i) three-year
extension of the federal wind energy production tax credit (PTC) so that
eligible projects placed in service by the end of 2012 will qualify for the
credit; (ii) option for a thirty percent (30%) investment tax credit (ITC)
instead of the PTC; (iii) option to convert the ITC into a cash grant for wind
projects placed in service before 2013; (iv)  eliminates the dollar
cap on residential small wind and solar for ITC purposes, and (v) additional
loan guarantees, bonds and tax incentives.   These programs
enacted under the Recovery Act allow community wind farms, such as our Company,
to take advantage of these funding opportunities.
 
 Per
Windindustry.org, wind facilities that qualify for the PTC can now make an
irrevocable decision to take 30% ITC in lieu of the PTC.  In order to
do so, the project must be placed into service by December 31, 2012, and the PTC
will no longer be available for the project.  This has the potential
to attract more investors who may not have enough passive activity income to
realize the PTC.  Which credit a taxpayer uses will depend upon an
analysis of the project revenue and cost projections as well as analysis of the
investor tax appetite.
 
 Further,
if the project qualifies for the PTC or the ITC and is placed into service
before the end of calendar year 2010 (or it begins construction by the end of
calendar year 2010 and is placed into service before 2013), the project can
choose to apply to the Treasury Department for a cash grant that is equal to 30%
of the qualified costs of the project.  This cash grant is in lieu of
both the PTC and ITC.  This means the value of the ITC can be
realized, even if the taxpayer cannot take advantage of the
credit.  The rules and application guidelines for this program are
currently being established by the Department of Energy.  We believe
that the cash grant program will allow us to enhance our ability to attract
equity investors for our community wind projects.
 
 The
Recovery Act removes the $4,000 cap on small wind credit so taxpayers can now
take the full 30% credit for a qualified small wind system.  It also
provides for an additional $1.6 billion for Clean Renewable Energy Bonds (CREBs)
that are used to finance renewable energy.  Previously, these bonds
have been given at 0% interest rate, and the bondholder receives a tax credit in
lieu of bond interest.
 
 The
Department of Energy received an extension of its authority to provide loan
guarantees for qualified technologies under Title XVII of the federal Energy
Policy Act of 2005 and an additional $6 billion for this
program.  Eligible technologies include electricity-generating
renewable energy projects.
 
 Basis
of Presentation
 
 Our
financial statements are prepared in accordance with the rules and regulations
of the SEC.
 
 On June
24, 2008, we entered into a Securities Exchange Agreement with Juhl Energy
Development, Inc. (“Juhl Energy”) and Juhl Energy Services, Inc. (formerly known
as DanMar and Associates, Inc.) (“Juhl Energy Services”) (the “share exchange
transaction”), as previously reported.  At that time, we succeeded to the
wind farm development and management business of Juhl Energy and Juhl Energy
Services, and Juhl Energy and Juhl Energy Services became our wholly-owned
subsidiaries.
 
 For
accounting purposes, Juhl Energy was the acquirer in the share exchange
transaction, and consequently the transaction is treated as a recapitalization
of the company.  Juhl Energy Services was accounted for in a manner
similar to pooling of interests due to common control ownership.
  On
October 31, 2008, we acquired all of the issued and outstanding shares of common
stock of NextGen.  Our acquisition of NextGen was accounted for in a
manner similar to pooling of interests due to common control ownership. The
assets and liabilities of NextGen were combined at historical cost for the
portion (54%) under common control and at fair value for the non-controlling
interest.  The revenue and expense activities of NextGen are included
in the accompanying statement of operations for the periods ended June 30, 2010
and 2009. The following discussion of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included in this prospectus.
  28
  Juhl
Energy, Juhl Energy Services (formerly known as DanMar and Associates) and
NextGen’s financial statements are our historical financial
statements.
  Significant
Accounting Estimates
  We review all significant estimates
affecting our consolidated financial statements on a recurring basis and record
the effect of any necessary adjustment prior to their publication. Uncertainties
with respect to such estimates and assumptions are inherent in the preparation
of financial statements; accordingly, it is possible that actual results could
differ from those estimates and changes to estimates could occur in the near
term. The preparation of our consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of the contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period.The Company uses estimates and
assumptions in accounting for the following significant matters, among others:
revenue recorded from the development agreements is a significant estimate based
on a percentage of estimated project costs and the percentage of completion
method used to recognize construction contract revenue; realizability of
accounts and notes receivable; valuation of deferred tax assets, stock based
compensation and warrants, determination of the primary beneficiary of a
variable interest entity, and other contingencies.Revenue from the development agreements
is adjusted to reflect actual costs incurred by the project upon the commercial
operation date.  Accordingly, actual revenue may differ from
previously estimated amounts, and such differences may be material to the
financial statements. The Company periodically reviews estimates and
assumptions, and the effects of any such revisions are reflected in the period
in which the revision is made.
 
 As of
June 30, 2010, we have a $8.2 million promissory note receivable and
approximately $1 million in accounts receivable that are recorded based on our
assumption of collectability of funding from two wind farm
customers.  We have concluded that such amounts will be collectable
from financing arrangements that are in the process of being completed at the
time of this filing.   We have provided further discussion with
respect to the funding and collectability status in the Overview of our Results
of Operations and the Liquidity and Capital Resources sections
below.
  Our
management has discussed the development and selection of these significant
accounting estimates with our board of directors and our board of directors has
reviewed our disclosures relating to them.
 
 Results of
Operations
  Comparison
of Three-Month Periods and Six-Month Periods Ended June 30, 2010 and June 30,
2009
 
 Overview
  Our wind
farm development projects most commonly involve a development fee contract with
the entities specifically formed by local landowners upon whose land the wind
turbines are installed. Revenue is also derived from our work in the development
of wind farms throughout the development process including four major
components: feasibility studies, development fees, operations and management
oversight, and construction fees. In addition, we occasionally provide turbine
maintenance services on a contractual or time and materials basis as requested
by project owners.
 
 Due to
the anticipated increased demand for electricity from alternative energy sources
in 2010 and beyond, together with the stimulus from new federal government
regulations, we believe the demand for wind energy developments and
consumer-owned renewable energy products will be stable or will increase in the
foreseeable future. We anticipate an increase in revenues in 2010 as a result of
construction and development services on up to five construction-ready wind farm
development projects.  However, revenue will be subject to shifts in
timing due to the ability for the projects to obtain financing and also with
respect to delays in construction caused by Upper Midwest climate or other
unforeseen circumstances.
  Our
general activity for the three months ended and six months ended June 30, 2010
was primarily focused on completing the financing of two community wind farm
projects in Minnesota, Woodstock and Grant County, and efforts necessary to
prepare for the commencement of construction of an additional four
projects.
  Grant County. The 20 megawatt
Grant County wind farm project (the “GCW Project”) commenced construction during
the fourth quarter of 2009, and reached substantial completion in February 2010
at an approximate cost of $43 million.  The GCW Project has
successfully produced energy since achieving substantial completion and has been
selling all of its energy production to the power purchaser at a reduced trial
energy rate. The project had been directed by potential equity funding sources
to defer its commercial operation date until the closing of equity and debt
financing arrangements that had been subject to term sheet understandings
reached in March 2010.   In early July 2010, we learned that the
project’s expected equity investor would be unable to complete its proposed
equity investment.  In response to this withdrawal, the project’s
principal interim lender (the turbine supplier), along with the project
construction contractors, Juhl Energy and its prime subcontractor, reached a
memorandum of understanding to forego any foreclosure proceedings for payments
that had been deferred under promissory notes (approximately $30 million by the
turbine supplier and approximately $8.2 million by Juhl and its primary
subcontractor). The parties also agreed to retain an experienced capital-raising
firm to acquire full or partial funding of the project. In addition, we are
assisting the GCW Project in due diligence activities to close on a March 2010
debt financing term sheet understanding with a banking institution for
approximately $18 million. We expect the debt financing to close in September
2010.  Furthermore, the GCW Project is in process of submitting its
cash grant application to the U.S. Treasury for the receipt of approximately $13
million in funding to be received in approximately 60-90 days from the
application date.   The GCW Project expects that it will receive
a declaration by the power purchaser utility in August 2010 to commence
commercial operation to provide energy for a 20-year period. We believe that the
$8.2 million promissory note receivable shown in our financial statements is
collectable and that the associated revenue will be realizable as a result of
the project’s successful wind farm operating history since substantial
completion in February 2010, the existence of a bank debt financing proposal,
availability of the U.S. Treasury cash grant stimulus money, the utilization of
a reputable capital raising firm for the financing of remaining equity or
possibly the overall sale of the project assets, and an understanding with the
existing senior lender to defer any foreclosure rights until November 2010. The
combination of these factors are believed to be sufficient basis to maintain the
carrying amount of the promissory note with the Grant County
project.
  29
  As part
of the GCW Project, Juhl Energy entered into a Development and Construction
Services Agreement (the “Development Agreement”), with Grant County Wind, LLC, a
Minnesota limited liability company, and each of the individual wind generator
companies (a “Generator LLC”) who are also the members of Grant County Wind, LLC
(each Generator LLC and Grant County Wind, LLC, collectively the
“Owner”).  Under the Development Agreement, the Owner contracted with
Juhl Energy for the development, design, construction, installation, and
financing of the GCW Project’s balance of plant on property in which Owner will
have control or an ownership interest. The GCW Project’s balance of plant
involved the installation of ten 2.0 MW wind turbine generators, which are the
subject of a Turbine Supply Agreement between the Owner and the turbine
supplier. Juhl Energy agreed to take a promissory note for a portion of the
expected $8.5 million construction cost of the GCW Project together with
security interest that is junior to the turbine supplier. Juhl Energy’s primary
subcontractor has also agreed to assist Juhl Energy in its financing by
deferring payment of its services through the acceptance of a promissory note
until permanent financing is placed on the GCW Project.  As a part of
this Development Agreement, the primary subcontractor’s note is to be paid
within 180 days of the mechanical completion of the GCW Project (estimated to be
August 29, 2010), and if this does not occur, the subcontractor may exercise
legal rights to demand payment from Juhl only as it relates to the its
promissory note and its Development Agreement, including a right of foreclosure
on the note delivered to Juhl Energy by the Owners, which could, in turn, allow
for conversion of amounts to project equity by Juhl Energy or its primary
subcontractor.    The parties are now proceeding under a
memo of understanding which we believe will culminate with a complete payment of
our promissory note amount of $8.2 million.
 
 Woodstock.  The .75
megawatt Woodstock wind farm project commenced construction during the fourth
quarter of 2009, and the project was commissioned in the second quarter of
2010.  The project cost of approximately $1.8 million was financed
with approximately $.9 million of equity investment, a loan facility of $.6
million, along with expected U.S. Treasury cash grant proceeds of approximately
$.5 million.  In addition, the loan facility allows an additional $.3
million of credit pending satisfactory turbine operating history.
  Additional
Projects.   We expect to commence construction of four
wind farm projects totaling approximately 52 MW of wind generation facilities in
Minnesota during the third quarter.  In addition to construction
planning activities, we were also focused on obtaining debt and equity financing
arrangements amidst difficult economic conditions with respect to the financing
of wind development projects, and we have worked to align ourselves with lending
institutions, environmentally friendly investment sources, and industry
suppliers to provide financing options for investment in these
construction-ready projects and other upcoming projects.   In April
2010, Juhl Energy entered into a purchase commitment for two wind turbines for a
total of approximately $2.6 million.  We expect to use such wind
turbines for one of these projects.
  Revenue
 
 Total
revenue increased by approximately $348,000, or  109.0%, from
approximately $320,000 for the quarter ended June 30, 2009, to approximately
$668,000 for the quarter ended June 30, 2010.   Total revenue
increased by approximately $1,635,000, or 244.8% from approximately $668,000 for
the six month period June 30, 2009, to approximately $2,303,000 for the six
month period ended June 30, 2010.  The increase of $1,635,000 in
revenue is primarily attributable to approximately $850,000 of construction
contract revenue from two wind farm construction projects during the six months
of 2010, approximately $559,000 from turbine sales and service, and $170,000
from the installation of meteorological towers.  Nearly all revenue from
the Woodstock and the Grant County construction projects has been recognized
to-date. Revenue of approximately $1,800,000 has not been recognized from the
development services fee related to the GCW Project until final financing has
been achieved  as per the agreement between Juhl Energy and the
project owners.
 
 Turbine
sales and service revenues increased by approximately $559,000 at June 30, 2010,
over June 30, 2009, as a result of turbine revenue from the Woodstock wind farm
project of approximately $252,000 together with approximately a $257,000
increase in small turbine-related sales in our NextGen subsidiary and
approximately $50,000 in turbine maintenance services.   The $257,000
increase in Next Gen, which is essentially our consumer-owned renewable energy
segment, was attributable to the sale of seven turbines during the six months
ended June 30, 2010 (versus four units at the end of June 30, 2009) as well as
additional revenues earned from customer maintenance fees and $25,000 in
licensing revenue from the twenty-year licensing arrangement.  NextGen
had no backlog as of June 30, 2010 as it has sold out of its previous turbine
inventory that had been acquired for refurbishment.  NextGen intends
on testing and evaluating a new 35 KW class wind turbine model which it expects
to begin production and distribution in the fourth quarter 2010.
 
 Cost
of Goods Sold
 
 Cost of
goods sold increased by approximately $330,000, or 284.5% from
approximately $116,000 for the quarter ended June 30, 2009
to approximately $446,000 for the quarter ended June 30, 2010.  
Cost of goods sold increased by approximately $1,541,000, or 492.8% from
approximately $313,000 for the six month period ended June 30, 2009, to
approximately $1,854,000 for the six month period ended June 30,
2010.  Cost of goods sold for the quarter and six months ended June
30, 2010 includes approximately $181,000 and $1,061,000 , respectively, of wind
farm construction costs relating to subcontracted services and materials for the
Grant County and Woodstock wind farm projects.   The remainder of
the increase in cost of goods sold of approximately $ 148,000 and $480,000 for
the quarter and six month periods ended, respectively, relates to $34,000 and
$84,000, respectively, to support wind farm management and maintenance
operations and the remainder relates  to product costs for the NextGen
small turbine sales and supplies.  During the second quarter, NextGen
evaluated the amount of its carrying costs associated with its inventory levels
in light of the business plan to produce a new 35 KW class turbine as previously
mentioned above and no longer refurbish used turbines on a regular
basis.  In making this evaluation, NextGen disposed of or reserved for
approximately $56,000 in inventory and set up additional reserves of $21,000
with regard to warranty expenses.
  30
  Operating
Expenses
 
 General and Administrative
Expenses.   General and administrative expenses increased by
approximately $86,000 or 24.1%, from approximately $357,000 for the quarter
ended June 30, 2009, to approximately $443,000 for the quarter ended June
30, 2010.   General and administrative expenses decreased by
approximately $81,000, or 10.2% from approximately $797,000 for the six months
ended June 30, 2009, to approximately $716,000 for the six months ended June 30,
2010.  The increase in the quarter ended June 20, 2010 was primarily
attributable to a professional fees associated with legal assistance associated
with project funding and an advisory services engagement with a underwriting
firm.  The overall decrease of general and administrative expenses for
the six months ended June 30, 2010 is attributable to higher levels of costs
incurred in the prior year in maintaining public reporting company status,
subsequent audit costs over NextGen acquisition, and securities registration
filings. In our 2009 filings, we had mentioned that professional fees had
included costs that we did not expect on a recurring
basis.
 
 Payroll and Employee
Benefits. Payroll and employee benefit expenses decreased by
approximately $173,000, or 25.1%, from approximately $689,000 for the
quarter ended June 30, 2009 to approximately $516,000 for the quarter ended
June 30, 2010.   Payroll and employee benefit expenses decreased by
approximately $78,000, or 7.2% from approximately $1,084,000 for the six months
ended June 30, 2009 to approximately $1,006,000 for the six months ended June
30, 2010.  The decrease was attributable to approximately a $251,000
decrease in employee-based stock-based compensation expense over the quarter
ended June 30, 2009 related to stock options and the remaining part of the
increase was primarily attributable to the addition of seven employees over the
prior year along with a net savings achieved from changes made to the employee
benefit program.
  Wind Farm Management
Expenses. Wind farm management expenses decreased by
approximately $10,000, or 30.5%, from approximately $34,000 for the quarter
ended June 30, 2009 to approximately $24,000 for the quarter ended June 30,
2010.   Wind farm management expenses decreased by approximately
$89,000, or  65.7% from approximately $136,000 for the six months
ended June 30, 2009 to approximately $47,000 for the six months June 30,
2010.  The year-to-date decrease in expenses resulted primarily from
the incurrence of one-time management costs during the six months ended June 30,
2009 relating to time and materials arrangements requested by certain wind farm
facilities under management.
 
 Investor Relations Expenses.
Investor relations expenses increased by approximately $71,000, or 382.9%, from
approximately $18,000 for the quarter ended June 30, 2009
to approximately $89,000 for the quarter ended June 30, 2010.  
Investor relations expenses increased by approximately $139,000, or 260.8% from
approximately $53,000 for the six months ended June 30, 2009 to approximately
$192,000 for the six months ended June 30, 2010.  The increase stems
from expanded investor relations communications in 2010 to increase exposure of
Juhl Wind.
  Other Income
(expenses). The Company, beginning on January 1, 2009, recognized
its warrants (issued in connection with the 2008 private placement) as
liabilities at their respective fair values.  This accounting
treatment was required under generally accepted accounting principles whereby
our detachable warrants stemming from the private placement be accounted for as
a derivative instrument. As a result of revaluing the warrants, we recorded a
gain of approximately $849,000 and $2,199,000 for the quarter and six month
periods ended June 30, 2009, respectively, from the change in the fair value of
the underlying warrants using the Black Scholes method.  As a result
of the exercise or exchange of such warrant instruments on June 29, 2009,
no further adjustments are necessary to the fair value of these warrants in
2010.   Other income and expenses for the three and six-months
ended June 30, 2010 include approximately $163,000 and $290,000, respectively,
of interest income earned and interest expense incurred with respect to the
promissory notes held in conjunction with construction of the GCW
Project.
 
 Operating
Loss
 
 Our
Operating loss decreased by approximately $46,000, or 5.1%, from
approximately $895,000 for the quarter ended June 30, 2009
to approximately $849,000 for the quarter ended June 30, 2010.  
Operating loss decreased by approximately $203,000, or 11.9% from approximately
$1,716,000 for the six months ended June 30, 2009 to approximately $1,513,000
for the six months ended June 30, 2010.  The decrease in operating
loss of $203,000 for the six months ended is primarily attributable to the
decrease in payroll expenses ($78,000) and general and administrative expenses
($86,000) as described above, along with increased gross margins from our
turbine and construction revenues ($93,000).
  31
  Net
Income/Loss
 
 Net loss
increased by approximately $813,000, from net loss of approximately $7,000
for the quarter ended June 30, 2009 to a net loss of approximately $820,000
for the quarter ended June 30, 2010.  Net Income decreased by approximately
$1,922,000, from net income of approximately $538,000 for the six months ended
June 30, 2009 to a net loss of approximately $1,384,000 for the six months ended
June 30, 2010.  Our net loss is significantly impacted by the fair
value accounting over the warrant derivatives and subsequent non-cash gains of
approximately $849,000 and $2,199,000 reported for the quarter and six months
ended June 30, 2009, respectively,  as described above under other
income (expense).
  Accounts
Receivable
 
 Traditional
credit terms are extended to customers in the normal course of business. We
perform ongoing credit evaluations of our customers’ financial condition and
generally require no collateral.
 
 Accounts
receivable include $962,000 due from a wind farm project for the sale of a wind
turbine. This amount is deemed collectible from cash resources to be obtained by
the project owners through the U.S. Treasury cash grant application in process,
cash from operations of the project, along with additional funds from an
existing credit facility that is being held by the banking institution pending
turbine operating performance.
 
 Property
and Equipment
 
 As of
June 30, 2010 and December 31, 2009, we held approximately $425,000 and $430,000
in net book value of property and equipment, respectively. These assets included
land, buildings, office equipment, shop equipment and service
vehicles.
  32
  Liquidity
and Capital Resources
 
 At June
30, 2010, we carried approximately $3,690,000 in cash and short term-investments
on the balance sheet primarily due to the 2008 private placement and the
additional infusion of approximately $2,339,000 from the June 2009 exercise by
holders of Series A Warrants.  However, approximately $414,000 of the
short-term investments has been designated as security for the bank notes
payable of approximately $411,000 and therefore has been reflected in current
assets as a restricted asset. In order to provide additional protection to our
cash reserves, we have obtained a $1.7 million letter of credit facility that
provides security for the deposits that may not otherwise be insured through the
Federal Deposit Insurance Corporation.
 
 We will
continue our internal efforts to assist our project owners in arranging
financing terms for each project under development. The ability to assist
project owners with obtaining debt and equity financing is a material factor in
producing our future revenue streams and cash flow.  With respect to
our liquidity, we are currently involved with completing the final financings
with respect to two wind farm projects:
 
 ·
              Grant County
      (“GCW Project”).Construction of the GCW Project commenced in October 2009 and was
      substantially completed during the first quarter of 2010.  Our
      balance sheet at June 30, 2010 includes a promissory note receivable of
      approximately $8,203,000 stemming from a financing arrangement of the
      construction services provided to the GCW Project. We expect that the
      project owners will close on a proposed bank debt funding arrangement in
      the third quarter 2010 which will provide partial funding for the
      project’s senior interim lender. In the fourth quarter, we expect that the
      project owners will obtain remaining equity capital and the U.S. Treasury
      cash grant which will   provide repayment of the promissory
      note including interest along with the payment of our contractual
      development fee of approximately $1.8 million. Upon, receipt of payment,
      we will be required to repay the promissory note payable of approximately
      $8,203,000 to our primary subcontractor on the project. In addition, our
      Board of Director has authorized an equity investment of up to $500,000 in
      the Grant County wind project as may be required by the final financing
      terms and conditions. We would expect to provide this investment using
      proceeds of our contractual development fee of approximately $1.8 million
      to be received at closing of the financing for the GCW
      Project.
 
 ·
              Woodstock. The Woodstock project was fully
      commissioned in June 2010. We assisted the project in raising the equity
      and permanent bank loan with respect to this project. As of June 30, 2010,
      we have a remaining accounts receivable of approximately
      $962,000.  Subsequent to quarter-end, we have received $400,000
      of monies from the closing of the permanent bank loan. In addition, we
      expect to receive the full remaining amounts owed to us as a part of the
      project’s application for the U.S. Treasury cash grant and from additional
      working capital of the project entity.  In turn, we will utilize
      a majority of these funds to complete payment to vendors who supplied us
      services in connection with the
project.
  We
believe that we would be able to more quickly bring wind farm projects through
the early development and construction stages if we were able to access a
funding mechanism that is largely under our control.   Like much
of the U.S. economy that relies on extension of credit, the community wind
industry in general has experienced difficulties in obtaining sources of funding
from the current equity and debt financing marketplace, as cited above under
Factors Affecting Our Operating Results.  In February 2010, we signed
an engagement agreement in principle with a full service investment banking
firm, Rodman & Renshaw (“Rodman”), for purposes of receiving investment
advisory services, including a potential underwritten registered stock offering.
This non-binding agreement outlines conditions and assumptions for a possible
underwritten offering of additional shares of common stock or the offering of a
new class of its preferred stock, with proceeds from the sale of any preferred
stock used to primarily make investments in the community wind farm projects
under development by the Company and with the sale of any common stock to be
used for operations. The investments in the community wind farm projects are
anticipated to take the form of subordinated debt or mezzanine equity, and
investment returns for such securities would be provided from interest earned on
investments in such wind farm projects.  Rodman, along with any other firms
managed by them in an underwriting, would be paid what we believe to be industry
standard success fees for their underwriting services.   The terms of any
offered securities are currently being negotiated between management, counsel
and Rodman.  The Company anticipates registering this offering of a
new class of its preferred stock with the U.S. Securities and Exchange
Commission during the third quarter of this year.
  Due to
the anticipated increased demand for power from alternative energy sources in
2010 and beyond, we believe the demand for our services, and therefore our
revenues, will be stable or increase in the foreseeable future. Based on our
anticipated level of revenues, we believe that funds generated from operations,
together with existing cash and cash available from construction and consulting
services, will be sufficient to finance our operations and planned capital
expenditures through the next 24 months.
 
 We will
continue to pursue new community wind farm developments to maintain an active
backlog of projects. However, we cannot assure that actions will be successful.
Should volumes and revenues decline to a level significantly below our current
expectations, we would reduce capital expenditures and implement cost-reduction
initiatives which we believe would be sufficient to ensure that funds generated
from operations, together with existing cash and available borrowings under any
open credit agreement.
 
 Net cash
used in operating activities increased by approximately $571,000, from the net
cash used in operating activities of approximately $317,000 for the six months
ended June 30, 2009 to net cash used in operating activities of approximately
$889,000 for the six months ended June 30, 2010.  The increase in net
cash used in operating activities of $571,000 is primarily due to the use
of cash to pay accounts payable in relation to wind farm construction projects
and the reduction in customer deposits collected for small turbine sales
transactions.  We will continue to manage payments of accounts payable
related to project-related expenses to coincide with the billings on these
projects.
  33
  Net cash
used in investing activities decreased by approximately $10,000, from the net
cash used in investing activities of approximately $77,000 for the six months
ended June 30, 2009 to net cash used in operating activities of approximately
$67,000 for the six months ended June 30, 2010.  The change in net
cash used in investing activities for the quarter ended June 30, 2010 primarily
relates to the higher level of property and equipment purchased in 2009 to
support turbine maintenance services.
  Net cash
flow provided by financing activities decreased by approximately $2,090,000,
from the net cash flow provided from financing activities of approximately
$2,167,000 for the six months ended June 30, 2009 to net cash provided by
financing activities of approximately $77,000 for the six months ended June 30,
2010.  The decrease is primarily attributable to $2,339,000 in
additional equity funding received in 2009.
  We
maintain an investor relations cash escrow account that was initially funded by
$500,000 of proceeds received from the 2008 private placement, and an additional
$250,000 received from the exercise of Series A Warrants and issuance of Series
B Preferred Stock in June 2009.  The funds are to be used only for
investor relations initiatives.  As of June 30, 2010 and December 31,
2009, we had a balance of approximately $120,000 and $203,000, respectively, in
the account.
 
 Impact
of Inflation
 
 We expect
to be able to pass inflationary increases on to our customers through price
increases, as required, and do not expect inflation to be a significant factor
in our business.
 
 Seasonality
 
 Although
our operating history is limited, we do not believe our services are seasonal
except for future wind farm construction revenue which may be impacted by
climate in the Upper Midwest.
 
 Off-Balance
Sheet Arrangements
 
 There are
no off-balance sheet arrangements between us and any other entity that have, or
are reasonably likely to have, a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.
 
 Critical
Accounting Policies
 
 The
preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to exercise its judgment. We exercise considerable
judgment with respect to establishing sound accounting policies and in making
estimates and assumptions that affect the reported amounts of our assets and
liabilities, our recognition of revenues and expenses, and disclosures of
commitments and contingencies at the date of the financial
statements.
 
 On an
ongoing basis, we evaluate our estimates and judgments. We base our estimates
and judgments on a variety factors including our historical experience,
knowledge of our business and industry, current and expected economic
conditions, the composition of our products/services and the regulatory
environment. We periodically re-evaluate our estimates and assumptions with
respect to these judgments and modify our approach when circumstances indicate
that modifications are necessary.
 
 While we
believe that the factors we evaluate provide us with a meaningful basis for
establishing and applying sound accounting policies, we cannot guarantee that
the results will always be accurate. Since the determination of these estimates
requires the exercise of judgment, actual results could differ from such
estimates. A description of significant accounting policies that require us to
make estimates and assumptions in the preparation of our consolidated financial
statements is as follows:
 
 Revenue
Recognition.
 
 Turbine
Sales and Service:
  Turbine
sales occur from small scale wind turbines that are internally re-manufactured
and sold by the Company, or through purchase and resale of larger scale wind
turbines to wind farm project owners. Revenue from the sale of small scale wind
turbines are recognized upon shipment to the customer as transfer of ownership
and risk of loss have been transferred to the customer.  Deposits
received from customers are included as deferred revenue until shipment occurs.
Revenues from the sale of larger scale wind turbines are generally recognized in
conjunction with the construction services percentage of completion accounting
discussed below. Commencement of revenue recognition is only after turbine
erection activities have begun.
  34
  Turbine services include
time-and-material arrangements related to existing installations of wind turbine
equipment.  Revenue isrecognized upon completion of the
maintenance services.
 
 Licensing
Revenue
  Revenues
earned from licensing agreements are amortized straight line over the term of
the agreement.
 
 Wind
Farm Consulting, Development and Management Services:
  Consulting
Services
  Consulting
services fees are primarily fixed fee arrangements of a short-term duration and
are recognized as revenue on a completed contract basis.
 
 Wind
Farm Development Services
  The
Company normally earns a development service fee from each of the wind farm
projects that it develops in cooperation with wind farm investors. These
development services arrangements are evaluated under authoritative guidance
relating to “Revenue
Arrangements with Multiple Deliverables ,” which addresses certain
aspects of accounting by a vendor for arrangements under which the vendor will
perform multiple revenue generating activities.
 
 The
development services fee revenue is recognized as follows:
  Proceeds
received upon the signing of a Development Services Agreement (generally 10% of
the total expected development fee) are amortized over the expected period of
the development process, which is generally three years. The amortization period
is re-assessed by management as new timelines are established for the project
in-service date, and the amortization period is adjusted. The remaining proceeds
are allocated to the following deliverables based on vendor specific objective
evidence (“VSOE”) of each item: 1) achievement of a signed Power Purchase
Agreement (“PPA”) with an electrical utility, and 2) final commissioning of the
wind farm turbines.  Management has determined that these deliverables
have stand-alone value, and performance of the undelivered services are
considered probable and in the control of the Company.
  Wind
Farm Management Services
  Revenues
earned from administrative, management and maintenance services agreements are
recognized as the services are provided. The administrative and management
services agreements call for quarterly payments in advance or arrears of
services rendered based on the terms of the agreement. The administrative and
management services payments in advance are carried as deferred revenue and
recognized monthly as services are performed. Maintenance services are generally
billed on a time and materials basis.  Revenues from services work are
recognized when services are performed.
 
 Wind
Farm Construction Services
  We
recognize revenue on construction contracts on the percentage of completion
method with costs and estimated profits included in contract revenue as work is
performed. Construction contracts generally provide that customers accept
completion of progress to date and compensate us for services rendered measured
in terms of units installed, hours expended or some other measure of progress.
We recognize revenue on both signed contracts and change orders. A discussion of
our treatment of claims and unapproved change orders is described later in this
section. Percentage of completion for construction contracts is measured
principally by the percentage of costs incurred and accrued to date for each
contract to the estimated total cost for each contract at completion. We
generally consider contracts to be substantially complete upon departure from
the work site and acceptance by the customer. Contract costs include all direct
material, labor and insurance costs and those indirect costs related to contract
performance, such as indirect labor, supplies, tools, repairs and depreciation
costs. Changes in job performance, job conditions, estimated contract costs and
profitability and final contract settlements may result in revisions to costs
and income and the effects of these revisions are recognized in the period in
which the revisions are determined. Provisions for total estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. The balances billed but not paid by customers pursuant to retainage
provisions in construction contracts will be due upon completion of the
contracts and acceptance by the customer. Based on our experience with similar
contracts in recent years, the retention balance at each balance sheet date will
be collected within the subsequent fiscal year.
  35
  Accounting for Derivatives.
  We adopted guidance issued by the Financial Accounting Standards
Board (“FASB”) relating to “ Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock ” effective
January 1, 2009.  The adoption of this guidance affected the
accounting for warrants and many convertible instruments with provisions that
protect holders from a decline in the stock price (or “down-round” provisions).
For example, warrants with such provisions will no longer be recorded in equity.
Down-round provisions reduce the exercise price of a warrant or convertible
instrument if a company either issues equity shares for a price that is lower
than the exercise price of those instruments or issues new warrants or
convertible instruments that have a lower exercise price. We evaluated whether
our warrants or convertible preferred stock contain provisions that protect
holders from declines in our stock price or otherwise could result in
modification of the exercise price and/or shares to be issued under the
respective warrant or preferred stock agreements based on a variable that is not
an input to the fair value of a “fixed-for-fixed” option. We determined that the
all of the outstanding warrants contained such provisions thereby concluding
they were not indexed to our own stock and must now be treated as a derivative
liability. Prior to the adoption of this guidance, the warrants were considered
equity instruments. We determined that while our convertible preferred stock
contains certain anti-dilution features, the conversion feature embedded within
our convertible preferred stock does not require bifurcation. At each reporting
date, we are required to estimate the fair value of the warrants and record this
change in value in earnings as gain or loss.  Upon the conversion of
all warrants as part of the 2009 warrant exchange, no equity instruments subject
to derivative accounting under this guidance were outstanding as of June 30,
2009.  The warrant liability of $10,378,146 at June 29, 2009 was
reclassified to equity upon recording the 2009 warrant exchange.
  Variable Interest Entities -
The Company has determined that one of its wind farm projects is a variable
interest entity (“VIE”), but the Company believes the turbine manufacturer has
more risk exposure as it relates to this entity and has been granted certain
decision rights, superior to the Company, that most significantly impact the
economic performance of the limited liability company associated with the wind
farm project.  Based on this analysis, the Company has determined that
the wind turbine manufacturer is the primary beneficiary for this VIE, and
therefore consolidation is not required under generally accepted accounting
principles.  The Company has properly disclosed this relationship
within the consolidated financial statements.
  Recently
Issued Accounting Pronouncements
  In April
2010, the FASB issued guidance on defining a milestone and determining when it
may be appropriate to apply the milestone method of revenue recognition for
research or development transactions or units of accounting under which a vendor
satisfies its performance obligations over a period of time, and when a portion
or all of the consideration is contingent upon certain future events or
circumstances. Consideration that is contingent on achievement of a milestone
may be recognized in its entirety as revenue in the period in which the
milestone is achieved only if the milestone is judged to meet certain criteria
to be considered substantive. The guidance is effective for fiscal years
beginning on or after June 15, 2010, with early adoption permitted. We are
currently evaluating the potential impact of this guidance on our consolidated
financial statements.
  Item
      3.
              QUANTITATIVE
      AND QUALITATIVE ANALYSIS ABOUT MARKET
RISK
 
 Not
applicable.
 
 Item
      4.
              CONTROLS
      AND PROCEDURES
  Evaluation
of disclosure controls and procedures
  Our
President and Chief Financial Officer (collectively the “Certifying Officers”)
maintain a system of disclosure controls and procedures that is designed to
provide reasonable assurance that information, which is required to be
disclosed, is accumulated and communicated to management timely. The Certifying
Officers have concluded, primarily based on the material weakness in internal
control over financial reporting as reported in the Company’s Annual Report on
Form 10-K filed on March 31, 2010 that the disclosure controls and internal
controls over financial reporting are ineffective as of June 30, 2010. Under the
supervision and with the participation of management, as of the end of the
period covered by this report, the Certifying Officers evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange
Act).
 
 Changes
in Internal Control Over Financial Reporting
 
 There
have been no changes in our internal controls over financial reporting for the
six-month period ended June 30, 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
  36
  PART II - OTHER
INFORMATION
 
 Item
1. LEGAL PROCEEDINGS
 
 None
 
 Item
1A. RISK FACTORS
 
 Not
applicable.
 
 Item
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 None.
 
 Item
3. DEFAULTS UPON SENIOR SECURITIES.
 
 None
 
 Item
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 None.
 
 Item
5. OTHER INFORMATION.
 
 a)
              Noneb)
              None
  Committee
Formation
  As fully
reported on our Form 10Q for the period ended March 31, 2010, filed with the
U.S. Securities and Exchange Commission on May 17, 2010, the Company has
established an audit committee, a compensation committee and a nominations and
governance committee, in compliance with established NASDAQ and NYSE Amex
corporate governance requirements.  Currently, Mr. Hurley, General
Clark and Mr. Beck are our only “independent” directors, as that term is defined
under NASDAQ Marketplace Rule 5605(a)(2) and by the regulations of the
Securities Exchange Act of 1934.
 
 Filing of Form
8-A
  The
Company filed its Form 8-A Registration Statement with the Securities and
Exchange Commission on August 11, 2010 whereby it registered its common stock
under Section 12(g) of the Securities Exchange Act of 1934.  The Form
8-A Registration Statement incorporates by reference information regarding the
Company disclosed in previous filings with the Securities and Exchange
Commission.  The Board of Directors approved such filing of the
registration statement at its meeting held on April 8,
2010.
  37
  Item
6. EXHIBITS
 
 Exhibits
required by Item 601 of Regulation S-K
  No.
              
              Description3.1
              
              Articles
      of Incorporation of the Company13.2
              
              Certificate
      of Amendment to Certificate of Incorporation amending, among other things,
      the name of MH & SC, Incorporated to Juhl Wind, Inc. filed June 20,
      2008, and effective June 24, 2008, with the Delaware Secretary of
      State23.3
              
              Amended
      and Restated Certificate of Designation of Preferences, Rights and
      Limitations of Series A 8% Convertible Stock of Juhl Wind, Inc. filed June
      11, 2009 with the Delaware Secretary of State.43.4
              
              Amended
      and Restated Certificate of Designation of Preferences, Rights and
      Limitations of Series B Convertible Preferred Stock of Juhl Wind, Inc.
      filed September 28, 2009, with the Delaware Secretary of State33.5
              
              Bylaws
      of the Company131.1
              
              Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
              
              Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
              
              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
      200232.2
              
              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
      200299.1
              
              Audit
      Committee Charter, adopted April 8, 2010599.2
              
              Nominations
      and Corporate Governance Committee Charter, adopted April 8, 20105
  
 1
              Incorporated
      herein by reference from the Company’s Registration Statement on Form S-B
      filed with the Securities and Exchange Commission on March, 31,
      2007.
  2
              Incorporated
      herein by reference from the Company’s Current Report on Form 8-K filed
      with the Securities and Exchange Commission on June 24,
    2008.
 
 3
              Incorporated
      herein by reference to the exhibits included with our Current Report on
      Form 8-K dated September 28, 2009 and filed with the Securities and
      Exchange Commission on September 28,
2009
  4
              Incorporated
      herein by reference to the exhibits included with Amendment No. 4 to our
      Registration Statement on Form S-1 (registration no. 333-154617), filed
      with the U.S. Securities and Exchange Commission on June 12, 2009.
   5
                Incorporated
      herein by reference to the exhibits included with our Quarterly Report on
      Form 10-Q for the quarter ended March 31, 2010, filed with the Securities
      and Exchange Commission on May 17, 2010.
 38
  SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
  JUHL
      WIND, INC.
                  (Registrant)Date:
      August 16, 2010
                
                /s/
      John MitolaJohn
      MitolaPresident
 39