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:  March 31, 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:  21,096,897 shares outstanding as of May 11,
2010.









TABLE OF
CONTENTS




PART
      I - FINANCIAL INFORMATION
              3Item
      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
              37Item
      4. Controls and Procedures
              37PART
      II - OTHER INFORMATION
              38Item
      1. Legal Proceedings
              38Item
      1A. Risk Factors
              38Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              38Item
      3. Defaults Upon Senior Securities
              38Item
      4. Submission of Matters to a Vote of Security Holders
              38Item
      5. Other Information
              38Item
      6. Exhibits
              40Signatures
              41Exhibits




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


MARCH
31, 2010 AND DECEMBER 31, 2009





MARCH 31
                                          
                                          
                                          DECEMBER 312010
                                          
                                          
                                          2009(unaudited)ASSETSCURRENT
      ASSETSCash
                                          
                                          $
                                          2,180,679
                                          
                                          
                                          $
                                          2,802,302Restricted
      Cash
                                          
                                          
                                          140,171
                                          
                                          
                                          
                                          203,123Accounts
      Receivable - net of an allowance of $16,442 and $0 at March 31, 2010 and
      December 31, 2009, respectively
                                          
                                          
                                          1,139,869
                                          
                                          
                                          
                                          1,617,974Short
      Term Investments and Accrued Interest Receivable
                                          
                                          
                                          1,345,102
                                          
                                          
                                          
                                          1,033,744Short
      Term Investments - Restricted
                                          
                                          
                                          414,460
                                          
                                          
                                          
                                          718,499Unbilled
      Receivables at Net Realizable Value
                                          
                                          
                                          24,000
                                          
                                          
                                          
                                          49,002Promissory
      Note Receivable, Including Interest
                                          
                                          
                                          8,039,508
                                          
                                          
                                          
                                          7,149,912Inventory
                                          
                                          
                                          318,298
                                          
                                          
                                          
                                          352,410Reimbursable
      Project Costs
                                          
                                          
                                          633,933
                                          
                                          
                                          
                                          597,368Costs
      and Estimated Profits in Excess of Billings
                                          
                                          
                                          667,574
                                          
                                          
                                          
                                          769,070Other
      Current Assets
                                          
                                          
                                          175,117
                                          
                                          
                                          
                                          123,157Current
      Deferred Income Taxes
                                          
                                          
                                          46,000
                                          
                                          
                                          
                                          45,000TOTAL
      CURRENT ASSETS
                                          
                                          
                                          15,124,711
                                          
                                          
                                          
                                          15,461,561PROPERTY
      AND EQUIPMENT (Net)
                                          
                                          
                                          427,485
                                          
                                          
                                          
                                          430,039OTHER
      ASSETSDeferred
      Income Tax Asset
                                          
                                          
                                          702,000
                                          
                                          
                                          
                                          614,000Project
      Development Costs
                                          
                                          
                                          307,000
                                          
                                          
                                          
                                          307,000TOTAL
      OTHER ASSETS
                                          
                                          
                                          1,009,000
                                          
                                          
                                          
                                          921,000TOTAL
      ASSETS
                                          
                                          $
                                          16,561,196
                                          
                                          
                                          $
                                          16,812,600LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      Payable
                                          
                                          $
                                          1,578,873
                                          
                                          
                                          $
                                          2,224,549Bank
      Notes Payable
                                          
                                          
                                          411,853
                                          
                                          
                                          
                                          416,853Accrued
      Expenses
                                          
                                          
                                          127,060
                                          
                                          
                                          
                                          118,571Customer
      Deposits
                                          
                                          
                                          116,000
                                          
                                          
                                          
                                          383,000Deferred
      Revenue
                                          
                                          
                                          952,089
                                          
                                          
                                          
                                          774,057Promissory
      Note Payable, Including Interest
                                          
                                          
                                          8,039,508
                                          
                                          
                                          
                                          7,149,912TOTAL
      CURRENT LIABILITIES
                                          
                                          
                                          11,225,383
                                          
                                          
                                          
                                          11,066,942STOCKHOLDERS'
      EQUITYSeries
      A Convertible Preferred Stock - $.0001 par value, 4,820,000 issued and
      outstanding
                                          
                                          
                                          2,525,589
                                          
                                          
                                          
                                          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, 21,039,526 and
      20,982,860 issued and outstanding at March 31, 2010 and December 31, 2009,
      respectively
                                          
                                          
                                          2,104
                                          
                                          
                                          
                                          2,098Additional
      Paid-In Capital
                                          
                                          
                                          6,342,075
                                          
                                          
                                          
                                          6,089,361Accumulated
      Deficit
                                          
                                          
                                          (16,353,071
                                          )
                                          
                                          
                                          (15,692,648
                                          )TOTAL
      STOCKHOLDERS' EQUITY
                                          
                                          
                                          5,335,813
                                          
                                          
                                          
                                          5,745,658TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                          
                                          $
                                          16,561,196
                                          
                                          
                                          $
                                          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 MARCH 31, 2010 AND 2009




2010
                                                                  
                                                                  
                                                                  2009(unaudited)
                                                                  
                                                                  
                                                                  (unaudited)REVENUEWind
      Farm Development and Management
                                                                  
                                                                  $
                                                                  76,808
                                                                  
                                                                  
                                                                  
                                                                  4.7
                                                                  %
                                                                  
                                                                  $
                                                                  131,854
                                                                  
                                                                  
                                                                  
                                                                  37.9
                                                                  %Turbine
      Sales & Service
                                                                  
                                                                  
                                                                  636,632
                                                                  
                                                                  
                                                                  
                                                                  38.9
                                                                  
                                                                  
                                                                  
                                                                  193,708
                                                                  
                                                                  
                                                                  
                                                                  55.6Related
      Party Revenue
                                                                  
                                                                  
                                                                  73,211
                                                                  
                                                                  
                                                                  
                                                                  4.5
                                                                  
                                                                  
                                                                  
                                                                  21,985
                                                                  
                                                                  
                                                                  
                                                                  6.3Construction
      Contract Revenue
                                                                  
                                                                  
                                                                  848,054
                                                                  
                                                                  
                                                                  
                                                                  51.9
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  0.0Other
      Operating Income
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  0.0
                                                                  
                                                                  
                                                                  
                                                                  729
                                                                  
                                                                  
                                                                  
                                                                  0.2TOTAL
      REVENUE
                                                                  
                                                                  
                                                                  1,634,705
                                                                  
                                                                  
                                                                  
                                                                  100.0
                                                                  
                                                                  
                                                                  
                                                                  348,276
                                                                  
                                                                  
                                                                  
                                                                  100.0COST
      OF GOODS SOLD
                                                                  
                                                                  
                                                                  1,408,734
                                                                  
                                                                  
                                                                  
                                                                  86.2
                                                                  
                                                                  
                                                                  
                                                                  196,538
                                                                  
                                                                  
                                                                  
                                                                  56.4GROSS
      PROFIT
                                                                  
                                                                  
                                                                  225,971
                                                                  
                                                                  
                                                                  
                                                                  13.8
                                                                  
                                                                  
                                                                  
                                                                  151,738
                                                                  
                                                                  
                                                                  
                                                                  43.6OPERATING
      EXPENSESGeneral
      and Administrative Expenses
                                                                  
                                                                  
                                                                  272,840
                                                                  
                                                                  
                                                                  
                                                                  16.7
                                                                  
                                                                  
                                                                  
                                                                  440,188
                                                                  
                                                                  
                                                                  
                                                                  126.4Investor
      Relations Expenses
                                                                  
                                                                  
                                                                  103,097
                                                                  
                                                                  
                                                                  
                                                                  6.3
                                                                  
                                                                  
                                                                  
                                                                  34,826
                                                                  
                                                                  
                                                                  
                                                                  10.0Payroll
      and Employee Benefits
                                                                  
                                                                  
                                                                  490,405
                                                                  
                                                                  
                                                                  
                                                                  30.0
                                                                  
                                                                  
                                                                  
                                                                  395,848
                                                                  
                                                                  
                                                                  
                                                                  113.7Windfarm
      Management Expenses
                                                                  
                                                                  
                                                                  23,084
                                                                  
                                                                  
                                                                  
                                                                  1.4
                                                                  
                                                                  
                                                                  
                                                                  102,127
                                                                  
                                                                  
                                                                  
                                                                  29.3TOTAL
      OPERATING EXPENSES
                                                                  
                                                                  
                                                                  889,426
                                                                  
                                                                  
                                                                  
                                                                  54.4
                                                                  
                                                                  
                                                                  
                                                                  972,989
                                                                  
                                                                  
                                                                  
                                                                  279.4OPERATING
      LOSS
                                                                  
                                                                  
                                                                  (663,455
                                                                  )
                                                                  
                                                                  
                                                                  (40.6
                                                                  )
                                                                  
                                                                  
                                                                  (821,251
                                                                  )
                                                                  
                                                                  
                                                                  (235.8
                                                                  )OTHER
      INCOME (EXPENSE)Interest
      Income
                                                                  
                                                                  
                                                                  142,996
                                                                  
                                                                  
                                                                  
                                                                  8.8
                                                                  
                                                                  
                                                                  
                                                                  24,203
                                                                  
                                                                  
                                                                  
                                                                  7.0Interest
      Expense
                                                                  
                                                                  
                                                                  (132,564
                                                                  )
                                                                  
                                                                  
                                                                  (8.1
                                                                  )
                                                                  
                                                                  
                                                                  (8,668
                                                                  )
                                                                  
                                                                  
                                                                  (2.5
                                                                  )Gain
      in Fair Value Accounting Over Warrants
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  0.0
                                                                  
                                                                  
                                                                  
                                                                  1,349,705
                                                                  
                                                                  
                                                                  
                                                                  387.5Other
      Expense
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  0.0
                                                                  
                                                                  
                                                                  
                                                                  300
                                                                  
                                                                  
                                                                  
                                                                  0.1TOTAL
      OTHER INCOME (EXPENSE)
                                                                  
                                                                  
                                                                  10,432
                                                                  
                                                                  
                                                                  
                                                                  0.7
                                                                  
                                                                  
                                                                  
                                                                  1,365,540
                                                                  
                                                                  
                                                                  
                                                                  392.1INCOME
      BEFORE INCOME TAXES
                                                                  
                                                                  
                                                                  (653,023
                                                                  )
                                                                  
                                                                  
                                                                  (39.9
                                                                  )
                                                                  
                                                                  
                                                                  544,289
                                                                  
                                                                  
                                                                  
                                                                  156.3INCOME
      TAX PROVISION (BENEFIT )
                                                                  
                                                                  
                                                                  (89,000
                                                                  )
                                                                  
                                                                  
                                                                  (5.4
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -NET
      INCOME (LOSS)
                                                                  
                                                                  
                                                                  (564,023
                                                                  )
                                                                  
                                                                  
                                                                  (34.5
                                                                  )%
                                                                  
                                                                  
                                                                  544,289
                                                                  
                                                                  
                                                                  
                                                                  156.3
                                                                  %PREFERRED
      DIVIDENDS
                                                                  
                                                                  
                                                                  96,400
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  103,200NET
      INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
                                                                  
                                                                  
                                                                  (660,423
                                                                  )
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  441,089WEIGHTED AVERAGE SHARES
      OUTSTANDING -
      BASIC
                                                                  
                                                                  
                                                                  21,037,637
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  20,285,637NET
      INCOME (LOSS) PER SHARE - BASIC
                                                                  
                                                                  $
                                                                  (0.03
                                                                  )
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  $
                                                                  0.02WEIGHTED AVERAGE SHARES
      OUTSTANDING -
      DILUTED
                                                                  
                                                                  
                                                                  21,037,637
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  28,782,304NET
      INCOME (LOSS) PER SHARE - DILUTED
                                                                  
                                                                  $
                                                                  (0.03
                                                                  )
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  $
                                                                  0.02
 
 The
accompanying notes are an integral part of these statements.





5




JUHL
WIND INC.


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


FOR
THE QUARTER ENDED MARCH 31, 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
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (564,023
                      )
                      
                      
                      (564,023
                      )Stock-based
      compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      154,178
                      
                      
                      
                      -
                      
                      
                      
                      154,178Series
      A Preferred Stock dividend paid in common stock
                      
                      
                      56,666
                      
                      
                      
                      6
                      
                      
                      
                      -
                      
                      
                      
                      (98,542
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      98,536
                      
                      
                      
                      -
                      
                      
                      
                      -Series
      A Preferred dividends
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      96,400
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (96,400
                      )
                      
                      
                      -BALANCE
      - March 31, 2010   (unaudited)
                      
                      
                      21,039,526
                      
                      
                      $
                      2,104
                      
                      
                      
                      4,820,000
                      
                      
                      $
                      2,525,589
                      
                      
                      
                      6,567,006
                      
                      
                      $
                      12,819,116
                      
                      
                      $
                      6,342,075
                      
                      
                      $
                      (16,353,071
                      )
                      
                      $
                      5,335,813
 
 The
accompanying notes are an integral part of these statements.





6




JUHL WIND INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE QUARTERS ENDED MARCH 31, 2010 AND 2009




2010
                                              
                                              
                                              2009(unaudited)
                                              
                                              
                                              (unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
                                              
                                              $
                                              (564,023
                                              )
                                              
                                              $
                                              544,289Adjustments
      to Reconcile Net Income to Net Cash Provided by Operating
      Activities:Depreciation
      and Amortization
                                              
                                              
                                              11,533
                                              
                                              
                                              
                                              69,826Stock-Based
      Compensation to Employees
                                              
                                              
                                              154,178
                                              
                                              
                                              
                                              93,538Provision
      for Uncollectible Accounts
                                              
                                              
                                              16,442
                                              
                                              
                                              
                                              -Gain
      on Warrant Liability Fair Value
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (1,349,705
                                              )Change
      in assets and liabilities:Accounts
      Receivable
                                              
                                              
                                              461,663
                                              
                                              
                                              
                                              (5,541
                                              )Unbilled
      Receivable
                                              
                                              
                                              25,002
                                              
                                              
                                              
                                              34,275Inventory
                                              
                                              
                                              34,112
                                              
                                              
                                              
                                              81,540Reimbursable
      Project Costs
                                              
                                              
                                              (36,565
                                              )
                                              
                                              
                                              68,181Other
      Current Assets
                                              
                                              
                                              (51,960
                                              )
                                              
                                              
                                              65,178Interest
      receivable on Short Term Investments
                                              
                                              
                                              (83
                                              )
                                              
                                              
                                              (19,217
                                              )Costs
      and Estimated Earnings in Excess of Billings
                                              
                                              
                                              101,496
                                              
                                              
                                              
                                              -Accounts
      Payable
                                              
                                              
                                              (645,676
                                              )
                                              
                                              
                                              273,549Accrued
      Expenses
                                              
                                              
                                              8,489
                                              
                                              
                                              
                                              7,786Deferred
      Income Taxes
                                              
                                              
                                              (89,000
                                              )
                                              
                                              
                                              -Customer
      Deposits
                                              
                                              
                                              (267,000
                                              )
                                              
                                              
                                              -Deferred
      Revenue
                                              
                                              
                                              178,032
                                              
                                              
                                              
                                              (27,373
                                              )NET
      CASH USED IN OPERATING ACTIVITIES
                                              
                                              
                                              (663,360
                                              )
                                              
                                              
                                              (163,674
                                              )CASH
      FLOWS FROM INVESTING ACTIVITIESPayments
      for short-term investments
                                              
                                              
                                              (7,236
                                              )
                                              
                                              
                                              -Payments
      for property and equipment
                                              
                                              
                                              (8,979
                                              )
                                              
                                              
                                              (38,136
                                              )NET
      CASH USED IN INVESTING ACTIVITIES
                                              
                                              
                                              (16,215
                                              )
                                              
                                              
                                              (38,136
                                              )CASH
      FLOWS FROM FINANCING ACTIVITIESChange
      in restricted cash
                                              
                                              
                                              62,952
                                              
                                              
                                              
                                              34,541Proceeds
      from Notes Payable
                                              
                                              
                                              -
                                              
                                              
                                              
                                              50,000Principal
      Payments on Notes Payable
                                              
                                              
                                              (5,000
                                              )
                                              
                                              
                                              -NET
      CASH  FROM FINANCING ACTIVITIES
                                              
                                              
                                              57,952
                                              
                                              
                                              
                                              84,541NET
      DECREASE IN CASH
                                              
                                              
                                              (621,623
                                              )
                                              
                                              
                                              (117,269
                                              )CASH
      BEGINNING OF THE PERIOD
                                              
                                              
                                              2,802,302
                                              
                                              
                                              
                                              1,310,789CASH
      END OF THE PERIOD
                                              
                                              $
                                              2,180,679
                                              
                                              
                                              $
                                              1,193,520NONCASH
      INVESTING ACTIVITYSeries
      A preferred stock dividend
                                              
                                              $
                                              96,400
                                              
                                              
                                              $
                                              103,200Warrant
      liability recognition upon adoption of accounting standard
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              12,576,816Promissory
      note receivable and payable on wind farm for construction
      financing
                                              
                                              $
                                              889,596
                                              
                                              
                                              $
                                              -Preferred
      dividend payment in common stock
                                              
                                              $
                                              (98,542
                                              )
                                              
                                              $
                                              -
 
 The
accompanying notes are an integral part of these statements.




7




JUHL
WIND, INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE QUARTERS ENDED MARCH 31, 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, DanMar and
Associates, Inc. (“DanMar”), 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 March 31, 2010, the Company’s short-term investments totaled
approximately $1,345,000 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 March
31, 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.
  8
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 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.
 
 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.
  UNBILLED
RECEIVABLES
 Unbilled
receivables are generated when the revenue from a project has been earned by the
Company but has not been formally billed by the Company due to project relations
with the owners of the project. The unbilled receivables are recorded at their
estimated realizable value. The Company follows a policy providing an allowance
for doubtful accounts reserving for significant timing risk and other risks
associated with energy project development.
 
 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.
  9
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 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
March 31, 2010 and December 31, 2009 due to the short maturity nature of these
instruments. The carrying values of notes payable are based on estimates of
current rates at which the Company could borrow funds with similar remaining
maturities. The carrying amounts of notes payable approximate fair value because
of the short maturity of these instruments.
 
 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, fair value of
warrant liability, 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.
  10
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 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.
 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, 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.
  11
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 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 March 31, 2010, the Company had 1,895,000
unit equivalents outstanding relating to outstanding stock options and warrants.
As of March 31, 2009, the Company had 8,520,000 share equivalents outstanding
relating to outstanding stock options and warrants.  At March 31,
2010, 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 March 31, 2010 or December 31, 2009 and such uncertain tax
positions as of each date are insignificant.
 
 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 deficitas 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.
  12
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 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. Additionally, until June 24, 2010, the holders of
Series A will have “full-ratchet” anti-dilution price protection, with limited
exceptions for issuances under employee benefit plans and pursuant to
transactions involving a strategic partner preapproved by the holders on a
case-by-case basis. After June 24, 2010, the holders of Preferred Stock will
have “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 $96,400 as of March 31,
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. The Company is also required to issue registered common shares upon
conversion of Series A and exercise of the Class A, Class B and Class C
warrants.  If the underlying shares are not registered as required in
the Series A offering document, the Corporation would be required to pay
liquidated damages of 2% of the original purchase price per each 30 day period
or part thereof for any registration default up to a maximum of
12%.
  13
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 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 March 31, 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.
  14
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 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.  At the end of the first quarter on March 31,
2009, the Company recognized a gain of $1,349,705 related to this warrant
liability representing the reduced fair value of this liability at March 31,
2009 compared to the January 1, 2009 adoption date of this guidance. No gain or
loss was recognized in the first quarter of 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 substantial
completion of the project, 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 March 31, 2010.
  15
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 The
balance of the Promissory Note Receivable was $8,039,508 and $7,149,912,
including accrued interest of approximately $151,000 and $24,300 at March 31,
2010 and December 31, 2009, respectively. The Note carries an interest rate of
8%.
 
 7.
              CONCENTRATIONS,
      RISKS AND UNCERTANTIES
 
 The
Company derived approximately 83% of its revenue for the quarter ended March 31,
2010 from three customers as a result of the construction activities and turbine
sales, and 54% of its revenue for the quarter ended March 31, 2009 were from
sales to three customers. At March 31, 2010 and December 31, 2009, 84% 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:
  March 31,
                  2010
                
                
                December 31,
                  2009 *Wind
      farm development/management
                
                $
                38,252
                
                
                $
                310,108Construction
                
                
                49,285
                
                
                
                -Turbine
      sales and service
                
                
                1,068,774
                
                
                
                1,307,866Subtotal
                
                
                1,156,311
                
                
                
                1,617,974Less:
      allowance for doubtful accounts
                
                
                (16,442
                )
                
                
                -Total
                
                $
                1,139,869
                
                
                $
                1,617,974
 
 *Derived
from December 31, 2009 audited financial statements
 
 9.
              INVENTORIES
 Inventories
consist of the following:
 
 March31,
                      2010
                    
                    
                    December 31,
                      2009*Materials
      and supplies
                    
                    $
                    268,598
                    
                    
                    $
                    298,145Work
      –in-progress
                    
                    
                    49,700
                    
                    
                    
                    54,265$
                    318,298
                    
                    
                    $
                    352,410
 *Derived
from December 31, 2009 audited financial statements
  16
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 10.
              PROPERTY
      AND EQUIPMENT
 Property
and equipment consists of the following:
 
 March
                      31, 2010
                    
                    
                    December 31,
                      2009*Land
                    
                    $
                    17,500
                    
                    
                    $
                    17,500Building
      and improvements
                    
                    
                    268,525
                    
                    
                    
                    238,120Equipment,
      including vehicles
                    
                    
                    390,460
                    
                    
                    
                    380,856Construction
      in process
                    
                    
                    -
                    
                    
                    
                    31,030Subtotal
                    
                    
                    676,485
                    
                    
                    
                    667,506Less
      Accumulated depreciation
                    
                    
                    (249,000
                    )
                    
                    
                    (237,467
                    )Total
                    
                    $
                    427,485
                    
                    
                    $
                    430,039
 *Derived
from December 31, 2009 audited financial statements
 
 11.
              CONSTRUCTION
      CONTRACTS
 The
status of construction contracts is as follows:
  Costs
      incurred on uncompleted contracts
                    
                    $
                    9,753,285Deferred
      turbine costs
                    
                    
                    8,078Estimated
      earnings recognized
                    
                    
                    439,659Less:  billings
      to-date
                    
                    
                    (9,533,448
                    )Totals
                    
                    $
                    667,574Included
      in the accompanying balance sheet under the following
      captions:Costs
      and estimated earnings in excess of billings
                    
                    $
                    667,574Billings
      in excess of costs and estimated earnings
                    
                    
                    -Totals
                    
                    $
                    667,574
 
 12.
              INCOME
      TAXES
 The
Company files a consolidated tax return inclusive of each of its wholly-owned
subsidiaries, 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.
 
 The
income tax (benefit) for the three month periods ended March 31, 2010 and 2009
consists of the following components:
 
 2010
                    
                    
                    2009Current
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
                    
                    
                    (89,000
                    )
                    
                    
                    -Total
                    
                    $
                    (89,000
                    )
                    
                    $
                    -
  17
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 The
components of the deferred income tax asset and liability as of March 31, 2010
and December 31, 2009 are as follows:
 
 2010
                  
                  
                  2009*Current
      deferred income tax asset:Accrued
      vacation and officer’s compensation
                  
                  $
                  17,000
                  
                  
                  $
                  12,000Liquidated
      damages provision
                  
                  
                  0
                  
                  
                  
                  0Reserves
      for warranty and doubtful accounts
                  
                  
                  33,000
                  
                  
                  
                  26,000Net
      operating loss carryforward
                  
                  
                  440,000
                  
                  
                  
                  440,000Less
      valuation allowance
                  
                  
                  (268,000
                  )
                  
                  
                  (268,000
                  )Total
                  
                  $
                  222,000
                  
                  
                  $
                  210,000Non-current
      deferred income tax asset:Stock
      compensation expense
                  
                  $
                  493,000
                  
                  
                  $
                  431,000Deferred
      revenue/other
                  
                  
                  283,000
                  
                  
                  
                  224,000Net
      operating loss carryforward
                  
                  
                  446,000
                  
                  
                  
                  310,000Less
      valuation allowance
                  
                  
                  (490,000
                  )
                  
                  
                  (320,000
                  )Total
                  
                  $
                  732,000
                  
                  
                  $
                  645,000Current
      deferred income tax liability:Completed
      contract accounting
                  
                  $
                  176,000
                  
                  
                  $
                  165,000Non-current
      deferred income tax liabilityDepreciation
                  
                  $
                  30,000
                  
                  
                  $
                  31,000
 
 Deferred
income taxes are presented on the balance sheet under the following captions at
March 31, 2010 and December 31, 2009:
 
 2010
                      
                      
                      2009*Current
      assets
                      
                      $
                      46,000
                      
                      
                      $
                      45,000Noncurrent
      assets
                      
                      
                      702,000
                      
                      
                      
                      614,000Total
                      
                      $
                      748,000
                      
                      
                      $
                      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 March 31, 2010, a valuation
allowance of $758,000 has been recognized for deferred tax assets.
 
 At March
31, 2010, the Company has approximately a $2.2 million federal net operating
loss carryforward of approximately which will expire in the year
2028.
  18
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 The
following represents the reconciliation of the statutory federal tax rate and
the effective tax rate for the three months ended March 31, 2010:
 
 Statutory
      tax rate
                      
                      $
                      (222,028
                      )
                      
                      
                      34.0
                      %States
      taxes, net of federal benefit
                      
                      
                      (39,181
                      )
                      
                      
                      6.0Nondeductible
      income/expenses
                      
                      
                      954
                      
                      
                      
                      (.2
                      )Other,
      net
                      
                      
                      1,256
                      
                      
                      
                      (.2
                      )Increase
      in valuation allowance
                      
                      
                      170,000
                      
                      
                      
                      (26.0
                      )$
                      (89,000
                      )
                      
                      
                      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 substantial completion of the project,
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 $8,039,508 and $7,149,912, including
accrued interest of approximately $151,000 and $24,300 at March 31, 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
March 31, 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 $154,000 and $94,000 of stock compensation in the period ended
March 31, 2010 and 2009, respectively.
  19
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 A summary
of the Company’s stock option plan as of March 31, 2010 and changes during the
period then ended is listed below:
  Outstanding
      at January 1, 2010
                    
                    
                    1,745,000Granted
                    
                    
                    —Exercised
                    
                    
                    —Expired
                    
                    
                    —Forfeited
                    
                    
                    —Outstanding
      at March 31, 2010
                    
                    
                    1,745,000Options
      exercisable at the end of the period
                    
                    
                    582,891
 
 As of
March 31, 2010, there was approximately $911,000 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:
 
 Issuedate
                        
                        Numberofwarrants
                        
                        ExpirationDate
                        
                        ExercisePriceper
                          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
March 31, 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 March 31, 2010, licensing
revenue of $12,500 is included in Turbine Sales and Service revenue in the
financial statements.  Licensing deferred revenue of approximately
$675,000 and $512,000 is included on the balance sheet as of March 31, 2010 and
December 31, 2009, respectively, in deferred revenue.
  20
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 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.
 
 The
following is information for each segment for the three-month periods ended
March 31, 2010 and 2009:
 
 Wind Farm
                    Development
                    and
                    Management
                  
                  
                  Consumer-
                    Owned
                    Renewable
                    Energy
                  
                  
                  ConsolidatedFor
      the Three-Month Period Ended March 31, 2010Wind
      farm development/mgmt
                  
                  $
                  74,408
                  
                  
                  $
                  2,400
                  
                  
                  $
                  76,808Turbine
      sales and service
                  
                  
                  243,463
                  
                  
                  
                  393,169
                  
                  
                  
                  636,632Related
      party revenue
                  
                  
                  73,211
                  
                  
                  
                  -
                  
                  
                  
                  73,211Construction
      contract revenue
                  
                  
                  843,504
                  
                  
                  
                  4,550
                  
                  
                  
                  848,054Total
      revenue
                  
                  $
                  1,234,586
                  
                  
                  $
                  400,119
                  
                  
                  $
                  1,634,705Loss
      from operations
                  
                  $
                  (642,202
                  )
                  
                  $
                  (21,253
                  )
                  
                  $
                  (663,455
                  )Other
      income (loss), net
                  
                  
                  16,118
                  
                  
                  
                  (5,686
                  )
                  
                  
                  10,432Loss
      before income tax benefit
                  
                  $
                  (626,084
                  )
                  
                  $
                  (26,939
                  )
                  
                  $
                  (653,023
                  )Identifiable
      assets at March 31, 2010
                  
                  $
                  11,184,739
                  
                  
                  $
                  754,591
                  
                  
                  $
                  11,939,330Corporate
      assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4,621,866Total
      assets at March 31, 2010
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  16,561,196
 
 Wind Farm
                                Development
                                and
                                Management
                              
                              
                              Consumer-
                                Owned
                                Renewable
                                Energy
                              
                              
                              ConsolidatedFor
      the Three-Month Period Ended March 31, 2009Wind
      farm development/management
                              
                              $
                              131,854
                              
                              
                              $
                              -
                              
                              
                              $
                              131,854Turbine
      Sales and Service
                              
                              
                              -
                              
                              
                              
                              193,708
                              
                              
                              
                              193,708Related
      party revenue
                              
                              
                              21,985
                              
                              
                              
                              -
                              
                              
                              
                              21,985Other
                              
                              
                              729
                              
                              
                              
                              -
                              
                              
                              
                              729Total
      revenue
                              
                              $
                              154,568
                              
                              
                              $
                              193,708
                              
                              
                              $
                              $  348,276Income
      (loss) from operations
                              
                              $
                              (739,781
                              )
                              
                              $
                              (81,470
                              )
                              
                              $
                              (821,251
                              )Other
      income (loss), net
                              
                              
                              1,371,021
                              
                              
                              
                              (5,481
                              )
                              
                              
                              1,365,540Income
      (loss) before income taxes
                              
                              $
                              631,240
                              
                              
                              $
                              (86,951
                              )
                              
                              $
                              544,289Identifiable
      assets at March 31, 2009
                              
                              $
                              1,466,351
                              
                              
                              $
                              788,226
                              
                              
                              $
                              2,254,577Corporate
      assets
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              3,245,101Total
      assets at March 31, 2009
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              5,499,678
  21
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 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 March 31, 2010, the Company was actively constructing 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 March 31,
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. As of March 31, 2010, the Company had delivered one turbine
(approximately $1.3 million cost) to one wind project owner.
 
 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.
  22
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 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 March
31, 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
                      
                      $
                      8,039,508Reimbursable
      project costs
                      
                      Cost
      advances to wind farm project
                      
                      
                      136,736Costs
      and profits in excess of billings
                      
                      Construction
      contract
                      
                      
                      612,159Promissory
      note payable
                      
                      Construction
      contract note with subcontractor
                      
                      
                      (8,039,508
                      )
  23
  JUHL
WIND, INC.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2010 AND 2009
 
 20.
              SUBSEQUENT
      EVENT
 Subsequent
to quarter ended March 31, 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 14 wind farms, accounting for approximately 117.5
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 451 megawatts of community
wind power systems.




25




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.





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.





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. 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 relate to administrative services agreements which call for
management and administrative services to be provided for six existing Minnesota
wind farm developments.  Our assets include nine development services
agreements, fourteen projects in early development stages, and five agreements
to conduct wind power feasibility studies.





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. NextGen received
$300,000 in July as a part of this agreement with additional licensing payments
of $700,000 due over a twelve month period beginning September 1,
2009.  In 2010, NextGen is focusing its business on purchasing certain
wind turbine equipment from third party vendors for the purpose of adapting and
redesigning component parts for use in the wind power industry.





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.




26




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.





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 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,





·
            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.




27




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 five construction-ready wind farm projects to
identify sources of debt and equity financing in order to proceed to the actual
construction phase. 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 banking institutions who have
liquidity issues resulting from the recent recessionary conditions and  a
banking crisis that has led to U.S. government bailout programs and tight
regulatory conditions.  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 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.





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.





28





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 Actof 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 2010 (or it begins construction by 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 DanMar and Associates, Inc. (“DanMar”)
(the “share exchange transaction”), as previously reported.  At that time,
we succeeded to the wind farm development and management business of Juhl Energy
and DanMar, and Juhl Energy and DanMar 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.  DanMar was accounted for in a manner similar to
pooling of interests due to common control ownership.




29




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 March 31, 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.





Juhl
Energy, DanMar 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 receivable; valuation of deferred
tax assets, stock based compensation and warrants, fair value of warrant liability,
determination
of the primary beneficiary of variable interest entities,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.





A
majority of the revenue we have recorded for the quarter ended March 31, 2010 is
based on our assumption of collectability of funding from our wind farm customer
who is in the process of completing due diligence procedures with respect to
financing term sheets with a financial institution and an equity
subscribers. They expect to close on such term sheets within approximately
60 to 90 days of filing this report with the Securities and Exchange
Commission.




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 Ended March 31, 2010 and March 31, 2009





Overview




Our
general activity for the three months ended March 31, 2010 was primarily focused
on completing construction of two community wind farm projects in Minnesota,
Woodstock and Grant County.  The 20 megawatt Grant County wind farm
project commenced construction during the fourth quarter of 2009, and reached
substantial completion in February 2010.  The project is awaiting
commissioning pending the closing of equity financing in the second quarter
2010.  The 1 megawatt Woodstock farm project commenced construction
during the fourth quarter of 2009, and the project is also expected to be
commissioned in the second quarter of 2010.





In
addition to construction activities, we were also focused on obtaining debt and
equity financing arrangements for five community wind farm development projects.
These five projects represent approximately 90 megawatts of capacity. We
encountered 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 our
projects.  Our management believes that we are poised for growth
through the recent substantial completion two wind farm construction projects,
existence of five construction ready developments and 21 other projects in
various stages of development.




30




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.





As part
of the Grant County 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 involves 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, together with the turbine supplier
of the GCW Project, 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 must be paid within
180 days of the substantial completion of the GCW Project, 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.  Substantial completion
of the Grant County project was reached in February 2010.





As part
of the Woodstock project, Juhl Energy entered into a Turbine Supply Agreement
and a Construction Services Agreement with the project owner totaling
approximately $1.55 million.  This amount was funded by approximately
$860,000 of equity proceeds raised from the sole investor in the project,
together with an expected closing of a bank loan and federal stimulus grant
proceeds.





In order
to continue our ability to develop projects in our pipeline, Juhl Energy has
entered into a Frame Order Agreement with a turbine supplier (“Turbine
Supplier”), whereby Turbine Supplier will supply certain wind turbine generators
for our community wind power projects.  This Frame Order Agreement
defines certain terms and conditions, including the scope of supply, pricing,
and warranties of the wind turbine generators, that will be included in each
Project Turbine Supply Agreement.  Each Project Turbine Supply
Agreement will govern the supply and purchase of certain Turbine Supplier wind
turbine generators for individual community wind power projects between October
1, 2009 and December 31, 2012.  Further, in addition to the rights and
benefits provided under the Frame Order Agreement, Juhl Energy may be entitled
to acquire equity in the parent company of the Turbine Supplier (“Parent”)
through the issuance of warrants by the Turbine Supplier for the purchase of
ordinary stock in its parent company, which shall be exercisable upon achieving
certain milestones based on volume of turbines purchased, during the term of the
Frame Order Agreement.  In addition, as part of the overall working
relationship with the Turbine Supplier, we have entered into a letter of
understanding whereby an affiliate of the Turbine Supplier has agreed to invest
equity into certain of our community wind power projects that use its wind
turbines.  We believe the relationship with this Turbine Supplier will
benefit our continued growth in the community wind power industry with the
development and completion of further community wind power
projects.




31




Subsequent
to this quarter ended March 31, 2010, Juhl Energy Development, Inc. (“Juhl
Energy”) entered into a purchase commitment for wind turbines for a total of
approximately $2.6 million.  We expect to use such wind turbines for a
project to be commissioned in 2010.





Revenue





Total
revenue increased by approximately $1,287,000, or 369.4%, from approximately
$348,000 for the quarter ended March 31, 2009, to approximately $1,635,000 for
the quarter ended March 31, 2010.   The large increase in revenue is
primarily attributable to approximately $843,000 of construction contract
revenue from two wind farm construction projects during the first quarter of
2010.  The projects were substantially completed as of March 31, 2010
and are expected to be commissioned during the second quarter of 2010.
Therefore, nearly all revenue from the two projects has been recognized
to-date.





Turbine
sales and service revenues increased by approximately $443,000 at March 31,
2010, over March 31, 2009, as a result of turbine revenue from the Woodstock
wind farm project of approximately $243,000 together with approximately a
$200,000 increase in small turbine-related sales in our NextGen
subsidiary.  The $200,000 increase in Next Gen, which is essentially
our consumer-owned renewable energy segment, was attributable to the sale of
five turbines during the quarter ended March 31, 2010 (versus three units at the
end of March 31, 2009) as well as additional revenues earned from customer
maintenance fees and $12,500 in licensing revenue from the twenty-year licensing
arrangement.  NextGen had two wind turbines in backlog with expected
ship dates in the second quarter of 2010.





Cost of Goods
Sold





Cost of
goods sold increased by approximately $1,212,000, or 616.8% from
approximately $197,000 for the quarter ended March 31, 2009
to approximately $1,409,000 for the quarter ended March 31,
2010.   Cost of goods sold for the quarter ended March 31, 2010
includes approximately $819,000 of wind farm construction costs relating to
subcontracted services and materials for the Grant County and Woodstock wind
farm projects.   The remainder of the cost of goods sold of
approximately $590,000 relates to turbine sales and services.





Operating
Expenses





General and Administrative
Expenses.  General and administrative expenses decreased by
approximately $167,000 or 38.0%, from approximately $440,000 for the
quarter ended March 31, 2009 to approximately $273,000 for the quarter
ended March 31, 2010.   The decrease was primarily attributable to a
reduction in professional fees of $228,000 that had been incurred a year ago in
connection with the increased costs of being a public reporting company,
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 benefits expenses increased by
approximately $94,000, or 23.9%, from approximately $396,000 for the
quarter ended March 31, 2009 to approximately $490,000 for the quarter
ended March 31, 2010.   The increase was attributable to approximately
a $61,000 increase in employee-based stock-based compensation expense over the
quarter ended March 31, 2009 related to stock options, approximately $25,000 was
attributable to an increased number and rate of compensation for executive
officers, 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.




32




Wind Farm Management
Expenses.Wind farm management expenses decreased by
approximately $79,000, or 77.4%, from approximately $102,000 for the
quarter ended March 31, 2009 to approximately $23,000 for the quarter ended
March 31, 2010.   The decrease in expenses resulted primarily from the
incurrence of one-time management costs during the quarter ended March 31, 2009
relating to time and materials arrangements requested by certain wind farm
facilities under management.





Investor Relations Expenses.Investor relations expenses increased by approximately $68,000, or 196%,
from approximately $35,000 for the quarter ended March 31, 2009
to approximately $103,000 for the quarter ended March 31, 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 must be accounted
for as a derivative instrument. As a result of revaluing the warrants, we
recorded a gain of approximately $1,350,000 for the quarter ended March 31, 2009
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 in 2010 include approximately $127,000 of interest income earned and
interest expense  incurred with respect to the promissory notes held
in conjunction with the Grant County construction project.





Operating
Loss





Our
Operating Loss decreased by approximately $158,000, or 19.2%, from
approximately $821,000 for the quarter ended March 31, 2009
to approximately $663,000 for the quarter ended March 31, 2010.  
The decrease in operating loss is primarily attributable to the decrease in
general and administrative expenses as described above.





Net
Income/Loss





Net
Income decreased by approximately $1,108,000, or 203.6%, from net income of
approximately $544,000 for the quarter ended March 31, 2009 to a net
loss of approximately $564,000 for the quarter ended March 31, 2010.  Our
net loss is significantly impacted by the fair value accounting over the warrant
derivatives and subsequent non-cash gain of approximately $1,350,000 reported
for the quarter ended March 31, 2009 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.





Property
and Equipment





As of
March 31, 2010 and December 31, 2009, we held approximately $427,000 and
$430,000 in net book value of property and equipment, respectively. These assets
included land, buildings, office equipment, shop equipment and service
vehicles.




33




Liquidity
and Capital Resources





At March
31, 2010, we carried approximately $3,940,000 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 $412,000 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.  The Grant County
wind farm construction was started in October 2009 and was substantially
completed during the first quarter of 2010.  Our balance sheet at
March 31, 2010 includes a promissory note receivable of approximately $8,040,000
stemming from a financing arrangement of the construction services provided to
the Grant County wind farm project. We expect that the project owners will close
on proposed debt and equity funding arrangements in the second quarter 2010, and
in turn, 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 $8,040,000 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.




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.   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 underwriting of
a registered stock offering. This non-binding agreement outlines conditions and
assumptions for a possible underwriting of a sale of a new class of equity
securities of the Company, with proceeds used to primarily make investments in
the community wind farm projects under development by the Company. 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 made into 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.  It is management’s intention to limit
dilution of our common equity at this time and only at price levels
significantly above our current market price. The terms of any offered
securities are unknown at this time.




Due to
the anticipated increased demand for power from alternative energy sources in
2010, 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 $499,000, from the net
cash used in operating activities of approximately $164,000 for the quarter
ended March 31, 2009 to net cash used in operating activities of approximately
$663,000 for the quarter ended March 31, 2010.  The change in net cash
used in operating activities of $499,000 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 as we completed the underlying small turbine
sales.  We will continue to manage payments of accounts payable
related to project-related expenses to coincide with the billings on these
projects.  Further, we anticipate collection of the remaining $292,000
of licensing arrangement fees over the next five months.





Net cash
used in investing activities decreased by approximately $22,000, from the net
cash used in investing activities of approximately $38,000 for the quarter ended
March 31, 2009 to net cash used in operating activities of approximately $16,000
for the quarter ended March 31, 2010.  The net cash used in investing
activities for the quarter ended March 31, 2010 primarily relates to the
purchase of additional equipment in 2009 to support turbine maintenance
services.





Net cash
flow provided by financing activities decreased by approximately $27,000, from
the net cash flow provided from financing activities of approximately $85,000
for the quarter ended March 31, 2009 to net cash provided by financing
activities of approximately $58,000 for the quarter ended March 31,
2010.  The decrease is primarily attributable to $50,000 note proceeds
received in the prior period while no borrowings were made in
2010.  The note proceeds were used to support the working capital of
the NextGen business unit. The funds received from the restricted investor
relations cash account as reimbursement for investor relations expenses is
reflected as a financing activity.




34




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 March 31, 2010 and December 31,
2009, we had a balance of approximately $140,000 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.




35




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 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.





36





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.





Item 3.
            QUANTITATIVE AND QUALITATIVE
      ANALYSIS ABOUT MARKET RISK





Not
applicable.





Item 4T.
            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, 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 procedures are
ineffective as of March 31, 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
three-month period ended March 31, 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




37







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




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.




38




Audit
Committee.  The Board of Directors of the Company established
an Audit Committee at its meeting on November 24, 2009.  At this
meeting, Mr. Beck was appointed Audit Committee Chairman, and Mr. Hurley and
General Clark were appointed as members of the Audit Committee.  As a
result, the Audit Committee is comprised of our "independent" directors as
defined in NASDAQ Marketplace Rule 5605(a)(2).  Further, the Board of
Directors of the Company adopted an Audit Committee Charter at its meeting on
April 8, 2010.  Pursuant to the Audit Committee Charter, the Audit
Committee will commence its role in the second quarter of 2010.  The
Audit Committee will review the results and scope of the audit and the financial
recommendations provided by our independent registered public accounting
firm.  Further, the Audit Committee will review the scope, timing and
fees for the annual audit and the results of audit examinations performed by the
internal auditors and independent public accountants, including their
recommendations to improve the system of accounting and internal
controls.





Compensation
Committee. The Board of Directors of the Company established a
Compensation Committee at its April 8, 2010 meeting.    Mr.
Beck, Mr. Hurley and General Clark were appointed as members of the Compensation
Committee.  As a result, the Compensation Committee is comprised of
our “independent” directors as defined in NASDAQ Marketplace Rule 5605(a)(2).
The Compensation Committee will review and approve our salary and benefit
policies, including compensation of executive officers.  The
Compensation Committee will also administer our Incentive Compensation Plan, and
will recommend and approve grants of stock options, restricted stock and other
awards under that plan.




Nominations and
Governance Committee. The Board of Directors of the Company established a
Nominations and Governance Committee at its April 8, 2010
meeting.  Mr. Beck, Mr. Hurley and General Clark were appointed as
members of the Nominations and Governance Committee.  As a result, the
Nominations and Governance Committee is comprised of our “independent” directors
as defined in NASDAQ Marketplace Rule 5605(a)(2).   Further, at
this meeting, the Board of Directors adopted a Nominations and Governance
Committee Charter.  Pursuant to the Nominations and Governance
Committee Charter, the Nomination and Corporate Governance Committee will review
the qualifications of prospective directors for consideration by the board of
directors as management’s nominees for directors. The purpose of the Nominations
and Governance Committee is to select, or recommend for our entire board’s
selection, the individuals to stand for election as directors at the annual
meeting of stockholders and to oversee the selection and composition of
committees of our board. The Nominations and Governance Committee’s duties will
also include considering the adequacy of our corporate governance and overseeing
and approving management continuity planning processes.




We will
consider nominations for directors submitted by stockholders. Stockholder
nominations for election to the board of directors must be made by written
notification received by us not later than sixty days prior to the next annual
meeting of stockholders. Such notification shall contain, at a minimum, the
following information:





1.
            The name and residential address
      of the proposed nominee and of each notifying
      stockholder;





2.
            The principal occupation of the
      proposed nominee;





3.
            A
      representation that the notifying stockholder intends to appear in person
      or by proxy at the meeting to nominate the person specified in the
      notice;





4.
            The total number of our shares
      owned by the notifying
stockholder;





5.
            A description of all arrangements
      or understandings between the notifying stockholder and the proposed
      nominee and any other person or persons pursuant to which the nomination
      is to be made by the notifying
  stockholder;





6.
            Any other information regarding
      the nominee that would be required to be included in a proxy statement
      filed with the SEC; and




39




7.
            The consent of the nominee to
      serve as one of our directors, if
  elected.





The
Nominating and Corporate Governance Committee will return, without
consideration, any notice of proposed nomination which does not contain the
foregoing information.




The
Nominating and Corporate Governance Committee has not established specific
criteria or minimum qualifications that must be met by committee-nominated or
shareholder-nominated nominees for director. Regardless of the source of a given
nominee’s nomination, the Nominating and Corporate Governance Committee
evaluates each nominee based solely upon his/her educational attainments,
relevant experience and professional stature. The Nominating and Corporate
Governance Committee primarily seeks nominations for director from institutional
security holders, members of the investment banking community and current
directors.





Item
6. EXHIBITS





Exhibits
required by Item 601 of Regulation S-K


No.
                    
                    Description3.1
                    
                    Articles
      of Incorporation of the Company 13.2
                    
                    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 State
      23.3
                    
                    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, 201099.2
                    
                    Nominations
      and Corporate Governance Committee Charter, adopted April 8,
      2010





1Incorporated
herein by reference from the Company’s Registration Statement on Form S-B filed
with the Securities and Exchange Commission on March, 31, 2007.




40




2Incorporated
herein by reference from the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 24, 2008.





3Incorporated
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


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:  May
      17, 2010
                  /s/
      John MitolaJohn
      MitolaPresident


41