UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q**





(Mark
      One)


x QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      quarterly period ended: June 30, 2008





OR





o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period from _________ to _________





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 Avenue****Woodstock,
                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 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 filero
            
            Accelerated
                fileroNon-accelerated
                filero
            
            Smaller
                reporting companyx




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:




Class
      -
      Common Stock, 20,050,000 shares outstanding as of June 30, 2008.









**TABLE
      OF CONTENTS**





PART
                I - FINANCIAL INFORMATIONItem
                1. Unaudited Financial Statements
            
            1Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            
            13Item
                3. Quantitative and Qualitative Analysis About Market Risk
            
            19Item
                4. Controls and Procedures
            
            19PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            
            21Item
                1A. Risk Factors
            
            21Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            21Item
                3. Defaults Upon Senior Securities
            
            22Item
                4. Submission of Matters to a Vote of Security Holders
            
            22Item
                5. Other Information
            
            23Item
                6. Exhibits
            
            23Signatures
            
            24Exhibits









**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"). 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, 2007, previously
      filed
      with the Commission, which are included in the Form 8-K filed on or about June
      25, 2008.




1


**JUHL
        WIND INC.**


**CONSOLIDATED
        BALANCE SHEETS**
  **June
                  30,**
              
              **December
                  31,****2008**
              
              **2007****(Unaudited)****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              4,138,379
              
              $
              131,255Restricted
                  Cash
              
              
              500,000
              
              
              -Accounts
                  Receivable
              
              
              111,612
              
              
              188,772Unbilled
                  Receivables - Current Portion
              
              
              32,850
              
              
              287,000Prepaid
                  Expenses
              
              
              5,280
              
              
              3,626Deposit
                  with Vendor
              
              
              100,000
              
              
              -Current
                  Deferred Income Taxes
              
              
              78,000
              
              
              -**TOTAL
                  CURRENT ASSETS**
              
              
              **4,966,121**
              
              
              **610,653****PROPERTY
                  AND EQUIPMENT (Net)**
              
              
              **127,530**
              
              
              **135,024****OTHER
                  ASSETS**Deferred
                  Income Tax Asset
              
              
              1,000
              
              
              **-**Unbilled
                  Receivable - Non-Current PortionNet
                  of an Allowance for Doubtful Accounts of $45,446
              
              
              226,554
              
              
              **-****TOTAL
                  OTHER ASSETS**
              
              
              **227,554**
              
              
              **-****TOTAL
                  ASSETS**
              
              $
              5,321,205
              
              $
              745,677**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  Payable
              
              $
              140,027
              
              $
              29,280Accrued
                  Expenses
              
              
              126,073
              
              
              6,095Deferred
                  Revenue
              
              
              118,267
              
              
              32,367**TOTAL
                  CURRENT LIABILITIES**
              
              
              **384,367**
              
              
              **67,742****DEFERRED
                  INCOME TAX LIABILITY**
              
              
              **17,000**
              
              
              **-****CONVERTIBLE
                  PREFERRED STOCK (MEZZ EQUITY)**$.0001
                  par value; 20,000,000 authorized, 5,160,000 issued
              
              
              **3,136,554**
              
              
              **-**and
                  outstanding**STOCKHOLDERS'
                  EQUITY**Common
                  Stock - $.0001 par value; 100,000,000 shares authorized20,050,000
                  issued and outstanding as of June 30, 2008
              
              
              2,005
              
              
              1,010Additional
                  Paid-In Capital
              
              
              1,618,548
              
              
              104,859Retained
                  Earnings
              
              
              162,731
              
              
              572,066**TOTAL
                  STOCKHOLDERS' EQUITY**
              
              
              **1,783,284**
              
              
              **677,935****TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              5,321,205
              
              $
              745,677




**The
        accompanying notes are an integral part of these
        statements.**
   2




**JUHL
        WIND INC.** **CONSOLIDATED
        STATEMENT OF OPERATIONS** **FOR
        THE QUARTER ENDED JUNE 30, 2008 AND 2007**
  2008
                
                **2007**(Unaudited)
                
                **(Unaudited)****INCOME**Consulting
                    Services
                
                $
                47,474
                
                
                31.66
                %
                $
                42,017
                
                
                27.85
                %Windfarm
                    Management
                
                
                98,076
                
                
                65.41
                
                
                103,297
                
                
                68.48Other
                    Operating Income
                
                
                4,398
                
                
                2.93
                
                
                5,529
                
                
                3.67**TOTAL
                    INCOME**
                
                
                **149,948**
                
                
                **100.00**
                
                
                **150,843**
                
                
                **100.00****OPERATING
                    EXPENSES**General
                    and Administrative Expenses
                
                
                271,844
                
                
                181.29
                
                
                22,834
                
                
                15.14Payroll
                    and Employee Benefits
                
                
                157,287
                
                
                104.89
                
                
                42,047
                
                
                27.87Windfarm
                    Management Expenses
                
                
                22,938
                
                
                15.30
                
                
                28,833
                
                
                19.11**TOTAL
                    OPERATING EXPENSES**
                
                
                **452,069**
                
                
                **301.48**
                
                
                **93,714**
                
                
                **62.12****OPERATING
                    INCOME (LOSS)**
                
                
                (302,121
                )
                
                (201.48
                )
                
                **57,129**
                
                
                **37.88****INTEREST
                    INCOME**
                
                
                **-**
                
                
                **0.00**
                
                
                **13**
                
                
                **0.01****NET
                    INCOME (LOSS) BEFORE INCOME TAXES**
                
                
                (302,121
                )
                
                (201.48
                )
                
                **57,142**
                
                
                **37.89****INCOME
                    TAX BENEFIT**
                
                
                **62,000**
                
                
                **41.35**
                
                
                **-**
                
                
                **0.00****NET
                    INCOME (LOSS)**
                
                
                (240,121
                )
                
                (160.13
                )%
                
                **57,142**
                
                
                37.89
                %**LESS
                    PREFERRED STOCK DIVIDEND**
                
                
                **6,880**
                
                
                
                
                
                **-****NET
                    INCOME (LOSS) AVAILABLE FOR COMMON****STOCKHOLDERS**
                
                
                (247,001
                )
                
                
                
                
                **57,142****WEIGHTED
                    AVERAGE SHARES****OUTSTANDING
                    - BASIC AND DILUTED**
                
                
                **14,722,222**
                
                
                
                
                
                **2,750,000****NET
                    INCOME (LOSS) PER SHARE - BASIC****AND
                    DILUTED**
                
                $
                (0.02
                )
                
                
                
                **$**
                **0.02**


**The
        accompanying notes are an integral part of these
        statements.**
  3


**JUHL
        WIND INC.**


**CONSOLIDATED
        STATEMENT OF OPERATIONS**
 **FOR
        THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007**
  **2008**
              
              **2007****(Unaudited)**
              
              **(Unaudited)****INCOME**Consulting
                  Services
              
              $
              112,017
              
              
              35.60
              %
              $
              84,034
              
              
              28.31
              %Windfarm
                  Management
              
              
              196,389
              
              
              62.42
              
              
              205,292
              
              
              69.14Other
                  Operating Income
              
              
              6,232
              
              
              1.98
              
              
              7,575
              
              
              2.55**TOTAL
                  INCOME**
              
              
              **314,638**
              
              
              **100.00**
              
              
              **296,901**
              
              
              **100.00****OPERATING
                  EXPENSES**General
                  and Administrative Expenses
              
              
              291,523
              
              
              92.65
              
              
              40,586
              
              
              13.67Payroll
                  and Employee Benefits
              
              
              199,916
              
              
              63.54
              
              
              77,383
              
              
              26.06Windfarm
                  Management Expenses
              
              
              70,757
              
              
              22.49
              
              
              51,417
              
              
              17.32**TOTAL
                  OPERATING EXPENSES**
              
              
              **562,196**
              
              
              **178.68**
              
              
              **169,386**
              
              
              **57.05****OPERATING
                  INCOME (LOSS)**
              
              
              (247,558
              )
              
              (78.68
              )
              
              **127,515**
              
              
              **42.95****INTEREST
                  INCOME**
              
              
              **-**
              
              
              **0.00**
              
              
              **102**
              
              
              **0.03****NET
                  INCOME (LOSS) BEFORE INCOME TAXES**
              
              
              (247,558
              )
              
              (78.68
              )
              
              **127,617**
              
              
              **42.98****INCOME
                  TAX BENEFIT**
              
              
              **62,000**
              
              
              **19.71**
              
              
              **-**
              
              
              **0.00****NET
                  INCOME (LOSS)**
              
              
              (185,558
              )
              
              (58.97
              )%
              
              **127,617**
              
              
              42.98
              %**LESS
                  PREFERRED STOCK DIVIDEND**
              
              
              **6,880**
              
              
              
              
              
              **-****NET
                  INCOME (LOSS) AVAILABLE FOR COMMON****STOCKHOLDERS**
              
              
              (192,438
              )
              
              
              
              
              **127,617****WEIGHTED
                  AVERAGE SHARES****OUTSTANDING
                  - BASIC AND DILUTED**
              
              
              **14,987,569**
              
              
              
              
              
              **2,750,000****NET
                  INCOME (LOSS) PER SHARE - BASIC****AND
                  DILUTED**
              
              $
              (0.01
              )
              
              
              
              **$**
              **0.05**


**The
        accompanying notes are an integral part of these
        statements.**
  4
  **JUHL
          WIND INC.**
 **CONSOLIDATED
          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY**
 **FOR
          THE YEAR ENDED DECEMBER 31, 2007 AND SIX-MONTHS ENDED JUNE 30, 2008**
  **Additional****Common
                    Stock**
                
                **Paid-In**
                
                **Retained**
                
                **Total****Shares**
                
                **Amount**
                
                **Capital**
                
                **Earnings**
                
                **Equity****BALANCE
                    - December 31, 2006**
                
                
                1,000
                
                $
                1,000
                
                $
                20,075
                
                $
                737,830
                
                $
                758,905Net
                    Income
                
                
                -
                
                
                -
                
                
                -
                
                
                296,768
                
                
                296,768Stockholder's
                    ContributionsJuhl
                    Energy Development, Inc.
                
                
                1,000
                
                
                10
                
                
                84,784
                
                
                -
                
                
                84,794Stockholder's
                    Distributions
                
                
                -
                
                
                -
                
                
                -
                
                
                462,532
                
                
                462,532**BALANCE
                    - December 31, 2007**
                
                
                2,000
                
                
                1,010
                
                
                104,859
                
                
                572,066
                
                
                677,935Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (185,558
                )
                
                (185,558
                )Stockholder's
                    ContributionsJuhl
                    Energy Development, Inc.
                
                
                -
                
                
                -
                
                
                5,438
                
                
                -
                
                
                5,438Shares
                    Redeemed in the Reverse Merger
                
                
                (2,000
                )
                
                (1,010
                )
                
                (990
                )
                
                -
                
                
                (2,000
                )Shares
                    Issued During the Reverse Merger
                
                
                20,000,000
                
                
                2,000
                
                
                -
                
                
                -
                
                
                2,000Shares
                    Issued for Services
                
                
                50,000
                
                
                5
                
                
                62,495
                
                
                
                
                
                62,500Issuance
                    of Common Stock Warrants
                
                
                -
                
                
                -
                
                
                1,438,201
                
                
                -
                
                
                1,438,201Stock-Based
                    Compensation to Employees
                
                
                -
                
                
                -
                
                
                2,195
                
                
                -
                
                
                2,195Stock-Based
                    Compensation to Consultants
                
                
                -
                
                
                -
                
                
                6,350
                
                
                -
                
                
                6,350Preferred
                    Dividend
                
                
                -
                
                
                -
                
                
                -
                
                
                (6,880
                )
                
                (6,880
                )Stockholder's
                    Distributions
                
                
                -
                
                
                -
                
                
                -
                
                
                (216,897
                )
                
                (216,897
                )**BALANCE
                    - June 30, 2008 (unaudited)**
                
                
                **20,050,000**
                
                $
                2,005
                
                $
                1,618,548
                
                $
                162,731
                
                $
                1,783,284
  **The
          accompanying notes are an integral part of these
          statements.**
  5
  **JUHL
            WIND INC.**
 **CONSOLIDATED
            STATEMENTS OF CASH FLOWS**
 **FOR
            THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007**
  **2008**
                  
                  **2007****CASH
                      FLOWS FROM OPERATING ACTIVITIES**Net
                      Income (Loss)
                  
                  $
                  (185,558
                  )
                  $
                  127,617Adjustments
                      to Reconcile Net Income (Loss) to Net CashProvided
                      by Operating Activities:Depreciation
                      and Amortization
                  
                  
                  15,991
                  
                  
                  15,192Allowance
                      for Doubtful Accounts
                  
                  
                  45,446
                  
                  
                  -Stock-Based
                      Compensation to Employees
                  
                  
                  2,195
                  
                  
                  -Stock-Based
                      Compensation to Consultants
                  
                  
                  68,850
                  
                  
                  -Change
                      in assets and liabilities, net of contributed company:Accounts
                      Receivable
                  
                  
                  66,891
                  
                  
                  86,455Unbilled
                      Receivable
                  
                  
                  (17,850
                  )
                  
                  (52,850
                  )Deposit
                      with Vendor
                  
                  
                  (100,000
                  )
                  
                  -Prepaid
                      Expenses
                  
                  
                  (1,654
                  )
                  
                  330Accounts
                      Payable
                  
                  
                  78,799
                  
                  
                  (977
                  )Accrued
                      Expenses
                  
                  
                  119,978
                  
                  
                  672Deferred
                      Income Taxes
                  
                  
                  (62,000
                  )
                  
                  -Deferred
                      Revenue
                  
                  
                  85,900
                  
                  
                  (22,434
                  )**NET
                      CASH PROVIDED BY OPERATING ACTIVITIES**
                  
                  
                  **116,988**
                  
                  
                  **154,005****CASH
                      FLOWS FROM INVESTING ACTIVITIES**Cash
                      Acquired from Community Wind Development Group, LLC
                  
                  
                  13,108
                  
                  
                  -Payments
                      for Property and Equipment
                  
                  
                  (5,900
                  )
                  
                  -**NET
                      CASH FROM INVESTING ACTIVITIES**
                  
                  
                  **7,208**
                  
                  
                  **-****CASH
                      FLOWS FROM FINANCING ACTIVITIES**Proceeds
                      received through the issuance of Preferred Stockand
                      Common Stock Warrants
                  
                  
                  4,099,825
                  
                  
                  -Distributions
                      to Shareholders
                  
                  
                  (216,897
                  )
                  
                  (363,507
                  )**NET
                      CASH (USED FOR) FROM FINANCING ACTIVITIES**
                  
                  
                  **3,882,928**
                  
                  
                  **(363,507**
                  **)****NET
                      INCREASE (DECREASE) IN CASH**
                  
                  
                  **4,007,124**
                  
                  
                  **(209,502**
                  **)****CASH
                      BEGINNING OF THE PERIOD**
                  
                  
                  **131,255**
                  
                  
                  **261,324****CASH
                      END OF THE PERIOD**
                  
                  $
                  4,138,379
                  
                  **$**
                  **51,822****NONCASH
                      INVESTING ACTIVITY**Equity
                      Contribution of Assets and Liabilities of CommonOwned
                      Company by Shareholder
                  
                  $
                  5,438
                  
                  **$**
                  **-****NONCASH
                      FINANCING ACTIVITY**Private
                      Placement Offering Costs Paid Directly fromGross
                      Proceeds
                  
                  $
                  560,175
                  
                  **$**
                  **-**Private
                      Placement Offering Costs Included in Accounts Payable
                  
                  $
                  31,950
                  
                  **$**
                  **-**Cumulative
                      8% Preferred Stock Dividend Accrued
                  
                  $
                  6,880
                  
                  **$**
                  **-**Private
                      Placement Offering Restricted Cash Deposit
                  
                  $
                  500,000
                  
                  **$**
                  **-**
  **The
            accompanying notes are an integral part of these
            statements.**


6
 **JUHL
            WIND, INC.**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
            THE SIX MONTHS ENDED JUNE 30, 2008 AND
            2007**




**1.**
              **BACKGROUND,
                  CHANGE OF CONTROL AND BASIS OF
                  PRESENTATION**
 
 Juhl
                  Wind, Inc., a Delaware corporation, (the “Company or “Corporation”)
                  conducts business under two subsidiaries, DanMar and Associates,
                  Inc. and
                  Juhl Energy Development, Inc. Operating under its subsidiaries,
                  the
                  Company is primarily involved in providing development, management,
                  and
                  consulting services to various windfarm projects throughout the
                  Midwest.
 OnJune
                  24, 2008, the owners ofDanMar
                  and Associates, Inc. and Juhl Energy Development, Inc., both privately
                  held companies,exchanged
                  all of their outstanding shares of common stock in the companies
                  for
                  15,250,000 shares of common stock ofMH&SC,
                  Inc., a public company. Upon the exchange transaction (the “Transaction”),
                  MH&SC, Inc. changed its name to Juhl Wind, Inc.As
                  a result of the transaction,DanMar
                  and Associates, Inc. and Juhl Energy Development, Inc. (the “Companies”)
                  arenow wholly-owned subsidiaries of Juhl Wind, Inc. Immediately following
                  the
                  closing of the transaction, pursuant to a purchase and sale agreement,
                  MH
                  & SC, Inc. sold all of the outstanding membership interest of its
                  wholly owned subsidiary, My Health & Safety Supply Company, LLC, an
                  Indiana limited liability company, to its former CEO. The subsidiary
                  was
                  the only operational activities of MH & SC, Inc. In essence,DanMar
                  and Associates, Inc. and Juhl Energy Development, Inc.merged
                  into a public shell company with no or nominal remaining operations;
                  and
                  no or nominal assets and
                  liabilities.
 
 In
        accordance with Statement of Financial Accounting Standards No. 141, *Business
        Combinations,* the
        Companies are considered the accounting acquirer in the exchange transaction.
        Because the Companies owners as a group retained or received the larger portion
        of the voting rights in the combined entity and the Companies senior management
        represents a majority of the senior management of the combined entity, the
        Companies are considered the acquirer for accounting purposes and will account
        for the transaction as a reverse acquisition. The acquisition will be accounted
        for as a recapitalization, since at the time of the transaction, MH & SC,
        Inc. was a company with no or nominal operations, assets and liabilities.
        Consequently, the assets and liabilities and the historical operations that
        will
        be reflected in future consolidated financial statements will be those of
        the
        Companies and will be recorded at its historical cost basis. The
        financial statements have been prepared as if DanMar and Associates, Inc.
        and
        Juhl Energy Development, Inc had always been the reporting company and, on
        the
        share transaction date, changed its name and reorganized its capital
        stock.
 
 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,
                  2007 and 2006, contained in Form 8-K filed with the Securities
                  and
                  Exchange Commission on June 25,
                  2008.
 
 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 interim financial statements
                  should
                  not be regarded as necessarily indicative of results that may be
                  expected
                  for the year ended December 31,
                  2008.
 
 **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING
                  POLICIES**
 
 **CASH**
 The
                  Company maintains cash balances at one financial institution located
                  in
                  Minnesota. Accounts are insured by the Federal Deposit Insurance
                  Corporation (FDIC) up to $100,000. At times throughout the year
                  cash
                  balances may exceed the FDIC insurance
                  limits.
 
 **RESTRICTED
                  CASH**
 The
        Company maintains an escrow cash account funded by the proceeds received
        from
        the preferred stock private placement. The funds are to be used for investor
        relations initiatives with the approval of the largest investor in the private
        placement. Also, 15% of the gross proceeds generated from the exercise of
        the
        warrants attached to the private placement preferred stock shall be placed
        in
        the account.
  7
 **JUHL
              WIND, INC.**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2008 AND
              2007**
  **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; however, 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 and thus an allowance is not necessary. 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.
                  The
                  unbilled receivables are recorded at their estimated net realizable
                  value, net of an allowance for doubtful accounts. The Company follows
                  a
                  policy providing an allowance for doubtful accounts reserving forsignificant
                  timing risk and other risks associated with energy project
                  development.
 
 **STOCK
        OPTION PLANS**
 Effective
        June 24, 2008 (inception date), the Company adopted FASB Statement No. 123(R),
        Share-Based Payment (Statement 123(R)). This statement replaces FASB Statement
        No. 123, Accounting for Stock-Based Compensation (Statement 123) and supersedes
        APB No. 25. Statement 123(R) requires that all stock-based compensation be
        recognized as an expense in the financial statements and that such cost be
        measured at the fair value of the award. The Company recognizes compensation
        expense based on the estimated grant date fair value using the Black-Scholes
        option-pricing model.
 
 The
        Company accounts for unit based instruments granted to nonemployees under
        the
        fair value method of EITF 96-18, Accounting for Equity Instruments that are
        Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
        Goods or Services and EITF 00-18, Accounting for Recognition for Certain
        Transactions Involving Equity Instruments Granted to Other than Employees. 
Under EITF 96-18 and EITF 00-18, unit based instruments usually are recorded
        at
        their underlying fair value.  In certain instances the fair value of the
        goods or services is used to determine the value of the equity instrument
        as it
        is a better measure of fair value.
 
 **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.
        Accordingly, actual results could differ from those estimates. Revenue from
        the
        development agreements is a significant estimate based on a percentage of
        estimated project costs. The revenue from these agreements is adjusted to
        reflect actual costs incurred by the project upon the commercial operation
        date.
        Stock-based compensation and valuation of outstanding warrants also include
        significant estimates.
 
 **FAIR
        VALUE OF FINANCIAL INTRUMENTS**
 The
        carrying values of cash, accounts receivable and accounts payable approximate
        their fair value.
 
 **REVENUE
        RECOGNITION**
 The
        Company receives a down payment upon the acceptance of a development contract
        by
        the windfarm owner. With no work performed on the contract to date, the down
        payment is considered deferred revenue and is recognized over the estimated
        life
        of the contract. The Company recognizes additional revenue from development
        contracts upon completion of each of the two deliverables in the development
        contract. Revenue is recognized upon completion due to inherent uncertainties
        relating to the wind energy market. The first deliverable is the acceptance
        of
        the power purchase agreement (PPA) by the windfarm owner and power company.
        The
        revenue relating to the acceptance of the PPA is recognized on the date the
        PPA
        is signed and collectability is reasonably assured. The second deliverable
        is
        when the project becomes commercially operational according to the power
        company.
  8
 **JUHL
              WIND, INC.**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2008 AND
              2007**
  The
        Company has signed administrative services agreements with seven wind turbine
        projects to provide management and bookkeeping services. The administrative
        services agreements call for quarterly payments in advance of services rendered.
        The administrative services payments are carried as deferred revenue and
        recognized monthly as services are performed.
 
 **EARNINGS
        PER SHARE**
 Basic
        net
        income (loss) per share is computed by dividing net income by the weighted
        average number of shares outstanding during the period. Diluted net income
        (loss) per share is computed by dividing net income by the weighted average
        number of shares and share equivalents outstanding during the period. As
        of June
        30, 2008, the Company had 8,310,000 unit equivalents outstanding relating
        to
        outstanding stock options and warrants. As of June 30, 2007, the Company
        had no share equivalents outstanding. At June 30, 2008, 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 for the period ended June 30, 2008.
 
 **INCOME
        TAXES**
 The
        Company records income tax in accordance with FAS No. 109, “Accounting for
        Income Taxes”. Under the provisions of FAS 109, deferred income taxes are
        provided for timing differences between financial statements and income tax
        reporting, primarily from the valuation of inventory and the use of accelerated
        depreciation methods for income tax purposes. 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.
 
 **RECENTLY
        ISSUED ACCOUNTING PRONOUNCEMENTS**
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        No.
        157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value,
        establishes a framework for measuring fair value, and expands disclosure
        about
        fair value measurements. The Company adopted SFAS 157 as of January 1,
        2008 **** except
        as
        noted below, and it did not have a material impact on its financial position
        and
        results of operations.
 
 Relative
        to SFAS 157, the FASB issued FASB Staff Positions (FSP) 157-1 and 157-2.
        FSP
        157-1 amends SFAS 157 to exclude SFAS No. 13, "Accounting for Leases," (SFAS
        13)
        and its related interpretive accounting pronouncements that address leasing
        transactions, while FSP 157-2 delays the effective date of the application
        of
        SFAS 157 to fiscal years beginning after November 15, 2008 for all nonfinancial
        assets and nonfinancial liabilities that are recognized or disclosed at fair
        value in the financial statements on a nonrecurring basis.
 
 The
        Company adopted SFAS 157 as of January 1, 2008, with the exception of the
        application of the statement to non-recurring nonfinancial assets and
        nonfinancial liabilities. The
        Company is currently evaluating the impact of SFAS 157 for non-financial
        assets
        and liabilities. **
 
 In
        May
        2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
        Accounting Principles. This Statement identifies the sources of accounting
        principles and the framework for selecting the principles to be used in the
        preparation of financial statements of nongovernmental entities that are
        presented in conformity with generally accepted accounting principles in
        the
        United States. This Statement is effective 60 days following the SEC’s approval
        of the Public Company Accounting Oversight Board amendments to AU
        Section 411, The Meaning of Present Fairly in Conformity With Generally
        Accepted Accounting Principles. The Company does not believe that implementation
        of this standard will have a material effect on its consolidated financial
        position, results of operations or cash flows.
 
 **3.**
              **PRIVATE
                  PLACEMENT OF SERIES A 8% CONVERTIBLE PREFERRED STOCK AND COMMON
                  STOCK
                  WARRANTS**
  At
                  the time of the transaction, 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,
                  we
                  sold 5,160,000 shares of our Series A convertible preferred stock
                  (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.
                  We
                  received gross proceeds of $5,160,000 less total offering costs
                  of
                  $592,125.
  9
 **JUHL
              WIND, INC.**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2008 AND
              2007**
  The
        net
        proceeds of $4,567,875 were allocated to Series A and the detachable common
        stock warrants as follows based on their relative fair value:
  Preferred
                  Stock (Mezz Equity)
              
              $
              3,129,674Detachable
                  Warrants
              
              $
              1,438,201
  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.
 
 *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 pre-approved 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 us 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.
 
 *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
        Corporation 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%.
  10
 **JUHL
              WIND, INC.**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
              THE SIX MONTHS ENDED JUNE 30, 2008 AND
              2007**
  **3.**
              **COMMON
                  STOCK REORGANIZED**
  As
        of the
        date of the Transaction, the Corporation authorized 100 million shares of
        common
        stock with 20,050,000 shares outstanding as of June 30, 2008.
  **4.**
              **INCOME
                  TAXES**
  In
                  June 2008, the shareholders for DanMar and Associates, Inc. and
                  Juhl
                  Energy Development, Inc. transferred a portion of their shares
                  to a Family
                  Limited Partnership. A Family Limited Partnership is a disqualified
                  S
                  shareholder under the Internal Revenue Code and comparable state
                  law, thus
                  the S election was terminated and the companies are taxed as regular
                  C
                  Corporations from transfer date forward.
 
 At
                  the time the S corporation election was terminated the Company
                  recorded
                  deferred tax assets and liabilities arising from the timing differences
                  recorded in the financial statements and income tax returns for
                  various
                  accrued expenses and the methods used in computing
                  depreciation.
 
 The
        components of the deferred income tax asset and liability are as
        follows:
 
 Current
                  Deferred Income Tax Benefit (Asset):Accrued
                  Vacation and Officer’s Compensation
              
              $
              16,000Net
                  Operating Loss Carryforward
              
              
              62,000TOTAL
              
              $
              78,000Non-Current
                  Deferred Income Tax Benefit (Asset):Stock
                  Option Expense
              
              $
              1,000Noncurrent
                  Deferred Income Tax (Liability):Depreciation
              
              $
              17,000
 
 The
                  benefit for income taxes charged to operations for the period ended
                  June
                  30, 2008 is due to the current period operating loss. In assessing
                  the
                  realizability 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.
 
 **5.**
              **STOCK****-BASED
                  COMPENSATION**
  The
        Company has a non-qualified incentive compensation plan to provide stock
        options, stock issuances and other equity interests in the Company to employees,
        directors, consultants, independent contractors, and advisors of the Company
        and
        other person who is determined by the Committee of the Board of Directors
        of the
        Company to have made (or expected to make) contributions to the Company.
        As of
        June 30, 2008, the Company has 2,377,111 shares available for award under
        the
        plan.
 
 On
        June
        24, 2008, the Company granted to key employees and directors of the Company,
        520,000 options to purchase common shares under the above plan. These options
        carry an exercise price of $1.00 per share a vest over a two or three year
        period beginning June 24, 2008 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 $1.25, dividend yield of 0%, expected volatility of 96%, risk-free
        interest rate of 4%, and expected life of 6 years. Based on pricing model
        it was
        determined that $2,195 of option related compensation was expense in the
        period
        ending June 30, 2008.
  11
 **JUHL
            WIND, INC.**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
            THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007**
  A
        summary
        of the Company’s stock option plan as of June 30, 2008 and changes during the
        six-month period then ended June 30, 2008 is listed below:
  Outstanding
                  at December 31, 2007
              
              
              -Granted
                  on June 24, 2008
              
              
              520,000Exercised
              
              
              -Expired
              
              
              -Forfeited
              
              
              -Outstanding
                  at June 30, 2008
              
              
              520,000Options
                  exercisable at the end of the period
              
              
              -
 
 As
        of
        June 30, 2008, there was approximately $526,800 of total unrecognized
        compensation expense cost. This cost is expected to be recognized over a
        weighted-average period of 3 years.
  In
        addition, during the quarter ended June 30, 2008, the Corporation issued
        50,000
        common stock warrants to an investor relations consulting firm. These warrants
        vest over the six-month service period. The Company recognized $6,350 related
        to
        the portion earned during the current quarter. These warrants which vest
        in
        December 2008 and allow the holder to purchase common stock at an exercise
        price
        of $7.00 for 25,000 and $10.00 for the other 25,000 shares. To determine
        fair
        value of the warrants t he
        Company uses the Black-Scholes pricing model with the following assumptions,
        dividend yield of 0%, expected volatility of 96%, risk-free interest rate
        of 4%,
        and expected life of 5 years.
 
 The
        unrecognized compensation expense cost related
        to these warrants is approximately $120,700 based on the June 30, 2008 value
        of
        these warrants. This
        cost
        is expected to be recognized over a weighted-average period of 0.5
        years.
 
 **6.**
              **FAIR
                  VALUE MEASUREMENTS**
  Effective
        January 1, 2008, we adopted Statement of Financial Accounting Standard No.
        157,
“Fair Value Measurements” (SFAS 157), as it applies to our financial
        instruments, and Statement of Financial Accounting Standard No. 159, “The Fair
        Value Option for Financial Assets and Financial Liabilities - Including an
        amendment of FASB Statement No. 115” (SFAS 159). SFAS 157 defines fair value,
        outlines a framework for measuring fair value, and details the required
        disclosures about fair value measurements. SFAS 159 permits companies to
        irrevocably choose to measure certain financial instruments and other items
        at
        fair value. SFAS 159 also establishes presentation and disclosure requirements
        designed to facilitate comparison between entities that choose different
        measurement attributes for similar types of assets and liabilities.
 
 Under
        SFAS 157, fair value is defined as the price that would be received to sell
        an
        asset or paid to transfer a liability in an orderly transaction between market
        participants at the measurement date in the principal or most advantageous
        market. SFAS 157 establishes a hierarchy in determining the fair value of
        an
        asset or liability. The fair value hierarchy has three levels of inputs,
        both
        observable and unobservable. SFAS 157 requires the utilization of the lowest
        possible level of input to determine fair value. Level 1 inputs include quoted
        market prices in an active market for identical assets or liabilities. Level
        2
        inputs are market data, other than Level 1, that are observable either directly
        or indirectly. Level 2 inputs include quoted market prices for similar assets
        or
        liabilities, quoted market prices in an inactive market, and other observable
        information that can be corroborated by market data. Level 3 inputs are
        unobservable and corroborated by little or no market data.
 
 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,
        as
        permitted by SFAS 159. No events occurred during the first quarter 2008 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 would require disclosure under this pronouncement.


12


**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 SEC filings.





**Overview**





On
      June
      24, 2008, we acquired all of the outstanding shares of common stock of two
      related companies, Juhl Energy Development, Inc., a Minnesota corporation (“Juhl
      Energy”), and DanMar and Associates, Inc., a Minnesota corporation (“DanMar”),
      in exchange for the issuance of 15,250,000 shares of our common stock, par
      value
      $.0001 per share. As a result, Juhl Energy and DanMar are now our wholly-owned
      subsidiaries. The transaction is referred to in this current report as the
      exchange transaction.




As
      a
      result of the exchange transaction, we are now engaged in the development of
      community wind power in various small communities in the Midwestern United
      States and Canada, with the ultimate goal of building medium scale wind farms
      jointly owned with local communities and farm owners. 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. Since
      inception, Juhl Energy and DanMar have developed 11 wind farms, accounting
      for
      more than 117 megawatts of wind power, that currently operate in the midwest
      region of the United States. At the time of the exchange transaction, Juhl
      Energy and DanMar were engaged in various aspects of the development of 16
      wind
      farms totaling an additional 400 megawatts of community wind power
      systems.




13




Before
      the exchange transaction, our corporate name was MH & SC, Incorporated and
      our trading symbol was MHSC.OB. Concurrently with the exchange transaction,
      we
      changed our corporate name to Juhl Wind, Inc. and changed our trading symbol
      to
      JUHL.OB. As a result of the exchange transaction, Juhl Energy and DanMar became
      our wholly-owned subsidiaries, with the former stockholders of Juhl Energy
      and
      DanMar acquiring 15,250,000 shares of our common stock. Both Juhl Energy and
      DanMar were controlled by Daniel J. Juhl, their founder and our new Chairman
      and
      Chief Executive Officer. The exchange transaction was consummated pursuant
      to a
      Securities Exchange Agreement, dated June 24, 2008, between us, and Juhl Energy
      and DanMar and, for certain limited purposes, the former stockholders of Juhl
      Energy and DanMar.




Concurrently
      with the closing of the exchange transaction, we completed a private placement
      to two institutional investors and two other accredited investors of units
      consisting of shares of our newly-created series A convertible preferred stock,
      par value $.0001 per share, and detachable five-year class A, class B and class
      C warrants to purchase shares of our common stock at an exercise price of $1.25
      (class A), $1.50 (class B) and $1.75 (class C) per share. In total, we sold
      5,160,000 shares of our series A convertible preferred stock (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. We received gross proceeds of
      $5,160,000 in consideration for the sale of the units, $4,560,000 from Vision
      Opportunity Master Fund, Ltd., $500,000 from Daybreak Special Situations Master
      Fund, Ltd. and $100,000 from Bruce Meyers and Imtiaz Khan.




Concurrently
      with the closing of the exchange transaction and the private placement, we
      cancelled 3,765,000 shares of our common stock held by Vision Opportunity Master
      Fund, Ltd. Following the closing of the exchange transaction, pursuant to a
      purchase and sale agreement, we sold all of the outstanding membership interests
      of our wholly-owned subsidiary, My Health & Safety Supply Company, LLC, an
      Indiana limited liability company, to Cory Heitz in full satisfaction of related
      party advances made by him to us in the principal amount of $121,000, plus
      accrued but unpaid interest. We determined that this business was incidental
      to
      our new wind energy business.





**The
      Exchange Transaction**




*General*




At
      the
      closing of the exchange transaction, the two former beneficial stockholders
      of
      Juhl Energy and DanMar received shares of our common stock for all of the
      outstanding shares of common stock of Juhl Energy and DanMar held by them. **** As
      a
      result, at the closing of the exchange transaction, we issued an aggregate
      of
      15,250,000 shares of our common stock to the former stockholders of Juhl Energy
      and DanMar, representing approximately 60.6% of our outstanding shares of common
      stock, inclusive of 5,160,000 shares of common stock issuable upon the
      conversion of our series A convertible preferred stock sold in our concurrent
      private placement. The consideration issued in the exchange transaction was
      determined as a result of arm’s-length negotiations between us and Juhl Energy
      and DanMar and their respective stockholders.




We
      also
      issued 2,250,000 shares of our common stock to Greenview Capital, LLC and
      unrelated designees at the closing of the exchange transaction in consideration
      for merger advisory services in connection with the transaction.





*Changes
      Resulting from the Exchange Transaction*




We
      intend
      to carry on Juhl Energy’s and DanMar’s wind energy business as our sole line of
      business.  Our
      pre-exchange transaction stockholders will not be required to exchange their
      existing MH & SC stock certificates for new certificates of Juhl Wind, since
      the OTC Bulletin Board will consider our existing stock certificates as
      constituting “good delivery” in securities transactions subsequent to the
      exchange transaction. The American Stock Exchange and Nasdaq Capital Market,
      where we intend to apply to list our common stock for trading, will also
      consider the submission of existing stock certificates as “good delivery.” We
      cannot be certain that we will receive approval to list our common stock on
      the
      American Stock Exchange or Nasdaq Capital Market.





14




*Change
      of Board Composition and Executive Officers*




Prior
      to
      the closing of the exchange transaction and private placement, our board of
      directors was composed only of Cory Heitz. On June 24, 2008, immediately
      following such transactions, Mr. Heitz resigned as our director, and Daniel
      J.
      Juhl and John P. Mitola became directors of our company. Edward C. Hurley became
      our third director on July 9, 2008, following the end of the quarter ended
      June
      30, 2008. All directors hold office until the next annual meeting of
      stockholders and the election and qualification of their successors.





Prior
      to
      the closing of the exchange transaction and private placement, Cory Heitz was
      our Chief Executive Officer, Principal Financial Officer and Principal
      Accounting Officer. Mr. Heitz resigned from all of the offices that he held
      effective on June 24, 2008.




On
      June
      24, 2008, our board of directors named the following persons as our new
      executive officers: Daniel J. Juhl - Chairman of the Board and Chief Executive
      Officer, John P. Mitola - President, and Jeffrey C. Paulson - General Counsel,
      Vice President and Secretary. Officers are elected annually by our board of
      directors and serve at the discretion of our board. We are currently in the
      process of identifying a new Chief Financial Officer. Mr. Mitola will serve
      in
      that capacity until a new Chief Financial Officer is hired.




*Change
      of Stockholder Control*




Except
      as
      described above under “Change of Board Composition and Executive Officers,” no
      arrangements or understandings exist among our present or former controlling
      stockholders with respect to the election of persons to our board of directors
      and, to our knowledge, no other arrangements exist that might result in a change
      of control of our company. Further, as a result of our issuance of 15,250,000
      shares of common stock to the former stockholders of Juhl Energy and DanMar,
      a
      change of stockholder control has occurred. Prior to the closing of the exchange
      transaction, Vision Opportunity Master Fund, Ltd. owned 79.8% of our outstanding
      shares of common stock. After these transactions, the two former beneficial
      stockholders of Juhl Energy and DanMar own approximately 60.6% of our
      outstanding shares of common stock, inclusive of shares of common stock issuable
      upon conversion of our series A convertible preferred stock. We are continuing
      as a “smaller reporting company,” as defined under the Securities Exchange Act
      of 1934, following the exchange transaction.




*Amendments
      to Certificate of Incorporation*




In connection with
      the exchange transaction, our board of directors and stockholders approved
      and
      filed a certificate of amendment to our certificate of incorporation with the
      Delaware Secretary of State on June 20, 2008, thereby changing our corporate
      name to Juhl Wind, Inc. The certificate of amendment additionally (a) amended
      our capital stock provisions to provide for the authority to issue 100,000,000
      shares of common stock, par value $.0001 per share, and 20,000,000 shares of
      preferred stock, par value $.0001 per share, and (b) added an indemnification
      provision for the benefit of our directors, in compliance with Section 174
      of
      the General Corporation Law of the State of Delaware. On June 24, 2008, we
      also
      filed a Certificate of Designation of Rights, Preferences and Limitations to
      establish a class of 6,000,000 shares of series A 8% convertible preferred
      stock.





**Basis
      of Presentation**





Our
      financial statements are prepared in accordance with the rules and regulations
      of the Securities and Exchange Commission. Certain information and disclosures
      in our unaudited condensed consolidated interim financial statements have been
      condensed or omitted as permitted by such rules and regulations. The financial
      statements included in this report should be read in conjunction with our
      audited financial statements for the year ended December 31, 2007 and 2006
      contained in the Current Report on Form 8-K of Juhl Wind, Inc. filed
      with the Securities and Exchange Commission on June 25, 2008.




15




**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 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 financial statements and the reported amounts
      of
      revenue and expenses during the reporting period. Estimates and judgments are
      used when accounting for revenue, stock-based compensation, accounts receivable
      and allowance for doubtful accounts, impairment of long-lived assets,
      depreciation and amortization, deferred income taxes, and contingencies among
      others.




Management
      has discussed the development and selection of these significant accounting
      estimates with our Board of Directors and our Board of Directors has reviewed
      our disclosures relating to them.




**Results
      of Operations**




***Comparison
        of Three Month Periods and Six Month Periods Ended June 30, 2008 and 2007***
  **Overview**


Our
      general activity for the three months ended June 30, 2008 was primarily focused
      on the ongoing development of up to 16 new wind farms we have under development
      with various parties and in various stages of development. Management was also
      involved with the Exchange Transaction and the private placement as described
      above. Given the closing of the Exchange Transaction and the private placement,
      management believes the Company is poised for strong growth as we now have
      improved our balance sheet liquidity necessary to work through our current
      projects under development and ability to develop future projects.




We
      are
      engaged in the development of a type of wind power in various small communities
      in the Midwestern United States and Canada that has been labeled “community wind
      power” because the systems are actually owned by the farmers and the local
      communities they serve. Our projects are based on the formation of partnerships
      with the farmers upon whose land the wind turbines are installed.




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 several existing
      Minnesota wind farms. Our assets also include four wind power development
      agreements, nine projects in development and under negotiation, agreements
      to
      conduct wind power feasibility studies and various development activities in
      the
      wind power industry.




We
      currently generate a majority of our revenue from wind farm management. 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
      management fees.




16




Due
      to
      the anticipated increased demand for electricity from alternative energy sources
      in 2008, 2009 and beyond, we believe the demand for wind power projects and
      the
      related services which we provide, and therefore our revenues, will be stable
      or
      will increase in the foreseeable future. While we anticipate growing revenues
      on
      an annual basis beginning in 2009, revenue per each specific project will be
      subject to shifts in timing due to typical energy project development delays.




During
      the second quarter and subsequent to the quarter end, we continued to add new
      projects under development underscoring the demand in the market and
      specifically for our form of community wind. During the quarter ended June
      30,
      2008 we signed feasibility study agreements with Thief River Falls, MN (a
      potential 20 MW project) and with the St. Peter Regional Treatment Center,
      St. Peter, MN (up to a 5 MW project). We also signed a development agreement
      with a group of farmer owners for up to a 5 to 10 MW project
      in Granite Falls, MN. Subsequent to the end of the quarter, we signed a
      financing and construction term sheet for our 10 MW Valley View, MN wind farm
      laying out the details of the financing group and our role as construction
      manager. We could begin construction on this approximately $19 million project
      in the fourth quarter or early part of 2009.




**Revenue**




Our
        consolidated revenue was $149,948 for the three months ended June 30, 2008,
        a
        slight decrease of $895 or .593% compared to revenue of $150,843 for the
        three
        months ended June 30, 2007. Our consolidated revenue was $314,638 for the
        six
        months ended June 30, 2008, an increase of $17,737 or 5.97% compared to revenue
        of $296,901 for the six months ended June 30, 2007. These variances were
        primarily due to the timing of specific services when compared to the year
        earlier.
  Our
        revenue from wind farm management was $98,076 for the three months ended
        June
        30, 2008, a decrease of $5,221 or 5.05%, compared to revenue from wind farm
        management of $103,297 for the three months ended June 30, 2007. Our revenue
        from wind farm management was $196,389 for the six months ended June 30,
        2008, a
        decrease of $8,903 or 4.34% compared to revenue from wind farm management
        of
        $205,292 for the six months ended June 30, 2007. The decrease was primarily
        due
        to timing of specific services under these contracts when compared to the
        same
        periods in 2007.
  Our
        revenue from consulting services was $47,474 for the three months ended June
        30,
        2008, an increase of $5,457 or 12.98%, compared to revenue from consulting
        services of $42,017 for the three months ended June 30, 2007. Our revenue
        from
        consulting services was $112,017 for the six months ended June 30, 2008,
        an
        increase of $27,983 or 33.30% compared to revenue from consulting services
        of
        $84,034 for the six months ended June 30, 2007. The increase was primarily
        due
        to a slight increase in the development of the several new projects we are
        advising certain parties on at this time.
  Our
        revenue from other operating income was $4,398 for the three months ended
        June
        30, 2008, a decrease of $1,131 or 0.74%, compared to revenue from other
        operating income of $5,529 for the three months ended June 30, 2007. Our
        revenue
        from other operating income was $6,232 for the six months ended June 30,
        2008, a
        decrease of $1,343 or 17.73% compared to revenue from other operating income
        of
        $7,575 for the six months ended June 30, 2007. The decrease was primarily
        due to
        timing of specific services.
  For
        the
        three months ended June 30, 2008 and 2007, revenue from wind farm management
        accounted for 65.41% and 68.48%, respectively, of total revenue. For the
        six
        months ended June 30, 2008 and 2007, revenue from wind farm management accounted
        for 62.42% and 69.14%, respectively, of total revenue. We also provide general
        consulting services to help farmers and communities evaluate possible community
        wind farm projects and initiate their development. For the three months ended
        June 30, 2008 and 2007, revenue from consulting services accounted for 31.66%
        and 27.85%, respectively, of total revenue. For the six months ended June
        30,
        2008 and 2007, revenue from consulting services accounted for 35.60% and
        28.31%,
        respectively, of total revenue.


**Operating
      Expenses**




Operating
        expenses were $452,069 for the three months ended June 30, 2008, an increase
        of
        $358,355 or 382.39%, compared to operating expenses of $93,714 for the three
        months ended June 30, 2007. Operating expenses were $562,196 for the six
        months
        ended June 30, 2008, an increase of $392,810 or 231.9%, compared to operating
        expenses of $169,386 for the six months ended June 30, 2007. The increase
        was
        attributable to the specific factors discussed below and included a significant
        amount of one-time charges related to our Exchange Transaction in becoming
        a
        public company, additional staffing and related compensation expense and
        bad debt expense described below.


17




*General
        and Administrative Expenses*
  Our
        general and administrative expenses were $271,844 for the three months ended
        June 30, 2008, an increase of $249,010 or 1,090.52%, compared to general
        and
        administrative expenses of $22,834 for the three months ended June 30, 2007.
        Our
        general and administrative expenses were $291,523 for the six months ended
        June
        30, 2008, an increase of $250,937 or 618.28% compared to general and
        administrative expenses of $40,586 for the six months ended June 30, 2007.The
        increase was primarily due to one-time costs associated with the Exchange
        Transaction and the addition of senior management required to advance the
        progress of the various projects we have under development. Approximately
        $104,000 of one-time costs associated with the Exchange Transaction was included
        in the costs incurred during the quarter ended June 30, 2008.
  *Payroll
        and Employee Benefits*
  Our
        payroll and employee benefit expenses were $157,287 for the three months
        ended
        June 30, 2008, an increase of $115,240 or 274.07%, compared to payroll and
        employee benefit expenses of $42,047 for the three months ended June 30,
        2007.
        Our payroll and employee benefit expenses were $199,916 for the six months
        ended
        June 30, 2008, an increase of $122,533, or 158.35%, compared to payroll and
        employee benefit expenses of $77,383 for the six months ended June 30, 2007.
        The
        increase was primarily due to the additions to our management team of staff
        required to advance the progress of the various projects we have under
        development.
  *Wind
        Farm Management Expenses*
  Our
        wind
        farm management expenses were $22,938 for the three months ended June 30,
        2008,
        a decrease of $5,895 or 20.45%, compared to wind farm management expenses
        of
        $28,833 for the three months ended June 30, 2007. Our wind farm management
        expenses were $70,757 for the six months ended June 30, 2008, an increase
        of
        $19,340 or 37.61% compared to wind farm management expenses of $51,417 for
        the
        six months ended June 30, 2007. The variances are primarily due to timing
        of
        specific services provided which vary from time to time.
  *Provision
        for Bad Debt Expense*
  As
        of
        June 30, 2008 we incurred an expense for potential uncollectible receivable
        of $
        45,446.  This reserve is due to matters involving one of our projects under
        development that is currently undergoing a review of its previously fully
        executed set of development agreements including the power purchase agreement
        and its impact on the project’s financing structure.  This reserve reflects
        management’s most reasonable estimate of the net realizable value of
        the first stage of the development fee previously earned by the Company pursuant
        to a definitive development contract.  Management decided to carry the
        reserve once it became aware of the timing and financing risk the project
        may
        face on or about the end of June and early part of July 2008.


**Operating
      Income/Loss**




Our
        operating loss was $302,121 for the three months ended June 30, 2008 as compared
        to an operating profit of $57,129 during the same quarter in 2007. Our operating
        loss was $247,558 for the six months ended June 30, 2008 as compared to an
        operating profit of $127,515 during the six months ended June 30, 2007. This
        loss was primarily due to the increase in general and administrative expenses
        due to a combination of one-time costs related to the Exchange Transaction,
        increase in payroll as described above and other associated increases in
        administrative expenses. .


**Net
      Income/Loss**




Our
        net
        loss was $240,121 for the three months ended June 30, 2008 as compared to
        net
        income of $57,142 during the same quarter in 2007. Our net loss was $185,558
        for
        the six months ended June 30, 2008 as compared to net income of $127,617
        during
        the same six-month period in 2007. This loss was primarily due to the increase
        in general and administrative expenses due to one-time costs related to the
        Exchange Transaction and due to the increase in payroll as described
        above.


**Liquidity
      and Capital Resources**




Historically,
        we have financed our operations and growth from cash flow from operations.
        Due
        to the anticipated increased demand for power from alternative energy sources
        in
        2008 and 2009, we believe the demand for our services, and therefore our
        revenues, will be stable or will increase considerably 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 financing
        activities in 2008, will be sufficient to finance our operations and planned
        capital expenditures through the next twelve months. During the quarter ended
        June 30, 2008 cash flows from financing activities significantly increased
        our
        total cash position as of the end of the period due to the closing of our
        private placement. We ended the quarter with $4,138,379 in cash primarily
        due to
        our financing activities and as described below.




18





We
      will
      continue to pursue new wind power developments and actively seek new customers
      for the energy we currently produce. We believe these actions will position
      us
      to capitalize on opportunities as they arise in the industry. However, there
      can
      be no assurance that these 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 our credit agreement,
      would be sufficient to finance our current operations through the second quarter
      of 2009.


Our
        operating activities provided cash of $116,988 and $154,005 in the six months
        ended June 30, 2008 and 2007, respectively. Cash provided from operations
        is
        generated primarily from net income and the timing of accounts receivable
        collections and disbursements of accounts payable and accrued expenses.
  We
        believe cash flow from operations will be sufficient to finance our current
        operations through the second quarter of 2009.
  Our
        investing activities generated net cash of $7,208 in the six months
        ended June 30, 2008 consisting of cash received from Community Wind
        Development Group, LLC merger and payments for property and equipment.
        There was no use of cash in investing activities in the six months ended
        June
        30, 2007.
  Our
        net
        cash flow from financing activities was $3,882,928 the six months ended June
        30,
        2008 attributable to proceeds of $4,099,825 received from the issuance of
        preferred stock and common stock warrants offset by distributions to
        shareholders. No cash attributable to financing activities was accounted
        for in
        the six months ended June 30, 2007 while distributions to shareholders used
        cash
        of $363,507 during the period ended on June 30, 2007. We also received $500,000
        of proceeds from financing activities that reside in a restricted cash account
        to be utilized for communication and investor relations activities directed
        by
        the Company for approximately a 3 year period from the date of closing of
        our
        private placement.


**Off-Balance-Sheet
      Arrangements**




As
      of
      June 30, 2008, we did not have any significant off-balance-sheet arrangements,
      as defined in section 303(a)(4)(ii) of Regulation S-K of the SEC.




**Item
                3.**
            **QUANTITATIVE
                AND QUALITATIVE ANALYSIS ABOUT MARKET
                RISK**





Not
      applicable.





**Item
                4.**
            **CONTROLS
                AND PROCEDURES**




An
        evaluation was carried out under the supervision and with the participation
        of
        the Company's management, including the Chief Executive Officer ("CEO") and
        President and of the effectiveness of the Company's disclosure controls and
        procedures as of June 30, 2008. Based on that evaluation, the CEO and
        President have concluded that the Company’s disclosure controls and
        procedures are not yet fully effective to provide reasonable assurance that:
        (i)
        information required to be disclosed by the Company in reports that it files
        or
        submits under the Securities Exchange Act of 1934 is accumulated and
        communicated to the Company's management, including the CEO and President
        as
        appropriate to allow timely decisions regarding required disclosure by the
        Company; and (ii) information required to be disclosed by the Company in
        reports
        that it files or submits under the Securities Exchange Act of 1934 is recorded,
        processed, summarized and reported within the time periods specified in
        Securities and Exchange Commission rules and forms. The Company and its advisors
        are in the process of reviewing and completing a formal Disclosure Controls
        and
        Procedures policy and we expect to have such a policy in place by the end
        of the
        third quarter, 2008 and to continue to take additional steps necessary to
        ensure
        all controls and procedures are in place for full compliance with a goal
        to have
        all of our remediation measures in place by the end of the fourth quarter
        2008. Management
        is in the process of implementing a remediation plan of the above-mentioned
        weakness in our internal control over financial reporting which includes
        but is
        not limited to the following steps:
  19
  **•**
              Implementing
                  a search for a full-time controller or CFO with appropriate U.S.
                  GAAP and
                  SEC experience
 **•**
              Purchase
                  and install additional accounting software to upgrade internal
                  controls
                  capabilities;
 **•**
              Establish
                  and implement a detailed timeline for review and completion of
                  financial
                  reports to be included in our Forms 10-Q and 10-K (established
                  in
                  connection with this Form 10-Q); and
 **•**
              Employ
                  the use of appropriate supplemental SEC and U.S. GAAP checklists
                  in
                  connection with our closing process and the preparation of our
                  Forms 10-Q
                  and 10-K.
 
 The
        implementation of these remediation plans has been initiated and will continue
        during the remainder of fiscal 2008 and possibly through the first half of
        fiscal 2009. The material weakness will not be considered remediated until
        the
        applicable remedial procedures are tested and management has concluded that
        the
        procedures are operating effectively. Management recognizes that use of our
        financial resources will be required not only for implementation of these
        measures, but also for testing their effectiveness and may seek the assistance
        of an outside service provider to assist in this process.
 
 If
        we are
        not able to implement controls to avoid the occurrence of material weaknesses
        in
        our internal control over financial reporting in the future, then we might
        report results that are not consistent with our actual results and we may
        need
        to restate results that will have been previously reported.
 
 *Changes
        in Internal Control over Financial Reporting*
 
 The
        following changes in our internal control over financial reporting were
        implemented during the quarter ended June 30, 2008 that have materially
        affected, or are reasonably likely to materially affect, our internal control
        over financial reporting:
 
 **•**
              Engaged
                  the use of a third party accounting service
                  provider
  On
        June
        24, 2008, upon the closing of the exchange transaction, we terminated McElravy,
        Kinchen & Associates, P.C. (“McElravy Kinchen”), as our independent
        registered public accounting firm. McElravy Kinchen audited our financial
        statements for the fiscal year ended December 31, 2007. The reason for the
        replacement of McElravy Kinchen was that, following the exchange transaction,
        the former stockholders of Juhl Energy and DanMar own a majority of the
        outstanding shares of our common stock. The wind energy business of Juhl
        Energy
        and DanMar is our new business, and the current independent registered public
        accountants of Juhl Energy and DanMar is the firm of Boulay, Heutmaker, Zibell
        & Co. P.L.L.P. (“Boulay Heutmaker”). We believe that it is in our best
        interest to have Boulay Heutmaker continue to work with our business, and
        we
        therefore retained Boulay Heutmaker as our new independent registered public
        accounting firm effective as of June 24, 2008. Boulay Heutmaker is located
        at
        7500 Flying Cloud Drive, Suite 800, Minneapolis, Minnesota 55344.
 
 The
        appointment of Boulay Heutmaker was recommended and approved by our board
        of
        directors. During our two most recent fiscal years, and the subsequent interim
        periods, prior to June 30, 2008, we did not consult Boulay Heutmaker regarding
        either: (i) the application of accounting principles to a specified transaction,
        completed or proposed, or the type of audit opinion that might be rendered
        on
        our company’s financial statements, or (ii) any matter that was either the
        subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation
        S-K or
        a reportable event as described in Item 304(a)(1)(v) of Regulation
        S-K.
  McElravy
        Kinchen’s report on our financial statements for the year ended December 31,
        2007 did not contain any adverse opinion or disclaimer of opinion and was
        not
        qualified as audit scope or accounting principles, however such year-end
        report
        did contain a modification paragraph that expressed substantial doubt about
        our
        ability to continue as a going concern.
  During
        the most recent fiscal year ended December 31, 2007, (i) there were no
        disagreements between us and McElravy Kinchen on any matter of accounting
        principles or practices, financial statement disclosure or auditing scope
        or
        procedure which, if not resolved to the satisfaction of McElravy Kinchen,
        would
        have caused McElravy Kinchen to make reference to the subject matter of the
        disagreement in connection with its reports and (ii) there were no “reportable
        events,” as described in Item 304(a)(1)(iv) of Regulation S-B of the Securities
        Exchange Act of 1934, as amended, or the Exchange Act. The decision to replace
        McElravy Kinchen was not the result of any disagreement between us and McElravy
        Kinchen on any matter of accounting principle or practice, financial statement
        disclosure or audit procedure. Our board of directors deemed it in our best
        interest to change independent auditors following the closing of the exchange
        transaction.
  We
        furnished McElravy Kinchen with a copy of this current report prior to filing
        this report with the SEC. We also requested that McElravy Kinchen furnish
        a
        letter addressed to the SEC stating whether it agrees with the statements
        made
        in this report. A copy of McElravy Kinchen’s letter to the SEC was filed with
        the Company’s Current Report on Form 8-K as Exhibit 16.1.


20




**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**





**Exchange
      Transaction** ***.*** **** On
      June
      24, 2008, at the closing of the exchange transaction, we issued an aggregate
      of
      15,250,000 shares of our common stock to the former stockholders of Juhl Energy
      and DanMar in exchange for all of the outstanding stock of Juhl Energy and
      DanMar. The shares of our common stock issued to former holders of Juhl Energy
      and DanMar common stock in connection with the exchange transaction were exempt
      from registration under Section 4(2) of the Securities Act of 1933 as a sale
      by
      an issuer not involving a public offering and under Regulation D promulgated
      pursuant to the Securities Act of 1933. We also issued 2,250,000 shares of
      our
      common stock to Greenview Capital, LLC (and unrelated designees) at the closing
      of the exchange transaction in consideration for merger advisory services in
      connection with the transaction. These shares of common stock were not
      registered under the Securities Act, or the securities laws of any state, and
      were offered and sold in reliance on the exemption from registration afforded
      by
      Section 4(2) and Regulation D (Rule 506) under the Securities Act and
      corresponding provisions of state securities laws, which exempts transactions
      by
      an issuer not involving any public offering. Such securities may not be offered
      or sold in the United States absent registration or an applicable exemption
      from
      the registration requirements and certificates evidencing such shares contain
      a
      legend stating the same.




**Private
      Placement** ***.*** Concurrently with the closing of the exchange transaction, we completed a
      private placement to two institutional investors and two other accredited
      individuals of units consisting of shares of our newly-created series A
      convertible preferred stock, par value $.0001 per share, and detachable,
      five-year class A, class B and class C warrants to purchase shares of our common
      stock at an exercise price of $1.25 (class A), $1.50 (class B) and $1.75 (class
      C) per share. In total, we sold 5,160,000 shares of our series A convertible
      preferred stock (convertible 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. We received
      gross proceeds of $5,160,000 in consideration for the sale of the
      units.




The
      units
      (and the securities therein) issued in the private placement were exempt from
      registration under Section 4(2) of the Securities Act of 1933 as a sale by
      an
      issuer not involving a public offering and under Regulation D promulgated
      pursuant to the Securities Act of 1933. The units (and the securities therein)
      were not registered under the Securities Act, or the securities laws of any
      state, and were offered and sold in reliance on the exemption from registration
      afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act
      and corresponding provisions of state securities laws, which exempts
      transactions by an issuer not involving any public offering. Such securities
      may
      not be offered or sold in the United States absent registration or an applicable
      exemption from the registration requirements and certificates evidencing such
      securities contain a legend stating the same.




21




Use
      of
      Proceeds.  We
      engaged Greenview Capital to assist and advise the Company in an effort to
      secure financing and paid Greenview Capital, and its designees, a fee for such
      advice in the amount of $300,000 in cash and 2,250,000 shares of common stock.
      We set aside $350,000 in the aggregate for legal and accounting fees incident
      to
      the transaction. We engaged an investor relations firm and set aside $500,000
      of
      the proceeds for such purpose over the ensuing years. The remaining proceeds
      from the transaction are used for ongoing operations.




**Item
      3. DEFAULTS UPON SENIOR SECURITIES.**





None





**Item
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





**Exchange
      Transaction**





On
      June
      24, 2008, the exchange transaction, as described in Part I, Item 2and
      unregistered sale of securities, as described in Part II, Item 2, were approved
      by our board of directors and stockholders.





Prior
      to
      the closing of the exchange transaction and private placement, our board of
      directors was composed only of Cory Heitz. On June 24, 2008, immediately
      following the exchange transaction, Mr. Heitz resigned as our director, and
      Daniel J. Juhl and John P. Mitola became directors of our company and . All
      directors hold office until the next annual meeting of stockholders and the
      election and qualification of their respective successors. Edward C. Hurley
      became our third director on July 9, 2008, following the end of the quarter
      ended June 30, 2008.





Prior
      to
      the closing of the exchange transaction and private placement, Cory Heitz was
      our Chief Executive Officer, Principal Financial Officer and Principal
      Accounting Officer. Mr. Heitz resigned from all of the offices that he held
      effective on June 24, 2008.




On
      June
      24, 2008, our board of directors named the following persons as our new
      executive officers: Daniel J. Juhl - Chairman of the Board and Chief Executive
      Officer, John P. Mitola - President, and Jeffrey C. Paulson - General Counsel,
      Vice President and Secretary. Officers are elected annually by our board of
      directors and serve at the discretion of our board. We are currently in the
      process of identifying a new Chief Financial Officer. Mr. Mitola will serve
      in
      that capacity until a new Chief Financial Officer is hired.




All
      directors hold office until the next annual meeting of stockholders and the
      election and qualification of their successors.




Following
      the closing of the exchange transaction, we approved the grant of stock options
      to John Mitola in conjunction with his employment agreement to purchase up
      to
      500,000 shares of our common stock.





On
      June
      24, 2008, the Board also approved the grant of stock options to John Mitola
      to
      purchase up to 10,000 shares of our common stock in connection with his service
      as a director of the Company.




**Amendments
      to Certificate of Incorporation.** In connection with
      the exchange transaction, our board of directors and stockholders approved
      and
      filed a certificate of amendment to our certificate of incorporation with the
      Delaware Secretary of State on June 20, 2008, thereby changing our corporate
      name to Juhl Wind, Inc. The certificate of amendment additionally (a) amended
      our capital stock provisions to provide for the authority to issue 100,000,000
      shares of common stock, par value $.0001 per share, and 20,000,000 shares of
      preferred stock, par value $.0001 per share, and (b) added an indemnification
      provision for the benefit of our directors, in compliance with Section 174
      of
      the General Corporation Law of the State of Delaware. On June 24, 2008, we
      also
      filed a Certificate of Designation of Rights, Preferences and Limitations to
      establish a class of 5,160,000 shares of series A 8% convertible preferred
      stock. A copy of the certificate of amendment to our certificate of
      incorporation and a copy of the certificate of designation were filed as
      exhibits to the Company’s Current Report on Form 8-K filed June 24,
      2008.




22





**Item
      5. OTHER INFORMATION.**





None





**Item
      6. EXHIBITS**





Exhibits
      required by Item 601 of Regulation S-K





No.
            
            Description(2)
            
            Securities
                Exchange Agreement, dated June 24, 2008 between MH & SC, Incorporated
                and Juhl Energy Development, Inc. and DanMar and Associates, Inc.
                and, for
                certain limited purposes, their respective stockholders1(3)
            (i)
            Articles
                of Incorporation of the Company2(ii)
            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
                State1(iii)
            Bylaws
                of the Company2




(4)
            
            Form
                of Common Stock Certificate(31.1)
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002(31.2)
            Certification
                of President and Chief Financial Officer Pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002(32.1)
            Certification
                of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
                Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002(32.2)
            Certification
                of President and Chief Financial Officer Pursuant to 18 U.S.C. Section
                1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002


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




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





23





**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant caused duly caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.





JUHL
                WIND, INC.(Registrant)Date:
                August 13, 2008
            /s/
                Daniel J. JuhlDaniel
                J. JuhlChief
                Executive OfficerDate:
                  August 13, 2008
            /s/John
                P MitolaJohn
                P. MitolaPresident
                and Chief Financial Officer




24