Summary of UNIVERSITY GIRLS CALENDAR LTD

Item 2. Plan of Operation

Cautionary Statement Regarding Forward-looking Statements

This report may contain "forward-looking" statements. Examples of forward-looking statements include, but are not limited to: (a) projections of our revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of our plans and objectives; (c) statements of our future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "anticipate," "expect," "may," "project," "intend" or similar expressions.

Description of the Business

This section must be read in conjunction with the financial statements included in this Quarterly Report.

We were incorporated June 2, 2005 under the laws of the state of Nevada. On June 30, 2005, we purchased all the issued and outstanding shares of University Girls Calendar, Ltd., a Nova Scotia company ("UGC Nova Scotia") from our officer and director Paul Pedersen for 10 shares of our common stock. As a result of the transaction, UGC Nova Scotia became a wholly-owned subsidiary of ours. It is through UGC Nova Scotia that we conduct business in Canada.

Production of our first printed calendar, the 2006 Nova Scotia University Girls Calendar, began on July 12, 2005. Between July and November of 2005, numerous photo-shoot sessions were held to obtain quality pictures for the calendar. During that period, we acquired a collection of over 800 useable images of female student models which could also be used for any future printed production, on our website, or for any ongoing marketing activity. The models each signed consent forms giving us the right to use the images for future printed calendars, for release through our website, or by third parties who may purchase or license the images from us. From July through the end of 2005, six companies entered into arrangements with us to purchase advertising in the 2006 calendar.

In August 2005, production of our website began. To date, the site has been completed, to the extent that 2006 calendars and various products (such as t-shirts and baseball caps bearing our logo) may be purchased at www.universitygirlscalendar.com. The website includes a password-protected members' section providing exclusive content not found in the printed product. We will be giving away free accesses to this member's only section with the purchase of our printed 2007 calendar. We believe that this will add significant value to the purchase of our 2007 calendar and provide University Girls with a competitive advantage over the competition. This will also introduce consumers to the idea of enjoying our products online, in addition to the traditional paper form. In the future, we plan to expand the content offered through the web in the member's only section, and charge a monthly membership fee for access. The re-designed "member's only" section of our website is being launched in conjunction with the commercial release of our new 2007 calendar, which is due to be released October 21, 2006..

In August 2005, graphic designers began developing a prototype of a calendar design template. This template was completed in October 2005. In developing this template, our strategy was to develop a professional yet low-cost design platform which can be easily re-used for future calendar releases, both in Nova Scotia and potentially in other markets. The design can be re-used in other cities and in subsequent years by simply removing and replacing the images and advertising graphics so that different university models and new advertisers are represented.

In November of 2005, we completed production of our main product, the 2006 Nova Scotia University Girls Calendar, and 3,000 copies were printed. We developed a promotional and marketing strategy for its 2006 calendar. In general, this strategy involved establishing distribution channels spread across the province of Nova Scotia. The overall market strategy is discussed below.

The 2006 University Girls Calendar was released on December 14, 2005. During the period between December 14, 2005 and February 16, 2006, the company held over 25 promotional events in nightclubs throughout the city of Halifax, including at The Dome, Halifax's largest nightclub, at home games for the Dartmouth Destroyers, a professional hockey team in the east coast league, and on University campuses such as Dalhousie University, Acadia University, Saint Mary's University, and Saint Francis Xavier University. As of August 31, 2006, we had sold 487 copies of our 2006 Calendar.

In August 2006, graphic designers finished a re-designed graphic template which will be used for the 2007 calendar. The new design was intended to increase the quality of our product and to keep up with larger more established competing calendars such as Sports Illustrated, Maxim, and Hawaiian Tropic.

Production for the 2007 product began in late February 2006, which included the start of photography for future printed or online releases. A substantial amount of photography was done in early September to coincide with the new school year. Over 1,000 new photos were added to our photograph library, and certain photos were selected to be edited in anticipation of the 2007 calendar. In September of 2006, production of our 2007 Nova Scotia University Girls Calendar was completed and it is anticipated that 2,000 units will be printed. The release date for our 2007 product is set for October 21, 2005.

University Girls Calendar will again work with sponsors, and our overall marketing strategy for the 2007 Calendar will be similar to the strategy we followed for the 2006 calendar. We plan to continue seeking a larger distribution network in the hopes of landing a future national distribution contract.

We have also begun planning for a possible expansion (new regional calendar product) in Ontario, Canada. (Ontario University Girls Calendar), and are in talks with some individuals who would represent us there for a 2008 calendar

Description of Products, Revenue Streams and Distribution Channels

As of the date of this quarterly report, we have successfully produced 12 month calendars for 2006 and 2007. We did so by placing advertisements at various Nova Scotia universities (Nova Scotia has 5 major university campuses and several smaller colleges), which called for both female models and people interested in assisting with production of the calendar itself (photographers, graphic artists, and the like). The response to these advertisements was favourable, and we filled many of our needed staff positions, as well as all of our modeling requirements. Where feasible and deemed to be advantageous, we produced the calendar with the help of voluntary staff, which were principally persons interested in obtaining experience generating a calendar product of this type (many of them university students in a related field). Where staff needs were not adequately filled through this method, we hired appropriate professionals. Prospective calendar models were told up front that modeling for the calendar would not be a paid position.

This allowed us to produce the calendar at a reasonably low price, while also ensuring adequate staffing to ensure a high quality.

Revenue Streams

We currently have three main revenue streams as follows:

1. Calendar Sales. Our new 2007 Calendar will be released for sale on October 21, 2006. We will begin marketing it at that time, and anticipate an increase in sales from last year's edition based on increased general word of mouth awareness in the calendar over the last year. Last year we marketed, distributed and sold our 2006 Nova Scotia University Girls Calendar from its release on December 15, 2005 until May 31, 2006., Revenues from calendar sales, will represent our main revenue stream for the coming year. As of August 31, 2006, we had sold 487 units of our 2006 Calendar, for gross revenues of $3,704.

2. Internet Product Sales and Advertising. We have an internet web-site at www.universitygirlscalendar.com , which we shall use for sales of calendars, t-shirts, posters, and other sellable products. In the future, we intend to charge a monthly fee for consumers wishing to view our product online through the "members only" section. We will be giving away free access to this service to consumers who purchase our printed 2007 calendar.

3. Advertising Sales. We receive revenues through the sale of sponsorship advertisements that appear in the finished calendar. For the 2006 Calendar, which was completed in late 2005, we sold sponsorships to six different advertisers. Advertising dollars earned from our 2006 calendar amounted to $3,461. We anticipate advertising revenue in relation to our 2007 calendar to be zero..UGC has decided to produce this year's calendar advertisement free to increase the professionalism of our product. UGC will begin to offer online advertisements through www.universitygirlscalendar.com to make up for the lost revenues from the printed release.

Distribution Channels

We begin selling and distributing our 2007 calendars on October 21, 2006 through four main distribution channels:

1. The use of various merchant vendor distribution outlets throughout Nova Scotia. As of the date of this quarterly report, we had 14 such outlets selling the calendar, including merchant stores such as Hallmark, Main Drug Mart, Popeye's Supplements, and The Thirsty Duck Pub.. We have found merchants who have agreed to retail the calendars on a consignment basis, keeping 25% of the sale price (with 75% going to us). We will release a small number of calendars for sale in Toronto, Ontario and Hamilton, Ontario, to test the national appeal of the product outside of Nova Scotia.

2. The scheduling of various social events and local bars and nightclubs where calendars will be sold. We have engaged in partnerships with local bars and nightclubs to organize various "Calendar Girl" events. At such events, the bar or nightclub advertises that "University Girl Calendar Models" will be in attendance, and in exchange, our representatives are allowed to sell copies of our calendars on site. The representatives selling the calendars, often the models themselves, receive 20% commission for all calendars they sell.

3. We currently have 34 regional selling agents who work on a purely commission basis. These individual cover key areas of Nova Scotia, and seek ways to distribute our products. They often sell calendars to friends, family, co-workers, door to door, or at their schools and workplaces. These regional agents take 20% commission on the sale price for the products they sell.

4. Through our web-site. We maintain a web-site at www.universitygirlscalendar.com , through which we currently are selling our calendars. Information contained in our website is not part of this quarterly report.

University Girls Calendar Ltd is aggressively pursuing a major distributor for future calendar releases. We have identified two potential distributors who have exclusive rights to calendar distribution within the two major grocery stores in Nova Scotia. The company hopes to announce a major distribution deal in the future, but we cannot guarantee that such an announcement will be made.

Marketing

We do not currently engage in any general advertising of our calendars over and above marketing done in connection with the distribution channels noted above. However, we have experienced significant local press coverage, including feature stories relating to our products, models, and founder, Paul Pedersen, in local and Canadian national media such as Halifax Daily News, The Halifax Chronicle Herald, The National Post, The Vancouver Province, ATV News, The National, CTV Newsnet, CBC Newsworld, CBC Radio One and the Q104, Halifax. In the future, depending on available revenues, we may engage in some general marketing efforts over and above those involved in establishing the three main distribution channels noted above under "Distribution Channels".

Much of our marketing activities involved raising awareness of our product in the market place by giving away free promotional items. To date, 660 calendars have been given away as promotional items to current sponsors, companies we identified as potential future sponsors, local nightclubs, distributors, and to students around campuses. The company's goal this year was to increase our product's profile in the eyes of consumers and sponsors, create "buzz" for future releases, and build on our "University Girls Calendar" brand.

Intellectual Property

We have developed a branding strategy for our products. It includes our stylized names, logos and layout templates. These trademarks appear throughout our calendar product and our website, and on the t-shirts, hats and other clothing we sell. We believe these trademarks will help consumers identify and differentiate our product. In terms of identifying words, we currently use the words "University Girls Calendar", "Halifax University Girls" and "Nova Scotia University Girls", in various color combinations, in association with our products. Because we have not yet registered our trademarks with the United States and Canada trademark offices, our trademark protection is limited to available common law protection, which applies only in the regions in which we operate. As it is anticipated that brand recognition will be an important part of our business, we plan to register our trademarks with the United States and Canada trademark offices at the earliest practicable date.

Competition

We compete generally with many other manufacturers and retailers in the calendar publishing industry and specifically with those who offer products with similar content We compete with, among many others, the Sports Illustrated Swimsuit Calendar, the Girls of Maxim Calendar, the FHM Girls Calendar, and the Texas Students Swimsuit Calendar. For example, we anticipate competing with these more established products in some aspects of our business, including market share, internet traffic and product sales. This competition could result in our being unable to gain any significant market share which could have a material adverse effect on our business. However, we believe that we compete favourably on the basis of quality, uniqueness, creativity and our "grass roots" connection to local markets because of the use of only local models. Our connection to the local market is a particularly important characteristic of our product. We believe that consumers, given the choice, may be more inclined to purchase our calendar because it contains photographs of local university students. Notwithstanding what we believe are our advantages, we may not be able to compete effectively against our competitors, many of whom have significantly greater financial resources and a stronger market presence.

Government Regulation

Government regulation and compliance with environmental laws have not had a material effect on our business.

Employees

We have no employees other than our sole officer and director as of the date of this quarterly report.

Property

We do not lease or own any real property. We maintain our corporate office at 1881 Brunswick St, Suite 311, Halifax, Nova Scotia, Canada, B3J 3L8 . This office space is an office-sharing arrangement being provided as an accommodation to us by Paul Pedersen, our sole officer, where we can receive mail and perform other minimal corporate functions. As our business operations grow, it will be necessary for us to seek appropriate individual office space. Management believes suitable office space will be available when it is needed.

Plan of Operation

We intend to market and distribute our 2007 calendar from October 21 until approximately May of, 2007. While calendar sales traditionally drop off after January, our product has the advantage that it is relatively new to consumers and holds a novelty appeal. Our calendar will remain available for sale year round through our website.

In February we began preparations for our 2007 calendar, which will follow roughly the same format as the 2006 calendar. Any future calendar releases should be more efficiently produced, as we have created templates that will be used to design and layout all future releases. As of September of 2006, our photographers have completed compiling, from volunteer models, photo galleries suitable for use in our 2007 Nova Scotia Calendar. We have selected sufficient photography to fill the entire 2007 Nova Scotia calendar, and the calendar has been assembled. In early October of 2006, 2000 units of the calendar will be printed. All the photo galleries produced can also be used for future printed calendar releases or for immediate release through our website.

Depending on the marketing and distribution success of the 2007 calendar, we may attempt to do similar calendars in additional regions aside from Nova Scotia. This will depend on our ability to attract key people to produce and market calendars in additional cities. If we are successful in these efforts, we intend to expand our operations in coming years to cities and universities in other provinces and states in North America. We intend to enter into sales and distribution arrangements with retail businesses across Canada, and, if we successfully expand to cities and universities in the United States, we intend to enter into sales and distribution arrangements with retail businesses across the United States. We are currently in discussion with individuals in Ontario Canada in relation to a possible expansion there for the 2008 calendar sales year.

We plan to expand our revenue streams as follows: We plan to use our website for sales of calendars, t-shirts, posters, and similar sellable items. The site may also eventually have a members only section, for which a monthly membership fee will be charged, which will allow members access to additional photographs, video interviews, and the like. If the internet site becomes popular enough, we also plan to attempt to market and sell advertising space on the website itself. We have created a "Calendar Girl Search" event which we will attempt to sell to nightclubs in the Halifax area. The event will consist of a six weekly two hour events held at a participating nightclub. Each week, a contest will be held where patrons of the club vote for an individual they think should appear in a future University Girls Calendar. The finals of the event will be held on the sixth week, where the previous winners from the past five weeks will return to compete for a spot in a future University Girls Calendar release. We believe nightclubs will find this promotion to be valuable for attracting patrons to their establishment, and will pay for this event to be held in their location. We are marketing these events in conjunction with the release of our 2007 calendar.

We believe we have sufficient cash on hand to sustain our operations for the next 12 months, even if there are no further revenues from sales from the 2006 or 2007 calendars. Revenues from our 2006 Calendar, which included unit sales ($3,704) and advertising sales ($3,461) up to August 31, 2006, totalled $7,165 As of August 31, 2006, we had $36,179 in cash. Such funds will be sufficient to produce our Nova Scotia University Girls calendar for 2007. If we desire to grow our business, we may need to raise additional capital. In our last fiscal year, we successfully raised initial funds through private placements of our common stock. In the future, we may to do additional placements should there be need for additional funds. There is no assurance that such placements will be successful. However, if funds are not available from these sources, our director and President, Mr. Paul Pedersen has agreed to loan us up to $50,000 in furtherance of our plan of operations on an as-needed basis.

We plan to expand our distribution channels as follows: We will continue to seek distribution partnerships with smaller independently-owned stores throughout Nova Scotia. Following a successful 2006 joint promotion with Superior Beverages, we plan to again co-market and sell New World Wines and the 2007 University Girls Calendar in select Nova Scotia government liquor stores. Superior Beverages will be paying models from the University Girls Calendar to give out free samples of their products, and sell University Girls Calendars. Liquor stores will allow representatives from the University Girls Calendar to sell calendars within the liquor stores during special promotions with Superior Beverages, and won't take any percentage of sales.

In the future, depending on available revenues, we may engage in some general marketing efforts over and above those involved in establishing the three main distribution channels noted above.

We do not believe that there will be significant research and development expenses during the next 12 months.

If management believes it is appropriate to begin a program of rapid expansion, including to additional markets and the production of additional calendars in other areas of North America, to continue executing our business plan and to operate our business for the next 12 months, we believe we will need up to $50,000. We plan on obtaining this operating capital from our own available funds and revenues from the sale of our 2007 calendar, but we expect to be able to raise capital through the sale of our common stock if business revenues are not available to pay necessary expenses.

We do not anticipate the need for any additional employees during the next twelve months other than the services of the individuals discussed above, unless initial response to our product is extremely positive or expansion into new markets occurs faster than expected. Since our management plans to engage independent contractors only when volunteer positions cannot be adequately filled, and there are no plans for other significant expenditures over the coming year (aside from marketing and distribution costs, discussed above), adverse material impacts on short term liquidity are not expected. Our agreements with existing distributors and sales agents do not require us to make any financial commitments. We are taking a different approach with our 2007 calendar from our previous edition. All advertisements within our 2007 calendar have been removed to increase the professionalism of our product. This was done to make our products more appealing to large distributors. We plan to use our 2007 calendar as a showcase to major distributors, in the hopes of securing a distribution agreement. If we are not able to land a substantial distribution agreement for our calendars we do not plan on printing additional calendars and we will come up with alternative strategies for future calendar releases. As of July 5, 2006, we had sold, distributed or given away (as a promotional item) 2340 of our 2006 Nova Scotia Calendars, and we have 660 remaining in inventory. The remaining units of our 2006 calendar will be given away with

the purchase of our new 2007 Calendar, which is set to be released on October 21,2006 Our long-term liquidity will rely much on the success of our product sales and our ability to land a distribution agreement with a major distributor.

Off Balance Sheet Arrangements

None.