STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253C Parent into Subsidiary CERTIFICATE OF OWNERSHIP AND MERGER MERGING UNIVERSITY GIRLS CALENDAR, LTD., a Nevada Corporation INTO UNIVERSITY GIRLS CALENDAR, LTD., a Delaware Corporation University Girls Calendar, Ltd., a corporation organized and existing under the laws of the State of Nevada, DOES HEREBY CERTIFY: FIRST: That it was organized pursuant to the provisions of the General Corporation Law of the State of Nevada, on the 2nd day of June 2005. SECOND: That it owns 100% of the outstanding shares of the capital stock of University Girls Calendar, Ltd., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware on the 3rd day of January 2007. THIRD: That its Board of Directors, by Unanimous Written Consent dated the 3rd day of January 2007, determined to merge the corporation into said University Girls Calendar, Ltd. (Nevada), and did adopt the following resolutions: RESOLVED, that this corporation, University Girls Calendar, Ltd. (Nevada), merges itself into University Girls Calendar, Ltd. (Delaware), which corporation assumes all of the obligations of University Girls Calendar, Ltd. (Nevada). FURTHER RESOLVED, that the terms and conditions of the merger are as follows: Upon completion of the merger, the holders of the common stock of University Girls Calendar, Ltd. (Nevada) shall receive 1.310344828 shares of the common stock of University Girls Calendar, Ltd. (Delaware) in exchange for each share of common stock of University Girls Calendar, Ltd. (Nevada) and shall have no further claims of any kind or nature; and all of the common stock of University Girls Calendar, Ltd. (Delaware) held by University Girls Calendar, Ltd. (Nevada) shall be surrendered and canceled. FOURTH: That this merger has been approved by the holders of at least a majority of the outstanding shares of stock of this corporation, University Girls Calendar, Ltd. (Nevada), by written consent in lieu of a meeting of the stockholders. FIFTH: That the name of the surviving corporation shall be University Girls Calendar, Ltd. IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 3rd day of January 2007. By: /s/ Paul Pedersen ------------------------------------- Authorized Officer Name: Paul Pedersen -------------- Print or Type Title: President, Secretary and Treasurer ----------------------------------
