**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**FORM
      10-KSB**





**(Mark
                One)**x
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.****For
                the Fiscal Year Ended November 30, 2006****OR** ̈
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.****For
                the transition period from _______________ to
                _______________**




Commission
      File Number: **333-131087**




**TOWERSTREAM
      CORPORATION**


**(formerly
      University Girls Calendar, Ltd.)**


(Name
      of
      Small Business Issuer in Its Charter)





**Delaware**
              (State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            **20-8259086**
              (I.R.S.
                Employer
              Identification
                No.)**55
                Hammarlund Way**
              **Middletown,
                RI**
              (Address
                of Principal Executive Offices)
            **02842**
              (Zip
                Code)




**(401)
      848-5848**


(Issuer’s
      Telephone Number, Including Area Code)





Securities
      registered pursuant to Section 12(b) of the Exchange Act: **None**





Securities
      registered pursuant to Section 12(g) of the Exchange Act: **None**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





During
      the fiscal year ended November 30, 2006, the issuer had gross revenues of
      $8,288.00.





The
      aggregate market value of common stock, $0.001 par value per share, held by
      nonaffiliates of the issuer, based on the sale trade price of the common stock,
      as reported by the OTC Bulletin Board on March 9, 2007, was $102,497,170.50.
      For
      purposes of this computation, all officers, directors and 10% beneficial owners
      of the registrant are deemed to be affiliates. Such determination should not
      be
      deemed an admission that such officers, directors or 10% beneficial owners
      are,
      in fact, affiliates of the registrant.





As
      of
      February 28, 2007, there were 23,724,950 shares of common stock
      outstanding.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




None




Transitional
      Small Business Disclosure Format (check one): Yes o No x













**TOWERSTREAM
      CORPORATION**





**FORM
      10-KSB**





**FOR
      THE FISCAL YEAR ENDED NOVEMBER 30, 2006**





**INDEX**





**Page**PART
                IItem
                1.
            Description
                of Business
            
            1Item
                2.
            Description
                of Property
            
            4Item
                3.
            Legal
                Proceedings
            
            4Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            5PART
                IIItem
                5.
            Market
                for Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchases of Equity Securities
            
            5Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            
            5Item
                7.
            Financial
                Statements
            
            8Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting andFinancial
                Disclosure
            
            23Item
                8A.
            Controls
                and Procedures
            
            23Item
                8B.
            Other
                Information
            
            24PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act
            
            25Item
                10.
            Executive
                Compensation
            
            28Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            35Item
                12.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            
            36Item
                13.
            Exhibits
            
            38Item
                14.
            Principal
                Accountant Fees and Services
            
            41










**PART
      I**




Unless
      specifically noted otherwise, this annual report on Form 10-KSB reflects the
      business and operations of University Girls Calendar, Ltd. prior to the reverse
      merger transaction that was completed on January 12, 2007 and is described
      in
      Part III. For a more complete discussion of the reverse merger transaction
      and
      the business and operations of Towerstream Corporation, please see our Current
      Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
      on January 19, 2007, and as amended on January 25, 2007, which filing is
      incorporated herein by reference.




**Forward-Looking
      Information**




This
      Annual Report on Form 10-KSB contains “forward-looking statements” within the
      meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”). All statements in this Annual Report other than
      statements of historical fact are “forward-looking statements” for purposes of
      these provisions, including any statements of the plans and objectives for
      future operations and any statement of assumptions underlying any of the
      foregoing. Statements that include the use of terminology such as “may,” “will,”
“expects,” “believes,” “plans,” “estimates,” “potential,” or “continue,” or the
      negative thereof or other and similar expressions are forward-looking
      statements. These forward-looking statements involve risks and uncertainties,
      and it is important to note that our actual results could differ materially
      from
      those projected or assumed in such forward-looking statements. Among the factors
      that could cause actual results to differ materially are the factors detailed
      under the headings “Legal Proceedings” and “Management’s Discussion and Analysis
      or Plan of Operation,” generally, and specifically therein under the captions
“Liquidity and Capital Resources” as well as elsewhere in this Annual Report on
      Form 10-KSB. All forward-looking statements included in this document are made
      as of the date hereof, based on information available to us as of the date
      hereof, and we assume no obligation to update any forward-looking
      statement.




**Item
      1.**  **Description
      of Business**




**Business
      Development**




We
      were
      incorporated on June 2, 2005 under the laws of the State of Nevada. Our
      principal offices were located at 1881 Brunswick Street, Suite 311, Halifax,
      Nova Scotia, Canada B3J 3L8. While our goal was to design, publish and sell
      wall
      mounted calendars, we were unsuccessful in developing that business. Prior
      to
      the reverse merger described in Part III, we had limited revenue and limited
      operations.




On
      January 4, 2007, University Girls Calendar, Ltd., a Nevada corporation
      (“UGC-NV”), was merged with and into University Girls Calendar, Ltd., a Delaware
      corporation (“UGC-DE”), for the sole purpose of changing the state of
      incorporation to Delaware from Nevada. Pursuant to the merger, each share of
      UGC-NV was exchanged for 1.310344828 shares of UGC-DE.




**Description
      of Our Business as of November 30, 2006**




Production
      of what was our principal product, 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.




-1-




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 calendars and various products (such as t-shirts and baseball
      caps bearing our logo) may be purchased at www.universitygirlscalendar.com.
      It
      was intended that the website will include a password-protected members’ section
      providing exclusive content not found in the printed product, for a monthly
      membership fee, and work on this aspect of the site has begun.




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 that could 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 in December 2005, 3,000 copies were
      printed.




Through
      2006, we continued to expand the library of photographic images of models for
      use in the 2007 calendar and on the website. We chose not to have advertising
      in
      the 2007 calendar to give the 2007 calendar a less commercial appearance, so
      no
      advertisements were sold. In October 2006, we completed production of the 2007
      calendar and 2,000 copies were printed. The website did not become a great
      source of revenue. The website has generated approximately $130 in calendar
      sales and no sales of other products through Novembr 30, 2006.




Our
      promotional and marketing strategy for the calendar, in general, has involved
      establishing distribution channels spread across the province of Nova Scotia.
      We
      planned also to make use of regional selling agents, who work on strictly a
      commission basis, to distribute its products in key areas across Nova Scotia
      as
      efficiently as possible and using strategic relationships to obtain
      cost-effective marketing. The overall market strategy is discussed
      below.




**Description
      of Products, Revenue Streams and Distribution Channels**




As
      of
      November 30, 2006, we successfully produced a 12 month calendar for the 2006
      and
      2007 years. 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 favorable,
      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.




-2-




**Revenue
      Streams**




We
      had
      three main revenue streams as follows:




*Calendar
      Sales.* We
      marketed, distributed and sold our 2006 and 2007 Nova Scotia University Girls
      Calendars. Revenues from these sales represented our main revenue
      stream.




*Internet
      Product Sales and Advertising.* We
      started an Internet web-site at www.universitygirlscalendar.com, which we used
      for sales of calendars, t-shirts, posters, and similar salable items. The
      website generated approximately $130 in calendar sales and no sales of other
      products through November 30, 2006.




*Calendar
      Sponsors.* We
      received revenues through the sale of sponsorship advertisements that appear
      in
      the finished 2006 calendar. For the 2006 Calendar, which was completed in late
      2005, we sold sponsorships to six different advertisers. For the 2007 Calendar,
      we chose to give the calendar a less commercial appearance and did not sell
      any
      advertising.




**Distribution
      Channels**




We
      are
      currently selling and distributing our calendars through four main distribution
      channels:




1.  We
      used
      various merchant vendor distribution outlets throughout Nova Scotia. As of
      January 12, 2007, we had 12 such outlets selling the calendar, including
      merchant stores such as Hallmark, Popeye’s Supplements, and Main Drug Mart. We
      found merchants who agreed to retail the calendars on a consignment basis,
      keeping 25% of the sale price (with 75% going to us). We released 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.  We
      engaged in partnerships with local bars and nightclubs to organize various
      “Calendar Girl” events. At such events, the bar or nightclub advertised that
“University Girl Calendar Models” would be in attendance, and in exchange, our
      representatives were allowed to sell copies of our calendars on site. The
      representatives selling the calendars, often the models themselves, received
      a
      20% commission for all calendars they sold.




3.  We
      had 21
      regional selling agents who work on a purely commission basis. These individuals
      covered key areas of Nova Scotia, and sought ways to distribute our products.
      They often sold calendars to friends, family, co-workers, door to door, or
      at
      their schools and workplaces. These regional agents took 20% commission on
      the
      sale price for the products they sold.




4.  We
      maintained a web-site at www.universitygirlscalendar.com, through which we
      sold
      our calendars.




**Marketing**




We
      did
      not engage in any general advertising of our calendars over and above marketing
      done in connection with the distribution channels noted above. However, we
      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.




-3-




**Intellectual
      Property**




We
      developed a branding strategy for our products. It includes our stylized names,
      logos and layout templates. These trademarks appeared throughout our calendar
      product and our website, and on the t-shirts, hats and other clothing we offered
      for sale. We believe these trademarks helped consumers identify and
      differentiate our product. In terms of identifying words, we used the words
      “University Girls Calendar”, “Halifax University Girls” and “Nova Scotia
      University Girls”, in various color combinations, in association with our
      products. Because we did not register our trademarks with the United States
      and
      Canada trademark offices, our trademark protection was limited to available
      common law protection, which applied only in the regions in which we
      operated.




**Competition**




We
      competed generally with other manufacturers and retailers in the calendar
      publishing industry, and specifically with those who offer products with similar
      content. We competed 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 competed with these more established
      products in some aspects of our business, including market share, Internet
      traffic and product sales. We believe this competition resulted in our being
      unable to gain any significant market share.




**Government
      Regulation**




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




**Employees**




As
      of
      November 30, 2006, we had no employees other than our sole officer and
      director.




**Item
      2.**  **Description
      of Property**




**University
      Girls Calendar, Ltd.**




Prior
      to
      the reverse merger with TWER described in Part III, we maintained our corporate
      office at 1881 Brunswick St, Suite 311, Halifax, Nova Scotia, Canada B3J 3L8.
      This office space was provided to us pursuant to an office-sharing arrangement
      with Paul Pedersen, our sole officer and director at the time. This office
      space
      served as a place to receive mail and perform other minimal corporate functions.
      We did not enter into any lease agreement for usage of this space. Subsequent
      to
      the reverse merger, this space was vacated.




**Towerstream
      Corporation**




With
      the
      completion of the reverse merger, we relocated our principal offices to
      Middleton, Rhode Island under a lease for approximately 5,804 square feet of
      space. Pursuant to our lease, which expires on June 30, 2008, we are obligated
      to pay $6,288 per month until June 30, 2007 and then $6,771 for the balance
      of
      the lease. We do not own any real property. We believe our office space is
      adequate for our immediate needs. Additional space may be required as we expand
      our activities. We do not foresee any significant difficulties in obtaining
      any
      required additional facilities.




**Item
      3.**  **Legal
      Proceedings**




From
      time
      to time, we may be involved in litigation relating to claims arising out of
      our
      operations in the normal course of business. As of November 30, 2006, there
      were
      no pending or threatened lawsuits that could have a material effect on our
      results of operations. As of November 30, 2006, there were no legal proceedings
      pending, or to our knowledge threatened against us.




-4-




**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders**




No
      matter
      was submitted to a vote of our stockholders during the fourth quarter of fiscal
      year 2006.




**PART
      II**




**Item
                5.**
              **Market
                  for Common Equity, Related Stockholder Matters and Small Business****Issuer
                  Purchases of Equity
                  Securities**




Prior
      to
      the reverse merger with TWER, there was no public market for our common
      stock.




On
      February 28, 2007, there were approximately 142 holders of record of our common
      stock. Additional beneficial owners of our common stock hold shares in street
      names through brokers and custodians.




We
      have
      not declared or paid any cash dividends on our common stock and do not
      anticipate declaring or paying any cash dividends in the foreseeable future.
      We
      currently expect to retain future earnings, if any, for the development of
      our
      business. Dividends may be paid on our common stock only if and when declared
      by
      our Board of Directors.




During
      the year ended November 30, 2006, we did not (1) sell any securities that were
      not registered under the Securities Act, (2) have any equity compensation plans
      in place and (3) repurchase any of our equity securities.




**Item
        6.** **Management’s
        Discussion and Analysis or Plan of Operation**




**The
      following Management’s Discussion and Analysis or Plan of Operation relates to
      the financial condition and results of operations of University Girls Calendar,
      Ltd. as of, and for the years ended, November 30, 2005 and 2006.**




**Overview**




As
      at
      November 30, 2006 (and until January 12, 2007), we were in the business of
      designing, producing and selling calendars. Our product was a 12-month wall
      calendar containing pictures of female students who attend one of the five
      major
      universities in the province of Nova Scotia, Canada. We marketed and distributed
      the calendar principally in the Nova Scotia area. If the Nova Scotia calendar
      proved successful, it was our intention to branch out into other local markets.
      In each case, we intended to produce a local calendar featuring local models
      so
      that the product would maintain a local, grassroots appeal. We attempted to
      sell
      the calendars principally through distribution arrangements with local retail
      businesses. We also maintained an Internet website.




Our
      calendars were for the 12 months starting January. This made them a product
      with
      a highly seasonal sales pattern, as our expected consumer would typically buy
      a
      calendar for the upcoming year in November or December or as a Christmas gift.
      Some sales were typically expected in the new year but would decline greatly
      in
      volume as the year progressed.




-5-




Our
      net
      loss for the year ended November 30, 2006 was $69,559, compared to $9,221 for
      the year ended November 30, 2005. Cash used in operating activities in the
      year
      ended November 30, 2006 was $58,838, compared to $7,508 for the year ended
      November 30, 2005. The increases in net loss and cash used were due to increased
      business activity. As at November 30, 2005, we had not yet gone through our
      first season of producing and selling calendars.




**Sales
      and cost of sales**




We
      had
      sales revenue net of commissions of $4,543 from sales of 487 units of the 2006
      calendar and 81 units of the 2007 calendar in the year ended November 30, 2006.
      The release date of the 2006 calendar was December 15, 2005, therefore there
      were no sales in the year ended November 30, 2005. The release date of the
      2007
      calendar was earlier in the year, October 31, 2006, in order to cover more
      of
      the Christmas buying season. Our 2007 calendar had a suggested retail price
      of
      approximately $13.14 (the price is $CAD 15.00) each. We paid commission agents
      15% to 40% to sell the calendar, so we received between $7.88 and $11.17 each.
      The 2006 calendar had a suggested retail price of approximately $9.00. Cost
      of
      sales of $1,161 (2005 - $0) consisted of the printing costs of the calendars
      sold. Printing cost per unit of the 2007 calendar was $3.94, and of the 2006
      calendar was $2.19.




With
      the
      completion of the reverse merger described in Part III, including the transfer
      of the calendar business to Paul Pedersen, we do not expect to realize future
      sales of calendars.




We
      had
      revenue from sales of advertising in the 2006 calendar of $3,745 net of selling
      commissions in the year ended November 30, 2006. We did not sell advertising
      in
      the 2007 calendar.




**Expenses**




Professional
      fees increased to $52,416 in the year ended November 30, 2006 from $1,757 in
      the
      year ended November 30, 2005 due to the costs of legal and accounting services
      for preparation of quarterly and annual financial statements and public filings.
      Inventory write-down expense increased to $5,030 in the year ended November
      30,
      2006 from $0 in the year ended November 30, 2005, due to writing off the balance
      of unsold 2006 calendars on hand at the end of the calendar selling season
      and
      writing down the balance of unsold 2007 calendars on hand as at November 30,
      2006 to estimated net realizable value. Increases in other expense categories
      were due to the increased level of activity in 2006 and being in operation
      for a
      full year. Advertising and promotion expense included the cost of calendars
      given away at special promotional events to get the product known in the
      market.




**Liquidity
      and Capital Resources**




As
      at
      November 30, 2006, we had $10,059 in cash. Paul Pedersen, formerly our sole
      officer and director, had agreed to loan us up to $50,000 in furtherance of
      our
      plan of operations on an as-needed basis until January 31, 2007. We felt it
      was
      unlikely that these funds, plus further revenue from calendar sales and whatever
      financing we could raise from other sources, would be sufficient to expand
      operations and sales volumes to levels where we could become a self-sufficient
      operation. As a result, we decided it was in our best interests and the best
      interests of our shareholders to pursue the reverse merger described in Part
      III.




**Critical
      Accounting Policies and Estimates**




The
      discussion and analysis of our financial condition presented in this section
      are
      based upon the consolidated financial statements of us and our subsidiary,
      which
      was prepared in accordance with the generally accepted accounting principles
      in
      the United States. During the preparation of the financial statements we were
      required to make estimates and judgments that affect the reported amounts of
      assets, liabilities, revenues and expenses, and related disclosure of contingent
      assets and liabilities. On an ongoing basis, we evaluate our estimates and
      judgments, including those related to sales, bad debts, inventories, income
      taxes and contingencies. We base our estimates on historical experience and
      on
      various other assumptions that we believe are reasonable under current
      conditions. Actual results may differ from these estimates under different
      assumptions or conditions.




-6-




In
      response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding
      Disclosure About Critical Accounting Policy,” we identified the most critical
      accounting principals upon which our financial status depends. We determined
      that those critical accounting principles are related to the use of estimates,
      inventory valuation, revenue recognition and income tax.




Revenues
      are recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104,
      “Revenue Recognition.” Under SAB 104, product revenues (or service revenues) are
      recognized when persuasive evidence of an arrangement exists, delivery has
      occurred (or service has been performed), the sales price is fixed and
      determinable and collectibility is reasonably assured.




Inventory
      is carried at the lower of cost and net realizable value. The cost of calendars
      is the direct printing cost of the calendars. Inventory as at November 30,
      2006
      is carried at $4,409.




We
      adopted Statement of Financial Accounting Standards No. 109 - “Accounting for
      Income Taxes” (SFAS 109). SFAS 109 requires the use of the asset and liability
      method of accounting for income taxes. Under the asset and liability method
      of
      SFAS 109, deferred tax assets and liabilities are recognized for the future
      tax
      consequences attributable to temporary differences between the financial
      statements carrying amounts of existing assets and liabilities and their
      respective tax bases. Deferred tax assets and liabilities are measured using
      enacted tax rates expected to apply to taxable income in the years in which
      those temporary differences are expected to be recovered or settled. We have
      not
      recognized deferred tax assets as at November 30, 2006 as we disposed of our
      net
      operating loss carryforwards subsequent to the year through the completion
      of
      the reverse merger and disposition of our subsidiary.




-7-


Item
      7.  **Financial
      Statements**




**UNIVERSITY
        GIRLS CALENDAR, LTD.**
  CONSOLIDATED
        FINANCIAL STATEMENTS
 
 November
        30, 2006
  
 **Page**Consolidated
                  Financial Statements:Report
                  of Independent Registered Public Accounting Firm
              
              9Consolidated
                  Balance Sheet
              
              10Consolidated
                  Statement of Operations
              
              11Consolidated
                  Statement of Cash Flows
              
              12Consolidated
                  Statement of Stockholders’ (Deficit) Equity
              
              13Notes
                  to Consolidated Financial Statements
              
              14-22
 
 -8-
  ***Report
          of Independent Registered Public Accounting Firm***
 
 
 Board
          of Directors
 University
          Girls Calendar, Ltd.
 
 We
          have audited the accompanying balance sheet of University Girls Calendar,
          Ltd.
          as of November 30, 2006 and the related statements of operations, stockholders’
deficit, and cash flows for the years ended November 30, 2006 and 2005
          . These
          financial statements are the responsibility of the Company’s management. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audit.
 
 We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States).  Those standards require that
          we plan and perform the audit to obtain reasonable assurance about whether
          the
          financial statements are free of material misstatement.  The Company is not
          required to have, nor were we engaged to perform, an audit of its internal
          control over financial reporting. Our audit included consideration of internal
          control over financial reporting as a basis for designing audit procedures
          that
          are appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion.  An audit also includes
          examining on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements, assessing the accounting principles used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation.  We believe that our audit provide a
          reasonable basis for our opinion.
 
 In
          our opinion, the financial statements referred to above present fairly,
          in all
          material respects, the financial position of University Girls Calendar,
          Ltd. as
          of November 30, 2006 and the results of its operations, changes in stockholders’
deficit, and its cash flows for the years ended November 30, 2006 and 2005,
          in
          conformity with accounting principles generally accepted in the United
          States of
          America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As described in Note 3, the Company has
          had
          minimal operations to date and has incurred losses since inception. These
          matters raise substantial doubts about the Company’s ability to continue as a
          going concern. Management's plan in regard to this matter is also discussed
          in
          Note 3. The financial statements do not include any adjustments that might
          result from the outcome of these uncertainties.
 
 /s/
          Schumacher & Associates, Inc.
 
 Schumacher
          & Associates, Inc.
 Certified
          Public Accountants
 2525
          Fifteenth Street, Suite 3H
 Denver,
          Colorado 80211
 
 March
          12, 2007
   -9-
  **UNIVERSITY
        GIRLS CALENDAR, LTD.**
  CONSOLIDATED
        BALANCE SHEETS
  November
                  30,
              
              November
                  30,2006
              
              2005**ASSETS**CurrentCash
                  in discontinued operations
              
              $
              10,059
              
              $
              69,005Accounts
                  receivable in discontinued operations
              
              
              806
              
              
              3,220Inventory
                  in discontinued operations
              
              
              4,409
              
              
              -Total
                  Current Assets
              
              
              15,274
              
              
              72,225Total
                  Assets
              
              $
              15,274
              
              $
              72,225**LIABILITIES
                  AND STOCKHOLDERS’ (DEFICIT) EQUITY**Current
                  liabilitiesAccrued
                  liabilities in continuing operations
              
              
              16,751
              
              
              1,285Accrued
                  liabilities in discontinued operations
              
              
              890
              
              
              -Deferred
                  advertising revenue
              
              
              -
              
              
              3,640Total
                  Liabilities
              
              
              17,641
              
              
              4,925Commitments
                  and Contingencies (Notes 1,2, 3 and 5)Capital
                  stockAuthorized:50,000,000
                  common shares, par value $0.001 per shareIssued
                  and outstanding:4,450,010
                  common shares
              
              
              4,450
              
              
              4,450Additional
                  paid-in capital
              
              
              70,558
              
              
              70,558Accumulated
                  other comprehensive income
              
              
              1,405
              
              
              1,513Accumulated
                  deficit
              
              
              (78,780
              )
              
              (9,221
              )Total
                  Stockholders’ (Deficit) Equity
              
              
              (2,367
              )
              
              67,300Total
                  Liabilities and Stockholders’(Deficit)
                  Equity
              
              $
              15,274
              
              $
              72,225
 The
          accompanying notes are an integral part of these statements.
  -10-
  **UNIVERSITY
        GIRLS CALENDAR, LTD.**
  CONSOLIDATED
        STATEMENTS OF OPERATIONS
  Years
                  Ended November 30,2006
              
              2005ExpensesOffice
                  and administration
              
              $
              2,322
              
              $
              -Professional
                  fees
              
              
              46,850
              
              
              1,757Travel
              
              
              4,060
              
              
              -Total
                  expenses
              
              
              53,232
              
              
              1,757(Loss)
                  from continuing operations
              
              
              (53,232
              )
              
              (1,757
              )Discontinued
                  operations (Note 1)Calendar
                  sales revenue
              
              $
              4,543
              
              
              -Cost
                  of goods sold
              
              
              1,161
              
              
              -Gross
                  profit
              
              
              3,382
              
              
              -Advertising
                  revenue
              
              
              3,745
              
              
              -7,127
              
              
              -ExpensesAdvertising
                  and promotion
              
              
              3,650
              
              
              1,261Calendar
                  design and photography
              
              
              2,323
              
              
              750Inventory
                  write-down
              
              
              5,030
              
              
              -Office
                  and administration
              
              
              6,885
              
              
              5,453Professional
                  fees
              
              
              5,566
              
              
              -Total
                  expenses
              
              
              23,454
              
              
              7,464(Loss)
                  from discontinued operations of subsidiary
              
              
              (16,327
              )
              
              (7,464
              )Net
                  (Loss) for the period
              
              $
              (69,559
              )
              $
              (9,221
              )Basic
                  and diluted (loss) per share
              
              $
              (0.02
              )
              $
              (*
              )Weighted
                  average number of shares outstanding
              
              
              4,450,010
              
              
              3,378,671Other
                  comprehensive (loss) incomeNet
                  (loss) for period
              
              $
              (69,559
              )
              $
              (9,221
              )Foreign
                  currency translation adjustment
              
              
              (108
              )
              
              1,513Total
                  comprehensive (loss)
              
              $
              (69,667
              )
              $
              (7,708
              )
 
 *
        Less
        than $0.01 per share
  The
        accompanying notes are an integral part of these statements.
  -11-
  **UNIVERSITY
        GIRLS CALENDAR, LTD.**
  CONSOLIDATED
        STATEMENT OF CASH FLOWS
 
 Years
                  Ended November 30,2006
              
              2005Cash
                  flows (used by) operating activitiesNet
                  (loss) for the period
              
              $
              (69,559
              )
              $
              (9,221
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activitiesChange
                  in operating assets:Accrued
                  liabilities
              
              
              16,356
              
              
              1,285Deferred
                  advertising revenue
              
              
              (3,640
              )
              
              3,640Accounts
                  receivable
              
              
              2,414
              
              
              (3,212
              )Inventory
              
              
              (4,409
              )
              
              -Net
                  adjustments
              
              
              10,721
              
              
              1,713Net
                  cash (used by) operating activities
              
              
              (58,838
              )
              
              (7,508
              )Cash
                  flows from financing activitiesSale
                  of common shares
              
              
              -
              
              
              75,000Foreign
                  currency translation adjustment
              
              
              (108
              )
              
              1,513Net
                  cash from financing activities
              
              
              (108
              )
              
              76,513(Decrease)
                  increase in cash during the period
              
              
              (58,946
              )
              
              69,005Cash,
                  beginning of period
              
              
              69,005
              
              
              -Cash,
                  end of period
              
              $
              10,059
              
              $
              69,005Supplemental
                  disclosure of cash flow information:Cash
                  paid for:Interest
              
              $
              —
              
              $
              —Income
                  taxes
              
              $
              —
              
              $
              —
 The
          accompanying notes are an integral part of these statements.
  -12-
  **UNIVERSITY
        GIRLS CALENDAR, LTD.**
  CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY
  Period
        from April 27, 2005 (Date of inception) to November 30, 2006
 
 Common
                  Stock
              
              Additional
                Paid-in
              
              Other
                Comprehensive
              
              Accumulated
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Income
              
              (Deficit)
              
              (Deficit)June
                and July,
                2005Common
                  stock issuedfor
                  cash at $0.01
              
              
              3,000,000
              
              $
              3,000
              
              $
              27,000
              
              $
              —
              
              $
              —
              
              $
              30,000Common
                  stock issuedfor
                  acquisition ofsubsidiary
              
              
              10
              
              
              —
              
              
              8
              
              
              —
              
              
              —
              
              
              8August
                  and September, 2005 Common stock issued for cash at $0.02
              
              
              1,250,000
              
              
              1,250
              
              
              23,750
              
              
              —
              
              
              —
              
              
              25,000October
                  and November, 2005 Common stock issued for cash at $0.10
              
              
              200,000
              
              
              200
              
              
              19,800
              
              
              —
              
              
              —
              
              
              20,000Foreign
                  currencytranslation
                  adjustment
              
              
              —
              
              
              —
              
              
              —
              
              
              1,513
              
              
              —
              
              
              1,513Net
                  loss for the period
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (9,221
              )
              
              (9,221
              )Balance,
                  November 30, 2005
              
              
              4,450,010
              
              $
              4,450
              
              $
              70,558
              
              $
              1,513
              
              $
              (9,221
              )
              $
              67,300Foreign
                  currencytranslation
                  adjustment
              
              
              —
              
              
              —
              
              
              —
              
              
              (108
              )
              
              —
              
              
              (108
              )Net
                  loss for the year
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (69,559
              )
              
              (69,559
              )Balance,
                  November 30, 2006
              
              
              4,450,010
              
              $
              4,450
              
              $
              70,558
              
              $
              1,405
              
              $
              (78,780
              )
              $
              (2,367
              )
 
 The
        accompanying notes are an integral part of these statements.
  -13-
  **UNIVERSITY
        GIRLS CALENDAR, LTD.**
 
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  November
        30, 2006
 
 **Note
        1 Nature and Discontinuance of Operations**
 
 a) Organization
        and Principles of Consolidation
 
 University
        Girls Calendar, Ltd. (the “Company”) is in the business of designing, producing
        and selling calendars. The Company’s initial product is a 12-month wall calendar
        containing pictures of female students who attend one of the five major
        universities in the province of Nova Scotia, Canada. The Company is marketing
        and distributing the calendar principally in the Nova Scotia area. In each
        case,
        the Company intends to produce a local calendar featuring local models so
        that
        the product maintains a local, grassroots appeal. The Company is attempting
        to
        sell the calendars principally through distribution arrangements with local
        retail businesses. The Company also maintains an Internet website.
 
 The
        Company was incorporated in the State of Nevada, United States of America,
        on
        June 2, 2005. The Company’s year-end is November 30. On June 30, 2005, the
        Company acquired all of the shares of University Girls Calendar Ltd., a Nova
        Scotia company (“UGC-NS”) that was incorporated on April 27, 2005, for 10 shares
        of the Company, then valued at $8. The transaction was treated as a reverse
        acquisition, which is a capital transaction and not a business combination.
        Accordingly, the financial statements for the acquired subsidiary are presented
        for the periods prior to acquisition.
 
 The
        financial statements include the accounts of the subsidiary. All intercompany
        transactions have been eliminated prior to the consolidation.
 
 b) Discontinued
        Operations
 
 At
        November 30, 2006 the Company had decided to dispose of the operating subsidiary
        UGC-NS and look for another Company with which to enter a merger agreement.
        The
        financial statements present the assets and liabilities and results of
        operations of the subsidiary in discontinued operations. Subsequent to November
        30, 2006, the Company concluded an agreement of merger and disposition of
        the
        subsidiary as described in Note 8.
 
 -14-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
 
 The
        net
        assets of the subsidiary as at November 30, 2006 are as follows:
  Cash
              
              $
              10,059Accounts
                  receivable
              
              
              806Inventory
              
              
              4,409Total
                  assets
              
              
              15,274Liabilities
              
              
              890Net
                  assets
              
              $
              14,384
 
 **Note
        2 Significant Accounting Policies**
 
 This
        summary of significant accounting policies is presented to assist in
        understanding the Company’s financial statements. The financial statements and
        notes are representations of the Company’s management who is responsible for
        their integrity and objectivity. These accounting policies conform to generally
        accepted accounting principles in the United States of America and have been
        consistently applied in the preparation of the financial statements. The
        financial statements are stated in United States of America
        dollars.
 
 a) Organizational
        and Start-up Costs
 
 Costs
        of
        start-up activities, including organizational costs, are expensed as incurred
        in
        accordance with SOP 98-5.
 
 b) Income
        Taxes
 
 The
        Company has adopted the Statement of Financial Accounting Standards No. 109
        -
“Accounting for Income Taxes” (SFAS 109). SFAS 109 requires the use of the asset
        and liability method of accounting for income taxes. Under the asset and
        liability method of SFAS 109, deferred tax assets and liabilities are recognized
        for the future tax consequences attributable to temporary differences between
        the financial statements carrying amounts of existing assets and liabilities
        and
        their respective tax bases. Deferred tax assets and liabilities are measured
        using enacted tax rates expected to apply to taxable income in the years
        in
        which those temporary differences are expected to be recovered or
        settled.
 
 c) Basic
        and
        Diluted Loss Per Share
 
 In
        accordance with SFAS No. 128 - “Earnings Per Share”, the basic loss per common
        share is computed by dividing net loss available to common stockholders by
        the
        weighted average number of common shares outstanding. Diluted loss per common
        share is computed similar to basic loss per common share except that the
        denominator is increased to include the number of additional common shares
        that
        would have been outstanding if the potential common shares had been issued
        and
        if the additional common shares were dilutive. At November 30, 2006, the
        Company
        had no stock equivalents that were anti-dilutive and excluded in the earnings
        per share computation.
  -15-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
  d) Estimated
        Fair Value of Financial Instruments
 
 The
        carrying value of the Company’s financial instruments, consisting of accounts
        receivable and accrued liabilities approximate their fair value due to the
        short-term maturity of such instruments. Unless otherwise noted, it is
        management’s opinion that the Company is not exposed to significant interest,
        currency or credit risks arising from these financial statements.
 
 e) Revenue
        Recognition
 
 Revenues
        are recognized in accordance with SEC Staff Accounting Bulletin (SAB) No.
        104,
        "Revenue Recognition." Under SAB 104, product revenues (or service revenues)
        are
        recognized when persuasive evidence of an arrangement exists, delivery has
        occurred (or service has been performed), the sales price is fixed and
        determinable and collectibility is reasonably assured.
 
 f) Currency
 
 The
        Company records foreign currency transactions in accordance with Statement
        of
        Financial Standards (FAS) No. 52. The functional currency of the Company
        is the
        United States Dollar. The Company does not hedge foreign currency
        transactions.
 
 The
        functional currency of the Company’s operating subsidiary is the Canadian
        Dollar. The subsidiary translates assets and liabilities into United States
        Dollars at current exchange rates, revenues and expenses are translated at
        the
        average exchange rate during the period, and equity accounts are translated
        at
        the historical rate. Related translation adjustments are reported as other
        comprehensive income, a component of stockholders’ equity.
 
 -16-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
 g) Use
        of
        Estimates
 
 The
        preparation of the Company’s financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the amounts reported in these financial statements
        and
        accompanying notes. Actual results could differ from those
        estimates.
 
 h) Cash
        and
        Cash Equivalents
 
 The
        Company considers all highly liquid debt instruments with an original maturity
        of three months or less to be cash equivalents. At November 30, 2006 and
        2005
        the Company had no cash equivalents.
 
 i) Inventory
 
 Inventory
        is carried at the lower of cost and net realizable value. The cost of calendars
        is the direct printing cost of the calendars.
 
 j) Earnings
        (Loss) Per Common Share
 
 Earnings
        (loss) per share of common stock is computed by dividing the net earnings
        (loss)
        by the weighted average number of common shares outstanding during the period.
        Diluted earnings per share is not shown for periods in which the Company
        incurs
        a loss because it would be anti-dilutive.
 
 k) Recent
        Accounting Pronouncements
 
 In
        April
        2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on Derivative
        Instruments and Hedging Activities", which amends and clarifies the accounting
        guidance on certain derivative instruments and hedging activities. SFAS 149
        is
        generally effective for contracts entered into or modified after June 30,
        2003
        and hedging relationships designated after June 30, 2003. The adoption of
        this
        statement did not impact the Company's financial position, results of
        operations, or cash flows.
 
 In
        May
        2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
        Instruments with Characteristics of both Liabilities and Equity." SFAS 150
        establishes standards for how an issuer of equity (including the equity shares
        of any entity whose financial statements are included in the consolidated
        financial statements) classifies and measures on its balance sheet certain
        financial instruments with characteristics of both liabilities and equity.
        SFAS
        150 is effective for financial instruments entered into or modified after
        May
        31, 2003 and for existing financial instruments after July 1, 2003. The adoption
        of this statement did not impact the Company's financial position, results
        of
        operations, or cash flows.
  -17-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
 In
        January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
        Entities," and a revised interpretation of FIN 46 ("FIN 46-R") in December
        2003.
        FIN 46 requires certain variable interest entities ("VIEs") to be consolidated
        by the primary beneficiary of the entity if the equity investors in the entity
        do not have the characteristics of a controlling financial interest or do
        not
        have sufficient equity at risk for the entity to finance its activities without
        additional subordinated financial support from other parties. The provisions
        of
        FIN 46 are effective immediately for all arrangements entered into after
        January
        31, 2003. Since January 31, 2003, the Company has not invested in any entities
        it believes are variable interest entities for which the Company is the primary
        beneficiary. For all arrangements entered into after January 31, 2003, the
        Company was required to continue to apply FIN 46 through April 30, 2004.
        The
        Company was required to adopt the provisions of FIN 46-R for those arrangements
        on May 1, 2004. For arrangements entered into prior to February 1, 2003,
        the
        Company was required to adopt the provisions of FIN 46-R on May 1, 2004.
        The
        adoption of this statement did not impact the Company's financial position,
        results of operations, or cash flows.
 
 During
        2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB
        No.
        43, Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
        Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No. 153,
        "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29", and
        SFAS
        No. 123 (revised 2004), "Share-based Payment". These statements are effective
        for periods after these financial statements. We do not believe the impact
        of
        adoption of these statements will be significant to our overall results of
        operations or financial position.
 
 l) Concentrations
 
 Financial
        instruments that potentially subject the Company to concentrations of credit
        risk consist principally of cash. At November 30, 2006, the Company held
        $9,794
        (2005 - $69,005) of cash in excess of amounts insured by agencies of the
        United
        States and Canadian governments, due to holding foreign currency-denominated
        deposits in a bank account in Canada.
  -18-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
 m) Other
 
 The
        Company consists of one reportable business segment.
 The
        Company paid no dividends during the period presented.
 Advertising
        and promotion activities are expensed as incurred.
 Calendar
        design and website design costs are expensed as incurred.
 
 **Note
        3 Basis of Presentation - Going Concern**
 
 The
        accompanying financial statements have been prepared in conformity with
        generally accepted accounting principles in the United States of America,
        which
        contemplates the continuation of the Company as a going concern. However,
        the
        Company has had minimal operations to date and has incurred losses since
        inception. These matters raise substantial doubt about the Company’s ability to
        continue as a going concern. The Company’s President has agreed to loan the
        Company, if needed, up to $50,000 until January 31, 2007 with terms of the
        loan
        to be negotiated at the time of lending, but interest charged will not exceed
        the prevailing prime rate of interest plus 2%.
 
 Management
        believes that actions taken subsequent to November 30, 2006 as described
        in
        notes 1 and 8, including the reverse merger with another company and the
        disposition of the calendar business, provide the opportunity for the Company
        to
        continue as a going concern.
 
 **Note
        4 Common Stock**
 
 The
        Company’s authorized common stock consists of 50,000,000 shares with a par value
        of $0.001 per share.
 
 During
        June and July 2005, the Company issued 3,000,000 shares of common stock at
        a
        price of $0.01 for cash totaling $30,000.
 
 On
        June
        30, 2005 the Company issued and paid 10 shares of common stock as consideration
        for all of the shares of University Girls Calendar Ltd., a Nova Scotia company
        valued at $8.
 
 During
        September and October 2005, the Company issued 1,250,000 shares of common
        stock
        at a price of $0.02 for cash totaling $25,000.
  -19-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
  During
        October and November 2005, the Company issued 200,000 shares of common stock
        at
        a price of $0.10 for cash totaling $20,000 shares.
 
 **Note
        5 Income Taxes**
 
 The
        Company is subject to United States and Canadian income taxes. The Company
        has
        had no income, and therefore has paid no income tax.
 
 Deferred
        income taxes arise from temporary timing differences in the recognition of
        income and expenses for financial reporting and tax purposes. The Company’s
        deferred tax assets consist entirely of the benefit from net operating loss
        (NOL) carryforwards. The Company has not recognized deferred tax assets as
        at
        November 30, 2006 as the Company disposed of its NOL carryforwards subsequent
        to
        the year through the completion of the merger and disposition of the subsidiary
        as described in Note 8.
 
 **Note
        6 Comprehensive income**
 
 The
        Company has adopted Statement of Financial Accounting Standards (SFAS) No130,
        “Reporting Comprehensive Income”. The Statement requires that the components of
        comprehensive income be displayed in the financial statements and includes
        income and all changes in equity during a period that arises from non-owner
        sources such as foreign currency items and unrealized gains and losses on
        certain investments in equity securities. The components of comprehensive
        income
        include net loss of $69,559 (2005 - $9,221) and currency translation adjustment
        of $108 loss (2005 - $1,513 gain).
 
 **Note
        7 Related Party Transactions**
 
 The
        Company’s president provides office-sharing facilities at no
        cost.
 
 **Note
        8 Subsequent event**
 
 On
        January 4, 2007, the Company was merged with and into University Girls Calendar,
        Ltd., a Delaware corporation (“UGC-DE”), for the sole purpose of changing the
        state of incorporation to Delaware from Nevada. Pursuant to the merger, each
        share of the Company was exchanged for 1.310344828 shares of UGC-DE. Immediately
        prior to the merger, there were 4,450,010 shares of UGC-NV issued and
        outstanding. As a result of the Delaware reincorporation, there were 5,831,048
        shares of UGC-DE issued and outstanding.
  -20-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
  Following
        the Company’s decision to exit the calendar business as disclosed in Note 1,
        informal discussions were held with several companies that led to an agreement
        by the Company that closed on January 12, 2007. The sole officer and director
        of
        the Company agreed to transfer his shares of the Company, which prior to
        the
        transactions represented a 67% interest in the Company, to the Company for
        cancellation, and various other stockholders agreed to the transfer in privately
        negotiated transactions of certain shares, with such transactions being subject
        to the closing of the merger of Towerstream Corporation, a privately held
        Delaware corporation, with a subsidiary of the Company. In addition, the
        sole
        officer and director accepted, in lieu of retaining shares owned in the Company
        following the merger, all of the shares of an operating subsidiary of the
        Company, University Girls Calendar, Ltd., a Nova Scotia company (“UGC-NS”), plus
        cash consideration paid directly to the sole officer and director by third
        parties following the consummation of the merger. The agreement with the
        sole
        officer and director provided as follows: the sole officer and director of
        the
        Company, who was the owner of 3,931,048 shares (the “Shares”) of the Common
        Stock, forfeited and delivered to the Company’s treasury all of the Shares in
        exchange for the payment of $215,000 from a group of unaffiliated third parties,
        ten common shares of (“UGC-NS”), which constituted 100% of the capital stock of
        UGC-NS, and $9,300 in cash from UGC-NS that was transferred in conjunction
        with
        the stock of UGC-NS. Subsequent to this transaction, this person resigned
        from
        all positions with the Company. The value of the consideration paid in these
        transactions was determined through arms-length negotiations among the parties.
        The net assets of the subsidiary transferred along with the shares are as
        follows:
  Cash
              
              $
              9,842Accounts
                  receivable
              
              
              606Inventory
              
              
              3,920Total
                  assets
              
              
              14,368Liabilities
              
              
              -Net
                  assets
              
              $
              14,368
  On
        January 12, 2007, the Company entered into an Agreement of Merger and Plan
        of
        Reorganization (the “Merger Agreement”) by and among the Company, Towerstream
        Corporation, a privately held operating Delaware corporation (“TWER”), and
        Towerstream Acquisition, Inc., a newly formed wholly-owned Delaware subsidiary
        of the Company (“Acquisition
        Sub”). Upon effectiveness of the merger contemplated under the Merger Agreement
        (the “Merger”), Acquisition Sub was merged with and into TWER, and TWER became a
        wholly-owned subsidiary of the Company.
  -21-
 **UNIVERSITY
          GIRLS CALENDAR, LTD.**
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  November
          30, 2006
 Pursuant
        to the terms of the Merger Agreement, each share of TWER issued and outstanding
        immediately prior to the closing of the Merger was converted into the right
        to
        receive 0.7007716 of one share of common stock of the Company, par value
        $0.001
        per share (the “Common Stock”) (15,000,000 shares in total);
 
 As
        a
        result of the Merger, the former owners of TWER became the controlling
        stockholders of the
        Company .
        Accordingly, the merger of TWER and the
        Company is
        a
        reverse merger.
 
 -22-




**Item
      8.**  **Changes
      In and Disagreements With Accountants on Accounting and Financial** **Disclosure**




We
      had no
      changes in or disagreements with our accountants to report under this item.




**Item
      8A.**  **Controls
      and Procedures**




We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our Chief Executive Officer and Chief Financial
      Officer, of the effectiveness of the design and operation of our disclosure
      controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
      the
      Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief
      Financial Officer concluded that our disclosure controls and procedures are
      effective, as of the end of the period covered by this Report (November 30,
      2006), in ensuring that material information that we are required to disclose
      in
      reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the SEC rules
      and
      forms. There were no changes in our internal control over financial reporting
      during the quarter ended November 30, 2006 that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.




-23-




**Item
      8B.**  **Other
      Information**




None.




**PART
      III**




**Reverse
      Merger With Towerstream Corporation**




On
      January 12, 2007, we entered into an Agreement of Merger and Plan of
      Reorganization (the “Merger Agreement”) with Towerstream Corporation, a
      privately held Delaware corporation (“TWER”), and Towerstream Acquisition, Inc.,
      our newly formed wholly-owned Delaware subsidiary (“Acquisition Sub”). Upon
      effectiveness of the merger contemplated under the Merger Agreement (the
“Merger”), Acquisition Sub was merged with and into TWER, and TWER became our
      wholly-owned subsidiary.




Pursuant
      to the terms of the Merger Agreement:




·
            Each
                share of TWER issued and outstanding immediately prior to the closing
                of
                the Merger was converted into the right to receive 0.7007716 of one
                share
                of our common stock, $0.001 par value per share (15,000,000 shares
                in
                total);




·
            1,900,000
                shares of common stock issued and outstanding previously registered
                on
                Form SB-2 for resale by the holders thereof remained outstanding,
                and all
                other shares of our common stock outstanding prior to the Merger
                were
                cancelled in connection with the
                Merger;




·
            Upon
                the closing of the Merger, each outstanding option or warrant to
                acquire
                TWER capital stock was assumed by us and thereafter became exercisable
                for
                shares of our common stock; and




·
            Certain
                outstanding convertible promissory notes in the aggregate principal
                amount
                of $2,191,636 (of which $1,691,636 was convertible into 1,127,757
                shares
                of our common stock at a conversion price of $1.50 per share, $250,000
                was
                convertible into 156,250 shares of our common stock at a conversion
                price
                $1.60 per share and $250,000 was convertible into 174,825 shares
                of our
                common stock at a conversion price of $1.43 per share) were converted
                in
                1,458,832 shares of our common stock upon the consummation of the
                Merger.




In
      addition, upon the effectiveness of the Merger:




·
            Paul
                Pedersen resigned as our sole officer and
                director;




·
            We
                transferred our entire interest in the operating subsidiary, including
                the
                calendar business, to Paul
                Pedersen;




-24-




·
            Our
                Board of Directors was reconstituted to consist of Philip Urso, Jeffrey
                M.
                Thompson, Howard L. Haronian, William Bush and Paul Koehler;
                and




·
            We
                sold $10,244,500 worth of units (the “Units”), with each Unit consisting
                of (i) 50,000 shares of common stock and (ii) a five-year detachable
                warrant to purchase 25,000 shares of common stock at $4.50 per share
                (the
                “Unit Warrant”), for a purchase price of $112,500 per Unit, in a private
                placement offering to accredited investors (the “Private
                Placement”).




On
      January 18, 2007, we sold $1,253,125 worth of additional Units and terminated
      the Private Placement. On January 18, 2007 we also issued $3,500,000 of our
      8%
      Senior Convertible Debentures due December 31, 2009 pursuant to a Securities
      Purchase Agreement dated as of January 16, 2007.




Pursuant
      to the terms of the Merger Agreement, following the Merger, we changed our
      name
      to Towerstream Corporation and the business of TWER became our sole
      business.




For
      further information regarding the reverse merger transaction, please see our
      Current Report on Form 8-K filed with the SEC on January 19, 2007, and as
      amended on January 25, 2007, which filing is incorporated herein by
      reference.




**Item
              9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate****Governance;
                Compliance With Section 16(a) of the Exchange
                Act**




Prior
      to
      the reverse merger transaction described above, Paul Pedersen was our sole
      director and also served as our President, Chief Executive Officer, Secretary
      and Treasurer. Information regarding Mr. Pedersen is included
      below.




***Paul
      Pedersen, President, Chief Executive Officer, Treasurer, Secretary and
      Director.*** Mr.
      Pedersen, 25, was our sole officer and director. Mr. Pedersen started working
      on
      his commerce degree at Saint Mary’s University in September 2002. Mr. Pedersen
      took an internship position working for an investment advisor at Canaccord
      Capital during the summer of 2004. In September 2004, Mr. Pedersen won the
      prestigious St. Mary’s University Millennium Excellence Award judged on academic
      achievement, leadership, community service and innovation. Mr. Pedersen was
      named to the Saint Mary’s University dean’s list for academic achievement for
      2003/2004. Mr. Pedersen graduated from Saint Mary’s University in 2006 with a
      Commerce Degree, with a major in entrepreneurship and small business. Mr.
      Pedersen is not an officer or a director of any other reporting
      company.




In
      connection with the reverse merger completed on January 12, 2007, Mr. Pedersen
      resigned his positions and the directors and executive officers of TWER became
      our directors and executive officers. The names of all current executive
      officers and members of the Board of Directors and certain information regarding
      them is set forth below. Directors hold office for one-year terms until the
      election and qualification of their successors. Officers are elected annually
      by
      the Board of Directors and serve at the discretion of the Board.




**Name**
            
            **Age**
            
            **Position**Jeffrey
                M. Thompson
            
            42
            
            Chief
                Executive Officer, President and DirectorPhilip
                Urso
            
            48
            
            Chairman
                of the Board of DirectorsGeorge
                E. Kilguss, III
            
            46
            
            Chief
                Financial OfficerArthur
                G. Giftakis
            
            40
            
            Vice
                President of Engineering and OperationsHoward
                L. Haronian, M.D.
            
            45
            
            DirectorPaul
                Koehler
            
            47
            
            DirectorWilliam
                Bush
            
            41
            
            Director




-25-




**Biographies**




***Jeffrey
      M. Thompson, President, Chief Executive Officer and
      Director.*** Mr.
      Thompson co-founded us in October 1999 with Philip Urso. Since inception, Mr.
      Thompson has been a director and from inception until November 2005, Mr.
      Thompson was our chief operating officer. In November 2005, Mr. Thompson was
      promoted from chief operating officer to president and chief executive officer.
      In 1995, Mr. Thompson founded EdgeNet Inc., a privately held Internet service
      provider, and was vice president of operations of EdgeNet Inc. through 1999.
      EdgeNet Inc. was sold in 1997 to Citadel Broadcasting Corporation. Mr. Thompson
      holds a B.S. from the University of Massachusetts.




***Philip
      Urso, Chairman of the Board of Directors.*** Mr. Urso
      co-founded us in October 1999 with Jeffrey M. Thompson. Mr. Urso has served
      as a
      director and our chairman since inception and was our chief executive officer
      from inception until July 2005. Prior to co-founding us, Mr. Urso was President
      of eFortress, an Internet service provider and division of Citadel Broadcasting
      Corporation. At the time, Citadel Broadcasting Corporation was a publicly held,
      national radio station group with over 100 stations. Mr. Urso, with Mr.
      Thompson, founded eFortress in 1995 and sold it to Citadel Broadcasting
      Corporation in 1997. From 1983 until 1997, Mr. Urso owned and operated a group
      of radio stations. In addition, Mr. Urso co-founded the regional cell-tower
      company, MCF Communications, Inc.




***George
      E. Kilguss, III, Chief Financial Officer.*** Mr.
      Kilguss has been our chief financial officer since January 2004 and manages
      all
      of our finance and accounting activities. From November 2000 until December
      2003, Mr. Kilguss was a private investor. From September 1998 until October
      2000, Mr. Kilguss was chief financial officer of Stratos Global Corporation,
      a
      publicly traded company on the Toronto Stock Exchange. Mr. Kilguss was also
      an
      executive vice president of Stratos Global Corporation and served on its board
      of directors from April 1999 until October 2000. Mr. Kilguss holds a B.S. in
      Economics & Finance from the University of Hartford and an M.B.A. from the
      University of Chicago.




***Arthur
      G. Giftakis, Vice-President of Engineering and
      Operations.*** Mr.
      Giftakis has served as vice president of operations since 2004. From 2003 until
      2004, Mr. Giftakis was our manager of engineering and prior to that, Mr.
      Giftakis was at Sockeye Networks, Inc., a border gateway protocol optimization
      company that was acquired by Internap Network Services Corporation in 2003.
      Before joining Sockeye Networks, Inc., Mr. Giftakis held various solution
      architect positions at NaviSite, Inc. and Digital Broadband Communications
      Inc.
      after spending 10 years with Bell Atlantic Corp., now known as Verizon
      Communications Inc.




***Howard
      L. Haronian, MD, Director.*** Dr.
      Haronian has served as a director since inception in October 1999. Dr. Haronian
      is an interventional cardiologist and has been president of Cardiology
      Specialists, Ltd. of Rhode Island since 1994. Dr. Haronian has also been a
      member of the clinical faculty of the Yale School of Medicine since 1994 and
      has
      served as the director of the cardiac catheterization program at Yale-New Haven
      Hospital since 2003.




***Paul
      Koehler, Director.*** Mr.
      Koehler has served as a director since January 12, 2007. Mr. Koehler is the
      vice
      president of business development of Pacific Ethanol, Inc. (NasdaqGM: PEIX),
      a
      position he has held since June 2005. Mr. Koehler has over twenty years of
      experience in the electricity industry, having focused during the past five
      years on acquiring and developing wind power projects for PPM Energy, Inc.,
      a
      subsidiary of Scottish Power plc. Prior to joining PPM Energy Inc., Mr. Koehler
      was the president and a founder of Kinergy Corporation, a consulting firm
      focused on renewable energy and risk management. In addition, Mr. Koehler was
      a
      co-founder of ReEnergy LLC, one of the companies acquired by Pacific Ethanol,
      Inc. During the 1990s, Mr. Koehler worked for Portland General Electric Company
      and Enron Corp. in marketing and origination of long term transactions, risk
      management, and energy trading. Mr. Koehler holds a B.A. from the Honors College
      at the University of Oregon.




-26-




***William
      Bush, Director.*** Mr.
      Bush
      has served as a director since January 2007. Mr. Bush has been an executive
      officer of Handheld Entertainment, Inc. (NasdaqCM: ZVUE) since January 2006
      and
      became its chief financial officer on June 26, 2006. Mr. Bush has over 15 years
      of experience in accounting, financial support and business development. From
      2002 to 2005, Mr. Bush was the chief financial officer and secretary for
      International Microcomputer Software, Inc. (OTCBB:IMSI.OB), a developer and
      distributor of precision design software, content and on-line services. Prior
      to
      that he was a director of business development and corporate controller for
      Buzzsaw.com, Inc. Mr. Bush was one of the founding members of Buzzsaw.com,
      Inc.,
      a privately held company spun off from Autodesk, Inc. in 1999, focusing on
      online collaboration, printing and procurement applications. From 1997 to 1999,
      Mr. Bush worked as corporate controller at Autodesk, Inc. (NasdaqGM: ADSK),
      the
      fourth largest software applications company in the world. Prior to that, Mr.
      Bush worked for seven years in public accounting, first with Ernst & Young,
      and later with Price Waterhouse in Munich, Germany. Mr. Bush holds a B.S. in
      Business Administration from U.C. Berkeley and is a Certified Public
      Accountant.




Howard
      L.
      Haronian and Philip Urso are cousins.




**Board
      Committees**




The
      standing committees of our Board of Directors consist of an Audit Committee,
      a
      Compensation Committee and a Nominating Committee. Each of these committees
      were
      formed immediately following the revervse merger transaction described above
      on
      January 12, 2007.




**Audit
      Committee**




The
      Audit
      Committee of the Board of Directors is currently comprised of Messrs. Bush,
      Haronian and Koehler, each of whom is an independent director. Mr. Bush is
      a
      qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B
      and serves as chairman of the Audit Committee. The Audit Committee’s duties are
      to recommend to our Board of Directors the engagement of independent auditors
      to
      audit our financial statements and to review our accounting and auditing
      principles. The Audit Committee reviews the scope, timing and fees for the
      annual audit and the results of audit examinations performed by the internal
      auditors and independent public accountants, including their recommendations
      to
      improve the system of accounting and internal controls. The Audit Committee
      will
      at all times be composed exclusively of directors who are, in the opinion of
      our
      Board of Directors, free from any relationship that would interfere with the
      exercise of independent judgment as a committee member and who possess an
      understanding of financial statements and generally accepted accounting
      principles.




**Compensation
      Committee**




The
      Compensation Committee of the Board of Directors is currently comprised of
      Messrs. Haronian and Bush. The Compensation Committee reviews and approves
      our
      salary and benefits policies, including compensation of executive officers.
      The
      Compensation Committee also administers our stock option plans and recommends
      and approves grants of stock options under such plans.




**Nominating
      Committee**




We
      established a Nominating Committee of the Board of Directors, currently
      comprised of Messrs. Haronian and Koehler. The Nominating Committee considers
      and makes recommendations on matters related to the practices, policies and
      procedures of the Board and takes a leadership role in shaping our corporate
      governance. As part of its duties, the committee assesses the size, structure
      and composition of the Board and Board committees, coordinates evaluation of
      Board performance and reviews Board compensation. The committee also acts as
      a
      screening and nominating committee for candidates considered for election to
      the
      Board. In this capacity it concerns itself with the composition of the Board
      with respect to depth of experience, balance of professional interests, required
      expertise and other factors. The committee evaluates prospective nominees
      identified on its own initiative or referred to it by other Board members,
      management, stockholders or external sources and all self-nominated candidates.
      The committee uses the same criteria for evaluating candidates nominated by
      stockholders and self-nominated candidates as it does for those proposed by
      other Board members, management and search companies.




-27-




**Code
      of Ethics**




On
      January 12, 2007, immediately following the revervse merger transaction
      described above, our Board of Directors adopted a code of conduct and ethics
      that establishes the standards of ethical conduct applicable to all directors,
      officers and employees of our company. The code addresses, among other things,
      conflicts of interest, compliance with disclosure controls and procedures and
      internal control over financial reporting, corporate opportunities and
      confidentiality requirements. The Audit Committee is responsible for applying
      and interpreting our code of conduct and ethics in situations where questions
      are presented to it.




**Item
      10.**  **Executive
      Compensation**




The
      following Summary Compensation Tables sets forth, for the years indicated,
      all
      cash compensation paid, distributed or accrued for services, including salary
      and bonus amounts, rendered in all capacities by our Chief Executive Officer
      and
      all other executive officers who received or are entitled to receive
      remuneration in excess of $100,000 during the stated periods.




Table
      1
      refers to compensation paid by University Girls Calendar, Ltd. to University
      Girls Calendar, Ltd.’s Chief Executive Officer, its sole executive officer,
      prior to the reverse merger transaction bescribed above on January 12, 2007,
      for
      the fiscal years ended November 30, 2005 and 2006. Table 2 discloses
      compensation paid by TWER, our operating subsidiary whose business succeeded
      the
      business of University Girls Calendar, Ltd. as our sole business following
      the
      reverse merger on January 12, 2007, to TWER’s Chief Executive Officer and other
      executive officers (the “TWER named executive officers”) during the fiscal years
      ended December 31, 2005 and 2006.




Table
      1 -
      University Girls Calendar, Ltd.


Name
                  and Principal Position
              
              Year
              
              Salary($)
              
              Bonus
                  ($)
              
              Option
                  Awards ($)(1)
              
              Nonqualified
                Deferred
                  Compensation Earnings ($)
              
              Total
                  ($)Paul
                  Pedersen,
              
              
              2006
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Chief
                  Executive Officer
              
              
              2005
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —




-28-




Table
      2 -
      Towerstream Corporation


Name
                  and Principal Position
              
              Year
              
              Salary
                  ($)
              
              Bonus
                  ($)
              
              Option
                  Awards ($)(1)
              
              Nonqualified
                Deferred
                  Compensation Earnings ($)
              
              Total
                  ($)Jeffrey
                  M. Thompson,
              
              
              2006
              
              
              171,000
              
              
              30,000
              
              
              
              
              
              10,000
              
              
              211,000Chief
                  Executive Officer
              
              
              2005
              
              
              177,000
              
              
              —
              
              
              110,191
              
              
              —
              
              
              287,191George
                  Kilguss, III,
              
              
              2006
              
              
              135,000
              
              
              —
              
              
              —
              
              
              45,000
              
              
              180,000Chief
                  Financial Officer
              
              
              2005
              
              
              55,000
              
              
              —
              
              
              110,191
              
              
              125,000
              
              
              290,191Arthur
                  Giftakis,
              
              
              2006
              
              
              120,000
              
              
              —
              
              
              —
              
              
              —
              
              
              120,000VP
                  of Engineering and Operations
              
              
              2005
              
              
              114,313
              
              
              —
              
              
              21,514
              
              
              —
              
              
              135,827




(1)
            The
                dollar value of stock awards and option awards are calculated in
                accordance with Statement of Financial Account Standard (“SFAS”) 123R,*Share
                Based Payments*.




*Outstanding
      Equity Awards at Fiscal Year-End*




*University
      Girls Calendar, Ltd.* There
      were no equity awards granted to Mr. Pedersen during our most recent financial
      reporting period ended November 30, 2006, nor were any granted since our
      inception date of June 2, 2005.




*Towerstream
      Corporation.* The
      following table summarizes the total outstanding equity awards as of December
      31, 2006, for each TWER named executive officer, including stock options and
      restricted stock awards.




Option
                Awards**Name**
            
            Number
                of Securities Underlying Options (#)Exercisable
            
            Number
                of Securities Underlying Options (#)Unexercisable
            
            Option
                Price
            
            Option
              Expiration
                DateJeffrey
                M. Thompson
            
            
            280,309
            
            
            —
            
            $
            0.78
            
            
            4/29/2015175,193
            
            
            —
            
            $
            1.43
            
            
            2/28/2013George
                Kilguss
            
            
            175,193
            
            
            —
            
            $
            1.43
            
            
            4/26/2015Arthur
                Giftakis
            
            
            11,679
            
            
            23,360(1
            )
            $
            1.43
            
            
            8/29/201559,566
            
            
            —
            
            $
            1.43
            
            
            11/17/2013





(1)
            11,680
                will vest on each of August 29, 2006 and August 29,
                2007.




**2007
      Equity Compensation Plan**




On
      January 12, 2007, in connection with our reverse merger with TWER, we adopted
      the 2007 Equity Compensation Plan.




-29-




*Purpose
      of the 2007 Equity Compensation Plan*




The
      2007
      Equity Compensation Plan provides a means for us to award specific equity-based
      benefits to officers and other employees, consultants and directors, of our
      company and our related companies and to encourage them to exercise their best
      efforts to enhance the growth of our company and our related companies.




*Eligibility*




Employees
      and consultants of our company and our related companies and non-employee
      directors of our company may receive awards under the 2007 Equity Compensation
      Plan. Only our employees or employees of our subsidiary companies, however,
      may
      receive incentive stock options under the 2007 Equity Compensation Plan.




*Awards
      to be Offered*




The
      2007
      Equity Compensation Plan provides for the granting of:




·
            incentive
                stock options and nonqualified stock options to purchase shares of
                our
                common stock;




·
            stock
                appreciation rights representing the right to receive an amount measured
                by the appreciation in share value;




·
            stock
                subject to time-based and/or performance-based vesting (restricted
                stock);




·
            restricted
                stock units representing the right to receive an amount measured
                by the
                value of a share of stock, subject to time-based and/or performance-based
                vesting;




·
            stock
                awarded as a bonus (bonus stock);
                and




·
            dividend
                equivalent rights.




*Shares
      Subject to the Plan*




The
      total
      number of shares of common stock that can be delivered under the 2007 Equity
      Compensation Plan is 2,403,922.




If
      any
      award that requires the participant to exercise the award for shares to be
      delivered terminates without having been exercised in full, if any shares
      subject to an award are forfeited, if any shares are withheld for the payment
      of
      taxes with respect to an award, or if any award payable in cash or shares is
      paid in cash rather than in shares, the unexercised portion of the award, the
      forfeited shares, the withheld shares, or the portion that was paid in cash
      will
      continue to be available for future awards. However, if an option, stock
      appreciation right, performance stock, performance stock units or bonus stock
      is
      cancelled or forfeited, the shares subject to such awards will continue to
      be
      counted against the maximum number of shares specified above for which options,
      stock appreciation rights, performance stock, performance stock units or bonus
      stock may be granted to an employee in any calendar year.




-30-




In
      addition, the aggregate fair market value, determined at the time the option
      is
      granted, of shares with respect to which incentive stock options are exercisable
      for the first time by any participant during any calendar year, under the 2007
      Equity Compensation Plan and under any other incentive stock option plan of
      our
      company or a related company, may not exceed $100,000.




*Administration,
      Amendment and Duration of the Plan*




The
      2007
      Equity Compensation Plan is administered by the Compensation Committee of the
      Board of Directors, except that our chief executive officer may grant a limited
      number of options to participants other than to himself, other executive
      officers who are “covered employees” under Section 162(m) of the Internal
      Revenue Code of 1986, as amended, directors and consultants. Except as noted
      in
      the previous sentence, the Compensation Committee selects the participants
      who
      will receive awards, determines the type of award to be granted and determines
      the terms and conditions of the award.




*Stock
      Options*




The
      Compensation Committee may award incentive stock options and nonqualified stock
      options under the 2007 Equity Compensation Plan. Only our employees may receive
      incentive stock options. The Compensation Committee also determines the exercise
      price of each option. However, the exercise price of an option may not be less
      than 100% of the fair market value of the underlying shares on the date of
      grant
      or 110% in the case of an incentive stock option granted to a stockholder
      beneficially owning 10% or more of our common stock. The exercise price of
      any
      option may not be less than the par value of the underlying
      share(s).




The
      Compensation Committee determines the term of each option, but no term may
      exceed 10 years from the date of grant, or 5 years in the case of an incentive
      stock option granted to a stockholder beneficially owning 10% or more of our
      common stock. The Compensation Committee also determines at what time or times
      each option may be exercised and any conditions that must be met before an
      option may be exercised. Options may be made exercisable in installments, and
      the exercisability of options may be accelerated by the Compensation
      Committee.




The
      exercise price of an option granted under the 2007 Equity Compensation Plan
      may
      be paid:




·
            in
                full in cash or cash equivalents;




·
            by
                shares of stock that the participant already owns;




·
            by
                shares of stock newly acquired on exercise of the option;




·
            by
                delivery of an irrevocable undertaking by a broker to deliver promptly
                to
                us sufficient funds to pay the exercise price; or




·
            by
                any combination of the above.




*Stock
      Appreciation Rights*




The
      Compensation Committee may grant stock appreciation rights that entitle the
      participant to receive upon exercise an amount, either in shares, cash, or
      a
      combination of both, measured by the increase since the date of grant in the
      value of the shares covered by the right. The Compensation Committee may
      accelerate the date(s) on which stock appreciation rights may be
      exercised.




-31-




*Restricted
      Stock*




The
      Compensation Committee may grant shares of restricted stock, for any or no
      consideration, subject to any restrictions the Compensation Committee
      establishes. Except with respect to restricted stock whose restrictions lapse
      upon the attainment of performance goals under Section 162(m) of the Internal
      Revenue Code of 1986, as amended, the Compensation Committee may accelerate
      the
      date(s) on which the restrictions will lapse. Before the lapse of restrictions
      on shares of restricted stock, the participant will have voting and dividend
      rights on the shares.




The
      Compensation Committee may provide that restricted stock vests only upon the
      satisfaction of performance goals. The Compensation Committee may select one
      or
      more performance criteria from the following list: sales, revenues, profit,
      return on sales, net operating profit after taxes, investment turnover, customer
      service indices, funds from operations, income from operations, return on
      assets, return on net assets, asset turnover, return on equity, return on
      capital, market price appreciation of shares, economic value added, total
      stockholder return, net income, pre-tax income, earnings per share, operating
      profit margin, net income margin, sales margin, cash flow, market share, sales
      growth, revenue, net revenue growth, capacity utilization, customer penetration,
      increase in customer base, net income growth, expense control and/or hiring
      of
      personnel. The criteria may apply to the individual, a division, our company
      or
      a subsidiary of our company.




*Restricted
      Stock Units*




The
      Compensation Committee may grant restricted stock units subject to any
      restrictions the Compensation Committee may determine. A restricted stock unit
      entitles a participant to receive, with respect to a vested restricted stock
      unit, one share of our common stock, the cash value thereof, or a combination
      of
      both. Restricted stock units are credited to a bookkeeping account in the
      participant’s name.




Although
      a participant will not have voting or dividend rights with respect to his or
      her
      restricted stock units, a participant will have dividend equivalent rights
      on
      his or her restricted stock units. On each date that we pay a cash dividend
      to
      holders of our common stock, an additional number of restricted stock units
      equal to the total number of restricted stock units credited to the
      participant’s bookkeeping account on such date, multiplied by the dollar amount
      of the per share cash dividend, and divided by the fair market value of a share
      on such date will be credited to the participant’s account. Restricted stock
      units attributable to such dividend equivalent rights will accumulate and vest
      at the same time as the restricted stock units to which they relate
      vest.




The
      Compensation Committee may provide that restricted stock units vest only to
      the
      extent performance goals. The Compensation Committee may select one or more
      performance criteria from the above list for restricted stock.




*Bonus
      Stock*




The
      Compensation Committee may grant awards entitling a participant to receive
      shares without payment therefor as a bonus for services provided to our company
      or a related company. Bonus stock is fully vested on the date of
      grant.




*Dividend
      Equivalent Rights*




The
      Compensation Committee may grant a separate award entitling a participant to
      receive dividend equivalent rights. Such dividend equivalent rights shall
      accumulate and be paid shortly after they vest. Once vested, they shall be
      paid
      at the same time corresponding cash dividends are paid to
      stockholders.




-32-




*Treatment
      of Awards upon Termination of Service*




If
      a
      participant’s service terminates for any reason, including death or disability,
      all options and stock appreciation rights then held by the participant that
      were
      not exercisable immediately before the termination of service will terminate
      on
      that date, except as otherwise stated in the participant’s award agreement. Any
      remaining options and stock appreciation rights will remain exercisable for
      one
      year from the date of termination of service by reason of death or disability,
      three months from the date of termination of service for any other reason,
      or
      for a shorter or longer period as stated in the participant’s award agreement.
      Notwithstanding the post-termination exercise periods described above, no option
      or stock appreciation right may be exercised beyond its original
      term.




Except
      as
      otherwise stated in a participant’s award agreement, if a participant holds
      shares of restricted stock and terminates service for any reason, including
      death or disability, before the lapse of the restrictions, the participant
      will
      forfeit the shares to us. Except as otherwise stated in a participant’s award
      agreement, restricted stock units and dividend equivalent rights to which a
      participant has not become entitled will terminate irrevocably upon the
      participant’s termination of service for any reason, including death or
      disability.




*Transferability*




Awards
      generally are not transferable, except by will or under the laws of descent
      and
      distribution. The Compensation Committee has the authority, however, to permit
      a
      participant to transfer nonqualified stock options and stock appreciation
      rights.




*Adjustments
      in Shares; Corporate Transactions*




If
      a
      stock dividend, stock split, reverse split, spin-off, or similar change in
      capitalization occurs, the Compensation Committee will make appropriate
      adjustments to the maximum number and type of shares that may be subject to
      awards and delivered under the 2007 Equity Compensation Plan, the kind and
      aggregate number of shares to outstanding awards, the exercise price of
      outstanding options, and the amount over which appreciation of an outstanding
      stock appreciation right is measured.




If
      a
      corporate transaction such as a merger, consolidation, acquisition of property
      or stock, separation, reorganization or liquidation occurs, each outstanding
      award will be assumed by the surviving or successor entity, except that the
      Compensation Committee may elect to terminate all or a portion of any
      outstanding award, effective upon the closing of the corporate transaction,
      if
      the Compensation Committee determines that doing so is in our best interests.
      If
      so, the Compensation Committee will give each participant holding an option
      and
      stock appreciation right not less than seven days’ notice before the termination
      to exercise any such option or stock appreciation right that is to be so
      terminated, to the extent it is then exercisable, before the termination.
      Further, in the event of a corporate transaction, the Compensation Committee
      in
      its discretion, may:




·
            accelerate
                the date on which options, stock appreciation rights and restricted
                stock
                units vest; and/or




-33-




·
            remove
                restrictions from outstanding shares of restricted
                stock.




The
      Compensation Committee may also change the terms of any outstanding award to
      reflect the corporate transaction, subject to certain limitations. Finally,
      the
      Compensation Committee or the Board of Directors may, in lieu of the actions
      described above, arrange to have the surviving or acquiring entity grant the
      participant a replacement award that, in the judgment of the Compensation
      Committee, is substantially equivalent to the replaced award.




*Compensation
      of Directors*




The
      following Summary Compensation Tables set forth, for the years indicated, all
      cash compensation paid, distributed or accrued for services, including salary
      and bonus amounts, rendered in all capacities by our directors during the stated
      periods.




Table
      1
      refers to the compensation paid by University Girls Calendar, Ltd. to Paul
      Pedersen, University Girls Calendar, Ltd.’s sole director, prior to the reverse
      merger completed on January 12, 2007 for the fiscal year ended November 30,
      2006. Table 2 discloses compensation paid by TWER, our operating subsidiary
      whose business succeeded the business of University Girls Calendar, Ltd. as
      our
      sole business following the reverse merger on January 12, 2007, to TWER’s
      directors during the fiscal year ended December 31, 2006. Except for Paul
      Pedersen, none of the following person served in any capacity with the
      registrant as of the end of registrant’s last fiscal year.




Table
      1 -
      University Girls Calendar, Ltd.




Name
            
            Fee
                Earned or
              Paid
                in Cash ($)
            
            Option
                Awards ($)(1)
            
            Total
                ($)Paul
                Pedersen
            
            
            —
            
            
            —
            
            
            —




Table
      2 -
      Towerstream Corporation




Name
            
            Fee
                Earned or
              Paid
                in Cash ($)
            
            Option
                Awards ($)(1)
            
            Total
                ($)Philip
                Urso
            
            
            24,000
            
            
            
            
            
            24,000Howard
                L. Haronian
            
            
            0
            
            
            25,299
            
            
            25,299Paul
                Koehler
            
            
            0
            
            
            
            
            
            0William
                Bush
            
            
            0
            
            
            
            
            
            0




(1)
            The
                dollar value of stock awards and option awards are calculated in
                accordance with Statement of Financial Account Standard (“SFAS”) 123R,*Share
                Based Payments*.




*Narrative
      to Director Compensation Table*




Pursuant
      to the 2007 Equity Compensation Plan adopted on January 12, 2007 in connection
      with our reverse merger with TWER, each non-employee director is entitled to
      receive ten-year options to purchase 10,000 shares of our common stock at an
      exercise price equal to the fair market value of our common stock on the date
      of
      grant upon such non-employee director’s initial election or appointment to the
      Board of Directors and annually thereafter, plus 2,500 addition shares of common
      stock for committee or Board chairpersons, $25,000 per annum in cash, plus
      $1,000 per meeting attended in person or by telephone, and $500 per committee
      meeting.




-34-




Sperately,
      on October 24, 2006, Howard L. Haronian received a one time grant from TWER
      of
      an option to purchase shares of TWER, which was converted into an option to
      purchase 35,039 shares of our common stock at an exercise price of $1.43 per
      share as a result of our reverse merger with TWER on January 12,
      2007.




**Item
              11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related****Stockholder****Matters**




Prior
      to
      the reverse merger, Mr. Pedersen beneficially owned 3,931,048 shares of common
      stock, representing approximately 65% of the outstanding common stock. All
      of
      such shares were cancelled in connection with the reverse merger.




The
      following table sets forth, as of February 28, 2007, the beneficial ownership
      of
      our common stock by:




·
            each
                person who is known to own beneficially five percent (5%) or more
                of our
                common stock;




·
            each
                director;




·
            each
                TWER named executive officer; and




·
            all
                directors and executive officers as a
                group.




Except
      as
      indicated in the footnotes to this table, each beneficial owner named in the
      table below has sole voting and sole investment power with respect to all shares
      beneficially owned and each person’s address is c/o Towerstream Corporation, 55
      Hammarlund Way, Middletown, Rhode Island 02842 unless otherwise
      indicated.




**Name
                and Address of****Beneficial
                Owner**
            
            **Number
                of Shares Beneficially**
              **Owned****(1)**
            
            **Shares
                Beneficially Owned****(1)(2)****Directors
                and Named Executive Officers:**Jeffrey
                M. Thompson
            
            
            2,528,350
            (3)
            
            10.38
            %Philip
                Urso
            
            
            4,162,728
            (4)
            
            17.29
            %George
                E. Kilguss, III
            
            
            1,107,219
            (5)
            
            4.76
            %Arthur
                G. Giftakis
            
            
            71,246
            (6)
            
            *Howard
                L. Haronian, M.D.
            
            
            1,898,161
            (7)
            
            8.00
            %Paul
                Koehler
            
            
            —
            
            
            —William
                Bush
            
            
            —
            
            
            —All
                current officers, directors and planned directors as a group (7
                persons)
            
            
            9,767,704
            
            
            39.15
            %





*Represents
      less than 1%




-35-




(1)
            Unless
                otherwise indicated, includes shares owned by a spouse, minor children
                and
                relatives sharing the same home, as well as entities owned or controlled
                by the named person. Also includes options and warrants to purchase
                shares
                of common stock exercisable within 60
                days.




(2)
            Based
                on 23,724,950 shares of common stock issued and
                outstanding.




(3)
            Includes
                630,695 shares of common stock issuable upon the exercise of
                options.




(4)
            Includes
                350,386 shares of common stock held by Mr. Urso’s minor children and
                350,386 shares of common stock issuable upon the exercise of
                options.




(5)
            Includes
                175,193 shares of common stock issuable upon the exercise of
                options.




(6)
            Includes
                71,246 shares of common stock issuable upon the exercise of options.




(7)
            Includes
                1,723,336 shares of common stock held as joint tenants with Dr. Horonian’s
                spouse.




**Item
      12.**  **Certain
      Relationships and Related Transactions, and Director Independence**




**University
      Girls Calendar, Ltd.**




While
      he
      was the controlling shareholder, Paul Pedersen agreed to loan us $50,000 on
      an
      as-needed basis to fund operations and expenses, with terms of the loan to
      be
      determined at time of lending. Interest charged will not exceed the prevailing
      bank prime rate plus 2%. We did not draw on this loan arrangement. This
      arrangement ended upon the resignation of Paul Pedersen on January 12, 2007
      in
      conjunction with the merger of University Girls Calendar, Ltd. and Towerstream
      Corporation.




We
      issued
      3,000,000 shares of common stock during June and July, 2005 to Paul Pedersen.
      These shares were issued pursuant to Regulation S of the Securities Act at
      a
      price of $0.01 per share, for total proceeds of $30,000. The 3,000,000 shares
      of
      common stock are restricted shares as defined in the Securities
      Act.




On
      June
      30, 2005, we purchased all the issued and outstanding shares of University
      Girls
      Calendar, Ltd., a Nova Scotia company (“UGC Nova Scotia”). At the time, Paul
      Pedersen was the sole owner of both us and UGC Nova Scotia. Ten shares of common
      stock were issued to Mr. Pedersen as consideration for his shares in UGC Nova
      Scotia.




**Towerstream**




The
      following transactions relate to either (i) TWER, our operating subsidiary
      whose
      business succeeded the business of University Girls Calendar, Ltd. as our sole
      business following the reverse merger on January 12, 2007 or (ii) us following
      our reverse merger with TWER on January 12, 2007. As such, none of these
      transactions are reflected in the financial statements under Item 7
      above.




-36-




On
      August
      2, 2002, TWER borrowed $250,000 from Natale and Elizabeth Urso, Philip Urso’s
      parents, and issued a promissory note in the original principal amount of
      $250,000. This note provided for interest at the rate of 10% per annum and
      was
      due and payable within 60 days of demand.




On
      April
      1, 2003, TWER borrowed $253,000 from Philip Urso and issued Mr. Urso a
      promissory note, dated April 1, 2003, in the original principal amount of
      $253,000. On November 30, 2004, TWER borrowed an additional $100,000 from Mr.
      Urso and issued Mr. Urso a promissory note, dated November 30, 2004, in the
      original principal amount of $100,000. On August 1, 2005, TWER consolidated
      all
      of its outstanding obligations to Mr. Urso under one instrument, by cancelling
      each of the foregoing promissory notes and issuing Mr. Urso a single
      consolidated note for the principal sum of $360,564.04 to account for the
      $65,251.34 outstanding under the April 1, 2003 note, the $106,694.31 outstanding
      under the November 30, 2004 note, $111,959.24 of deferred compensation in 2004
      and $76,659.15 of deferred compensation in 2005. This consolidated note provided
      for interest at the rate of 5% per annum and was due and payable on August
      1,
      2008. Mr. Urso, however, had the right to convert up to 50% of the note’s unpaid
      balance into shares of common stock at a conversion price of $1.00 per
      share.




On
      December 7, 2005, TWER borrowed $250,000 from Mr. Urso and issued Mr. Urso
      a
      promissory note, dated December 7, 2005, in the original principal amount of
      $250,000. This note provided for interest at the rate of 10% per annum and
      was
      due and payable on December 7, 2006. Mr. Urso, however, had the right to convert
      all of the note’s unpaid balance into shares of common stock at a conversion
      price of $1.00 per share.




On
      January 13, 2006, TWER borrowed $250,000 from Mr. Urso and issued Mr. Urso
      a
      promissory note, dated January 13, 2006, in the original principal amount of
      $250,000. This note provided for interest at the rate of 10% per annum and
      was
      due and payable within 60 days of demand.




On
      October 1, 2006, TWER borrowed $125,000 from Mr. Urso and issued Mr. Urso a
      promissory note, dated October 1, 2006, in the original principal amount of
      $125,000. This note provided for interest at the rate of 10% per annum and
      was
      due and payable within 60 days of demand.




On
      July
      12, 2006, TWER borrowed $50,000 from Mr. Urso and issued Mr. Urso a promissory
      note, dated July 12, 2006, in the original principal amount of $50,000. This
      note provided for interest at the rate of 10% per annum and was due and payable
      within 60 days of demand.




On
      September 7, 2004, TWER borrowed $150,000 from George E. Kilguss, III and issued
      Mr. Kilguss a promissory note, dated September 7, 2004, in the original
      principal amount of $150,000. This note provided for interest at the rate of
      10%
      per annum and was due and payable on September 7, 2007. Mr. Kilguss, however,
      had the right to convert all of the note’s unpaid balance into shares of common
      stock at a purchase price of $0.80 per share.




On
      January 1, 2005, Mr. Kilguss agreed to defer $125,000 of his 2005 compensation.
      The deferred compensation accured interest at a rate of 10% per annum. The
      deferred compensation and accured interest was due on Decmber 31, 2006. Mr.
      Kilguss, however, had the right to convert any amount of the balance not paid
      into shares of common stock at a conversion price of $1.00 per
      share.




On
      January 1, 2006, Mr. Kilguss agreed to defer and additional $45,000 of his
      2006
      compensation. The deferred compensation accured interest at a rate of 10% per
      annum. The deferred compensation and accured interest was due on Decmber 31,
      2006. Mr. Kilguss, however, had the right to convert any amount of the balance
      not paid into shares of common stock at a conversion price of $1.00 per
      share.




-37-




On
      October 1, 2006, TWER borrowed $150,000 from Howard L. Haronian and issued
      Dr.
      Haronian a promissory note, dated October 1, 2006, in the original principal
      amount of $150,000. This note provided for interest at the rate of 10% per
      annum
      and was due and payable within 60 days of demand.




On
      January 4, 2007, the aggregate value of the above promissory notes was
      $1,691,636. On such date, each of the noteholders sold their notes to a group
      of
      unaffiliated third parties pursuant to our issuing each of the note purchasers
      new notes that:




·
            were
                due and payable on January 4, 2008;




·
            accrued
                interest at the rate of 10% per annum; and




·
            became
                automatically convertible into shares of common stock at a conversion
                price of $1.50 per share upon TWER’s merger with and into a publicly
                traded company.




When
      TWER
      merged with and into University Girls Calendar, Ltd. on January 12, 2007, these
      new January 4, 2007 notes converted into 1,127,575 shares of our common
      stock.




On
      November 10, 2005, TWER borrowed $250,000 from Howard L. Haronian and issued
      Dr.
      Haronian a promissory note, dated November 10, 2005, in the original principal
      amount of $250,000. The note provided for interest at the rate of 10% per annum
      and was due and payable on November 10, 2006. Dr. Haronian, however, had the
      right to convert all of the note’s unpaid balance into shares of common stock at
      a conversion price of $1.00 per share. On January 12, 2007, immediately
      following TWER’s merger with and into University Girls Calendar, Ltd., Dr.
      Haronian converted this note into 174,825 shares of our common stock at an
      adjusted conversion price of $1.43 per share.




**Item
      13.**  **Exhibits**




**Exhibit
                No.**
            
            **Description**2.1
            
            Agreement
                of Merger and Plan of Reorganization, dated January 12, 2007, by
                and among
                University Girls Calendar, Ltd., Towerstream Acquisition, Inc. and
                Towerstream Corporation (Incorporated by reference to Exhibit 2.1
                to the
                Current Report on Form 8-K of Towerstream Corporation filed with
                the
                Securities and Exchange Commission on January 19,
                2007).3.1
            
            Certificate
                of Incorporation of University Girls Calendar, Ltd. (Incorporated
                by
                reference to Exhibit 3.1 to the Current Report on Form 8-K of University
                Girls Calendar, Ltd. filed with the Securities and Exchange Commission
                on
                January 5, 2007).3.2
            
            Certificate
                of Amendment to Certificate of Incorporation of University Girls
                Calendar,
                Ltd., changing the Company’s name to Towerstream Corporation (Incorporated
                by reference to Exhibit 3.3 to the Current Report on Form 8-K of
                Towerstream Corporation filed with the Securities and Exchange Commission
                on January 19, 2007).3.3
            
            By-Laws
                of Towerstream Corporation (Incorporated by reference to Exhibit
                3.2 to
                the Current Report on Form 8-K of Towerstream Corporation filed with
                the
                Securities and Exchange Commission on January 19,
                2007).




-38-




**Exhibit
                No.**
            
            **Description**4.1
            
            Securities
                Purchase Agreement, dated as of January 16, 2007, by and among Towerstream
                Corporation and each purchaser identified on the signature pages
                thereto
                (Incorporated by reference to Exhibit 10.8 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).4.2
            
            Form
                of 8% Convertible Debenture due December 31, 2009 (Incorporated by
                reference to Exhibit 10.9 to the Current Report on Form 8-K of Towerstream
                Corporation filed with the Securities and Exchange Commission on
                January
                19, 2007).4.3
            
            Form
                of Common Stock Purchase Warrant (Incorporated by reference to Exhibit
                10.10 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).4.4
            
            Registration
                Rights Agreement, dated as of January 16, 2007, by and among Towerstream
                Corporation and the parties thereto (Incorporated by reference to
                Exhibit
                10.10 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).4.5
            
            Form
                of Private Placement Subscription Agreement (Incorporated by reference
                to
                Exhibit 10.1 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).4.6
            
            Addendum
                to Subscription Agreement, dated as of January 16, 2007 (Incorporated
                by
                reference to Exhibit 10.5 to the Current Report on Form 8-K of Towerstream
                Corporation filed with the Securities and Exchange Commission on
                January
                19, 2007).4.7
            
            Form
                of Warrant to Purchase Common Stock (Incorporated by reference to
                Exhibit
                10.3 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).4.8
            
            Addendum
                to Warrant to Purchase Common Stock, dated as of January 16, 2007
                (Incorporated by reference to Exhibit 10.7 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).4.9
            
            Registration
                Rights Agreement, dated as of January 16, 2007, by and among Towerstream
                Corporation and the parties thereto (Incorporated by reference to
                Exhibit
                10.2 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).




-39-




**Exhibit
                No.**
            
            **Description**4.10
            
            Addendum
                to Registration Rights Agreement, dated as of January 16, 2007
                (Incorporated by reference to Exhibit 10.6 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).10.1
            
            Towerstream
                Corporation 2007 Equity Compensation Plan (Incorporated by reference
                to
                Exhibit 4.1 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).10.2
            
            Form
                of 2007 Equity Compensation Plan Incentive Stock Option Agreement
                (Incorporated by reference to Exhibit 10.18 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).10.3
            
            Form
                of 2007 Equity Compensation Plan Non-Qualified Stock Option Agreement
                (Incorporated by reference to Exhibit 10.19 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).10.4
            
            Placement
                Agent Agreement, dated January 5, 2007, by and between Towerstream
                Corporation and Granite Financial Group, LLC (Incorporated by reference
                to
                Exhibit 10.13 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).10.5
            
            Placement
                Agent Agreement, dated January 4, 2007, by and between Towerstream
                Corporation and Palladium Capital Advisors, LLC (Incorporated by
                reference
                to Exhibit 10.14 to the Current Report on Form 8-K of Towerstream
                Corporation filed with the Securities and Exchange Commission on
                January
                19, 2007).10.6
            
            Placement
                Agent Agreement, dated January 8, 2007, by and between Towerstream
                Corporation and Ardent Advisors, LLC (Incorporated by reference to
                Exhibit
                10.15 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).10.7
            
            Placement
                Agent Agreement, dated January 3, 2007, by and between Towerstream
                Corporation and WFG Investments, Inc. (Incorporated by reference
                to
                Exhibit 10.16 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).




-40-




**Exhibit
                No.**
            
            **Description**10.8
            
            Stock
                Purchase Agreement, dated as of January 3, 2007, by and between University
                Girls Calendar, Ltd. and Paul Pedersen (Incorporated by reference
                to
                Exhibit 2.4 to the Current Report on Form 8-K of University Girls
                Calendar, Ltd. filed with the Securities and Exchange Commission
                on
                January 5, 2007).10.9
            
            Form
                of Directors and Officers Indemnification Agreement (Incorporated
                by
                reference to Exhibit 10.17 to the Current Report on Form 8-K of
                Towerstream Corporation filed with the Securities and Exchange Commission
                on January 19, 2007).21.1
            
            List
                of Subsidiaries (Incorporated by reference to Exhibit 21.1 to the
                Current
                Report on Form 8-K of Towerstream Corporation filed with the Securities
                and Exchange Commission on January 19, 2007).31.1
            
            Section
                302 Certification of Principal Executive Officer31.2
            
            Section
                302 Certification of Principal Accounting Officer32.1
            
            Section
                906 Certification of Principal Executive Officer32.2
            
            Section
                906 Certification of Principal Accounting
                Officer





**Item
      14.**  **Principal
      Accountant Fees and Services**




Schumacher
      & Associates, Inc. has served as our accountant since November 30,
      2005.




*Audit
      Fees*




Schumacher
      & Associates, Inc., our principal accountant during 2006, billed us audit
      fees in the aggregate amounts of $3,826 and $21,799 during 2005 and 2006,
      respectively. These fees relate to the audit of our annual financial statements,
      to the review of our financial statements included in our quarterly reports
      on
      Forms 10-QSB and regulatory filings or engagements




*Audit-Related
      Fees*




Schumacher
      & Associates, Inc., our principal accountant during 2006, did not bill us
      for any audit-related fees during 2005 or 2006.




*Tax
      Fees*




No
      fees
      of this sort were billed by Schumacher & Associates, Inc., our principal
      accountant during 2006 and since our inception in 2005.




*All
      Other Fees*




No
      fees
      of this sort were billed by Schumacher & Associates, Inc., our principal
      accountant during 2006 and since our inception in 2005.




-41-




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the registrant has duly caused this report to be signed on its behalf
      by the undersigned, thereunto duly authorized.




March
      12,
      2007.


**TOWERSTREAM
                CORPORATION***/s/
              Jeffrey M. Thompson**Jeffrey
                M. Thompson, Chief Executive Officer and
                Director*




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




**Signature**
            
            **Capacity**
            
            **Date***/s/
                  Philip Urso*
            
            Chairman
                of the Board and Director
            
            March
                12, 2007*Philip
                Urso**/s/
                  Jeffrey M. Thompson*
            
            Chief Executive
              Officer and Director
            
            March
                12, 2007*Jeffrey
                M. Thompson*
            
            (Principal
                Executive Officer)*/s/
                George E. Kilguss, III*
            
            Chief
              Financial Officer
            
            March
                12, 2007*George
                E. Kilguss, III*
            
            (Principal
                Financial and Accounting Officer)*/s/
                Arthur Giftakis*
            
            Vice
                President of Engineering and Operations
            
            March
                12, 2007*Arthur
                Giftakis**/s/
                William Bush*
            
            Director
            
            March
                12, 2007*William
                Bush**/s/
                Howard L. Haronian*
            
            Director
            
            March
                12, 2007*Howard
                L. Haronian**/s/
                Paul Koehler*
            
            Director
            
            March
                12, 2007*Paul
                Koehler*




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**EXHIBIT
      INDEX**




**Exhibit
                No.**
            
            **Description**2.1
            
            Agreement
                of Merger and Plan of Reorganization, dated January 12, 2007, by
                and among
                University Girls Calendar, Ltd., Towerstream Acquisition, Inc. and
                Towerstream Corporation (Incorporated by reference to Exhibit 2.1
                to the
                Current Report on Form 8-K of Towerstream Corporation filed with
                the
                Securities and Exchange Commission on January 19,
                2007).3.1
            
            Certificate
                of Incorporation of University Girls Calendar, Ltd. (Incorporated
                by
                reference to Exhibit 3.1 to the Current Report on Form 8-K of University
                Girls Calendar, Ltd. filed with the Securities and Exchange Commission
                on
                January 5, 2007).3.2
            
            Certificate
                of Amendment to Certificate of Incorporation of University Girls
                Calendar,
                Ltd., changing the Company’s name to Towerstream Corporation (Incorporated
                by reference to Exhibit 3.3 to the Current Report on Form 8-K of
                Towerstream Corporation filed with the Securities and Exchange Commission
                on January 19, 2007).3.3
            
            By-Laws
                of Towerstream Corporation (Incorporated by reference to Exhibit
                3.2 to
                the Current Report on Form 8-K of Towerstream Corporation filed with
                the
                Securities and Exchange Commission on January 19,
                2007).4.1
            
            Securities
                Purchase Agreement, dated as of January 16, 2007, by and among Towerstream
                Corporation and each purchaser identified on the signature pages
                thereto
                (Incorporated by reference to Exhibit 10.8 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).4.2
            
            Form
                of 8% Convertible Debenture due December 31, 2009 (Incorporated by
                reference to Exhibit 10.9 to the Current Report on Form 8-K of Towerstream
                Corporation filed with the Securities and Exchange Commission on
                January
                19, 2007).4.3
            
            Form
                of Common Stock Purchase Warrant (Incorporated by reference to Exhibit
                10.10 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).4.4
            
            Registration
                Rights Agreement, dated as of January 16, 2007, by and among Towerstream
                Corporation and the parties thereto (Incorporated by reference to
                Exhibit
                10.10 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).




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**Exhibit
                No.**
            
            **Description**4.5
            
            Form
                of Private Placement Subscription Agreement (Incorporated by reference
                to
                Exhibit 10.1 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).4.6
            
            Addendum
                to Subscription Agreement, dated as of January 16, 2007 (Incorporated
                by
                reference to Exhibit 10.5 to the Current Report on Form 8-K of Towerstream
                Corporation filed with the Securities and Exchange Commission on
                January
                19, 2007).4.7
            
            Form
                of Warrant to Purchase Common Stock (Incorporated by reference to
                Exhibit
                10.3 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).4.8
            
            Addendum
                to Warrant to Purchase Common Stock, dated as of January 16, 2007
                (Incorporated by reference to Exhibit 10.7 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).4.9
            
            Registration
                Rights Agreement, dated as of January 16, 2007, by and among Towerstream
                Corporation and the parties thereto (Incorporated by reference to
                Exhibit
                10.2 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).4.10
            
            Addendum
                to Registration Rights Agreement, dated as of January 16, 2007
                (Incorporated by reference to Exhibit 10.6 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).10.1
            
            Towerstream
                Corporation 2007 Equity Compensation Plan (Incorporated by reference
                to
                Exhibit 4.1 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).10.2
            
            Form
                of 2007 Equity Compensation Plan Incentive Stock Option Agreement
                (Incorporated by reference to Exhibit 10.18 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).10.3
            
            Form
                of 2007 Equity Compensation Plan Non-Qualified Stock Option Agreement
                (Incorporated by reference to Exhibit 10.19 to the Current Report
                on Form
                8-K of Towerstream Corporation filed with the Securities and Exchange
                Commission on January 19, 2007).




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**Exhibit
                No.**
            
            **Description**10.4
            
            Placement
                Agent Agreement, dated January 5, 2007, by and between Towerstream
                Corporation and Granite Financial Group, LLC (Incorporated by reference
                to
                Exhibit 10.13 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).10.5
            
            Placement
                Agent Agreement, dated January 4, 2007, by and between Towerstream
                Corporation and Palladium Capital Advisors, LLC (Incorporated by
                reference
                to Exhibit 10.14 to the Current Report on Form 8-K of Towerstream
                Corporation filed with the Securities and Exchange Commission on
                January
                19, 2007).10.6
            
            Placement
                Agent Agreement, dated January 8, 2007, by and between Towerstream
                Corporation and Ardent Advisors, LLC (Incorporated by reference to
                Exhibit
                10.15 to the Current Report on Form 8-K of Towerstream Corporation
                filed
                with the Securities and Exchange Commission on January 19,
                2007).10.7
            
            Placement
                Agent Agreement, dated January 3, 2007, by and between Towerstream
                Corporation and WFG Investments, Inc. (Incorporated by reference
                to
                Exhibit 10.16 to the Current Report on Form 8-K of Towerstream Corporation
                filed with the Securities and Exchange Commission on January 19,
                2007).10.8
            
            Stock
                Purchase Agreement, dated as of January 3, 2007, by and between University
                Girls Calendar, Ltd. and Paul Pedersen (Incorporated by reference
                to
                Exhibit 2.4 to the Current Report on Form 8-K of University Girls
                Calendar, Ltd. filed with the Securities and Exchange Commission
                on
                January 5, 2007).10.9
            
            Form
                of Directors and Officers Indemnification Agreement (Incorporated
                by
                reference to Exhibit 10.17 to the Current Report on Form 8-K of
                Towerstream Corporation filed with the Securities and Exchange Commission
                on January 19, 2007).21.1
            
            List
                of Subsidiaries (Incorporated by reference to Exhibit 21.1 to the
                Current
                Report on Form 8-K of Towerstream Corporation filed with the Securities
                and Exchange Commission on January 19, 2007).31.1
            
            Section
                302 Certification of Principal Executive Officer31.2
            
            Section
                302 Certification of Principal Accounting Officer32.1
            
            Section
                906 Certification of Principal Executive Officer32.2
            
            Section
                906 Certification of Principal Accounting
                Officer




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