U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB


      (MARK ONE)

    |X|   Annual Report Pursuant to Section 13 or 15(d) of Securities Exchange
          Act of 1934

                   For the fiscal year ended DECEMBER 31, 2002

    |_|   Transition report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

                     For the transition period from _______ to _______.

                          Commission File No. 000-28321

                          AVID SPORTSWEAR & GOLF CORP.
                          ----------------------------
                 (Name of Small Business Issuer in Its Charter)

NEVADA                                         88-0374969
------                                         ----------
(State or Other Jurisdiction of                (I.R.S. Employer Identification
Incorporation or Organization)                 No.)

834 RIDGE AVENUE, PITTSBURGH, PENNSYLVANIA     15212
------------------------------------------     ----------
(Address of Principal Executive Offices)       (Zip Code)

                                 (412) 321-6001
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

    TITLE OF EACH CLASS                NAME OF EACH EXCHANGE ON WHICH REGISTERED
    -------------------                -----------------------------------------
           None                                          None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                  COMMON STOCK
                   -----------------------------------------
                                (Title of class)

      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,  and (2) has
been subject to such filing requirements for the past 90 days. Yes|_| No|X|

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B not contained in this form,  and no  disclosure  will be
contained, to the best of the registrant's knowledge, in the definitive proxy or
information statement  incorporated by reference in Part III of this Form 10-KSB
or amendment to Form 10-KSB. |_|

      The Company generated no revenues during its most recent fiscal year.

      The  aggregate  market  value  of  the  Company's  voting  stock  held  by
non-affiliates  as of June 30, 2002 was  approximately  $131,777.29 based on the
average closing bid and asked prices of such stock on that date as quoted on the
"pink sheets".  There were 147,933,309  shares of Common Stock outstanding as of
June 30,  2002.  This number does not  include  outstanding  options to purchase
shares of Common Stock of the issuer.

      Documents Incorporated by Reference: See Item 13

      This Form 10-KSB  consists of 52 pages.  The Exhibit  Index begins on page
34.

                                       1
<PAGE>

                 FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

      Information  included  or  incorporated  by  reference  in this filing may
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual results,  performance or achievements to be materially different from the
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking   statements.    Forward-looking   statements,   which   involve
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

      This filing  contains  forward-looking  statements,  including  statements
regarding,  among other things, (a) our projected sales and  profitability,  (b)
our Company's  growth  strategies,  (c) our Company's future financing plans and
(d) our Company's anticipated needs for working capital. These statements may be
found under  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations" and "Business," as well as in this prospectus  generally.
Actual  events  or  results  may  differ  materially  from  those  discussed  in
forward-looking  statements as a result of various factors,  including,  without
limitation,  the risks outlined  under "Risk  Factors" and matters  described in
this filing generally.  In light of these risks and uncertainties,  there can be
no assurance that the forward-looking  statements  contained in this filing will
in fact occur.


                                       2
<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS


OVERVIEW

      Currently,  Avid  has  no  on-going  operations.  Avid  had  been  seeking
potential operating  businesses and business  opportunities,  with the intent to
acquire or merge with such businesses. On February 12, 2002, Avid filed with the
Securities and Exchange  Commission a Form S-4 Proxy Statement and  Registration
Statement  in  conjunction   with  United   Companies   Corporation,   a  Nevada
corporation,  describing  a proposed  merger of Avid with and into Merger Co., a
wholly-owned subsidiary of United Companies. On January 28, 2003, the Commission
declared the Form S-4 Proxy Statement and Registration Statement effective. At a
special meeting of Avid shareholders held on February 20, 2003, the shareholders
approved  (i) the Merger  Agreement,  dated June 18,  2002,  by and among  Avid,
United  Companies and Merger Co. and (ii) the related  Articles of Merger.  When
the merger is completed, Merger Co. will be the surviving entity and will assume
all of Avid's  assets and  liabilities.  At the time of the merger,  outstanding
shares of Avid  common  stock will be  converted  automatically  into  shares of
United Companies common stock on a fifty (50) for one (1) basis. In management's
opinion,  the  excess  of Avid's  liabilities  over its  assets  and the lack of
available  funding  made any other such  acquisition  or merger,  other than the
merger with Merger Co., unlikely.

      Previously,   through  Avid's   wholly-owned   subsidiary,   it  designed,
manufactured and marketed distinctive premium and moderately-priced  sportswear.
Avid sold its products  primarily through golf pro shops and resorts,  corporate
sales accounts and better specialty  stores.  Until 2001,  Avid's sportswear was
marketed under three distinct labels:  Avid Sportswear,  British Open Collection
and Dockers Golf.  From its  incorporation  on September 19, 1997 until March 1,
1999, Avid had no operations.  On March 1, 1999, Avid acquired Avid  Sportswear,
Inc., which had been in the business of designing,  manufacturing  and marketing
golf apparel since October 6, 1988. For accounting purposes, the acquisition was
treated as a purchase of Avid Sportswear, Inc. All of Avid's business operations
had been conducted through Avid Sportswear, Inc.

      On January 19, 2001,  Avid received a letter from IMG that the Company was
in default of the license with The Championship Committee  Merchandising Limited
for failure to pay timely its royalty payments for the second,  third and fourth
quarters of 2000 of approximately  $94,000.  On April 30, 2001, IMG subsequently
terminated this license.

      On May 9, 2001,  Avid  received  a letter  from Levi  Strauss & Co.  that,
effective  May 9,  2001,  it  was  terminating  the  Dockers  Trademark  License
Agreement between Avid's wholly-owned subsidiary, Avid Sportswear, Inc. and Levi
Strauss & Co. as a result of Avid Sportswear, Inc.'s second quality and closeout
or  end-of-season  sales being  greater than 25% of Avid's total  product  sales
during the Year 2000. Due to the loss of this license,  Avid's operating results
for the year ended December 31, 2001 are not indicative of future results.  Avid
believes  that the loss of this license will have a material  adverse  effect on
its results of  operations  in future  periods.  As a result of the loss of this
license, Avid has no ongoing operations.

      On May 17,  2001,  Barnum Mow,  the  President  of Avid  Sportswear,  Inc.
resigned.  In addition,  on May 14, 2001,  Stephen A. Korn, the Chief  Financial
Officer of Avid Sportswear,  Inc., was terminated by the Company and, on May 29,
2001, David Roderick, the Executive  Vice-President of Merchandising  and Design
of Avid Sportswear, Inc. resigned.

      On May 22,  2001,  Avid  received  a  letter  from GE  Capital  Commercial
Services,  Inc. that,  effective May 22, 2001, it was terminating its obligation
to make any further advances to Avid pursuant to the Factoring Agreement between
Avid and GE Capital.  In addition,  GE Capital  declared all of the advances and
other obligations owing by Avid to GE Capital to be immediately due and payable.
Subsequently,  on July 20, 2001, Avid's wholly-owned  subsidiary received notice
from GE Capital that the obligations under the Factoring Agreement had been paid
in full. Also, on July 20, 2001, Avid's wholly-owned  subsidiary received notice
from  the  factor  that  the  Company's  then-current  chairman  had no  further
obligations as the guarantor of the Factoring Agreement.

      In June 2001,  Earl  Ingarfield  resigned as President and Chief Executive
Officer of Avid. Mr.  Ingarfield  was employed as President and Chief  Executive
Officer of Avid.

      On June 25, 2001,  Avid hired Frank Jakovac as its new President and Chief
Executive  Officer.  Also, on July 24, 2001, Avid hired James Handlon as its new
Chief Operating Officer and Michelle Mathis as its new Director of Corporate and


                                       3
<PAGE>

Legal Affairs.  Messrs.  Jakovac and Handlon and Ms. Mathis were also elected as
members of Avid's Board of Directors.

      Effective December 1, 2001, the employment agreements for Messrs.  Jakovac
and Handlon and Ms.  Mathis were  terminated  by the mutual  consent of Avid and
each respective individual.  Mr. Jakovac continues as an officer and director of
Avid. Handlon and Ms. Mathis continue to remain as directors of Avid.


FINANCIAL PERFORMANCE

      Avid has  historically  lost money.  For the year ended December 31, 2002,
Avid  sustained  losses of $1.5 million.  For the year ended  December 31, 2001,
Avid sustained losses of $6.2 million.  The Company's  independent auditors have
noted that Avid does not have significant cash or other material assets to cover
its operating costs and to continue as a going concern.  Accordingly,  Avid will
experience  significant  liquidity  and cash flow  problems if it is not able to
raise additional capital as needed and on acceptable terms.


CERTAIN BUSINESS RISKS

      AVID IS SUBJECT TO VARIOUS RISKS WHICH MAY  MATERIALLY  HARM ITS BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING
BEFORE  DECIDING TO PURCHASE  AVID'S COMMON STOCK.  THESE ARE NOT THE ONLY RISKS
AND UNCERTAINTIES THAT THE COMPANY FACES. IF ANY OF THESE RISKS OR UNCERTAINTIES
ACTUALLY OCCUR, AVID'S BUSINESS,  FINANCIAL CONDITION OR OPERATING RESULTS COULD
BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING PRICE OF AVID'S COMMON STOCK
COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.


OUR DOCKERS'  TRADEMARK  LICENSE HAS BEEN  TERMINATED  BY LEVI STRAUSS & CO. AND
WILL RESULT IN LOWER COMPANY SALES AND A HIGHER NET LOSS IN FUTURE PERIODS

      On May 9, 2001,  Avid  received  a letter  from Levi  Strauss & Co.  that,
effective  May 9,  2001,  it was  terminating  the  Dockers'  Trademark  License
Agreement between Avid's  wholly-owned  subsidiary,  Avid Sportswear,  Inc., and
Levi Strauss & Co. as a result of Avid  Sportswear,  Inc.'s  second  quality and
closeout or  end-of-season  sales being greater than 25% of Avid's total product
sales during Year 2000.  Avid  believes that the loss of the license will have a
material adverse effect on our results of operations in future periods. The loss
of this  license  will  result in lower  Company  sales and a higher net loss in
future periods.


AVID HAS HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE WHICH MAY
NOT ALLOW AVID TO CONTINUE AS A GOING CONCERN

      Avid has historically lost money. In the years ended December 31, 2002 and
December  31, 2001,  Avid  sustained  losses of $1.5  million and $6.2  million,
respectively.  Avid  currently does not have any  operations.  Future losses are
likely to occur. Avid's independent auditors have added an explanatory paragraph
to their audit  opinions  issued in connection  with the 2002 and 2001 financial
statements,  which  states  that  Avid does not have  significant  cash or other
material  assets to cover its  operating  costs and to allow it to continue as a
going concern.  Avid's ability to obtain  additional  funding will determine its
ability to continue  as a going  concern.  Avid's  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

      As of December  31,  2002,  its current  liabilities  exceeded its current
assets.  Avid had a working  capital deficit of $5.0 million and $3.0 million at
December 31, 2002 and 2001,  respectively.  Avid had an  accumulated  deficit of
$22.0  million and $21.8  million at December  31, 2002 and 2001,  respectively.
Avid  currently  does not have any  operations.  Avid currently has little or no
cash-on-hand.  Accordingly,  Avid will experience significant liquidity and cash
flow  problems  if it is not able to raise  additional  capital as needed and on
acceptable  terms.  No  assurances  can be given that Avid will be successful in
reaching or maintaining profitable operations.


AVID WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

      Avid has relied on significant  external financing to fund its operations.
Such financing has  historically  come from a combination of borrowings and sale
of common stock from third  parties and funds  provided by certain  officers and
directors.  Avid will need to raise additional capital to execute a new business
strategy.  Among other things,  external financing will be required to cover its
operating  costs.  Avid cannot assure you that  financing  whether from external
sources or related parties will be available if needed or on favorable terms. In


                                       4
<PAGE>

management's  opinion,  Avid will be unsuccessful in raising  additional capital
without changing its capital structure.


AVID DOES NOT HAVE  AUTHORIZED  COMMON STOCK AVAILABLE WHICH MAY NOT ALLOW IT TO
RAISE CAPITAL

      Avid does not have any authorized common stock available to raise capital.
The sale of Avid's  common  stock to raise  capital  may cause  dilution  to its
existing shareholders. Avid's inability to obtain adequate financing will result
in the  need to  curtail  business  operations.  Any of  these  events  would be
materially harmful to Avid's business and may result in a lower stock price.


AVID'S  NEW  MANAGEMENT  BELIEVES  SHARES OF COMMON  STOCK WERE  ISSUED  WITHOUT
RESTRICTIVE LEGENDS AND AVID MAY BE LIABLE FOR RESCISSION AND OTHER DAMAGES WITH
RESPECT TO THE ISSUANCE OF THESE SHARES

      Avid's new  management  believes that the Company  issued shares of common
stock  without  legends  restricting  the  resale  of such  shares.  Avid's  new
management  believes that at least  19,225,000  shares of common stock have been
resold  in the  public  market  in  violation  of  Section  5 of the  1933  Act.
Accordingly, additional shares may have been resold in violation of Section 5 of
the 1933 Act. Avid may be liable for  rescission  and other damages with respect
to these sales.


AVID COMMON STOCK IS A "PENNY STOCK" AND IS CONSIDERED A VERY RISKY INVESTMENT

      Avid  common  stock is a "penny  stock"  as that term is  defined  in Rule
3a51-1  promulgated under the Securities  Exchange Act of 1934. Penny stocks are
stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the Nasdaq automated quotation system
            (Nasdaq  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $5.0 million (if in continuous operation for less than three years),
            or with  average  revenues  of less than $6.0  million  for the last
            three years.

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce the  potential  market for Avid common  stock by  reducing  the number of
potential  investors.  This may make it more  difficult  for  investors  in Avid
common stock to resell shares to third parties or to otherwise  dispose of them.
This could cause Avid's stock price to decline.


AVID COMMON STOCK MAY BE AFFECTED BY LIMITED  TRADING  VOLUME AND MAY  FLUCTUATE
SIGNIFICANTLY  AND  AN  INVESTOR  MAY  LOSE  A  SUBSTANTIAL  PART  OR ALL OF ITS
INVESTMENT

      Avid's  common stock has  experienced,  and is likely to experience in the
future, significant price and volume fluctuations,  which could adversely affect
the market  price of its common  stock.  Historically,  there has been a limited
public  market for Avid's  common  stock and there can be no  assurance  that an
active  trading market for Avid's common stock will develop.  As a result,  this
could  adversely  affect  shareholders'  ability to sell Avid's  common stock in
short time periods, or possibly at all. Avid's common stock has experienced, and
is  likely  to   experience  in  the  future,   significant   price  and  volume
fluctuations, which could adversely affect the market price of its common stock.


RISKS ASSOCIATED WITH UNITED

      United is  subject  to various  risks,  which may have a material  adverse
effect on United's business,  financial condition and results of operations. The
material risks are discussed below:


                                       5
<PAGE>

      UNITED HAS NO  OPERATING  HISTORY OR REVENUE  FROM WHICH TO  EVALUATE  ITS
      BUSINESS WHICH MAKES AN INVESTMENT IN UNITED VERY SPECULATIVE

      United has had no operating  history or revenue from operations  since its
inception on November 26, 2001. In addition,  United has very limited assets and
financial resources. Due to United's lack of operations and revenue, the Company
expects to incur operating  losses for the foreseeable  future.  Due to United's
lack of  operations,  there is  limited  information  upon which  investors  can
evaluate  its  business.  United does not have  significant  cash or a source of
revenue  to cover its  operating  costs and to allow it to  continue  as a going
concern.  External  capital  will be required  for United to continue as a going
concern. United has no commitments or other sources of capital available to it.


      UNITED'S  PRESIDENT  AND SOLE  DIRECTOR,  WHOSE  INTERESTS MAY DIFFER FROM
      OTHER  STOCKHOLDERS,  IS EXPECTED TO EXERT SIGNIFICANT  INFLUENCE OVER THE
      DIRECTION OF THE COMPANY

      Through his stock  ownership,  Mr. Frank Jakovac,  United's  President and
sole director, will be able to exert significant influence over the direction of
United and its business  opportunities.  The interests of Mr. Jakovac may differ
from the interests of other stockholders.


      UNITED  HAS  BEEN  THE  SUBJECT  OF  A  GOING  CONCERN  OPINION  FROM  ITS
      INDEPENDENT AUDITOR

      United's independent auditors have added an explanatory paragraph to their
audit opinion issued in connection with the Company's financial statements as of
December 31, 2002, which states that United does not have an established  source
of revenue or operations  since inception which raises  substantial  doubt about
its ability to continue as a going concern. United's financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


      UNITED COMMON STOCK MAY BE DEEMED A "PENNY STOCK"

      United  common stock may be deemed a "penny stock" as that term is defined
in Rule 3a51-1  promulgated  under the  Securities  Exchange Act of 1934.  Penny
stocks are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the Nasdaq automated quotation system
            (Nasdaq  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $5.0 million (if in continuous operation for less than three years),
            or with  average  revenues  of less than $6.0  million  for the last
            three years.

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce the  potential  market for United  common stock by reducing the number of
potential  investors.  This may make it more  difficult  for investors in United
common stock to resell shares to third parties or to otherwise  dispose of them.
This could cause United's stock price to decline.


      WITHOUT  ADDITIONAL  FINANCING,  UNITED  WILL NOT BE ABLE TO  ACHIEVE  ITS
      OBJECTIVES

      Without additional working capital, United will not be able to achieve the
objectives of management which include assuming an effective management team and
obtaining  adequate working capital.  There can be no assurance that United will
obtain additional financing.


ITEM 2.  DESCRIPTION OF PROPERTY

      Avid is  currently  renting  office  space on a  month-to-month  basis for
approximately $2,000 per month. Management believes that the property is in good
condition and is sufficient for its current operating plans.


                                       6
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

      None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


                                       7
<PAGE>
                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Avid's common stock began trading on the  Over-the-Counter  Bulletin Board
on March 24, 1998, under the symbol "GFIO." On July 22, 1999,  Avid's symbol was
changed to "AVSG."  On  December  2,  1999,  Avid's  common  stock was no longer
eligible  for  quotation  on the  Over-the-Counter  Bulletin  Board  because the
Company's  Registration  Statement on Form 10-SB had not been declared effective
by the Securities and Exchange  Commission as of that date. On that date, Avid's
common stock began trading on the "pink sheets." Avid began trading again on the
Over-the-Counter  Bulletin  Board,  May 9, 2000. On May 28, 2003,  Avid's common
stock was no longer  eligible  for  quotation on the  Over-The-Counter  Bulletin
Board  because the Company was not current in its required  filings  pursuant to
the Securities Exchange Act of 1934, as amended.  The Company's high and low bid
prices by quarter during 1999, 2000 and 2001 are as follows: (1)

                                                  CALENDAR YEAR 2002(2)
                                                  ---------------------
                                                  HIGH BID     LOW BID
                                                  --------     -------

             First Quarter                         $0.0025     $0.0011
             Second Quarter                        $0.0022     $0.0011
             Third Quarter                         $0.0033     $0.0012
             Fourth Quarter                        $0.0030     $0.0003


                                                  CALENDAR YEAR 2001(2)
                                                  ---------------------
                                                  HIGH BID    HIGH BID
                                                  --------    --------
             First Quarter                          $0.105     $0.0350
             Second Quarter                         $0.080     $0.0090
             Third Quarter                          $0.025     $0.0080
             Fourth Quarter                         $0.014     $0.0019


                                                  CALENDAR YEAR 2000(2)
                                                  ---------------------
                                                  HIGH BID    HIGH BID
                                                  --------    --------
             First Quarter                         $0.8100     $0.2500
             Second Quarter                        $0.6250     $0.2500
             Third Quarter                         $0.6875     $0.2550
             Fourth Quarter                        $0.4063     $0.0938


                                                  CALENDAR YEAR 1999(2)
                                                  ---------------------
                                                  HIGH BID    HIGH BID
                                                  --------    --------
             First Quarter                         $2.0000     $0.7500
             Second Quarter                        $1.4688     $0.8750
             Third Quarter                         $1.1250     $0.6875
             Fourth Quarter                        $1.0938     $0.2500


      On June 30, 2003,  as reported on the "pink  sheets",  Avid's best bid was
$0.0008 and its best ask was $0.002, respectfully.

-------------------------

(1)   These quotations reflect high and low bid prices form the Over-the-Counter
      Bulletin Board and the "pink sheets."


(2)   These  quotations  reflect  inter-dealer  prices,  without retail mark-up,
      mark-down  or  commission,   and  may  not  necessarily  represent  actual
      transactions.



HOLDERS OF COMMON STOCK

      On June 30, 2003, Avid had approximately 242 shareholders of record.


                                       8
<PAGE>


DIVIDENDS

      Avid has not paid  dividends  in the  past on any  class of stock  and the
Company does not anticipate paying dividends in the foreseeable  future.  Avid's
loan  agreement  with First  State  Bank,  which was  assigned  to Lido  Capital
Corporation and Mr. LaValliere, prohibits the payment of dividends.


SALES OF UNREGISTERED SECURITIES

      Some of the  transactions  described  below have been made by Lido Capital
Corporation,  an entity  wholly-owned by Mr. Ingarfield.  Because Mr. Ingarfield
had exclusive control over Lido Capital Corporation,  all transactions involving
either Mr. Ingarfield or Lido Capital  Corporation are reflected as transactions
with Mr. Ingarfield.

      In January 2000,  Avid issued a total of 825,207 shares of common stock to
Mr.  Ingarfield  for the conversion of $247,562 of  indebtedness  to equity at a
price of $0.30 per share. In addition,  Avid issued a total of 416,667 shares of
common stock to Mr. LaValliere for the conversion of $125,000 of indebtedness to
equity at a price of $0.30 per share. An additional  interest expense of $93,141
was  recorded to value the shares at $0.375 per share to reflect a 20%  discount
on the conversion.

      In February 2000, Avid issued a total of 695,583 shares of common stock to
Mr.  Ingarfield  for the conversion of $236,498 of  indebtedness  to equity at a
price of $0.34 per share. An additional interest expense of $67,472 was recorded
to value the  shares  at $0.437  per  share to  reflect  a 20%  discount  on the
conversion.  In addition,  in February  2000,  Avid issued  1,200,000  shares to
Barnum Mow in consideration of his employment. These shares were valued at $0.30
per share.

      Between  February 22, 2000 and June 22, 2000, Avid sold  subscriptions  to
purchase 14,352,927 shares of our common stock at a price of $0.35 per share for
cash of $5.0 million. All of these shares were purchased by unrelated persons.

      In June  2000,  Avid  issued  350,000  shares  of  common  stock to Persia
Consulting  Group,  Inc. in exchange for  consulting  services  provided under a
Consulting  Agreement dated June 22, 2000. These consulting services were valued
at  $203,000.  In addition,  in June 2000,  Mr.  LaValliere  elected to tender a
$60,523  receivable owed to him by Avid under the terms of the private placement
offering in exchange for 172,923 shares to our common stock.

      In June 2000, Avid issued a total of 1,294,352  shares of common stock for
the  conversion  of debt to  equity  at a price of $0.35  per  share,  including
172,923 shares to Mr. LaValliere and 1,121,429 shares to unrelated parties.  Mr.
LaValliere and unrelated parties converted indebtedness of $60,523 and $392,500,
respectively.

      In June 2000,  Avid issued 15,000  shares of common stock to  Undiscovered
Equities  Research  Corp. in exchange for consulting  services  provided under a
Consulting  Agreement dated June 28, 2000 and $10,000.  The consulting  services
were valued at $5,250.

      In  November  2000,  Avid  raised  $300,000  in the  form  of  convertible
debentures to an unrelated third party.

      In November 2000,  Avid issued 300,000 shares of common stock to unrelated
parties in exchange  for  consulting  services  provided to the  Company.  These
consulting services were valued at $46,875.

      In December 2000, Avid issued  2,000,000 shares of our common stock valued
at $0.20 per share. This issuance has been shown in Avid's financial  statements
for the year ended December 31, 2000 as a subscription receivable.  All of these
shares were purchased by unrelated parties.

      On November 28, 2000,  Avid entered into an Equity Line of Credit with GMF
Holdings,  Inc.  Pursuant to the Line of Credit,  GMF Holdings,  Inc.  agreed to
acquire up to $10  million of the  Company's  debentures.  This  Equity  Line of
Credit has expired.

      From January 10, 2001 to June 19, 2001, Avid converted  $1,174,000 of debt
into  64,292,260  shares of common stock.  Avid recognized  additional  interest
expense  of  $293,501,  related  to the  beneficial  conversion  feature  of the
debentures pursuant to EITF 98-5.

      From  February  12,  2001 to June 19,  2001,  Avid  converted  $16,566  of
interest  related to convertible  debentures into 950,157 shares of common stock
at an average price per share of $0.02.

                                       9
<PAGE>

      From  January 30, 2001 to February 19, 2001,  Avid  converted  $948,530 of
related debt and interest of $137,131 into 14,236,486  shares of common stock at
an average price per share of $0.08.

      During the year ended December 31, 2001, Avid issued  16,500,000 shares of
common stock in exchange for $691,000 of common stock subscriptions  receivable.
Of this amount, Avid collected $228,300.  Avid wrote-off  $1,404,700,  including
the remaining portion of the 2001 subscriptions, as uncollectible.

      During the year ended December 31, 2001, Avid issued  6,725,000  shares of
common stock to employees and  consultants  for services  rendered at an average
price per share of $0.01.

      In May 2002,  Avid sold  5,000  shares of Series A  Convertible  Preferred
Stock at $4.00 per share for an aggregate of $20,000.

      o     With  respect  to the  sale of  unregistered  securities  referenced
            above, and except for the 19,225,000 shares of common stock that the
            Company's new management  believes were issued  without  approval of
            the board of directors and without appropriate  restrictive legends,
            all transactions were exempt from  registration  pursuant to Section
            4(2) of the Securities Act of 1933 (the "1933 Act"),  and Regulation
            D promulgated  under the 1933 Act. In each  instance,  the purchaser
            had access to sufficient  information regarding our Company so as to
            make an informed investment decision.

      The  sale of  unregistered  securities  to Lido  Capital  Corporation  and
Messrs.  Ingarfield,   Browning,   LaValliere  and  Roderick  were  exempt  from
registration  pursuant  to  Section  4(2)  of the  1933  Act  and  Regulation  D
promulgated  under the 1933  Act.  Each of these  investors  was an  officer  or
director of Avid at the time of purchase,  except for Lido  Capital  Corporation
which was  wholly-owned  and  controlled by an officer and director of Avid, Mr.
Ingarfield.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      THE  FOLLOWING   INFORMATION  SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE NOTES THERETO APPEARING
IN THIS ANNUAL REPORT ON FORM 10-KSB.


PLAN OF OPERATIONS

      Currently,  Avid  has  no  on-going  operations.  Avid  had  been  seeking
potential operating  businesses and business  opportunities,  with the intent to
acquire or merge with such businesses. On February 12, 2002, Avid filed with the
Securities and Exchange  commission a Form S-4 Proxy Statement and  Registration
Statement  in  conjunction   with  United   Companies   Corporation,   a  Nevada
corporation,  describing  a proposed  merger of Avid with and into Merger Co., a
wholly-owned subsidiary of United Companies. On January 28, 2003, the Commission
declared the Form S-4 Proxy Statement and Registration  effective.  At a special
meeting  of Avid  shareholders  held on  February  20,  2003,  the  shareholders
approved (i) Merger  Agreement,  dated June 18, 2002, by and among Avid,  United
Companies  and Merger  Co. and (ii) the  related  Articles  of Merger.  When the
merger is completed, Merger Co. will be the surviving entity and will assume all
of Avid's assets and liabilities.  At the time of the merger, outstanding shares
of Avid  common  stock will be  converted  automatically  into  shares of United
Companies  common  stock on a fifty  (50)  for one (1)  basis.  In  management's
opinion,  the  excess  of Avid's  liabilities  over its  assets  and the lack of
available funding made any such acquisition or merger other than the merger with
Merger Co. unlikely.

      ADDITIONAL  FUND RAISING  ACTIVITIES.  As of December  31, 2002,  Avid had
$7,158  cash-on-hand.  Avid has  historically  funded its  operations  through a
combination of internally generated cash, funds loaned to the Company by certain
of its officers and directors and through the sale of securities. Avid will need
to raise additional funds to execute any new business  strategy after the merger
with Merger Co. is successfully  consummated.  Avid's current liabilities exceed
its current assets as of December 31, 2002.

      SUMMARY OF  ANTICIPATED  PRODUCT  DEVELOPMENT.  Since Avid has no on-going
operations, we do not anticipate any expenditures on product development.

      SIGNIFICANT PLANT AND EQUIPMENT PURCHASES.  In 2002, Avid did not make any
significant plant and/or equipment purchases.  In 2003, Avid does not anticipate
purchasing additional equipment.


                                       10
<PAGE>

      CHANGES IN NUMBER OF EMPLOYEES.  Avid currently has one (1) employee. Avid
does not  anticipate  hiring  additional  personnel  during  2003.  The  Company
believes that its personnel  will be adequate to accomplish  the tasks set forth
in the plan.

                                                              CURRENT
             DEPARTMENT                                      EMPLOYEES
             ------------------------------------------      ---------
             Administrative and Other Support Positions           1
             Total Employees                                      1



YEARS ENDED DECEMBER 31, 2002 AND 2001

      Effective  November 30, 2001,  Avid ceased all operations  relating to the
manufacture and sale of golf apparel and related products. The following results
are not indicative of our future results.

      Our results of operations  for the years ended December 31, 2002 and 2001,
respectively,  included 12 months of operations of our wholly-owned  subsidiary,
Avid Sportswear, Inc.

      SALES,  NET. We had no sales, net in the years ended December 31, 2002 and
2001,  respectively.  This  lack of  sales  was  primarily  attributable  to the
termination of the Dockers Golf license on May 9, 2001.

      EXPENSES.  Expenses increased $1.5 million,  or 7,121.8%,  from $21,021 to
$1.5 million in the year ended  December 31, 2002 compared to the same period in
the prior year.  The  increase  consisted  of an  increase in legal  expenses of
$76,547,  an  increase  in  accounting  expenses  of  $51,141,  an  increase  in
consulting  expenses of $388,370  and an increase in general and  administrative
expenses  of $20,846,  all of which were  primarily  attributable  to the merger
transaction  among Avid,  United  Companies and Merger Co. and the filing of the
related Form S-4 Proxy Statement and Registration  Statement.  In addition,  the
increase  in expenses  also  consisted  of an  increase  in bad debt  expense of
$960,187.

      INTEREST EXPENSE.  Interest expense increased  $59,727,  in the year ended
December 31, 2002, compared to the same period in the prior year.

      NET LOSS. Net loss decreased $4.6 million,  or 75.1%, from $6.2 million to
$1.5 million in the year ended  December 31, 2002 compared to the same period in
the prior year. This decrease was primarily  attributable to the Company ceasing
all operations relating to the manufacture and sale of golfwear related products
effective  November 30, 2001.  Avid had a loss from  discontinued  operations of
$6.6 million for the year ended December 31, 2001.

      LIQUIDITY AND CAPITAL RESOURCES.  As of December 31, 2002, Avid had $7,158
cash-on-hand  and  its  current  liabilities  exceeded  its  current  assets.  A
discussion of how Avid  generated  and used cash in the year ended  December 31,
2002 follows:

      OPERATING  ACTIVITIES.  Our operating activities used $0.5 million in cash
during the year ended December 31, 2002, consisting mainly of a net loss of $1.5
million.  These  items were  partially  offset by loss an  increase  in bad debt
expense of $1.0 million and an increase in accounts payable of $0.1 million.

      INVESTING  ACTIVITIES.  Our investing activities used $0.3 million in cash
during the year ended  December 31, 2002,  consisting  of the repayment of notes
receivable.

      FINANCING  ACTIVITIES.  Financing activities provided net cash of $20,000,
generated by the proceeds form the sale of Series A Preferred Stock.

      Due to our significant  yearly losses and the loss of the Dockers Golf and
British  Open  Collection  product  lines,  Avid will  need to rely on  external
financing to fund its operations for the foreseeable future.  Expenses increased
in the year ended  December  31, 2002 due to, among other  things,  the expenses
incurred with respect to the merger transaction among Avid, United Companies and
Merger  Co.  and  the  filing  of the  related  Form  S-4  Proxy  Statement  and
Registration Statement.

                                       11
<PAGE>

      On May 9, 2001,  Avid  received  a letter  from Levi  Strauss & Co.  that,
effective  May 9,  2001,  it was  terminating  the  Dockers'  Trademark  License
Agreement between Avid's wholly-owned subsidiary, Avid Sportswear, Inc. and Levi
Strauss & Co. as a result of Avid Sportswear, Inc.'s second quality and closeout
or end of season sales being  greater than 25% of the  Company's  total  product
sales during the year 2000.

      On January  19,  2001,  Avid  received a letter  form IMG that Avid was in
default of the license with The Championship Committee Merchandising Limited for
failure to pay timely our  royalty  payments  for the  second,  third and fourth
quarters of 2000 of  approximately  $94,000.  IMG  subsequently  terminated this
license.

      In December 2000,  our Company raised  $400,000 from the sale of 2,000,000
shares of common stock.

      On  November  28,  2000,  Avid  entered  into a Line of  Credit  with  GMF
Holdings,  Inc.  Pursuant to the Line of Credit,  GMF Holdings,  Inc.  agreed to
acquire up to $10  million of the  Company's  debentures.  The  debentures  were
convertible  into shares of Avid's  common stock at a conversion  price equal to
80% of the closing  bid price on the  Over-the-Counter  Bulletin  Board or other
principal  market  on which  Avid's  common  stock  was  traded  for the 10 days
immediately following the notice date of conversion. The timing of each sale and
the number of debentures to be sold was at the Company's discretion,  subject to
various conditions. Through December 31, 2001, Avid has raised $1.2 million from
the sale of debentures pursuant to the Line of Credit and 59.3 million shares of
Avid's common stock were issued upon conversion of the  debentures.  As a result
of the loss of the Dockers' license, no additional funds pursuant to the Line of
Credit are available to Avid.

      In November 2000,  Avid raised  $300,000 in gross proceeds and $255,000 in
net proceeds from the sale of  convertible  debentures.  See "Item 2. Changes in
Securities and Use of Proceeds."

      As of August 18 2000,  the  outstanding  balance of Avid's loan with First
State  Bank,  including  all  collateral  security  and  guarantees   associated
therewith,  were assigned to Earl T.  Ingarfield,  Michael  LaValliere  and Lido
Capital  Corporation  in  consideration  of payment  in full of all  outstanding
indebtedness to First State Bank.

      In August  2000,  Avid  entered  into a  factoring,  letter of credit  and
revolving  inventory  facility.  On May 22,  2001,  the  factor  terminated  its
obligations to make any further  advances to Avid under the factoring  agreement
and declared all of the advances and obligations  owing by Avid to the factor to
be  immediately  due  and  payable.  Subsequently,  on  July  20,  2001,  Avid's
wholly-owned  subsidiary  received  notice from the factor that the  obligations
under the  factoring  agreement  had been paid in full.  Also, on July 20, 2001,
Avid's  wholly-owned  subsidiary  received  notice  from  the  factor  that  the
Company's  then-current  chairman had no further obligations as the guarantor of
the factoring agreement.


CONTINGENT LIABILITIES

      Avid's new  management  believes that the Company  issued shares of common
stock without legends  restricting the resale of such shares.  The Company's new
management  believes that at least  19,225,000  shares of common stock have been
resold  in the  public  market  in  violation  of  Section  5 of the  1933  Act.
Accordingly, additional shares may have been resold in violation of Section 5 of
the 1933 Act. Avid may be liable for  rescission  and other damages with respect
to these sales.

      Avid's new  management  believes that the Company may be liable for unpaid
compensation to Mr. Earl Ingarfield  pursuant to the Employment  Agreement dated
February 29, 2000 between Avid and Mr. Ingarfield.

      On May 17, 2001,  Barnum Mow  resigned as  President  of our  wholly-owned
subsidiary,  Avid  Sportswear,  Inc. On April 24,  2001,  Mr. Mow  resigned as a
director  of  our  Company  and as a  director  of  Avid  Sportswear,  Inc.  The
operations of our Company  largely  depended on the efforts and abilities of Mr.
Mow. On July 26,  2001,  Mr. Mow filed a  complaint  against our Company and our
wholly-owned subsidiary alleging breach of contract,  breach of implied covenant
of good faith and fair  dealing,  and  violation  of  California  Labor Code ss.
227.3.  Due to the  preliminary  status of the  lawsuit,  it is not  possible to
evaluate  the  likelihood  of an  unfavorable  outcome or estimate the extent of
potential loss.

      On August 1,  2001,  Avid and its  wholly-owned  subsidiary  were named in
litigation  with Mr.  Korn.  Mr.  Korn filed a  complaint  against  Avid and its
wholly-owned  subsidiary  alleging  termination  in violation of public  policy,
breach of written and implied contract, breach of implied covenant of good faith
and fair dealing, intentional interference with contractual relations, negligent
interference with contractual relations, and violations of Labor Code ss.ss. 201
and 227.3.  Mr.  Korn seeks  damages in an amount  proven at trial,  prejudgment
interest thereon, a penalty in accordance with Labor Code ss. 203, costs of suit
incurred,  and  attorney's  fees and  costs  according  to  statute.  Due to the
preliminary status of the lawsuit, it is not possible to evaluate the likelihood
of an unfavorable outcome or estimate of potential loss.

                                       12
<PAGE>

      On September 26, 2001, Avid and its wholly-owned  subsidiary were named in
litigation with David Roderick.  Mr. Roderick filed a complaint against Avid and
its wholly-owned subsidiary alleging fraud, negligent misrepresentation,  unjust
enrichment,  and breach of written  contract.  Mr.  Roderick seeks damages in an
amount proven at trial,  punitive damages in an amount proven at trial, costs of
suit  incurred,  and  attorney's  fees.  Due to the  preliminary  status  of the
lawsuit, it is not possible to evaluate the likelihood of an unfavorable outcome
or estimate the extent of potential loss.

      In 2000, Avid's wholly-owned  subsidiary,  Avid Sportswear,  Inc., entered
into  individual  Endorsement  Agreements,  typically for a two-year term,  with
individual PGA Tour professionals,  whereby the individual was to paid an annual
fixed fee to wear  Avid  products  at golf and  golf-related  events,  and to be
included  in  advertising  and  other  promotional  events,  including  personal
appearances.  The fixed fee for the first  year was set forth in the  Agreement,
whereas  the second  year fixed fee was to be  determined  by that  individual's
final  ranking on the official PGA Tour Money List at the end of the first year.
The  individuals  were also to be  eligible to earn a bonus for  performance  on
individual PGA Tour events and at year-end,  based upon the  individual's  final
ranking of the  official PGA Tour Money List at the end of each  contract  year.
The fixed fee, bonus incentive, and number of days of personal appearance varied
by  individual.  Avid  terminated  all of  these  endorsement  agreements  as of
December 31, 2001 and has accrued for all minimum future guaranteed payments, of
$403,061, as of December 31, 2001.


ITEM 7.  FINANCIAL STATEMENTS


                                       13
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002






                                      F-1
<PAGE>

                                 C O N T E N T S


Independent Auditors' Report...............................................F-3

Consolidated Balance Sheet.................................................F-4

Consolidated Statements of Operations......................................F-5

Consolidated Statements of Stockholders' Equity (Deficit)..................F-6

Consolidated Statements of Cash Flows.....................................F-13

Notes to the Consolidated Financial Statements............................F-15



                                      F-2
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
(A Development Stage Company)
Avid Sportswear & Golf Corp.

We have audited the accompanying consolidated balance sheet of Avid Sportswear &
Golf Corp.  (a  development  stage  Company) as of December  31,  2002,  and the
related  consolidated  statements of operations,  stockholders' equity (deficit)
and cash flows for the years ended  December  31, 2002,  and 2001,  and from the
inception  of the  development  stage on January 1, 2002,  through  December 31,
2002. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of Avid
Sportswear & Golf Corp. (a  development  stage  Company) as of December 31, 2002
and the  results of their  operations  and their cash flows for the years  ended
December 31, 2002, and 2001, and from the inception of the development  stage on
January 1, 2002,  through  December  31, 2002,  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  discussed  in  Note 6 to the
financial  statements,  the Company has current liabilities in excess of current
assets of $5,049,500  and has generated  significant  losses for the years ended
December 31, 2002, and 2001. Additionally, the Company reentered the development
stage on  January  1,  2002.  These  items  raise  substantial  doubt  about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 6. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
March 23, 2003


                                      F-3
<PAGE>


                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------
                                                                    December 31,
                                                                        2002
CURRENT ASSETS

Cash                                                                  $    7,158
                                                                   -------------

   Total Current Assets                                                    7,158
                                                                   -------------
OTHER ASSETS

Trademarks                                                                 2,902
                                                                   -------------
   Total Other Assets                                                      2,902
                                                                   -------------
   TOTAL ASSETS                                                      $    10,060
                                                                   -------------
            LIABILITIES AND STOCKHOLDER' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable                                                     $ 4,163,337
Accrued liabilities                                                      200,157
Note payable (Note 3)                                                    561,525
Capital leases-current portion (Note 4)                                  131,629
                                                                   -------------
   Total Current Liabilities                                           5,056,648
                                                                   -------------
   Total Liabilities                                                   5,056,648
                                                                   -------------
COMMITMENTS AND CONTINGENCIES (Note 7)

Preferred stock; $0.001 par value; 10,000,000 shares
  authorized; 5,000 shares issued and outstanding (Note 2)                20,000
                                                                   -------------
STOCKHOLDERS EQUITY (DEFICIT)

Common stock; $0.001 par value; 150,000,000 shares
  authorized; 147,933,309 shares issued and outstanding                  147,933
Additional paid-in capital                                            16,760,589
Accumulated deficit incurred prior to the development stage         (20,412,928)
Accumulated deficit incurred during the development stage            (1,562,182)
                                                                   -------------
   Total Stockholders' Equity (Deficit)                              (5,066,588)
                                                                   -------------
TOTAL LIABILITIES, PREFERRED STOCK, AND STOCKHOLDERS' EQUITY
  (DEFICIT)                                                           $   10,060
                                                                   =============

                   The accompanying notes are an integral part
                   of these consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>



                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                                Consolidated Statements of Operations
<CAPTION>
                                                                                                           From
                                                                                                       Inception of
                                                                                                           the
                                                                                                       development
                                                                  For the Years Ended                    Stage on
                                                                      December 31,                   January 1, 2002
                                                                      ------------                       through
                                                                  2002            2001              December 31, 2002
                                                                  ----            ----              -----------------
<S>                                                        <C>             <C>                     <C>
SALES, NET                                                      $      -        $      -                $      -

EXPENSES
  Legal expenses                                                  76,547          76,547
  Accounting expenses                                             51,141               -                  51,141
  Consulting expenses                                            388,370               -                 388,370
  Bad debt expense                                               960,187               -                 960,187
  General and administrative                                      41,867          21,021                  41,867
                                                           -------------   -------------           -------------
    Total Expenses                                             1,518,112          21,021               1,518,112
                                                           -------------   -------------           -------------
LOSS FROM OPERATIONS                                         (1,518,112)        (21,021)             (1,518,112)
                                                           -------------   -------------           -------------

OTHER INCOME (EXPENSES)
  Other income                                                     1,949               -                   1,949
  Interest expense                                              (59,727)               -                (59,727)
                                                           -------------   -------------           -------------
    Total Other Income (Expense)                                (57,778)               -                (57,778)
                                                           -------------   -------------           -------------
LOSS BEFORE EXTRAORDINARY GAIN                               (1,575,890)        (21,021)             (1,575,890)

EXTRAORDINARY GAIN                                                33,708               -                  33,708
                                                           -------------   -------------           -------------
LOSS BEFORE CUMULATIVE EFFECT
  OF CHANGE IN ACCOUNTING PRINCIPLE                          (1,542,182)        (21,021)             (1,542,182)
                                                           -------------   -------------           -------------
CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE (NOTE 1)                                        -         389,522                       -
                                                           -------------   -------------           -------------
INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS                 (1,542,182)         368,501             (1,542,182)
                                                           -------------   -------------           -------------
DISCONTINUED OPERATIONS (Note 8)                                       -     (6,556,740)                       -
                                                           -------------   -------------           -------------
NET LOSS                                                   $ (1,542,182)   $ (6,188,239)           $ (1,542,182)
                                                           =============   =============           =============
BASIC LOSS PER SHARE:

  Loss before extraordinary gain                              $   (0.01)      $   (0.00)
  Extraordinary gain                                                0.00               -
  Cumulative effect of change in accounting principle                  -            0.00
  Discontinued operations                                              -          (0.06)
  Basic loss per share                                        $   (0.01)      $   (0.06)
                                                           =============   =============
  Weighted average shares outstanding                        147,933,309     115,074,738
                                                           =============   =============


                       The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                                                 F-5
<PAGE>
<TABLE>
                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                      Consolidated Statements of Stockholders' Equity (Deficit)


<CAPTION>
                                           Preferred Stock            Common Stock        Additional
                                           ---------------            ------------         Paid-In      Subscription   Accumulated
                                          Shares      Amount       Shares      Amount      Capital      Receivable       Deficit
                                          ------      ------       ------      ------      -------      ----------       -------

<S>                                            <C>    <C>        <C>          <C>        <C>            <C>           <C>
Balance at December 31, 2000                   -      $    -     46,429,406   $46,429    $13,855,035    $(942,200)    $(14,224,689)

January 10, 2001, common stock issued
  for conversion of debt,
  non-related, valued
  at $0.06 per share                           -           -        133,333       133         7,867              -              -

January 10, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.07 per share           -           -        241,176       241        16,159              -              -

January 19, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.05 per share           -           -        360,000       360        17,640              -              -

January 23, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.05 per share           -           -      1,612,000     1,612        78,988              -              -

January 29, 2001, common stock
  issued for conversion of debt, non-
  related, valued $0.05 per share              -           -        190,000       190         9,310              -              -

January 30, 2001, common stock
  issued to a related party for
  conversion of debt, valued at
  $0.075 per share                             -           -     11,500,000    11,500       851,000              -              -

January 30, 2001, cancelled common
  stock issued for services, valued
  at
  $0.30 per share                              -           -    (1,200,000)   (1,200)         1,200              -              -

February 5, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.05 per share           -           -         82,000        82         4,018              -              -
                                          ------     -------   ------------  --------   ------------   -----------   --------------

Balance Forward                                -      $    -     59,347,915   $59,347    $14,841,217    $(942,000)    $(14,224,689)
                                          ------     -------   ------------  --------   ------------   -----------   --------------




                       The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                                                F-6
<PAGE>

<TABLE>

                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<CAPTION>
                                         Preferred Stock            Common Stock        Additional
                                         ---------------            ------------         Paid-In      Subscription   Accumulated
                                        Shares      Amount       Shares      Amount      Capital      Receivable       Deficit
                                        ------      ------       ------      ------      -------      ----------       -------

<S>                                          <C>    <C>        <C>           <C>       <C>             <C>           <C>
Balance Forward                              -      $    -     59,347,915    $59,347   $14,841,217     $(942,000)    $(14,224,689)

February 7, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.05 per share         -           -        612,000        612        29,988            -                  -

February 12, 2001, common stock
  issued for conversion of interest,
  non-
  related, valued at $0.05 per share         -           -        200,000        200         9,800            -                  -

February 12, 2001, common stock
  issued for conversion of interest,
  non-
  related valued at $0.05 per share          -           -         11,078         11           554            -                  -

February 19, 2001, common stock
  issued to a related party for
  conversion
  of debt, valued at $0.08 per share         -           -      2,310,547      2,311       182,533            -                  -

February 19, 2001, common stock
  issued for conversion of interest,
  non-
  related valued at $0.09 per share          -           -        425,939        426        37,909            -                  -

February 22, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.06 per share         -           -         45,775         46         2,554            -                  -

February 22, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.06 per share         -           -        200,000        200        11,000            -                  -

February 28, 2001, common stock
  issued for conversion of debt, non-
  related, valued at $0.05 per share         -           -        360,769        361        17,839            -                  -
                                          ------     -------   ------------  --------   ------------   -----------   --------------

Balance Forward                              -      $    -     63,514,023    $63,514   $15,133,394     $(942,000)    $(14,224,689)
                                          ------     -------   ------------  --------   ------------   -----------   --------------


                       The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

                                                                F-7
<PAGE>

<TABLE>
<CAPTION>

                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


                                           Preferred Stock        Common Stock          Additional
                                           ---------------        ------------           Paid-In       Subscription    Accumulated
                                          Shares      Amount    Shares      Amount       Capital        Receivable       Deficit
                                          ------      ------    ------      ------       -------        ----------       -------

<S>                                          <C>    <C>        <C>          <C>        <C>              <C>           <C>

Balance Forward                              -      $    -     63,514,023   $63,514    $15,133,394      $(942,000)    $(14,224,689)

March 8, 2001, common stock issued
  for conversion of debt,
  non-related,
  valued at $0.05 per share                  -           -       375,000        375        17,625                -                -

March 8, 2001, common stock issued
  for conversion of interest,
  non-related,
  valued at $0.05 per share                  -           -        20,679         21           972                -                -

March 13, 2001, common stock issued
  for cash, non-related, at $0.05 per
  share                                      -           -     4,000,000      4,000       196,000        (200,000)                -

March 20, 2001, common stock issued
for
  conversion of debt, non-related,
  valued at
  $0.03 per share                            -           -       176,300        176         5,324                -                -

March 26, 2001, common stock issued
for
  conversion of debt, non-related,
  valued at
  $0.03 per share                            -           -       857,142        857        23,143                -                -

March 30, 2002, common stock issued
  for cash, non-related, valued at
  $0.05
  per share                                  -           -     2,000,000      2,000        98,000        (100,000)                -

April 2, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                         -           -     2,260,713      2,261        61,039                -                -

April 9, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                         -           -     1,607,141      1,607        43,393                -                -

April 10, 2001, common stock issued
for
  conversion of debt, non-related,
  valued
  at $0.03 per share                         -           -       571,426        571        15,429                -                -
                                          ------     -------  ------------  --------   ------------   -----------    -------------

Balance Forward                              -      $    -     75,382,424   $75,382    $15,594,319     $(1,242,000)   $(14,224,689)
                                          ------     -------  ------------  --------   ------------   -----------    -------------


                       The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>



                                                                 F-8
<PAGE>
<TABLE>

                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<CAPTION>
                                           Preferred Stock            Common Stock        Additional
                                           ---------------            ------------         Paid-In      Subscription   Accumulated
                                          Shares      Amount       Shares      Amount      Capital      Receivable       Deficit
                                          ------      ------       ------      ------      -------      ----------       -------

<S>                                            <C>   <C>        <C>           <C>        <C>            <C>            <C>

Balance Forward                                -     $    -     75,382,424    $75,382    $15,594,319    $(1,242,000)   $(14,224,689)

April 17, 2001, common stock issued for
  consulting services, valued at $0.06
  per share                                    -          -        125,000        125         7,375               -              -

April 18, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                           -          -      2,000,000      2,000        54,000               -              -

April 24, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                           -          -      1,406,250      1,406        43,594               -              -

April 30, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                           -          -        164,474        165         4,835               -              -

April 30, 2001, common stock issued for
  conversion of interest, non-related,
  valued at $0.03 per share                    -          -        129,922        130         3,508               -              -

May 3, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                           -          -      2,434,207      2,434        71,566               -              -

May 10, 2001, common stock issued for
  cash, non-related, valued at $0.03 per
  share                                        -          -      3,000,000      3,000       147,000       (150,000)              -

May 10, 2001, common stock issued for
  cash, non-related, valued at $0.03 per
  share                                        -          -      7,500,000      7,500       232,500       (240,000)              -

May 10, 2001, common stock issued for
  cash, non-related, valued at $0.03 per
  share                                        -          -      1,000,000      1,000        30,200        (31,200)              -
                                           -----     ------    -----------    -------    ----------     -----------    -----------

Balance Forward                                -     $    -     93,142,277    $93,142    $16,188,897    $(1,663,200)   $(14,224,689)
                                           -----     ------    -----------    -------    ----------     -----------    -----------



                       The accompanying notes are an integral part of these consolidated financial statements.



                                                                 F-9
</TABLE>

<PAGE>
<TABLE>
                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<CAPTION>
                                           Preferred Stock          Common Stock        Additional
                                           ---------------          ------------         Paid-In      Subscription   Accumulated
                                          Shares      Amount     Shares      Amount      Capital      Receivable       Deficit
                                          ------      ------     ------      ------      -------      ----------       -------

<S>                                           <C>     <C>       <C>            <C>        <C>           <C>            <C>
Balance Forward                               -       $    -    93,142,277     $93,142    $16,188,897   $(1,663,200)   $(14,224,689)

May 10, 2001, common stock issued for
  consulting services, valued at
  $0.03 per
  share                                       -            -     5,000,000       5,000       162,500              -              -

May 11, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                          -            -     2,467,102       2,467        72,533              -              -

May 18, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.03 per share                          -            -     3,178,568       3,179        85,821              -              -

May 22, 2001, common stock issued for
  conversion of interest,
  non-related, valued
  at $0.01 per share                          -            -     8,214,278       8,214       106,786              -              -

May 22, 2001, common stock issued for
  conversion of interest,
  non-related, valued
  at $0.03 per share                          -            -        34,589          35         1,016              -              -

May 22, 2001, common stock issued for
  conversion of interest,
  non-related, valued
  at $0.03 per share                          -            -       119,336         119         3,222              -              -

May 24, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.01 per share                          -            -     2,979,165       2,979        25,621              -              -

May 31, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.01 per share                          -            -       749,999         750         9,750              -              -

June 1, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.01 per share                          -            -    10,911,454      10,912        93,838              -              -
                                          ------     -------   ------------  --------   ------------   -----------   ---------------

Balance Forward                               -       $    -   126,796,768   $ 126,797   $16,749,984    $(1,663,200)   $(14,224,689)
                                          ------     -------   ------------  --------   ------------   -----------   ---------------


                       The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

                                                                F-10
<PAGE>
<TABLE>
                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<CAPTION>
                                           Preferred Stock            Common Stock        Additional
                                           ---------------            ------------         Paid-In      Subscription   Accumulated
                                          Shares      Amount       Shares      Amount      Capital      Receivable       Deficit
                                          ------      ------       ------      ------      -------      ----------       -------

<S>                                          <C>      <C>       <C>          <C>         <C>           <C>            <C>
Balance Forward                              -       $     -    126,796,768  $126,797    $16,749,984   $(1,663,200)   $(14,224,689)

June 4, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.01 per share                         -             -     18,765,625    18,766       161,384              -              -

June 4, 2001, common stock issued for
  conversion of interest, non-related,
  valued
  at $0.01 per share                         -             -        235,961       236         2,029              -              -

June 12, 2001, common stock issued for
  conversion of interest, non-related,
  valued
  at $0.01 per share                         -             -        179,330       179         1,542              -              -

June 12, 2001, common stock issued for
  conversion of interest, non-related,
  valued
  at $0.01 per share                         -             -        200,955       201         2,612              -              -

June 19, 2001, common stock issued for
  conversion of debt, non-related,
  valued
  at $0.01 per share                         -             -      1,136,363     1,136         8,864              -              -

June 19, 2001, common stock issued for
  conversion of interest, non-related,
  valued
  at $0.01 per share                         -             -         18,307        18           143              -              -

June 20, 2001, common stock issued for
  consulting services, valued at $0.03
  per
  share                                      -             -    (4,400,000)   (4,400)     (143,000)              -              -

July 19, 2001, common stock issued for
  consulting services, valued at $0.01
  per
  share                                      -             -      5,000,000     5,000        45,000              -              -

October 10, 2001, common stock issued
to
  employees for services, valued at
  $0.01 per
  share                                      -             -      1,000,000     1,000        10,000              -              -
                                          ------     -------   ------------  --------   ------------   -----------   --------------

Balance Forward                              -       $     -    148,933,309  $148,933    $16,838,558   $(1,662,200)   $(14,224,689)
                                          ------     -------   ------------  --------   ------------   -----------   --------------


                       The accompanying notes are an integral part of these consolidated financial statements.


</TABLE>


                                                                F-11
<PAGE>

<TABLE>

                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<CAPTION>
                                           Preferred Stock            Common Stock        Additional
                                           ---------------            ------------         Paid-In      Subscription   Accumulated
                                          Shares      Amount       Shares      Amount      Capital      Receivable       Deficit
                                          ------      ------       ------      ------      -------      ----------       -------

<S>                                           <C>       <C>     <C>          <C>          <C>            <C>          <C>
Balance Forward                                   -     $    -  148,933,309  $148,933     $16,838,558    $(1,663,200) $(14,224,689)

Discount on debentures issued at less
  than market value                               -          -            -         -         293,501              -             -

Reclassification as a result of a change
  in accounting principle for outstanding
  options and warrants                            -          -            -         -        (391,470)             -             -

November 29, 2001, cancellation of common
  stock subscription receivable                   -          -   (1,000,000)   (1,000)              -         30,200             -

Cash received for common stock
  subscription                                    -          -            -         -               -        228,300             -

Write off of uncollectible stock
  subscription receivable                         -          -            -         -               -      1,404,700             -

Net loss for the year ended December 31,
  2001                                            -          -            -         -               -              -    (6,188,239)
                                          ---------   --------- ------------ ---------    ------------     ---------- -------------
Balance, December 31, 2001                        -          -  147,933,309   147,933      16,740,589              -   (20,412,928)

Preferred stock issued for cash, at $4.00
  per share                                   5,000     20,000            -         -          20,000              -             -

Accretion of beneficial conversion
  feature of preferred shares to retained
  earnings                                        -          -            -         -               -              -       (20,000)

Net loss for the year ended December 31,
  2002                                            -          -            -         -               -              -    (1,542,182)
                                          ---------   --------- ------------ ---------    ------------     ---------- -------------
Balance, December 31, 2002                    5,000    $20,000  147,933,309  $147,933     $16,760,589              -  $(21,975,110)
                                          =========   ========= ============ =========    ============     ========== =============
Accumulated deficit incurred prior to
  the development stage                                                                                               $(20,412,928)
Accumulated deficit incurred during the
  development stage                                                                                                     (1,562,182)
                                                                                                                      -------------
Total accumulated deficit                                                                                             $(21,975,110)
                                                                                                                      =============













                       The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

                                                                F-12
<PAGE>


<TABLE>
                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                                Consolidated Statements of Cash Flows
<CAPTION>
                                                                                                              From Inception
                                                                                                                  of the
                                                                                                                development
                                                                                                                   Stage
                                                                                                               on January 1,
                                                                                                                   2002
                                                                                For the Years Ended               through
                                                                                   December 31,                December 31,
                                                                          ------------------------------   --------------------
                                                                              2002              2001               2002
                                                                          ------------       ----------        -----------
<S>                                                                       <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                $  (1,542,182)    $  (6,188,239)   $  (1,542,182)
  Adjustments to reconcile net loss to net cash used in operating
    activities:
    Depreciation and amortization                                                      -           407,259                -
    Loss on impairment of goodwill                                                     -         1,898,520                -
    Loss on sale of fixed assets                                                       -           666,610                -
    Loss on disposition of leased assets                                               -           132,397                -
    Gain on settlement of debt                                                  (33,708)                 -         (33,708)
    Income on equity warrant liability                                           (1,948)                 -          (1,948)
    Conversion of debt below market value                                              -           293,501                -
    Value of common stock issued (cancelled) for services                              -            87,600                -
    Bad debt expense                                                             960,187                 -          960,187
    Cumulative effect of change in accounting principle                                -         (389,522)                -
    Write-off of related party notes receivable                                        -           334,847                -
    Write-off of subscription receivable                                               -         1,434,900                -
  Change in operating asset and liability accounts:
    (Increase) decrease in accounts receivable, net                                    -            82,195                -
    (Increase) decrease in inventory, net                                              -         1,961,464                -
    (Increase) decrease in other assets                                                -            75,483                -
    Increase (decrease) in accounts payable                                       85,822       (1,008,803)           85,822
    Increase (decrease) in accrued liabilities                                     5,553         (184,336)            5,553
                                                                          --------------    --------------   --------------

      Net Cash Provided (Used) by Operating Activities                         (526,276)         (396,124)        (526,276)
                                                                          --------------    --------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of fixed assets                                                           -          (14,853)                -
    Proceeds from sale of fixed assets                                                 -            44,025                -
    Proceeds from disposal of leased assets                                            -             7,077                -
    Repayment of notes receivable                                                300,000                 -          300,000
    (Increase) in notes receivable                                                     -         (300,000)                -
                                                                          --------------    --------------   --------------

      Net Cash Provided (Used) by Investing Activities                           300,000         (263,751)          300,000
                                                                          --------------    --------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Cash overdraft                                                                     -          (87,534)                -
    Proceeds from the sale of preferred stock                                     20,000                 -           20,000
    Payments on notes payable                                                          -         (100,000)                -
    Payments on related party notes payable                                            -         (100,000)                -
    Proceeds from convertible debentures                                               -           874,000                -
    Receipt of related party receivable                                                -           228,300                -
    Proceeds from subscribed common stock                                              -                 -                -
    Payments on capital leases                                                         -          (35,604)                -
    Debt offering costs                                                                -            68,695                -
                                                                          --------------    --------------   --------------
      Net Cash Provided by Financing Activities                                   20,000           847,857           20,000
                                                                          --------------    --------------   --------------

                       The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                                                F-13
<PAGE>
<TABLE>
                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                          Consolidated Statements of Cash Flows (Continued)
<CAPTION>
                                                                                                             From Inception of
                                                                                                              the development
                                                                                                                   Stage
                                                                                                             on January 1, 2002
                                                                         For the Years Ended                      through
                                                                             December 31,                       December 31,
                                                                  ----------------------------------         --------------------
                                                                      2002                   2001                  2002
                                                                  -----------            -----------            ----------

<S>                                                                 <C>                      <C>                 <C>
NET INCREASE (DECREASE) IN CASH                                     (206,276)                187,982             (206,276)

CASH AT BEGINNING OF PERIOD                                           213,434                 25,452               213,434
                                                                  -----------            -----------            ----------
CASH AT END OF PERIOD                                             $     7,158            $   213,434            $    7,158
                                                                  ===========            ===========            ==========
CASH PAID FOR:
  Interest                                                        $         -            $    75,390            $        -
  Income Tax                                                      $         -            $         -            $        -

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
  Accretion of beneficial conversion feature                      $    20,000            $         -            $   20,000
  Issuance of common stock for debt                               $         -            $ 2,122,530            $        -
  Issuance of common stock for interest                           $         -            $   153,697            $        -
  Issuance of common stock for ser vices                          $         -            $    87,600            $        -
  Issuance of common stock for subscription                       $         -            $   721,200            $        -
  Conversion of debt below market value                           $         -            $   293,501            $        -




                                        The accompanying notes are an integral part of these
                                                 consolidated financial statements.


</TABLE>

                                                                F-14
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001

NOTE 1 - NATURE OF ORGANIZATION

         This summary of significant  accounting  policies of Avid  Sportswear &
         Golf  Corp.  is  presented  to assist in  understanding  the  Company's
         consolidated   financial   statements.   The   consolidated   financial
         statements and notes are  representations  of the Company's  management
         who  are  responsible  for  their  integrity  and  objectivity.   These
         accounting policies conform to accounting principles generally accepted
         in the United States of America and have been  consistently  applied in
         the preparation of the consolidated financial statements.

         a.  Organization and Business Activities

         Avid  Sportswear & Golf Corp.  was  incorporated  under the laws of the
         State of Nevada on  September  19, 1997 as Golf  Innovations  Corp.  On
         April 19, 1999, the Board of Directors  voted to change the name of the
         Company to Avid  Sportswear & Golf Corp. to better reflect the business
         of the Company.  Additionally,  the Board of Directors  voted to change
         the authorized capitalization to 50,000,000 shares of common stock with
         a par value of $0.001 and 10,000,000  shares of preferred  stock with a
         par  value  of  $0.001.  On July  13,  1999,  the  Board  of  Directors
         authorized a 3-for-1  forward  stock split.  On December 28, 2000,  the
         shareholders  authorized  an increase in the number of common shares to
         150,000,000.  All  references  to common stock have been  retroactively
         restated.  The  Company was engaged in the  business of  producing  and
         selling  golf wear  related  products.  As of November  30,  2001,  the
         Company  has  discontinued  operations  in all  consolidated  companies
         except Vida, Inc., which continues to operate on a limited basis.

         The Company reentered the development stage effective January 1, 2002.

         b.  Accounting Method

         The Company's  consolidated financial statements are prepared using the
         accrual  method of  accounting.  The  Company has elected a December 31
         year-end.

         c.  Cash and Cash Equivalents

         For the purpose of the statement of cash flows,  the Company  considers
         all highly liquid investments purchased with a maturity of three months
         or less to be cash equivalents.

         d.  Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from the estimates.

                                      F-15
<PAGE>
                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 1 - NATURE OF ORGANIZATION (Continued)

         e.  Basic Loss Per Share

         The computation of basic loss per share of common stock is based on the
         weighted average number of shares  outstanding during the period of the
         financial statements.  Fully diluted loss per share is not presented as
         any common stock equivalents are antidilutive in nature.

         f.  Income Taxes

         Deferred taxes are provided on a liability  method whereby deferred tax
         assets  are  recognized  for  deductible   temporary   differences  and
         operating loss and tax credit carryforwards and deferred tax assets are
         recognized for taxable temporary differences. Temporary differences are
         the differences  between the reported amounts of assets and liabilities
         and their tax bases.  Deferred  tax assets are  reduced by a  valuation
         allowance  when, in the opinion of  management,  it is more likely than
         not that some  portion or all of the  deferred  tax assets  will not be
         realized.  Deferred  tax assets and  liabilities  are  adjusted for the
         effects of changes in tax laws and rates on the date of enactment.

         Net  deferred  tax assets  consist of the  following  components  as of
         December 31, 2002 and 2001:

                                                        2002          2001
                                                    ------------  ------------
         Deferred tax assets:
           NOL Carryover                            $  7,160,600  $  6,559,109


         Deferred tax liabilities:                             -             -

         Valuation allowance                          (7,160,600)   (6,559,109)
                                                    ------------  ------------
         Net deferred tax asset                     $          -  $          -
                                                    ============  ============

         The  income  tax  provision  differs  from the  amount  of  income  tax
         determined  by  applying  the U.S.  federal  income  tax rate to pretax
         income from continuing operations for the years ended December 31, 2002
         and 2001 due to the following:

                                                        2002          2001
                                                    ------------  ------------

         Book income                                $   (601,491) $ (2,351,530)
         Other                                                 -        84,739
         Valuation allowance                             601,491     2,266,791
                                                    ------------  ------------
                                                    $          -  $          -
                                                    ============  ============

         At December 31, 2002, the Company had net operating loss  carryforwards
         of approximately  $18,360,000 that may be offset against future taxable
         income  from  the year  2002  through  2022.  No tax  benefit  has been
         reported in the December  31, 2002  consolidated  financial  statements
         since the potential  tax benefit is offset by a valuation  allowance of
         the same amount.

                                      F-16
<PAGE>



                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 1 - NATURE OF ORGANIZATION (Continued)

         f. Income Taxes (Continued)

         Due to the  change in  ownership  provisions  of the Tax  Reform Act of
         1986, net operating loss carryforwards for Federal income tax reporting
         purposes  are  subject  to  annual  limitations.  Should  a  change  in
         ownership occur, net operating loss  carryforwards may be limited as to
         use in future years.

         Recent Accounting Pronouncements

         During the years ended  December  31,  2002,  and 2001,  the  Financial
         Accounting   Standards  Board  adopted  the  following   Statements  of
         Financial Accounting Standards:

         o    SFAS No. 141, Business Combinations;
         o    SFAS No. 142, Goodwill and Other Intangible Assets;
         o    SFAS No. 143, Accounting for Asset Retirement Obligations;
         o    SFAS  No.  144,  Accounting  for the  Impairment  or  Disposal  of
              Long-Lived Assets;
         o    SFAS No. 145, Decision of FASB Statements 4, 44, and 64, Amendment
              of Statement 13, and Technical Corrections;
         o    SFAS No. 146, Accounting for Exit or Disposal Activities;
         o    SFAS No. 147, Acquisitions of certain Financial Institutions; and
         o    SFAS No. 148, Accounting for Stock Based Compensation.

         These  newly  issued  accounting  pronouncements  had no  effect on the
         Company's current financial statements and did not impact the Company.

         h. Purchase of Avid Sportswear, Inc.

         On December 18,  1998,  the Company  entered into a stock  purchase and
         sales  agreement  with  Avid   Sportswear,   Inc.   (Avid),   a  Nevada
         corporation. Avid was in the business of manufacturing and selling golf
         related  clothing.  This  Agreement was finalized on March 1, 1999. The
         Agreement  called for the  Company to purchase  all of the  outstanding
         stock of Avid  Sportswear,  Inc., for $725,000 and 1,100,000  shares of
         common  stock  valued at $0.75 per  share.  Additionally,  the  Company
         agreed to pay off all of the notes payable to the  shareholders of Avid
         Sportswear,  Inc.,  and the notes payable to Nations Bank, fka Bank IV.
         The total amount of these notes was  $1,826,119 at the date of closing.
         The Company  accounted for the acquisition as a purchase as of March 1,
         1999. The operations of Avid were included from March 1, 1999.

         Goodwill of $2,559,331,  generated from the purchase of Avid, was being
         amortized  over a ten-year  life using the  straight-line  method.  All
         unamortized goodwill was written off during the year ended December 31,
         2001, when the Company discontinued operations. See Note 9.

         i.  Reclassification

         Certain  December 31, 2001 balances have been  reclassified  to conform
         with the December 31, 2002 financial statement presentation.


                                      F-17
<PAGE>


                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 1 - NATURE OF ORGANIZATION (Continued)

         j.  Advertising Expense

         The Company expenses advertising costs as incurred. Advertising expense
         for the  years  ended  December  31,  2002,  and 2001,  was  $-0-,  and
         $221,743, respectively. All advertising expense is included in the loss
         from discontinued operations.

         k.  Principles of Consolidation

         The consolidated financial statements presented include the accounts of
         Avid Sportswear & Golf Corp., Avid Sportswear, Inc., and Vida, Inc. All
         significant interCompany accounts have been eliminated.

         l.  Revenue Recognition

         Prior to the  discontinuation  of  operations in 2001 (See Note 9), the
         Company's  revenue  was created  primarily  from the sale of men's golf
         apparel and did include  shipping  and  handling  charges.  Revenue was
         recognized when the product was shipped to the customer, the amount was
         determinable  and  collection was  reasonably  assured.  The terms were
         customarily  FOB  origination.  Product  returns  for  the  year  ended
         December 31, 2001, were not significant.  The Company has had no source
         of revenue  since  December 31, 2001.  Additional  revenue  recognition
         policies will be determined when operations commence again.

         m.  Stock Options

         The Company  applies  Accounting  Principles  Board ("APB")  Option 25,
         "Accounting for Stock Issued to Employees," and related Interpretations
         in  accounting  for all  stock  option  plans.  Under APB  Opinion  25,
         compensation  cost is recognized for stock options granted to employees
         when the option price is less than the market  price of the  underlying
         common stock on the date of grant.

         SFAS  Statement  No. 123,  "Accounting  for  Stock-Based  Compensation"
         requires  the Company to provide pro forma  information  regarding  net
         income as if compensation cost for the Company's stock option plans had
         been  determined  in  accordance  with  the  fair  value  based  method
         prescribed  in  SFAS  No.  123.  To  provide  the  required  pro  forma
         information,  the Company estimates the fair value of each stock option
         at the grant date by using the Black-Scholes option-pricing model.

         n.  Change in Accounting Principles

         Effective December 31, 2001, the Company adopted the provisions of EITF
         00-19, "Accounting for Derivative Financial Instruments Indexed to, and
         Potentially settled in, a Company's Own Stock".

                                      F-18
<PAGE>


                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 1 - NATURE OF ORGANIZATION (Continued)

         n. Change in Accounting Principles (Continued)

         This issue  provides that warrants to purchase  common shares which are
         outstanding  and for which the number of authorize but unissued  shares
         is  insufficient  to satisfy the maximum number of shares that could be
         required  upon the  exercise  of such  warrants,  then the  contract is
         reclassified  from equity to an asset or  liability.  The effect of the
         application  of this  pronouncement  that  requires  asset or liability
         classification  for those  contracts  that  existed as of December  31,
         2001,  would be calculated as of December 31, 2001, and presented as of
         that date as a cumulative  effect of a change in accounting  principle.
         At  December  31,  2001,  $391,470  was  reclassified  from equity to a
         liability and mark-to-market adjustment of $389,522 was recorded as the
         cumulative  effect of a change in accounting  principle.  The remaining
         equity  warrant  liability,  of $1,948,  was  recorded as other  income
         during the year ended December 31, 2002.

NOTE 2 - EQUITY TRANSACTIONS

         On May 30,  2002,  the  Company  sold  5,000  shares  of its  Series  A
         preferred  stock to 4 unrelated  parties in exchange for $20,000.  Each
         preferred  shares is  convertible,  at the option of the  holder,  into
         20,000 shares of common stock, and vest immediately upon issuance.  The
         Company  recorded a  beneficial  conversion  feature  (discount)  of an
         additional   $20,000  related  to  the  issuance.   This  discount  was
         immediately  accreted to retained earnings,  per the provisions of EITF
         98-5, due to their immediate convertibility.

NOTE 3 - NOTE PAYABLE

         Notes payable consisted of the following at December 31, 2002:

                                                                   December 31,
                                                                       2002
                                                                   ------------
         Note payable to a shareholder dated
           December 1, 1999 as advanced, bearing
           interest at 10%, Principal and interest
           are due on demand and is secured by the
           personal guarantee of previous officers.                 $   561,525
                                                                    -----------

                  Total notes payable                                  561,525
                                                                   -----------

                  Less: current portion                               (561,525)
                                                                   -----------

                  Total long-term debt                             $         -
                                                                   ===========


                                      F-19
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 4 - CAPITAL LEASES

         Prior to the Company's  discontinuation of operations in 2001 (See Note
         9),  the  Company  had  leased   several  large  machines  and  various
         equipment.  The Company defaulted on all of these capital leases during
         the year  ended  December  31,  2001.  All of the  leased  assets  were
         repossessed and then resold. The Company recorded the proceeds received
         from the  repossession  and sale of $7,077 as a loss on  disposition of
         leased assets of $132,397 for the year ended December 31, 2001.

         The  Company  recorded  depreciation  on  capitalized  lease  equipment
         expense of $-0- and $30,576, for the years ended December 31, 2002, and
         2001,  respectively.  This  depreciation  is  included in the loss from
         discontinued operations.

NOTE 5 - RELATED PARTY TRANSACTIONS

         On May 30,  2002,  the  Company  sold  5,000  shares  of its  Series  A
         convertible  preferred  stock to 4 unrelated  parties,  in exchange for
         $20,000.

         During the year ended  December  31,  2001,  the  Company  engaged  the
         services of an outside  consultant to independently  review all current
         year  related  party  transactions.  As a result of the review,  it was
         determined  that there was  inadequate  documentation  to  support  the
         related   parties'  claim  to  funds  owed  by  the  Company.   Further
         investigation  of the related  party  receivables  and repeated  failed
         attempts to collect  these  amounts  indicated  that the net amount due
         from  related  parties,   of  $334,847,   was  uncollectible  and  was,
         therefore, expensed as a bad debt.

         During the year ended December 31, 2001,  officers and directors of the
         Company  converted  $948,530  of debt and  $137,131  of  interest  into
         14,236,486 shares of common stock.

         During the year ended  December 31, 2001,  the Company paid $100,000 in
         full  satisfaction of a related party debt owed to a former director of
         the Company.

         Effective  January 31, 2001, the president of the subsidiary  forfeited
         all  1,200,000  shares of common  stock  granted to him on January  17,
         2000,   pursuant  to  the  amendment  to  the  president's   Employment
         Agreement.  As of  December  31,  2002,  the  shares  have not yet been
         physically returned to the Company.

NOTE 6 - GOING CONCERN

         The  Company's  financial  statements  are  prepared  using  accounting
         principles   generally   accepted  in  the  United  States  of  America
         applicable to a going concern which contemplates the relation of assets
         and  liquidation  of  liabilities  in the  normal  course of  business.
         However,  the  Company  has  current  liabilities  in excess of current
         assets of $5,049,490 and has generated significant losses for the years
         ended December 31, 2002, and 2001. Additionally,  the Company reentered
         the  development  stage on January 1, 2002, as all operations have been
         discontinued.

                                      F-20
<PAGE>
                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 6 - GOING CONCERN (Continued)

            Subsequent to year-end,  the Company entered into a merger agreement
         with United Companies  Corporation (Note 10). As a result of the Merger
         with United  Companies  Corporation,  the Company  will be changing its
         business strategy going forward. Although no funding has been committed
         to  date,  Management  believes  that  the  required  funding  will  be
         available  through  conventional  sources  as well as  venture  capital
         sources to find any new business strategy.

         The ability of the Company to continue as a going  concern is dependant
         upon its ability to  successfully  seek out and consummate an agreement
         with  an  existing  operating  Company,  or  secure  other  sources  of
         financing  such  that  it  may  commence  profitable  operations.   The
         accompanying  financial  statements do not include any adjustments that
         might be  necessary  if the  Company is unable to  continue  as a going
         concern.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

         Common Stock Issued Without Restrictive Legend

         The  Company's  new  management  believes  that  during the years ended
         December 31, 2001 and 2000,  the Company  issued shares of common stock
         without legends  restricting  the resale of such shares.  The Company's
         new management believes that at least 19,225,000 shares of common stock
         have been resold in the public  market in violation of Section 5 of the
         Securities  Act of 1933,  as  amended.  The  Company  may be liable for
         rescission and other damages with respect to these sales.

NOTE 8 - DILUTIVE INSTRUMENTS

         a. Stock Options

         A Summary of the  Company's  outstanding  stock  options  and  weighted
         average  assumptions  used  for  grants  as of  December  31,  2002  is
         presented below:

<TABLE>
<CAPTION>
                            Vesting
                            Date of                     Exercise      Exercise     Trading       Amount
           Description       Grant       Requirements    Number        Price        Price       Exercised
         ---------------    ---------   --------------  --------      --------    ---------    -----------
<S>      <C>                <C>           <C>            <C>          <C>          <C>         <C>
         1) Lone Star
            Capital         08/14/00      Immediate      175,000      $  0.35      $  0.31              -
         2) D. Aganost      08/09/00      Immediate      200,000      $  0.35      $  0.38              -
         3) D. Blakely      08/09/00      Immediate      100,000      $  0.35      $  0.38              -
                                                         -------                                ----------

                                                         475,000                                        -
                                                         =======                                ==========
</TABLE>
                                      F-21
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 8 - DILUTIVE INSTRUMENTS (Continued)

         a. Stock Options (Continued)
<TABLE>
<CAPTION>
                                          Risk-Free                                       Grant Date
                            Expiration    Interest    Expected   Expected     Expected    Compensation
         Description        Date          Rate        Life       Volatility   Dividends   Expense
         -----------        ----------    ---------   --------   ----------   ---------   -------------
<S>      <C>                <C>           <C>         <C>        <C>          <C>         <C>
         1) Lone Star
            Capital         08/14/10      6.00%       2          182.84%      $0          $   43,922
         2) D. Aganost      08/09/10      6.79%       5          182.83%      $0              72,506
         3) D. Blakely      08/09/10      6.79%       5          182.83%      $0              36,253
                                                                                           ---------
                                                                                          $  152,681
                                                                                          ==========
</TABLE>

         b. Unqualified Stock Options

         In January 2000, the Company  granted  options to purchase an aggregate
         of 1,864,477  shares of its common stock to employees and directors for
         services rendered.

         FASB Statement 123,  "Accounting for Stock-Based  Compensation"  ("SFAS
         No.  123")  requires  the  Company  to  provide  pro forma  information
         regarding net income and net income per share as if compensation  costs
         for the  Company's  stock  option plans and other stock awards had been
         determined in accordance with the fair value based method prescribed in
         SFAS No. 123. The Company  estimates the fair value of each stock award
         at the grant date by using the Black-Scholes  option pricing model with
         the   following   weighted   average   assumptions   used  for  grants,
         respectively;  dividend  yield of zero percent for all years;  expected
         volatility  of 96 percent for all years;  risk-free  interest  rates of
         5.87 percent and expected lives of 5 years.

         c. Warrants

         A summary of the Company's  outstanding  warrants and weighted  average
         assumptions used for grants as of December 31, 2002 is presented below:

<TABLE>
<CAPTION>

                                                   Vesting          Exercise       Exercise   Trading     Amount
         Description             Date of Grant     Requirements     Number         Price      Price       Exercised
         --------------------    -------------     ------------
<S>      <C>                     <C>               <C>              <C>            <C>        <C>         <C>
         1) May Davis Group      12/29/00          Immediately      1,680,000      $0.35      $0.13               -
         2) Persia Consulting    12/29/00          Immediately        320,000      $0.35      $0.13               -
         3) J. McKee             12/31/99          Immediately        285,714      $1.50      $0.38               -
         4) D. Paetz             12/31/99          Immediately        100,000      $0.50      $0.38               -
         5) Tarpon Scurry        01/08/99          Immediately         39,000      $0.01      $1.77               -
                                                                    ---------                             ----------

                                                                    2,424,714
                                                                    =========
</TABLE>

                                      F-22
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 8 - DILUTIVE INSTRUMENTS (Continued)

         c. Warrants (Continued)
<TABLE>
<CAPTION>
                                                  Risk-Free                                            Grant Date
                                   Expiration     Interest    Expected     Expected      Expected      Compensation
         Description               Date           Rate        Life         Volatility    Dividends     Expense
         --------------------      ----------     ---------   --------     ----------    ---------     ------------
<S>      <C>                       <C>            <C>         <C>          <C>

         1) May Davis Group        12/29/10       5.13%       3            173.61%         $0          $155,865
         2) Persia Consulting      12/29/10       5.13%       3            173.61%         $0            29,689
         3) J. McKee               08/23/09       5.87%       5            100.63%         $0            63,074
         4) D. Paetz               08/01/03       5.87%       5            100.63%         $0            28,194
         5) Tarpon Scurry          01/08/04       5.69%       3             86.94%         $0            53,235
                                                                                                       --------

                                                                                                       $330,057
                                                                                                       ========
</TABLE>

NOTE 9 - DISCONTINUED OPERATIONS

         Effective November 30, 2001, the Company ceased all operations relating
         to the  manufacture  and  sale  of golf  wear  related  products.  This
         discontinuation  of operations  included all  operations of the Company
         and its subsidiaries.  The financial statements have been retroactively
         restated to reflect this event.  No tax benefit has been  attributed to
         the discontinued operations.

         As a result of the  discontinuation  of operations  and as discussed in
         Note 4, the Company  defaulted on all three of its outstanding  capital
         leases.  All of the leased assets were  repossessed  and then resold by
         the leasing companies. The Company received $7,077 from the proceeds of
         the sale. The remaining  book value of the leased assets,  of $132,397,
         was written off as a loss on  disposition of leased assets of $132,397.
         The Company then sold all of its remaining  fixed  assets,  which had a
         net book value,  as of the disposal date, of $710,635,  for $44,025 and
         recorded a loss on sale of fixed assets of $666,610.

         The  Company  has also  written off all  unamortized  goodwill,  and an
         impairment  loss of $1,898,520  has been  recognized for the year ended
         December 31, 2001.

         The  following  is a summary of the loss from  discontinued  operations
         resulting from the elimination of all operations.

                                      F-23
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 9 - DISCONTINUED OPERATIONS (Continued)
<TABLE>
<CAPTION>
                                                           For the Years Ended
                                                              DECEMBER 31,
                                                    ---------------------------------
                                                         2001              2000
                                                    --------------    ---------------

<S>      <C>                                        <C>               <C>
         SALES, NET                                 $            -    $   20,720,343
                                                    --------------    ---------------

         COST OF SALES                                           -        14,322,676
                                                    --------------    ---------------

         GROSS MARGIN                                            -         6,397,667
                                                    --------------    ---------------
         EXPENSES

            Shipping expenses                                    -           264,159
            Design expenses                                      -           158,271
            Selling expenses                                     -         2,701,426
            Depreciation and amortization expense                -           407,259
            General and administrative                           -         5,739,741
            Bad debt                                             -           524,033
            Loss on impairment on goodwill                       -         1,898,520
            Loss on disposition of leased assets                 -           132,397
            Loss on sale of equipment                            -           666,610
                                                    --------------    ---------------

                 Total Operating Expenses                        -        12,492,416
                                                    --------------    ---------------

         OPERATING LOSS                                          -        (6,094,749)
                                                    --------------    ---------------

         OTHER INCOME (EXPENSE)

            Interest expense                                     -          (503,979)
            Interest income                                      -                 -
                                                    --------------    ---------------

                  Total Other Income (Expense)                   -          (503,979)
                                                    --------------    ---------------

         NET LOSS BEFORE EXTRAORDINARY ITEM                      -        (6,598,728)

         EXTRAORDINARY GAIN                                      -            41,988
                                                    --------------    ---------------

         NET LOSS FROM DISCONTINUED OPERATIONS      $            -    $   (6,556,740)
                                                    ==============    ===============
</TABLE>
                                      F-24
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 10- SUBSEQUENT EVENT

         Subsequent  to year-end,  the  shareholders  of Avid  Sportswear & Gold
         Corporation  voted upon,  and approved a merger  agreement by and among
         Avid Sportswear & Gold  Corporation,  United Companies  Corporation,  a
         Nevada  corporation   ("United"),   and  Merger  Co.,  Inc.,  a  Nevada
         Corporation and a wholly-owned subsidiary of United ("Merger Co."). The
         merger  agreement  provided for the merger of Avid with and into Merger
         Co. As a result of which,  Merger Co. will become the surviving  entity
         and assume all of Avid's  assets  and  liabilities.  At the time of the
         Merger, all shares of Avid common stock will be automatically converted
         into  shares  of  United  common  stock on a fifty  for one  basis.  In
         addition,  all shares of Avid convertible  preferred stock will also be
         converted  into shares of United  common  stock on the same basis as if
         such shares of preferred  stock had been  converted into shares of Avid
         common stock prior to the Merger.

         The merger agreement also requires that all options  outstanding  under
         the Avid 2000  Stock  Incentive  Plan  terminated  effective  as of the
         effective date of the Merger.  All holders of  outstanding  Avid common
         stock  purchase  warrants  will receive  United  common stock  purchase
         warrants  which  represent  the right to  purchase  one share of United
         common  stock in exchange  for fifty  shares of Avid common stock at an
         identical exercise price per share.

                                      F-25
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2002, and 2001


NOTE 10- SUBSEQUENT EVENT (Continued)

         An unaudited pro forma  balance  sheet as of December 31, 2002,  and an
         unaudited pro forma income  statement  for the year ended  December 31,
         2002, for the combined (post merger) entity, is presented below:
<TABLE>
<CAPTION>
                                                                                                                 Pro Forma
                                                        United           Avid                                     Combined
                                                        As of            As of        Combined                  United & Avid
                                                        December 31,  December 31,   Historical     Pro Forma    December 31,
                                                           2002         2002       United & Avid   Adjustments      2002
                                                        ------------  -----------  -------------   -----------  -------------
<S>                                                      <C>          <C>          <C>              <C>         <C>
ASSETS

Current Assets:
  Cash                                                   $       -   $     7,158   $      7,158     $     -     $       7,158
                                                         ---------   -----------   ------------     -------     -------------

      Total Current Assets                                       -         7,158          7,158           -             7,158
                                                         ---------   -----------   ------------     -------     -------------
Other Assets:
  Trademarks                                                     -         2,902          2,902           -             2,902
                                                         ---------   -----------   ------------     -------     -------------

      Total Other Assets                                         -         2,902          2,902           -             2,902
                                                         ---------   -----------   ------------     -------     -------------

      TOTAL ASSETS                                       $       -    $   10,060   $     10,060     $     -     $      10,060
                                                         =========   ===========   ============     =======     =============

LIABILITIES AND STOCK-HOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable                                       $       -   $ 4,163,338   $  4,163,338     $     -     $   4,163,338
  Accrued liabilities                                            -       200,157        200,157           -           200,157
  Note payable                                                   -       561,525        561,525           -           561,525
  Capital leases - current portion                               -       131,629        131,629           -           131,629
                                                         ---------   -----------   ------------     -------     -------------
      Total Current Liabilities                                  -     5,056,649      5,056,649           -         5,056,649
                                                         ---------   -----------   ------------     -------     -------------
      Total Liabilities                                          -     5,056,649      5,056,649           -         5,056,649
                                                         ---------   -----------   ------------     -------     -------------

Stockholders' Equity:
  Preferred stock                                                -        20,000         20,000    (20,000)              -(1)
  Common stock                                                 499       147,933        148,432     100,000              -(1)
                                                                 -             -              -   (247,933)              -(2)
                                                                 -             -              -       4,959          5,458(3)
  Additional paid-in capital                                 6,136    16,760,589     16,766,725    (80,000)              -(1)
                                                                 -             -              -     241,488              -(2)
                                                                 -             -              -     (4,959)     16,923,254(3)
  Stock subscription receivable                              (190)             -          (190)           -             (190)
  Accumulated deficit during the
    Development stage                                            -   (1,562,182)    (1,562,182)           -       (1,562,182)
  Accumulated deficit prior to the
    Development stage                                            -  (20,412,929)   (20,412,929)           -      (20,412,929)
                                                         ---------   -----------   ------------     -------     -------------
  Accumulated deficit                                      (6,445)             -        (6,445)       6,445              -(2)
                                                         ---------   -----------   ------------     -------     -------------
      Total Stockholders' Equity                                 -   (5,046,589)    (5,046,589)           -       (5,046,589)
                                                         ---------   -----------   ------------     -------     -------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                         $       -    $   10,060        $10,060     $     -     $      10,060
                                                         =========   ===========   ============     =======     =============
</TABLE>
                                                             F-26
<PAGE>

<TABLE>
<CAPTION>

                                                    AVID SPORTSWEAR & GOLF CORP.
                                                    (A Development Stage Company)
                                           Notes to the Consolidated Financial Statements
                                                     December 31, 2002, and 2001


NOTE 10- SUBSEQUENT EVENT (Continued)


                                                                                                                   Pro Forma
                                               Avid             Avid                                             Combined
                                              As of            As of          Combined                         United & Avid
                                           December 31,     December 31,     Historical        Pro Forma        December 31,
                                              2002             2002         United & Avid      Adjustments          2002
                                           ------------   ---------------   --------------     ------------    -----------------
<S>                                        <C>            <C>                <C>                <C>              <C>
Sales                                      $         -    $           -      $           -      $         -      $           -
Bad debt expense                                     -          960,187            960,187                -            960,187
Legal expense                                        -           76,547             76,547                -             76,547
Accounting expense                                   -           51,141             51,141                -             51,141
Consulting expense                                   -          388,370            388,370                -            388,370
General & Administrative                         5,635           41,867             47,502                -             47,502
                                           ------------   --------------     --------------     -----------      --------------

Loss from operations                            (5,635)      (1,518,112)        (1,523,747)               -         (1,523,747)
                                           ------------   --------------     --------------     -----------      --------------

Other income (expense)
  Interest expense                                   -          (59,727)           (59,727)               -            (59,727)
  Gain on settlement of debt                         -           33,708             33,708                -             33,708
  Income (loss) on equity options and
  warrants                                           -            1,949              1,949                -              1,949
                                           ------------   --------------     --------------     -----------      --------------

    Total Other Expenses                             -          (24,070)           (24,070)               -            (24,070)
                                           ------------   --------------     --------------     -----------      --------------

Net loss                                   $    (5,635)   $  (1,542,182)     $  (1,547,817)      $        -      $  (1,547,817)
                                           ============   ==============     ==============     ===========      ==============

Basic loss per share                             (0.02)           (0.01)             (0.01)               -              (0.31)
                                           ============   ==============     ==============     ===========      ==============

Weighted average shares Outstanding            245,708      147,933,309        148,179,017                -        5,033,666(4)
                                           ============   ==============     ==============     ===========      ==============



DESCRIPTION OF ADJUSTMENTS AND OTHER NOTES

(1)  Per the  provisions  of the merger  agreement,  all of the 5,000  outstanding  preferred  shares of Avid will  convert into
     100,000,000 shares of Avid common stock immediately  proceeding the merger. The adjustment shows the conversion of the Avid
     $0.001 par value preferred shares into Avid $0.001 par value common shares.

(2)  To eliminate the retained deficit of United and the common stock of Avid as of the date of the merger.

(3)  To reflect the fifty-for-one exchange of Avid shares for shares of United.

(4)  Weighted average shares outstanding reflects the conversion of 5,000 shares of Avid preferred stock into 100,000,000 shares
     of Avid common stock, and the one-for-fifty exchange of Avid common stock for United common stock.
</TABLE>
                                                              F-27
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 1B(A) OF THE EXCHANGE ACT

         Information  concerning our current executive officers and directors is
         set forth in the following table:

             NAME:                      AGE:     POSITION:
             -----------------------    ----     -----------------------------
             Frank Jakovac               53      President, Chief Executive
                                                 Officer and Director

             Michelle Mathis             46      Director


         FRANK JAKOVAC.  Mr. Jakovac is the Chief Executive  Officer,  President
and a  Director  of Avid.  Mr.  Jakovac  is also the  Chief  Executive  Officer,
President  and sole  Director of United  Companies  Corporation.  The five years
preceding his current  employment,  Mr. Jakovac was an entrepreneur who invested
in commercial real estate development projects in the southeastern region of the
United  States.  Prior to  investing  in real  estate,  Mr.  Jakovac  was  Chief
Executive  Officer  and  President  of Memorex  Finance  Corporation,  a captive
finance Company owned b Memorex Corporation.

         MICHELLE MATHIS.  Ms. Mathis is a strategic business attorney with over
fifteen years experience in the legal profession. From July 15, 2002, Ms. Mathis
has served as President/CEO of Motorcars Auto Group Incorporated. Ms. Mathis has
served  as  In-House   Counsel  and  Director  of  Legal   Affairs  for  several
privately-held  corporations.  In addition, Ms. Mathis has served in an advisory
capacity in the  governmental  federal  corporate  restructuring  of savings and
loans.

         On September 24, 2001, Mr. Earl Ingarfield  resigned as Chief Executive
Officer and Chairman of the Board of Directors of Avid.

         On December 1, 2001, Mr. Michael  LaValliere  resigned as a Director of
Avid.

         On May 17, 2001, Mr. Barnum Mow resigned as Chief Executive Officer and
President of our wholly-owned subsidiary and as a Director of Avid.

         On August 16,  2001,  Mr.  Jerry  Busiere  resigned as Chief  Financial
Officer and a Director of Avid.


ITEM 10. EXECUTIVE COMPENSATION

         The following table provides information about the compensation paid by
Avid to its Chief Executive Officer and all other current executive officers who
were serving as  executive  officers at the end of 2002 and 2001 and 200 and who
received in excess of $100,000:

<TABLE>
<CAPTION>
                                            ANNUAL
                                         COMPENSATION                         LONG-TERM COMPENSATION
                                        -----------------   ----------------------------------------------------------
                                                                             RESTRICTED    SECURITIES
                                                            OTHER ANNUAL       STOCK       UNDERLYING       ALL OTHER
                                        SALARY     BONUS    COMPENSATION      AWARD(S)      OPTIONS       COMPENSATION
NAME AND PRINCIPAL POSITION(S)  YEAR     ($)        ($)         ($)             ($)          (#s)              ($)
------------------------------  ----    ------     -----    ------------     ----------    -----------    ------------
<S>                             <C>    <C>         <C>          <C>            <C>           <C>            <C>
Frank Jakovac(1)                2002   $_______
President, Chief Executive      2001   $ 72,917       --              --             --             --              --
Officer and Director            2000         --       --              --             --             --              --
</TABLE>
                                                           15
<PAGE>

<TABLE>
<CAPTION>
                                            ANNUAL
                                         COMPENSATION                         LONG-TERM COMPENSATION
                                        -----------------   ----------------------------------------------------------
                                                                             RESTRICTED    SECURITIES
                                                            OTHER ANNUAL       STOCK       UNDERLYING       ALL OTHER
                                        SALARY     BONUS    COMPENSATION      AWARD(S)      OPTIONS       COMPENSATION
NAME AND PRINCIPAL POSITION(S)  YEAR     ($)        ($)         ($)             ($)          (#s)              ($)
------------------------------  ----    ------     -----    ------------     ----------    -----------    ------------
<S>                             <C>    <C>         <C>          <C>            <C>           <C>            <C>
Earl T. Ingarfield(2)           2002       N/A
Former Chief
Executive Officer,              2001   $216,667       --              --             --             --              --
President and Chairman          2000   $325,000       --              --             --             --              --
of the Board of Directors


Barnum Mow(3)                   2002   N/A            --              --             --             --              --
Former President of Avid        2001   $152,692       --              --             --             --              --
Sportswear, Inc.                2000   $300,000       --              --             --(4)          --(5)           --


David Roderick, Executive       2002   N/A
Former Vice-President of        2001   $ 82,958       --              --             --             --              --
of Merchandising and Design
of Avid Sportswear, Inc.        2000   $150,000       --        12,500(6)            --             --              --

---------------------

(1)  Mr. Jakovac became President, Chief Executive Officer and a Director of Avid in June 2001.

(2)  Mr.  Ingarfield became Chief Executive  Officer,  President and Chairman of the Board of Directors of Avid in June,
     1998.  On September  24, 2001,  Mr.  Ingarfield  resigned as Chief  Executive  Officer and Chairman of the Board of
     Directors of Avid.

(3)  Mr. Mow became Chief Executive  Officer and President of Avid's  wholly-owned  subsidiary on September 17, 1999. On
     May 17, 2001, Mr. Mow resigned as Chief Executive Officer and President of Avid's wholly-owned  subsidiary and as a
     Director of Avid.

(4)  On January 17, 2000,  Avid issued  1,200,000  shares of Avid's common stock to Mr. Mow. These shares were forfeited
     pursuant to an amendment to Mr. Mow's employment agreement effective January 31, 2001.

(5)  On January 17, 2001,  Avid granted  864,477  options to purchase  Avid's  common  stock.  All of these options were
     terminated  effective May 17, 2001 pursuant to Mr. Mow's  resignation as Chief  Executive  Officer and President of
     Avid's wholly-owned subsidiary and as a Director of Avid.

(6)  Mr. Roderick's other annual compensation consists of a Company car and automobile insurance.
</TABLE>


EMPLOYMENT AGREEMENTS

     On June 25, 2001, Avid entered into a three-year  employment agreement with
Frank J. Jakovac,  to act as President  and Chief  Executive  Officer.  The base
salary for services was $127,500 per year, payable in semi-monthly  installments
through  September 25, 2001.  After September 25, 2001, base salary was $255,000
per year,  payable in semi-monthly  installments.  An initial bonus of 1,250,000
shares of common stock at $0.01 per share vested immediately,  and $25,000 to be
paid upon  signing new  business  equaling  or greater  than  $1,000,000  of new
revenue.  Mr. Jakovac was granted and fully vested in 5% of the Company's  total
shares of issued  stock.  Avid was  unable to honor its  obligations  under this
employment  agreement and as a result,  Avid and Mr. Jakovac  mutually agreed to
terminate the agreement as of December 1, 2001. Mr.  Jakovac  received no shares
of common stock or options pursuant to the employment agreement.

     On June 25, 2001, Avid entered into a three-year  employment agreement with
James W. Handlon to act as Executive Vice-President and Chief Operating Officer.
The base salary for  services was  $125,000  per year,  payable in  semi-monthly
installments  through  September 25, 2001. After September 25, 2001, base salary
was $245,000 per year, payable in semi-monthly installments. An initial bonus of
1,250,000  shares of common  stock at $0.01 per share  vested  immediately,  and
$25,000 to be paid upon signing new business equaling or greater than $1,000,000
of new revenue.  Mr. Handlon was granted and fully vested in 5% of the Company's
total shares of issued  stock.  Avid was unable to honor its  obligations  under
this employment  agreement and as a result, Avid and Mr. Handlon mutually agreed
to terminate the agreement.  Mr.  Handlon  received no shares of common stock or
options pursuant to the employment agreement as of December 1, 2001.

                                       16
<PAGE>

     On June 25, 2001, Avid entered into a three-year  employment agreement with
Michelle Mathis to act as the Director of Corporate and Legal Affairs.  The base
salary for services was $50,000 per year,  payable in semi-monthly  installments
through  September 25, 2001.  After September 25, 2001, base salary was $100,000
per year,  payable in  semi-monthly  installments.  An initial  bonus of 800,000
shares of common stock at $0.01 per share vested immediately,  and $10,000 to be
paid upon  signing new  business  equaling  or greater  than  $1,000,000  of new
revenue.  Ms. Mathis was granted and fully vested in 1% of the  Company's  total
shares of issued  stock.  Avid was  unable to honor its  obligations  under this
employment  agreement and as a result,  Avid and Ms. Mathis  mutually  agreed to
terminate  the  agreement.  Ms.  Mathis  received  no shares of common  stock or
options pursuant to the employment agreement as of December 1, 2001.

     On February 29, 2000, Avid entered into a three-year  employment  agreement
with Mr. Ingarfield.  Pursuant to this agreement, Mr. Ingarfield was employed as
the Chief Executive  Officer and President of Avid. Mr. Ingarfield had an annual
base  salary of  $325,000,  plus  annual  cost of living  adjustments  and other
increases to be determined  by the Board of Directors.  Except in the event of a
change of control or other special  circumstance,  Mr. Ingarfield's salary (less
employment  taxes) was to be paid  quarterly  in Avid's stock on the last day of
each calendar quarter. In addition,  Mr. Ingarfield was to be entitled to annual
incentive  bonus  compensation  in an  amount to be  determined  by the Board of
Directors.  Mr.  Ingarfield was entitled to a Company car. In the event that Mr.
Ingarfield's  employment  was  terminated  by  Avid  without  "cause"  or by Mr.
Ingarfield  for "good  reason"  (which  includes  a change of  control),  he was
entitled to receive all accrued or earned but unpaid  salary,  bonus (defined as
an amount  equal to the prior  years'  bonus) and benefits for the lesser of the
balance of the term or three years. In addition,  Mr. Ingarfield was entitled to
certain  relocation  expenses incurred in a change of principal  residence.  The
agreement  provided that Mr.  Ingarfield  would not compete with Avid during his
employment and for two years thereafter  unless his employment was terminated by
Avid without "cause" or by Mr.  Ingarfield for "good reason." Mr. Ingarfield has
demand and piggy-back registration rights with respect to his stock in Avid. Mr.
Ingarfield's employment with Avid was terminated on September 24, 2001.

     Avid's  wholly-owned   subsidiary  entered  into  a  three-year  employment
agreement with Barnum Mow, commencing  September 17, 1999. Mr. Mow resigned from
employment  with  Avid on May 17,  2001.  On July  26,  2001,  Avid  and  Avid's
wholly-owned  subsidiary  were named in litigation with Mr. Mow. Mr. Mow filed a
complaint  against Avid and Avid's  wholly-owned  subsidiary  alleging breach of
contract,  breach  of  implied  covenant  of good  faith  and fair  dealing  and
violation  of Labor  Code ss.  227.3.  Mr.  Mow seeks  damages  in the amount of
$444,307.00,   prejudgment  interest  thereon,   costs  of  suit  incurred,  and
attorney's fees and costs according to statute. Due to the preliminary status of
the lawsuit,  it is not possible to evaluate the  likelihood  of an  unfavorable
outcome or estimate of potential loss.

     Avid's  wholly-owned  subsidiary  also entered into a five-year  employment
agreement with David Roderick,  effective January 1, 1999. Mr. Roderick resigned
from  employment  with Avid on May 29,  2001.  On September  26, 2001,  Avid and
Avid's wholly-owned subsidiary were named in litigation with David Roderick. Mr.
Roderick  filed a  complaint  against  Avid and Avid's  wholly-owned  subsidiary
alleging fraud, negligent  misrepresentation,  unjust enrichment,  and breach of
written  contract.  Mr.  Roderick  seeks  damages in an amount  proven at trial,
punitive  damages  in an amount  proven at trial,  costs of suit  incurred,  and
attorney's  fees.  Due to the  preliminary  status  of  the  lawsuit,  it is not
possible to evaluate the  likelihood of an  unfavorable  outcome or estimate the
extent of potential loss.


AVID'S 2000 STOCK INCENTIVE PLAN

     On January 17, 2000,  Avid  adopted its 2000 Stock  Incentive  Plan,  under
which  the  Company's  key  employees,  consultants,   independent  contractors,
officers and directors are eligible to receive grants of stock or stock options.
It is  presently  administered  by  the  Board  of  Directors.  Subject  to  the
provisions  of the  incentive  plan,  the Board of Directors  has full and final
authority to select the  individuals  to whom options will be granted,  to grant
the  options and  determine  the terms and  conditions  and the number of shares
issued pursuant thereto.

     The maximum  term of any option  granted  under the  incentive  plan is ten
years,  except that with respect to incentive  stock options granted to a person
possessing  more than ten percent of the total combined  voting power of all our
classes of stock,  the maximum term of such options is five years.  The exercise
price of incentive  stock options under the  incentive  plan is the  fair-market
value of the stock  underlying the options on the date of grant and, in the case
of an incentive stock option granted to a ten-percent shareholder,  the exercise
price  must be at least 110% of the  fair-market  value of our stock at the time
the option is granted.

                                       17
<PAGE>

     On January 17, 2000, Avid granted stock options as follows:

                               NO. OF
       NAME:                   SHARES:   EXERCISE PRICE: EXPIRATION:
       ------------------     ---------  --------------- ----------------
       Earl T. Ingarfield     200,000        $0.30       January 16, 2010
       Thomas Browning        200,000        $0.30       January 16, 2010
       Michael LaValliere     200,000        $0.30       January 16, 2010
       Steven Ponsler         200,000        $0.30       January 16, 2010
       Jeff Abrams            200,000        $0.30       January 16, 2010

     These options were granted in exchange for these individuals'  agreement to
personally  guaranty  certain  obligations  of Avid,  including  leases  for its
facilities.  Avid does not  believe  that it could have  obtained  these  leases
without the personal guarantees.  Subsequently,  in August, 2000, the options to
Messrs.  Ponsler and Abrams were  cancelled  when Avid's senior lender  required
payment of its loan  facility  to Avid and such  payment  was made solely by Mr.
LaValliere and Lido Capital Corporation.


RESTRICTED STOCK GRANT

     On January 17, 2000, Avid granted Barnum Mow, Chief  Executive  Officer and
President of Avid's wholly-owned subsidiary, 1.2 million shares of Avid's common
stock,  in part,  to provide an economic  incentive  to maximize  our  financial
results.  These shares were restricted shares; all shares were vested upon grant
and none were subject to any restrictions.  These shares were forfeited pursuant
to an amendment to Mr. Mow's employment agreement effective January 31, 2001.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL OWNERS

     As of June 30, 2003, other than (i) the persons identified in the following
table and (ii) the  directors  and  executive  officers  identified in the table
under  "Directors  and  Executive  Officers"  section  below,  no  person  owned
beneficially more than five percent (5%) of our common stock.

                                                        SHARES
                                                      BENEFICIALLY   PERCENT
NAME AND ADDRESS              TITLE OF CLASS            OWNED       OF CLASS(1)
---------------------------   --------------------    ------------  -----------
Lido Capital Corporation      Common Stock            16,756,017       11.33%

RCM Services, Inc.            Series A Convertible         2,000       21.28%
2326 Timbergreen Circle       Preferred Stock
Magnolia, Texas

Herman Tomer                  Series A Convertible         2,000       21.28%
No. 1 Country Club Lane       Preferred Stock
Freeport, Pennsylvania

Dick Anagost                  Series A Convertible           500        6.33%
33 South Commercial Street    Preferred Stock
Manchester, New Hampshire

-----------------------

(1)  Applicable percentage is based on 148,933,309 shares outstanding,  plus any
     securities  convertible or exchangeable into shares of common stock for the
     purpose of computing the percentage ownership of such person only.

                                       18
<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS OF AVID

     The  following  table  shows the amount of our capital  stock  beneficially
owned  by our  directors,  the  executive  officers  and by  all  directors  and
executive  officers as a group as of June 30, 2003. Unless otherwise  indicated,
beneficial  ownership  is direct and the person  indicated  has sole  voting and
investment power. As of June 30, 2003, we had 148,933,309 shares of common stock
outstanding.

                                                BENEFICIALLY    PERCENT OF
NAME AND ADDRESS                                OWNED SHARES     CLASS(1)
-----------------------------------------       --------------  ------------

Frank Jakovac                                      400,000(2)           *
834 Ridge Avenue
Pittsburgh, Pennsylvania  15212

Michelle Mathis                                        - 0 -         0.0%
834 Ridge Avenue
Pittsburgh, Pennsylvania  15212

All officers and directors as a group
  (2 persons)                                      400,000              *


-----------------------

*    Less than 1%.

(1)  Applicable percentage of ownership is based on 148,933,309 shares of common
     stock  outstanding,  together with applicable options for each shareholder.
     Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment power with respect to securities. Shares of common stock subject
     to options that are currently  exercisable or exercisable within 60 days of
     April 1, 2002 are deemed to be  beneficially  owned by the  person  holding
     such options for the purpose of computing  the  percentage  of ownership of
     such  person,  but are not  treated  as  outstanding  for  the  purpose  of
     computing the percentage ownership of any other person.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On June  18,  2002,  Avid  entered  into a  Merger  Agreement  with  United
Companies and Merger Co., a wholly-owned subsidiary of United Companies.

     Upon the  consummation  of the  merger,  Avid will be merged  with and into
Merger Co., as a result of which  Merger Co.  will be the  surviving  entity and
will assume all of Avid's assets and liabilities.

     On the  effective  date of the  Merger,  the  rights of  holders  of United
Companies and Avid securities will be affected as follows:

     (a)    Avid  common  shareholders  will  receive  one (1)  share of  United
Companies  common  stock in exchange  for fifty (50) shares of Avid common stock
owned; as a result, Avid common  shareholders' rights as Avid shareholders shall
terminate and shall be replaced by their  ownership of United  Companies  common
stock.  Holders  of Avid  common  stock  that  would be  entitled  to  receive a
fractional  share of United  Companies common stock pursuant to the merger shall
be rounded up to a whole share of United Companies common stock.

     (b)    Avid Series A  Convertible  Preferred  Stock will be converted  into
shares of United  Companies  common stock on the same basis as if such shares of
preferred stock had been converted into shares of Avid common stock prior to the
merger. Each shares of Avid Series A Convertible  Preferred Stock is convertible
into 20,000 shares of Avid common stock and will be converted into United common
stock in the same fifty (50) for one (1) ratio as if such  shares of Avid Series
A Convertible Preferred Stock had been converted into Avid common stock prior to
the merger.

                                       19
<PAGE>

     (c)    Options  outstanding  under the Avid 2000 Stock Incentive Plan shall
terminate effective as of the effective date of the merger.

     (d)    The holders of Avid common stock purchase  warrants which  represent
the right to purchase up to  2,424,714  shares of Avid common  stock at exercise
prices ranging from $0.01 to $1.50,  shall receive in exchange  therefore United
Companies  common stock purchase  warrants which represent the right to purchase
one (1) share of United Companies common stock in exchange for fifty (50) shares
of Avid common stock at an identical exercise price per share.

     (e)    All  securities  of  United  Companies   outstanding  prior  to  the
effective time of the merger shall remain  outstanding  after the effective time
of the merger.

     As a result of the  merger,  Avid will be merged  with and into  Merger Co.
Merger Co. will be the  surviving  corporation  of the  merger,  and all rights,
powers,  duties and  obligations of Avid prior to the merger shall be assumed by
Merger Co. after the merger  Avid's  creditors  prior to the merger shall become
creditors of Merger Co. after the merger. Merger Co. is a corporation, which was
formed for the purpose of the merger and has engaged in no substantial  business
operations.

     Mr. Frank Jakovac,  the Chief Executive  Officer and a Director of Avid, is
the Chief Executive  Officer,  President,  sole Director and sole shareholder of
United Companies.


ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

         (a)   EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO.         DESCRIPTION                                 LOCATION
-------     -----------                                 --------
<S>         <C>                                         <C>
   2.01     Stock Purchase and Sale Agreement dated     Incorporated by reference to Exhibit 2.01 to
            as of December 18, 1998 among Avid, Avid    the Registrant's Registration Statement on
            Sportswear, Inc. and the shareholders of    Form 10-SB (the "Registration Statement")
            Avid Sportswear, Inc.

   3.01     Articles of Incorporation filed on          Incorporated by reference to Exhibit 3.01 to
            September 19, 1997 with the Nevada          the Registration Statement
            Secretary of State

   3.02     Amended Articles of Incorporation filed     Incorporated by reference to Exhibit 3.02 to
            on May 12, 1999 with the Nevada Secretary   the Registration Statement
            of State

   3.03     Certificate of Amendment to Articles of     Incorporated by reference to Exhibit 3.03 to
            Incorporation filed on May 27, 1999 with    the Registration Statement
            the Nevada Secretary of State

   3.04     Amended Articles of Incorporation filed     Incorporated by reference to Exhibit 3.04 to
            on December 29, 2000 with the Nevada        the Registration Statement
            Secretary of State

   3.05     Bylaws                                      Incorporated by reference to Exhibit 3.04 to
                                                        the Registration Statement

   4.01     2000 Stock Incentive Plan                   Incorporated by reference to Exhibit 4.01 to
                                                        Amendment No. 2 to the Registration
                                                        Statement

  10.01     Agreement dated as of December 8, 1998      Incorporated by reference to Exhibit 10.01
            between the Championship Committee          to the Registration Statement
            Merchandising Limited and Avid Sportswear
            Inc.

  10.02     Lease dated as of March 1, 1999 between F   Incorporated by reference to Exhibit 10.02
            & B Industrial Investments, LLC and Avid    to the Registration Statement
            Sportswear, Inc.

  10.03     Lease dated as of April 30, 1999 between    Incorporated by reference to Exhibit 10.03
            Links Associates, Ltd. and Avid             to the Registration Statement
</TABLE>
                                                  20
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO.         DESCRIPTION                                 LOCATION
-------     -----------                                 --------
<S>         <C>                                         <C>
  10.04     Employment Agreement dated as of            Incorporated by reference to Exhibit 10.04
            September 11, 1999 between Barnum           to the Registration Statement
            Mow and Avid Sportswear, Inc.

  10.05     Trademark License Agreement dated as of     Incorporated by reference to Exhibit 10.05
            May 10, 1999 between Levi Strauss & Co.     to Amendment No. 2 to the Registration
            and Avid Sportswear, Inc.                   Statement

  10.06     Employment Agreement dated as of January    Incorporated by reference to Exhibit 10.06
            1, 1999 between David E. Roderick and       to the Registration Statement
            Avid Sportswear, Inc.

  10.07     Promissory Note in the original principal   Incorporated by reference to Exhibit 10.07
            amount of $180,000 dated as of June 4,      to the Registration Statement
            1999 from Avid to First State Bank

  10.08     Commercial Security Agreement dated as of   Incorporated by reference to Exhibit 10.08
            November 17, 1999 between First State       to the Registration Statement
            Bank and Avid

  10.09     Promissory Note dated as of November 17,    Incorporated by reference to Exhibit 10.09
            1999 in the original principal amount of    to the Registration Statement
            $1,000,000 given by Avid to First State
            Bank

  10.10     Business Loan Agreement dated as of         Incorporated by reference to Exhibit 10.10
            November 17, 1999 between First State       to the Registration Statement
            Bank and Avid

  10.11     Convertible Revolving Demand Note dated     Incorporated by reference to Exhibit 10.11
            as of December 1, 1999 in the original      to Amendment No. 2 to the Registration
            principal amount of $550,000 given by       Statement
            Avid to Earl Ingarfield

  10.12     Convertible Revolving Demand Note dated     Incorporated by reference to Exhibit 10.12
            as of December 1, 1999 in the original      to Amendment No. 2 to the Registration
            principal amount of $1,000,000 given by     Statement
            Avid to Lido Capital Corporation

  10.13     Convertible Revolving Demand Note dated     Incorporated by reference to Exhibit 10.13
            as of December 1, 1999 in the original      to Amendment No. 2 to the Registration
            principal amount of $125,000 given by       Statement
            Avid to Michael E. LaValliere

  10.14     Convertible Revolving Demand Note dated     Incorporated by reference to Exhibit 10.14
            as of December 1, 1999 in the original      to Amendment No. 2 to the Registration
            principal amount of $500,000 given by       Statement
            Avid to Thomas Browning

  10.15     Promissory Note dated as of December 23,    Incorporated by reference to Exhibit 10.15
            1999 in the original principal amount of    to Amendment No. 2 to the Registration
            $200,000 given by Avid to Daniel Paetz      Statement

  10.16     Executive Employment Agreement effective    Incorporated by reference to Exhibit 10.16
            as of February 1, 2000 between Avid and     to Amendment No. 2 to the Registration
            Earl T. Ingarfield                          Statement

  10.17     Consulting Agreement dated as of June 22,   Incorporated by reference to Exhibit 10.17
            2000 between Persia Consulting Group,       to the Registrant's Registration Statement
            Inc. and Avid                               on Form SB-2

  10.18     Form of Factoring Agreement between Avid    Incorporated by reference to Exhibit 10.18
            and GE Capital Commercial Services, Inc.    to the Registrant's Quarterly Report on Form
                                                        10-QSB for the quarterly period ended
                                                        September 30, 2000

  10.19     Form of Factoring Agreement                 Incorporated by reference to Exhibit 10.19
            Guaranty/Letter of Credit Supplement        to the Registrant's Quarterly Report on Form
            between Avid and GE Capital Commercial      10-QSB for the quarterly period ended
            Services, Inc.                              September 30, 2000
</TABLE>
                                                  21
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO.         DESCRIPTION                                 LOCATION
-------     -----------                                 --------
<S>         <C>                                         <C>
  10.20     Form of Factoring Agreement - Inventory     Incorporated by reference to Exhibit 10.20
            Supplement (with advances) between Avid     to the Registrant's Quarterly Report on Form
            and GE Capital Commercial Services, Inc.    10-QSB for the quarterly period ended
                                                        September 30, 2000

  10.21     Form of Letter of Agreement between Avid    Incorporated by reference to Exhibit 10.21
            and GE Capital Commercial Services, Inc.    to the Registrant's Quarterly Report on Form
                                                        10-QSB for the quarterly period ended
                                                        September 30, 2000

  10.22     Form of Convertible Debenture               Incorporated by reference to Exhibit 10.22
                                                        to the Registrant's Quarterly Report on Form
                                                        10-QSB for the quarterly period ended
                                                        September 30, 2000

  10.23     Form of Registration Rights Agreement       Incorporated by reference to Exhibit 10.23
            between Avid and purchasers of              to the Registrant's Quarterly Report on Form
            convertible debentures                      10-QSB for the quarterly period ended
                                                        September 30, 2000

  10.24     Line of Credit Agreement dated as of        Incorporated by reference to Appendix "A" to
            November 28, 2000 between Avid and GMF      the Registrant's Proxy Statement (the "Proxy
            Holdings, Inc.                              Statement")

  10.25     Form of Debenture dated as of               Incorporated by reference to Appendix "B" to
            November 28, 2000 given by Avid             the Registrant's Proxy Statement

  10.26     Registration Rights Agreement dated as of   Incorporated by reference to Appendix "C" to
            November 28, 2000 between Avid and GMF      the Registrant's Proxy Statement
            Holdings, Inc.

  10.27     Form of Warrant dated as of November 28,    Incorporated by reference to Appendix "D" to
            2000 given by Avid                          the Registrant's Proxy Statement

  10.28     Registration Rights Agreement dated as of   Incorporated by reference to Appendix "E" to
            November 28, 2000 between Avid and the      the Registrant's Proxy Statement
            May Davis Group, Inc.

  10.29     Placement Agent Agreement as of             Incorporated by reference to Appendix "F" to
            November 28, 2000 between Avid and the      the Registrant's Proxy Statement
            May Davis Group, Inc.

  10.30     Escrow Agreement dated as of November 28,   Incorporated by reference to Appendix "G" to
            2000 among Avid, the May Davis Group,       the Registrant's Proxy Statement
            Inc. and First Union National Bank

  10.31     Amendment to Employment Agreement           Incorporated by reference to Exhibit 10.31
            effective January 31, 2001 between Avid     to the Registrant's Form 10-QSB filed on
            and Barnum Mow                              November 17, 2001

  10.32     Forebearance Agreement as of February 16,   Incorporated by reference to Exhibit 10.32
            2001 between Avid and GE Capital            to the Registrant's Form 10-QSB filed on
            Commercial Services, Inc.                   November 17, 2001

  10.33     Employment Agreement dated as of June 25,   Incorporated by reference to Exhibit 10.33
            2001 between Frank Jakovac and Avid         to the Registrant's Form 10-QSB filed on
            Sportswear & Golf Group.                    September 21, 2001

  10.34     Employment Agreement dated as of June 25,   Incorporated by reference to Exhibit 10.34
            2001 between James Handlon and Avid         to the Registrant's Form 10-QSB filed on
            Sportswear & Golf Group.                    September 21, 2001

  10.35     Employment Agreement dated as of June 25,   Incorporated by reference to Exhibit 10.35
            2001 between Michelle Mathis and Avid       to the Registrant's Form 10-QSB filed on
            Sportswear & Golf Group.                    September 21, 2001

  10.36     Agreement dated May 18, 2002 between        Incorporated by reference to Exhibit 10.36
            United Companies Corporation and View       to the Registrant's Form S-4 filed on June
            Systems/Milestone Technology, Inc.          24, 2002
</TABLE>
                                                  22
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO.         DESCRIPTION                                 LOCATION
-------     -----------                                 --------
<S>         <C>                                         <C>
  21.01     Subsidiaries of Avid                        Incorporated by reference to Exhibit 21.01
                                                        to the Registration Statement

  23.01     Consent of Independent Accountants          Not Applicable

  23.02     Opinion of Counsel                          Not Applicable

  24.01     Power of Attorney                           Not Applicable

  27.01     Financial Data Schedule                     Not Applicable
</TABLE>
                                                  23
<PAGE>

                                   SIGNATURES

In accordance  with the  requirements  of Sections 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.  Date: July 10, 2003


                                       AVID SPORTSWEAR & GOLF CORP.


                                       By:   /s/ Frank Jakovac
                                          ------------------------------
                                             Frank Jakovac
                                             President and
                                             Chief Executive Officer


     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                    TITLE                             DATE

/s/ Frank Jakovac            President, Chief Executive        July 10, 2003
--------------------         Officer and Director
Frank Jakovac


/s/ Michelle Mathis          Director                          July 10, 2003
--------------------
Michelle Mathis

                                       24
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302

     I, Frank Jakovac, certify that:

     1. I have reviewed  this Annual Report on Form 10-KSB of Avid  Sportswear &
Golf Corp.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: July 14, 2003                         By:   /S/ FRANK JAKOVAC
                                                 -----------------------------
                                                 President and Acting Chief
                                                 Financial Officer

                                      A-1
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the Annual Report of Avid  Sportswear & Golf Corp. (the
"Company")  on Form 10-KSB for the period ended  December 31, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.


                                           /S/ FRANK JAKOVAC
                                           --------------------------------
                                           Frank Jakovac
                                           President and Acting Chief Financial
                                           Officer

                                      B-1