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

                                   FORM 10-QSB
(MARK ONE)

         [X]  Quarterly Report Pursuant to Section 13 or 15(d) of Securities
              Exchange Act of 1934

                  For the quarterly period ended JUNE 30, 2003

         [ ]  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

                          UNITED COMPANIES CORPORATION
                 (Name of Small Business Issuer in Its Charter)


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

834 Ridge Avenue, Pittsburgh, Pennsylvania                   15212
------------------------------------------                   -----
(Address of Principal Executive Offices)                    (Zip Code)

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

                          AVID SPORTSWEAR & GOLF CORP.
                                  (Former Name)


     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]

     There were  4,983,666  shares of common stock  outstanding as of August 14,
2003.  This number does not include  outstanding  options to purchase  shares of
common stock of the issuer.

                                       1
<PAGE>

                                     PART I


ITEM 1. FINANCIAL STATEMENTS


FINANCIAL INFORMATION

                                       2
<PAGE>

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

                        CONSOLIDATED FINANCIAL STATEMENTS

                       JUNE 30, 2003 AND DECEMBER 31, 2002

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                     AVID SPORTSWEAR & GOLF CORP.
                                     (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED BALANCE SHEETS

                                                ASSETS
                                                ------

                                                                               June 30,    December 31,
                                                                                 2003         2002
                                                                              ----------   -----------
                                                                              (Unaudited)
<S>                                                                           <C>          <C>
CURRENT ASSETS
  Cash                                                                        $       -    $    7,158
                                                                              ----------   -----------

   Total Current Assets                                                               -         7,158
                                                                              ----------   -----------

OTHER ASSETS
  Trademarks                                                                      2,902         2,902
                                                                              ----------   -----------

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

   TOTAL ASSETS                                                               $   2,902    $   10,060
                                                                              ==========   ===========

                            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                            ----------------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                         $  4,188,229   $ 4,163,337
  Accrued liabilities                                                           228,233       200,157
  Notes payable                                                                 561,525       561,525
  Capital leases - current portion                                              131,629       131,629
                                                                           -------------   -----------

   Total Current Liabilities                                                  5,109,616     5,056,648
                                                                           -------------   -----------

   Total Liabilities                                                          5,109,616     5,056,648
                                                                           -------------   -----------

  Preferred stock; $0.001 par value: 10,000,000 shares  authorized;
   5,000 shares issued and outstanding                                           20,000        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       147,933
  Additional paid-in capital                                                 16,760,589    16,760,589
  Accumulated deficit prior to the development stage                       (20,412,928)   (20,412,928)
  Accumulated deficit during the development stage                          (1,622,308)    (1,562,182)
                                                                           -------------   -----------

   Total Stockholders' Equity (Deficit)                                     (5,126,714)    (5,066,588)
                                                                           -------------   -----------

   TOTAL LIABILITIES, PREFERRED STOCK
     AND  STOCKHOLDERS' EQUITY (DEFICIT)                                   $      2,902    $   10,060
                                                                           =============   ===========


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

                                                  4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                     AVID SPORTSWEAR & GOLF CORP.
                                     (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (UNAUDITED)

                                                                                                From Inception of
                                                                                                 the Development
                                                                                                      Stage
                                         For the                             For the              on January 1,
                                   Three Months Ended                    Six Months Ended             2000
                                         June 30,                           June 30,                 through
                               -----------------------------     -----------------------------       June 30,
                                   2003             2002             2003             2002             2003
                               ------------     ------------     ------------     ------------     -----------
<S>                            <C>              <C>              <C>              <C>              <C>
REVENUES                       $          -     $          -     $          -     $          -     $         -

EXPENSES
  Bad debt                                -          960,187                -          960,187         960,187
  General and administrative          5,993          193,538           32,050          408,065         589,975
                               -------------    -------------    -------------    -------------    ------------

   Total Expenses                     5,993        1,153,725           32,050        1,368,252       1,550,162
                               -------------    -------------    -------------    -------------    ------------

LOSS FROM OPERATIONS                 (5,993)      (1,153,725)         (32,050)      (1,368,252)     (1,550,162)
                               -------------    -------------    -------------    -------------    ------------

OTHER (EXPENSE) INCOME
  Other Income                            -              546                -            1,873           1,949
  Gain on settlement of debt              -           32,388                -           32,388          33,708
  Interest expense                  (14,038)         (13,938)         (28,076)         (28,076)        (87,803)
                               -------------    -------------    -------------    -------------    ------------

   Total Other (Expense)
   Income                           (14,038)          18,996          (28,076)           6,185         (52,146)
                               -------------    -------------    -------------    -------------    ------------

NET LOSS                            (20,031)      (1,134,729)         (60,126)      (1,362,067)     (1,602,308)
                               -------------    -------------    -------------    -------------    ------------

ACCRETION OF BENEFICIAL                   -                -                -                -         (20,000)
  CONVERSION FEATURE ON        -------------    -------------    -------------    -------------    ------------
  PREFERRED STOCK

NET LOSS ATTRIBUTABLE TO       $    (20,031)    $ (1,134,729)    $    (60,126)    $ (1,362,067)    $(1,622,308)
  COMMON SHAREHOLDERS          =============    =============    =============    =============    ============

BASIC LOSS PER SHARE           $      (0.00)    $      (0.01)    $      (0.00)    $      (0.01)
                               =============    =============    =============    =============

WEIGHTED AVERAGE NUMBER OF      147,933,309      147,933,309      147,933,309      147,933,309
  SHARES                       =============    =============    =============    =============



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

                                                  5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                     AVID SPORTSWEAR & GOLF CORP.
                                     (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                 Preferred Stock          Common Stock        Additional
                               -------------------  -----------------------     Paid-in     Accumulated
                               Shares      Amount     Shares        Amount      Capital       Deficit
                               ------     --------  -----------   ---------  ------------  ------------
<S>                            <C>        <C>       <C>           <C>        <C>           <C>
Balance at January 1,
  2002                              -     $      -  147,933,309   $ 147,933  $ 16,740,589  $(20,412,928)

May 30, 2002, preferred
  stock issued for cash
  at $4.00 per share            5,000       20,000            -           -        20,000             -

Accretion of beneficial
  conversion feature of
  preferred stock 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)

Net loss for the six
  months ended June 30,
  2003 (unaudited)                  -            -            -           -             -       (60,126)
                               ------     --------  -----------   ---------  ------------ --------------

Balance, June 30, 2003
  (unaudited)                   5,000     $ 20,000  147,933,309   $ 147,933  $ 16,760,589  $(22,035,236)
                               =======    ========= ============  ========== ============= =============

Accumulated deficit
  incurred prior to the
  development stage                                                                        $(20,412,928)
Accumulated deficit
  incurred during the
  development stage                                                                        $ (1,622,308)
                                                                                           -------------

Total Accumulated
  Deficit                                                                                  $(22,035,236)
                                                                                           =============

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

                                                  6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     AVID SPORTSWEAR & GOLF CORP.
                                     (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)


                                                                                        From Inception
                                                                                            of the
                                                                                         Development
                                                                                            Stage
                                                                      For the            on January 1,
                                                                 Six Months Ended           2002
                                                                     June 30,              through
                                                             -------------------------     June 30,
                                                                 2003         2002           2003
                                                             ----------   ------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                          <C>          <C>            <C>
  Net (loss)                                                 $ (60,126)   $ (1,362,067)  $ (1,602,308)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
   Bad debt                                                          -         960,187        960,187
   Gain on settlement of debt                                        -               -        (33,708)
   Income on equity warrant liability                                -               -         (1,948)
  Changes in operating assets and liabilities accounts:
   Increase (decrease) in accounts payable and accrued
     liabilities                                                24,892         (10,001)       110,714
   Increase (decrease) in other current liabilities             28,076         (61,264)        33,629
                                                             ----------   -------------  -------------

     Net Cash Used in Operating Activities                      (7,158)       (473,145)      (533,434)
                                                             ----------   -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from notes receivable                                     -         275,000        300,000
                                                             ----------   -------------  -------------
   Net Cash Provided (Used) in Investing Activities                  -         275,000        300,000
                                                             ----------   -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of preferred stock                              -          20,000         20,000
                                                             ----------   -------------  -------------
   Net Cash Provided by Financing Activities                         -          20,000         20,000
                                                             ----------   -------------  -------------

NET INCREASE (DECREASE) IN CASH                                 (7,158)       (178,145)      (213,434)
                                                             ----------   -------------  -------------

CASH AT BEGINNING OF PERIOD                                      7,158         213,434        213,434
                                                             ----------   -------------  -------------

CASH AT END OF PERIOD                                        $       -    $     35,289   $          -
                                                             =========    ============   ============

CASH PAID FOR:
  Interest                                                   $       -    $          -   $          -
  Income tax                                                 $       -    $          -   $          -


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

                                                   7
</TABLE>

<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2003 AND DECEMBER 31, 2002

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying  consolidated  financial  statements have been prepared by the
Company  without audit.  In the opinion of management,  all  adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
consolidated  financial  position,  results of operations and cash flows at June
30, 2003, and 2002, and for all periods presented have been made.

Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and notes  thereto  included in the  Company's  December  31,  2002,
audited consolidated financial statements. The results of operations for the six
months ended June 30, 2003,  are not  necessarily  indicative  of the  operating
results for the year ended December 31, 2003.

NOTE 2 - GOING CONCERN

The Company's  consolidated  financial  statements are prepared using accounting
principles  generally  accepted in the United States of America  applicable to a
going concern,  which  contemplates the realization of assets and liquidation of
liabilities  in the  normal  course  of  business.  The  Company  has  generated
significant losses from operations,  and had negative working capital as of June
30, 2003.  Additionally,  the Company reentered the development stage on January
1, 2002, as all operations were discontinued as of November 30, 2001.

On August 8, 2003, the Company executed a merger agreement with United Companies
Corporation  (Note  5).  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 for future activities.

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.

                                       8
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2003 AND DECEMBER 31, 2002

NOTE 3 - 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 4 - DILUTIVE INSTRUMENTS

a.   Stock Options

A Summary of the  Company's  outstanding  stock  options  and  weighted  average
assumptions used for grants as of June 30, 2003 is presented below:

<TABLE>
<CAPTION>
                        Date of     Vesting         Exercise      Exercise      Trading    Amount
Description             Grant       Requirements     Number         Price        Price     Exercised
--------------------    --------    ------------    ---------     ---------     -------    ---------
<S>                     <C>         <C>               <C>            <C>          <C>       <C>
1) D. Aganost           08/09/00    Immediate         200,000        $0.35        $0.38         -
2) D. Blakely
                        08/09/00    Immediate         100,000        $0.35        $0.38         -
                                                      -------                               -----
                                                      300,000                                   -
                                                      =======                               =====
</TABLE>

<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>
1) D. Aganost              08/09/10     6.79%            5        182.83%       $  -        72,506
2) D. Blakely              08/09/10     6.79%            5        182.83%       $  -        36,253
                                                                                          --------

                                                                                          $108,759
                                                                                          ========
</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.

                                       9
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2003 AND DECEMBER 31, 2002

NOTE 4 - DILUTIVE INSTRUMENTS (Continued)

b.   Unqualified Stock Options (Continued)

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 June 30, 2003 is presented below:

<TABLE>
<CAPTION>
                        Date of       Vesting       Exercise      Exercise      Trading    Amount
Description               Grant     Requirements     Number         Price        Price     Exercised
---------------------   --------    ------------    ----------    ---------     --------   ---------
<S>                     <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>

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

                                                                                               $330,057
                                                                                               ========
                                                 10
</TABLE>

<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2003 AND DECEMBER 31, 2002

NOTE 5 - SUBSEQUENT EVENT

On February 20, 2003, the  shareholders  of Avid  Sportswear & Golf  Corporation
voted upon, and approved a merger  agreement by and among Avid Sportswear & Golf
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. became the surviving entity and
assumed all of Avid's  assets and  liabilities.  At the time of the Merger,  all
shares of Avid common stock were  automatically  converted into shares of United
common  stock  on a fifty  for  one  basis.  In  addition,  all  shares  of Avid
convertible  preferred  stock were also  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.  (Each  share of Avid
convertible  preferred  stock was  converted  into 20,000  shares of Avid common
stock,  which were then converted into United common stock at the same fifty for
one ratio.)

The merger agreement also required that all options  outstanding  under the Avid
2000 Stock Incentive Plan  terminated  effective as of the effective date of the
Merger.  All holders of Avid common stock  purchase  warrants,  received  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.

Although the merger has been  approved,  as of February 20, 2003, the merger was
actually  consummated  on August 8,  2003.  These  financial  statements  do not
include any adjustments that may be required upon execution of the agreement.

                                       11
<PAGE>

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS

INTRODUCTORY STATEMENTS

     FORWARD-LOOKING  STATEMENTS  AND  ASSOCIATED  RISKS.  THIS FILING  CONTAINS
FORWARD-LOOKING STATEMENTS,  INCLUDING STATEMENTS REGARDING, AMONG OTHER THINGS,
(a) OUR COMPANY'S  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.  IN ADDITION,  WHEN USED IN THIS FILING,
THE WORDS "BELIEVES," "ANTICIPATES," "INTENDS," "IN ANTICIPATION OF," "EXPECTS,"
AND SIMILAR  WORDS ARE INTENDED TO IDENTIFY  FORWARD-LOOKING  STATEMENTS.  THESE
FORWARD-LOOKING  STATEMENTS ARE BASED LARGELY ON OUR COMPANY'S  EXPECTATIONS AND
ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND OUR
COMPANY'S   CONTROL.   ACTUAL  RESULTS  COULD  DIFFER   MATERIALLY   FROM  THESE
FORWARD-LOOKING  STATEMENTS  AS A RESULT OF CHANGES IN TRENDS IN THE ECONOMY AND
OUR  COMPANY'S  INDUSTRY,  DEMAND  FOR  OUR  COMPANY'S  PRODUCTS,   COMPETITION,
REDUCTIONS IN THE AVAILABILITY OF FINANCING AND OTHER FACTORS. 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.

OVERVIEW

     Currently,  the Company 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.  On
August 8, 2003, the merger was consummated and the Articles of Merger were filed
with the Nevada  Secretary  of State.  On the filing of the  Articles of Merger,
Merger Co.  became the  surviving  entity and assumed  all of Avid's  assets and
liabilities.  In addition,  at that time, the outstanding  shares of Avid common
stock were 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

                                       12
<PAGE>

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
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.  Effective  December 31, 2002, Mr. Handlon resigned as a director of Avid.
Ms. Mathis continues to remain as a director of Avid.

FINANCIAL PERFORMANCE

     The Company has  historically  lost money.  For the six-month  period ended
June 30, 2003,  Avid sustained  losses of $60,126.  For the years ended December
31, 2002 and 2001,  Avid  sustained  losses of $1.5  million  and $6.2  million,
respectively.  The  Company's  independent  auditors have noted that the Company
does not have  significant  cash or other material assets to cover its operating
costs  and to  continue  as a  going  concern.  Accordingly,  the  Company  will
experience  significant  liquidity  and cash flow  problems if it is not able to
raise additional capital as needed and on acceptable terms.

PLAN OF OPERATIONS

     Currently,  the Company 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.  On August 8,
2003, the merger was  successfully  consummated  and the Articles of Merger were
filed with the Nevada  Secretary  of State.  On the  filing of the  Articles  of
Merger,  Merger Co. became the surviving entity and assumed all of Avid's assets
and  liabilities.  In addition,  at that time, the outstanding  shares of Avid's
common stock were 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 June 30, 2003, the Company had no
cash-on-hand.  The  Company 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.  The Company
will need to raise  additional funds to execute any new business  strategy.  The
Company's current liabilities exceeded its current assets as of June 30, 2003.

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

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

     CHANGES IN NUMBER OF EMPLOYEES. The Company currently has one (1) employee.
The Company does not anticipate hiring additional  personnel until it executes a
new business strategy.

                                       13
<PAGE>

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

THREE-MONTH PERIODS ENDED JUNE 30, 2003

     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  three-month  periods ended June 30, 2003
and 2002, respectively,  included three months of operations of our wholly-owned
subsidiary, Avid Sportswear, Inc.

     SALES, NET. We had no sales, net in the three-month  periods ended June 30,
2003 and 2002,  respectively.  Our lack of sales was attributable to our Company
ceasing all operations  relating to the manufacture and sale of golf apparel and
related products.

     EXPENSES.  Expenses  decreased  $1,147,732,  or 99.5%,  from  $1,153,725 to
$5,993 in the  three-month  period  ended June 30,  2003,  compared  to the same
period in the prior year.  The  decrease  consisted of a decrease in general and
administrative  expenses of $187,545,  which was primarily  attributable  to the
lack of  operations  and a bad debt  expense of  $960,187  in 2002 which did not
occur in 2003.

     INTEREST  EXPENSE.  Interest expense was $14,038 in the three-month  period
ended June 30, 2003,  which increased by $100 compared to the same period in the
prior year.

     NET LOSS.  Net loss  decreased  $1,114,698,  or 98.2%,  from  $1,134,729 to
$20,031 in the  three-month  period  ended June 30,  2003,  compared to the same
period in the prior  year.  This  decrease  was  primarily  attributable  to the
Company having only limited  operations during the three-month period ended June
30, 2003.

SIX MONTH PERIODS ENDED JUNE 30, 2003

     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 six-month periods ended June 30, 2003 and
2002,  respectively,  included  three months of operations  of our  wholly-owned
subsidiary, Avid Sportswear, Inc.

     SALES,  NET. We has no sales,  net in the six-month  periods ended June 30,
2003 and 2002,  respectively.  Our lack of sales was attributable to our Company
ceasing all operations  relating to the manufacture and sale of golf apparel and
related products.

     EXPENSE. Expenses decreased $1,336,202 or 97.7%, from $1,368,252 to $32,050
in the six-month period ended June 30, 2003,  compared to the same period in the
prior  year.  The  decrease  consisted  of a decrease  in bad debt  expenses  of
$960,187 and a decrease in general and administrative expenses of $376,015 which
was primarily  attributable  to the lack of operations  during the period except
for the completion of the merger  transaction  among Avid,  United Companies and
Merger  Co.  and  the  filing  of the  related  Form  S-4  Proxy  Statement  and
Registration Statement.

     INTEREST  EXPENSE.  Interest  expense was $28,076 in the  six-month  period
ended June 30,  2003,  which did not change  compared  to the same period in the
prior year.

     NET LOSS.  Net loss  decreased  $1,301,941,  or 95.6%,  from  $1,362,067 to
$60,126 in the six-month period ended June 30, 2003, compared to the same period
in the prior year.  This  decrease  was  primarily  attributable  to the Company
having only limited operations during the six-month period ended June 30, 2003.

     LIQUIDITY  AND  CAPITAL  RESOURCES.   As  of  June  30,  2003,  we  had  no
cash-on-hand  and  our  current  liabilities  exceeded  our  current  assets.  A
discussion of how we generated and used cash in the six-month  period ended June
30, 2003 follows:

                                       14
<PAGE>

     OPERATING  ACTIVITIES.  Our operating activities used $7,158 in cash during
the six-month  period ended June 30, 2003.  Our operating  activities  consisted
mainly of a net loss of $60,126,  which was  partially  offset by an increase in
accounts  payable of $24,892  and an increase in other  current  liabilities  of
$28,076.

     INVESTING  ACTIVITIES.  We had no investing activities during the six-month
period ended June 30, 2003.

     FINANCING  ACTIVITIES.  We had no financing activities during the six-month
period ended June 30, 2003.  We will need to rely on external  financing to fund
our operations for the foreseeable future.

     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

     The Company's  management believes that the Company issued shares of common
stock  without  legends  restricting  the resale of such shares.  The  Company's
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. The Company may be liable for  rescission  and other  damages with
respect to these sales.

     The Company's 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.

     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

                                       15

<PAGE>

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.

CERTAIN BUSINESS RISKS

     The  Company  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 the Company's common stock. These are
not the only risks and  uncertainties  that the Company  faces.  If any of these
risks  or  uncertainties  actually  occur,  the  Company's  business,  financial
condition or operating  results could be materially  harmed.  In that case,  the
trading price of the Company'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.  The Company  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.

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

     The Company has historically lost money. In the six-month period ended June
30, 2003, the Company  sustained losses of $60,126.  In the years ended December
31, 2002 and December 31, 2001, The Company sustained losses of $1.5 million and
$6.2 million,  respectively. The Company currently does not have any operations.
Future losses are likely to occur. The Company'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 the Company does not have
significant  cash or other material  assets to cover its operating  costs and to
allow it to  continue  as a going  concern.  The  Company's  ability  to  obtain
additional  funding will  determine its ability to continue as a going  concern.
The Company's  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

     As of June 30, 2003, its current  liabilities  exceeded its current assets.
The Company had a working  capital deficit of $5.1 million at June 30, 2003. The
Company  had an  accumulated  deficit  of $22.0  million at June 30,  2003.  The
Company  currently does not have any  operations.  The Company  currently has no
cash-on-hand. Accordingly, the Company 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 the  Company  will be
successful in reaching or maintaining profitable operations.

        THE COMPANY WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

     The  Company  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.  The  Company  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.  The Company  cannot
assure you that financing  whether from external sources or related parties will
be available if needed or on  favorable  terms.  In  management's  opinion,  the
Company will be unsuccessful in raising  additional capital without changing its
capital structure.

                                       16
<PAGE>

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

     The Company's  management believes that the Company issued shares of common
stock  without  legends  restricting  the  resale of such  shares.  The  Company
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.  The
Company may be liable for  rescission  and other  damages  with respect to these
sales.

     THE  COMPANY'S  COMMON  STOCK IS A "PENNY  STOCK" AND IS  CONSIDERED A VERY
     RISKY INVESTMENT

     The  Company's  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 the Company common stock by reducing the number
of potential  investors.  This may make it more  difficult  for investors in the
Company  common stock to resell shares to third parties or to otherwise  dispose
of them. This could cause the Company's stock price to decline.

     THE COMPANY'S  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

     The Company'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 the  Company's  common  stock  and  there can be no
assurance  that an active  trading  market for the  Company's  common stock will
develop. As a result, this could adversely affect shareholders'  ability to sell
the  Company's  common  stock in short time  periods,  or possibly  at all.  The
Company'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.

                                       17
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     Within the 90 days prior to the filing  date of this  report,  the  Company
carried out an  evaluation of the  effectiveness  of the design and operation of
its  disclosure  controls and  procedures  pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company's President and Chief Executive Officer. Based upon that evaluation,  he
concluded  that  disclosure  controls and procedures are effective in gathering,
analyzing and disclosing  information needed to satisfy the Company's disclosure
obligations under the Securities Exchange Act of 1934.

CHANGES IN INTERNAL CONTROLS

     There were no significant  changes in the Company's internal controls or in
other  factors that could  significantly  affect those  controls  since the most
recent evaluation of such controls.

                                       18
<PAGE>

                                     PART II


ITEM 1.  LEGAL PROCEEDINGS

     On January 7, 2003,  Michael  LaValliere,  a shareholder  of Avid,  filed a
Shareholder Derivative Suit against Avid's former president, Earl Ingarfield and
Avid. The complaint alleges that Earl Ingarfield  breached his fiduciary duty by
misappropriating,  misusing and wasting corporate assets of Avid. Mr. LaValliere
alleges that he named Avid a party to the  litigation in order to bind it to the
outcome of the case. Mr.  LaValliere  does not seek damages from Avid.  Avid did
not respond to the complaint and a default was entered  against Avid.  Avid does
not know when this matter will be resolved nor its likely outcome.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a), (b), (c) and (d)     None.

CONTINGENT LIABILITIES

     The Company's  management believes that the Company issued shares of common
stock  without  legends  restricting  the resale of such shares.  The  Company's
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. The Company may be liable for  rescission  and other  damages with
respect to these sales.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.

ITEM 5.  OTHER INFORMATION

     Not applicable.


ITEM 6.  EXHIBITS 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
                 as of December 18, 1998 among our          2.01 to the Registrant's Registration
                 company, Avid Sportswear, Inc. and the     Statement on Form 10-SB (the
                 shareholders of Avid Sportswear, Inc.      "Registration Statement")

2.02             Merger Agreement, dated June 18, 2002 by   Incorporated by reference to Exhibit
                 and among United Companies Corporation,    2.02 to Avid Sportswear & Golf Corp.'s
                 Merger Co., Inc. and Avid Sportswear &     Amendment No. 1 to Form S-4 filed June
                 Golf Corp.                                 24, 2002

2.03             Articles of Merger of Avid Sportswear &    Incorporated by reference to Exhibit
                 Golf Corp. with and into Merger Co., Inc.  2.03 to Avid Sportswear & Golf Corp.'s
                                                            Amendment No. 1 to Form S-4 filed June
                                                            24, 2002

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

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

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

                                                19
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.      DESCRIPTION                                LOCATION
-----------      ---------------------------------------    -------------------------------------
<S>              <C>                                        <C>
3.04             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
                 between the Championship Committee         10.01 to the Registration Statement
                 Merchandising Limited and Avid
                 Sportswear Inc.

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

10.03            Lease dated as of April 30, 1999 between   Incorporated by reference to Exhibit
                 Links Associates, Ltd. and our company     10.03 to the Registration Statement

10.04            Employment Agreement dated as of           Incorporated by reference to Exhibit
                 September 11, 1999 between Barnum Mow      10.04 to the Registration Statement
                 and Avid Sportswear, Inc.

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

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

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

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

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

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

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

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

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

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

                                                20
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.      DESCRIPTION                                LOCATION
-----------      ---------------------------------------    -------------------------------------
<S>              <C>                                        <C>
10.15            Revolving Demand Note dated as of          Incorporated by reference to Exhibit
                 December 1, 1999 in the original           10.15 to Amendment No. 2 to the
                 principal amount of $200,000 given by      Registration Statement
                 our company to Daniel Paetz

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

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

10.18            Form of Factoring Agreement between our    Incorporated by reference to Exhibit
                 company and GE Capital Commercial          10.18 to the Registrant's Form 10-QSB
                 Services, Inc.                             filed on November 17, 2001

10.19            Form of Factoring Agreement                Incorporated by reference to Exhibit
                 Guaranty/Letter of Credit Supplement       10.19 to the Registrant's Form 10-QSB
                 between our company and GE Capital         filed on November 17, 2001
                 Commercial Services, Inc.

10.20            Form of Factoring Agreement - Inventory    Incorporated by reference to Exhibit
                 Supplement (with advances) between our     10.20 to the Registrant's Form 10-QSB
                 company and GE Capital Commercial          filed on November 17, 2001
                 Services, Inc.

10.21            Form of Letter of Agreement between our    Incorporated by reference to Exhibit
                 company and GE Capital Commercial          10.21 to the Registrant's Form 10-QSB
                 Services, Inc.                             filed on November 17, 2001

10.22            Form of Convertible Debenture              Incorporated by reference to Exhibit
                                                            10.22 to the Registrant's Form 10-QSB
                                                            filed on November 17, 2001

10.23            Form of Registration Rights Agreement      Incorporated by reference to Exhibit
                 between our company and purchasers of      10.23 to the Registrant's Form 10-QSB
                 convertible debentures                     filed on November 17, 2001

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

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

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

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

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

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

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

                                                21
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.      DESCRIPTION                                LOCATION
-----------      ---------------------------------------    -------------------------------------
<S>              <C>                                        <C>
10.31            Amendment to Employment Agreement          Incorporated by reference to Exhibit
                 effective January 31, 20001 between our    10.31 to the Registrant's Form 10-QSB
                 company and Barnum Mow                     filed on November 17, 2001

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

10.33            Employment Agreement dated as of June      Incorporated by reference to Exhibit
                 25, 2001 between Frank Jakovac and our     10.33 to the Registrant's Form 10-QSB
                 company                                    filed on September 21, 2001

10.34            Employment Agreement dated as of June      Incorporated by reference to Exhibit
                 25, 2001 between James Handlon and our     10.34 to the Registrant's Form 10-QSB
                 company                                    filed on September 21, 2001

10.35            Employment Agreement dated as of June      Incorporated by reference to Exhibit
                 25, 2001 between Michelle Mathis and our   10.35 to the Registrant's Form 10-QSB
                 company                                    filed on September 21, 2001

10.36            Agreement dated May 18, 2002, between      Incorporated by reference to Exhibit
                 United Companies Corporation and View      10.36 to the Registrant's Amendment
                 Systems/Milestone Technology, Inc.         No. 1 to Form S-4 filed on June 24,
                                                            2002

20.01            Letter dated May 9, 2001 from Levi         Incorporated by reference to Exhibit
                 Strauss & Co.                              20.01 to the Registrant's Form 8-K
                                                            filed May 18, 2001

21.01            Subsidiaries of our company                Incorporated by reference to Exhibit
                                                            21.01 to the Registration Statement



     (b)  REPORTS ON FORM 8-K.

     None.

                                                22
</TABLE>

<PAGE>

                                   SIGNATURES

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


Date:   August 21, 2003                UNITED COMPANIES CORPORATION

                                       By: /S/ FRANK JAKOVAC
                                          --------------------------------------
                                            Frank Jakovac
                                            President, Chief Executive Officer
                                            and Principal Accounting Officer

                                       23
<PAGE>

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*


     I, Frank Jakovac certify that:

     1.   I have  reviewed  this form 10-QSB for the quarter ended June 30, 2003
of United Companies Corporation;

     2.   Based on my  knowledge,  this  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 report;

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

     4.   The small  business  issuer's  other  certifying  officer(s) and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined in  Exchange  Act Rules  13a-15(e)  and  15d-15  (e)) for the small
business issuer and have:

          (a)  Designed such disclosure controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

          (b)  Omitted;

          (c)  Evaluated  the  effectiveness  of  the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

          (d)  Disclosed  in  this  report  any  change  in the  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

     5.   The small  business  issuer's other  certifying  officer(s) and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

          (b)  Any fraud,  whether or not material,  that involves management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

                                       Date:   August 21, 2003
                                       By:     /S/ FRANK JAKOVAC
                                               ---------------------------------
                                       Name:   Frank Jakovac
                                       Title:  President and
                                               Chief Executive Officer

*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.

                                       24
<PAGE>

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*

     I, Frank Jakovac, certify that:

     1.   I have  reviewed  this form 10-QSB for the quarter ended June 30, 2003
of United Companies Corporation;

     2.   Based on my  knowledge,  this  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 report;

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

     4.   The small  business  issuer's  other  certifying  officer(s) and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined in  Exchange  Act Rules  13a-15(e)  and  15d-15  (e)) for the small
business issuer and have:

          (a)  Designed such disclosure controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

          (b)  Omitted;

          (c)  Evaluated  the  effectiveness  of  the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

          (d)  Disclosed  in  this  report  any  change  in the  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

     5.   The small  business  issuer's other  certifying  officer(s) and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

          (b)  Any fraud,  whether or not material,  that involves management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

                              Date:   August 21, 2003
                              By:     /S/ FRANK JAKOVAC
                                      ---------------------------------
                              Name:   Frank Jakovac
                              Title:  Chief Financial Officer

*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.

                                       25
<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 Quarterly  Report of United  Companies  Corporation
(the  "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned, in the capacities and on the date 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.


Date:   August 21 , 2003                 By: /S/ FRANK JAKOVAC
                                            ----------------------------
                                         Name:   Frank Jakovac
                                         Title:  President and
                                                 Chief Executive Officer


A signed  original of this written  statement  required by Section 906, or other
document  authentications,  acknowledging,  or otherwise  adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to  Kirkpatrick & Lockhart
LLP and will be retained by  Kirkpatrick  & Lockhart  LLP and  furnished  to the
Securities and Exchange Commission or its staff upon request.

                                       26
<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 Quarterly  Report of United  Companies  Corporation
(the  "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned, in the capacities and on the date 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.


Date:   August 21, 2003                        By: /S/ FRANK JAKOVAC
                                                 -------------------------------
                                                 Name:   Frank Jakovac
                                                 Title:  Chief Financial Officer

A signed  original of this written  statement  required by Section 906, or other
document  authentications,  acknowledging,  or otherwise  adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to  Kirkpatrick & Lockhart
LLP and will be retained by  Kirkpatrick  & Lockhart  LLP and  furnished  to the
Securities and Exchange Commission or its staff upon request.

                                       27