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 SEPTEMBER 30, 2004

             |_| 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            (I.R.S. Employer
        Incorporation or Organization)           Identification No.)


  940 N.W. 1ST STREET, FORT LAUDERDALE, FLORIDA         33311
  ---------------------------------------------         -----
      (Address of Principal Executive Offices)        (Zip Code)

                                 (954) 462-5570
                                 --------------
                (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 |X|    No |_|

      There were 114,126,575 shares of common stock outstanding as of November
1, 2004.


<PAGE>


ITEM 1. FINANCIAL STATEMENTS

FINANCIAL INFORMATION


<PAGE>

                          UNITED COMPANIES CORPORATION
                            CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                          <C>
Current assets
         Cash ............................................................   $    26,572
         Accounts receivable, net ........................................        38,664
         Inventory .......................................................       388,150
         Prepaid Expense and Other Current Assets ........................        45,089
                                                                             -----------
                   Total current assets ..................................       498,475
Fixed assets, net ........................................................        83,119
Other assets, net ........................................................        64,905
                                                                             -----------
Total assets .............................................................   $   646,499
                                                                             ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
         Accounts payable and accrued liabilities ........................   $   550,737
         Due to related parties ..........................................       712,893
         Customer deposits ...............................................        38,300
         Other liabilities ...............................................        45,665
         Loans payable - current portion .................................        14,330
                                                                             -----------
                   Total current liabilities .............................     1,361,925
Long-term liabilities
         Loans payable - long-term portion ...............................        43,960
         Convertible debenture ...........................................       375,000
                                                                             -----------
Total liabilities ........................................................     1,780,885
Commitments and contingencies ............................................            --
Stockholders' deficit
         Common stock; $0.001 par value; 250,000,000 shares authorized
           114,126,575 shares issued and outstanding .....................       114,127
         Additional paid-in capital ......................................       870,741
         Loan fees related to equity line of credit ......................      (290,000)
         Other receivable related to the issuance of common stock ........      (207,143)
         Accumulated deficit .............................................    (1,622,111)
                                                                             -----------
                   Total stockholders' deficit ...........................    (1,134,386)
                                                                             -----------
Total liabilities and stockholders' deficit ..............................   $   646,499
                                                                             ===========
</TABLE>

                 See Accompanying Notes to Financial Statements

<PAGE>

                          UNITED COMPANIES CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                           Three Months Ended September 30   Nine Months Ended September 30
                                           ----------------------------------------------------------------
                                                 2004            2003            2004              2003
                                            -------------    -------------   -------------    -------------
<S>                                         <C>              <C>             <C>              <C>
Revenues ................................   $   1,097,981    $     964,692   $   2,270,346    $   1,908,623
Cost of revenues ........................         666,981          610,970       1,543,344        1,420,325
                                            -------------    -------------   -------------    -------------
        Gross profit ....................         431,000          353,722         727,002          488,298
Operating expenses
       Research and development costs ...          14,837           14,250          45,006           42,643
    Selling, general and administrative .         250,084          217,090         802,713          482,874
                                            -------------    -------------   -------------    -------------
                Total operating expenses          264,921          231,340         847,719          525,517
                                            -------------    ------------    -------------    -------------
        Gain (loss) from operations .....         166,079          122,382        (120,717)         (37,219)
Other (income) expense
        Other (income) expense ..........          (5,062)              20          (4,677)          (1,158)
        Interest expense ................          79,059           25,392         406,402           56,209
                                            -------------    -------------   -------------    -------------
            Total other expenses ........          73,997           25,412         401,725           55,051
                                            -------------    -------------   -------------    -------------
Net income (loss) before provision for ..          92,082           96,970        (522,442)         (92,270)
income taxes
Provision for income taxes ..............              --               --              --               --
                                            -------------    -------------   -------------    -------------
Net income (loss) .......................   $      92,082    $      96,970   $    (522,442)   $     (92,270)
                                            =============    =============   =============    =============
Basic loss per common share .............   $        0.00    $        0.00   $       (0.00)   $       (0.00)
                                            =============    =============   =============    =============
Diluted loss per common share ...........   $        0.00    $        0.00   $       (0.00)   $       (0.00)
                                            =============    =============   =============    =============
Basic and diluted weighted average common
        shares outstanding ..............   $ 114,126,575    $  95,000,000   $ 108,150,739    $  95,000,000
                                            =============    =============   =============    =============

</TABLE>

                 See Accompanying Notes to Financial Statements

<PAGE>

                          UNITED COMPANIES CORPORATION
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFECIT

<TABLE>
<CAPTION>


                                                      Common Stock          Additional      Treasury
                                                      ------------
                                                  Shares       Amount    Paid-in Capital     Stock
                                               -----------   -----------   -----------    -----------
<S>                                            <C>          <C>           <C>            <C>
Balance, December 31, 2003 .................    95,000,000   $    95,000   $   270,846    $    (4,800)

Issuance of common stock for Acquisition
  of United Companies Corporation ..........    14,483,718        14,484      (238,807)            --

Cancellation of treasury stock .............            --            --        (4,800)         4,800
Net loss January 1 to March 31, 2003 .......            --            --            --             --
                                               -----------   -----------   -----------    -----------
Balance, March 31, 2004 (Unaudited) ........   109,483,718       109,484        27,239             --

Common stock issued for loan fees related to
   Standby Equity Distribution agreement ...     2,416,667         2,417       287,583             --

Common stock issued for other receivable ...     1,726,190         1,726       205,417             --

Common stock issued for services ...........       500,000           500         9,500             --

Beneficial conversion feature related to
   convertible debenture ...................            --            --       285,714             --



Net Loss April 1 to June 30, 2003 ..........            --            --            --             --
                                               -----------   -----------   -----------    -----------
Balance, June 30, 2004 (Unaudited) .........   114,126,575       114,127       815,453             --

Beneficial conversion feature related to
   convertible debenture ...................            --            --        55,288             --

Net Revenue July 1 to September 30, 2004 ...            --            --            --             --
                                               -----------   -----------   -----------    -----------
Balance September 30, 2004 (Unuadited)......   114,126,575   $   114,127   $   870,741    $        --
                                               ===========   ===========   ===========    ===========

<CAPTION>
                                                               Other
                                                Loan Fees      Receivable
                                               Related to    Related to the                   Total
                                               Equity Line    Issuance of     Accumulated   Stockholders'
                                                of Credit     Common Stock      Deficit       Deficit
                                               -----------    -----------    -----------    -----------

<S>                                               <C>            <C>          <C>            <C>
Balance, December 31, 2003 .................            --             --    $(1,099,669)   $  (738,623)

Issuance of common stock for Acquisition
  of United Companies Corporation ..........            --             --             --       (224,323)

Cancellation of treasury stock .............            --             --             --             --
Net loss January 1 to March 31, 2003 .......            --             --       (186,102)      (186,102)
                                               -----------    -----------    -----------    -----------
Balance, March 31, 2004 (Unaudited) ........            --             --     (1,285,771)    (1,149,048)

Common stock issued for loan fees related to
   Standby Equity Distribution agreement ...      (290,000)            --             --             --

Common stock issued for other receivable ...            --       (207,143)            --             --

Common stock issued for services ...........            --             --             --         10,000

Beneficial conversion feature related to
   convertible debenture ...................            --             --             --        285,714



Net Loss April 1 to June 30, 2003 ..........            --             --       (428,422)      (428,422)
                                               -----------    -----------    -----------    -----------
Balance, June 30, 2004 (Unaudited) .........      (290,000)      (207,143)    (1,714,193)    (1,281,756)

Beneficial conversion feature related to
   convertible debenture ...................            --             --             --         55,288

Net Revenue July 1 to September 30, 2004 ...            --             --         92,082         92,082
                                               -----------    -----------    -----------    -----------
Balance September 30, 2004 (Unaudited)......   $  (290,000)   $  (207,143)   $(1,622,111)   $(1,134,386)
                                               ===========    ===========    ===========    ===========

</TABLE>

                 See Accompanying Notes to Financial Statements

<PAGE>

                          UNITED COMPANIES CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         Nine months ended September 30,
                                                                         -------------------------------
                                                                                2004          2003
                                                                         -------------   ---------------
<S>                                                                         <C>          <C>
Cash flows from operating activities:
         Net loss .......................................................   $(522,442)   $ (92,270)
         Adjustments to reconcile net loss to net
         cash provided by operating activities:
                  Depreciation and Amortization .........................      37,390       25,596
                  Stock based compensation ..............................      10,000           --
           Beneficial conversion feature related to convertible debenture     341,002           --
         Changes in operating assets and liabilities:
                  Change in accounts receivable, net ....................      12,936     (136,650)
                  Change in inventory ...................................     (54,811)      (5,118)
                  Change in prepaid expenses and other current assets ...     (45,089)      (5,000)
                  Change in other assets ................................     (70,763)          --
                  Change in bank overdraft ..............................     (26,299)     (23,163)
                  Change in accounts payable and accrued liabilities ....      (4,866)      (1,051)
                  Change in customer deposits ...........................      29,380      (49,731)
                  Change in billings in excess of cost and estimated
                           earnings on uncompleted contracts ............      (5,000)      33,188
                  Change in other liabilities ...........................       1,303      (29,718)
                                                                            ---------    ---------
                           Net cash provided by operating activities ....    (297,259)    (283,917)
Cash flows from investing activities:
         Change in due from related party
         Purchase of fixed assets .......................................     (13,448)      (1,952)
                                                                            ---------    ---------
                           Net cash used by investing activities ........     (13,448)      (1,952)
Cash flows from financing activities:
         Change in due to related parties ...............................     (19,037)     488,125
         Proceeds from borrowings on loans payable ......................     375,000           --
         Principal payments on loans payable ............................     (11,050)    (150,471)
         Principal payments on capital lease obligations ................      (7,634)     (10,816)
                                                                            ---------    ---------
                           Net cash provided by financing activities ....     337,279      326,838
                                                                            ---------    ---------
Net change in cash ......................................................      26,572       40,969
Cash, beginning of period ...............................................          --           --
Cash, end of period .....................................................   $  26,572    $  40,969
                                                                            =========    =========
Supplemental disclosure of cash flow information:
         Cash paid for interest .........................................   $   3,857    $  21,070
                                                                            =========    =========
Supplemental disclosure of non-cash financing activities
         Accounts payable and accrued liabilties assumed through
               acquistion of United Companies Corporation ...............   $ 224,324    $      --
                                                                            =========    =========
         Common stock issued for loan fees related to Standby Equity
                  Distribution Debenture ................................   $ 290,000    $      --
                                                                            =========    =========
         Common stock issued for other receivable .......................   $ 207,143    $      --
                                                                            =========    =========
</TABLE>


                 See Accompanying Notes to Financial Statements

<PAGE>


                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS - United Companies Corporation (hereinafter referred to
as the "Company") designs, tests, manufactures and distributes recreational
hookah diving, and yacht based scuba air compressor and Nitrox Generation
Systems from its factory in Ft. Lauderdale, Florida. The Company also designs,
develops and produces a line of scuba and water safety products targeted at the
public safety diver and recreational boating markets.

HISTORY - United Companies Corporation (UCC) was incorporated under the laws of
Nevada on November 26, 2001 with authorized common stock of 250,000,000 shares
with a par value of $0.001.

On March 23, 2004, UCC consummated an agreement to acquire all of the
outstanding capital stock of Trebor Industries, Inc., dba Brownies Third Lung,
in exchange for 95,000,000 shares of the Company's common stock ("UCC
Transaction"). Prior to the UCC Transaction, UCC was a non-operating public
shell company with no operations, nominal assets, accrued liabilities totaling
$224,324 and 14,483,718 shares of common stock issued and outstanding; and
Trebor Industries, Inc. dba Brownies Third Lung was a manufacturer and
distributor of hookah diving, and yacht based scuba air compressor and Nitrox
Generation Systems from its factor in Ft. Lauderdale, Florida. The UCC
Transaction is considered to be a capital transaction in substance, rather than
a business combination. Inasmuch, the UCC Transaction is equivalent to the
issuance of stock by Trebor Industries, Inc., dba Brownies Third Lung for the
net monetary assets of a non-operational public shell company (UCC), accompanied
by a recapitalization. UCC issued 95,000,000 shares of its common stock for all
of the issued and outstanding common stock of Trebor Industries, Inc. dba
Brownies third Lung. The accounting for the UCC Transaction is identical to that
resulting from a reverse acquisition, except goodwill or other intangible assets
will not be recorded. Accordingly, these financial statements are the historical
financial statements of Trebor Industries, Inc. dba Brownies Third Lung. Trebor
Industries, Inc. dba Brownies Third Lung was incorporated in September 17, 1981.
Therefore, these financial statements reflect activities from September 17, 1981
(Date of Inception for Trebor Industries, Inc. dba Brownies Third Lung) and
forward.

DEFINITION OF FISCAL YEAR - The Company's fiscal year end is December 31.

USE OF 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
revenue and expenses during the reporting period. Actual results could differ
from those estimates.

INVENTORY - Inventory is stated at the lower of cost or market. Cost is
principally determined by using the average cost method. Inventory consists of
raw materials as well as finished goods held for sale. The Company's management
monitors the inventory for excess and obsolete items and makes necessary
valuation adjustments when required.


<PAGE>


                          UNITED COMPANIES CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

FIXED ASSETS - Fixed assets are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which is primarily 3 to 5 years. The cost
of repairs and maintenance is charged to expense as incurred. Expenditures for
property betterments and renewals are capitalized. Upon sale or other
disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other income
(expense).

The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful lives of fixed assets
or whether the remaining balance of fixed assets should be evaluated for
possible impairment. The Company uses an estimate of the related undiscounted
cash flows over the remaining life of the fixed assets in measuring their
recoverability.

REVENUE RECOGNITION - Revenues from product sales are recognized when the
Company's products are shipped. Revenues from fixed-price contracts are
recognized on the percentage-of-completion method, measured by the percentage of
cost incurred to date to estimated total cost of each contract. This method is
used because management considers the percentage of cost incurred to date to
estimated total cost to be the best available measure of progress on the
contracts.

Contract costs include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect labor, supplies, tools,
repairs, and depreciation costs. General and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined. Change in job
performance, job conditions, and estimated profitability may result in revisions
to costs and income and are recognized in the period in which the revisions are
determined.

The asset, "Costs and estimated earnings in excess of billings on uncompleted
contracts", represents revenues recognized in excess of amounts billed. The
liability, "Billings in excess of costs and estimated earnings on uncompleted
contracts", represents billings in excess of revenues recognized. Claims are
included in revenues when realization is probable and the amount can be reliably
estimated.

Revenue and costs incurred for time and material projects are recognized
currently as the work is performed.

PRODUCT DEVELOPMENT COSTS - Product development expenditures are charged to
expenses as incurred.

ADVERTISING AND MARKETING COSTS - The Company recognizes advertising expenses in
accordance with Statement of Position 93-7 "Reporting on Advertising Costs."
Accordingly, the Company expenses the costs of producing advertisements at the
time production occurs, and expenses the costs of communicating advertisements
in the period in which the advertising space or airtime is used. Advertising and
trade show expenses incurred for the nine months ended September 30, 2004 and
2003, were approximately $43,552 and $20,498, respectively.

INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

As of September 2004, the Company has available net operating loss carryforwards
that will expire in various periods through 2024. Such losses may not be fully
deductible due to the significant amounts of non-cash service costs and the
change in ownership rules under Section 382 of the Internal Revenue Code. The
Company has established a valuation allowance for the full tax benefit of the
operating loss carryovers due to the uncertainty regarding realization.


<PAGE>


                          UNITED COMPANIES CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

COMPREHENSIVE INCOME (LOSS) - The Company has no components of other
comprehensive income. Accordingly, net loss equals comprehensive loss for all
periods.

STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related
Interpretations, in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies Statements of Financial Accounting Standards ("SFAS") No. 123 Accounting
for Stock-Based Compensation, which requires the recognition of compensation
cost based upon the fair value of stock options at the grant date using the
Black-Scholes option pricing model.

The Company issued no stock, neither granted warrants nor options, to employees
for compensation for the nine months ended September 30, 2004.

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. SFAS
No. 148 amends the transition and disclosure provisions of SFAS No. 123. The
Company is currently evaluating SFAS No. 148 to determine if it will adopt SFAS
No. 123 to account for employee stock options using the fair value method and,
if so, when to begin transition to that method.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts and estimated fair
values of the Company's financial instruments approximate their fair value due
to the short-term nature.

EARNINGS (LOSS) PER COMMON SHARE - Basic earnings (loss) per share excludes any
dilutive effects of options, warrants and convertible securities. Basic earnings
(loss) per share is computed using the weighted-average number of outstanding
common shares during the applicable period. Diluted earnings (loss) per share is
computed using the weighted average number of common and common stock equivalent
shares outstanding during the period. Common stock equivalent shares are
excluded from the computation if their effect is antidilutive.

NEW ACCOUNTING PRONOUNCEMENTS - Financial Accounting Standards Board
Interpretation No. 46, Consolidation of Variable Interest Entities, an
interpretation of Accounting Research Bulletin No. 51, Consolidated Financial
Statements, addresses consolidation by business enterprises of variable interest
entities. It is effective immediately for variable interest entities created
after January 31, 2003. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities acquired before
February 1, 2003. The impact of adoption of this statement is not expected to be
significant.

SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, amends and clarifies accounting for derivative instruments under
SFAS No. 133. It is effective for contracts entered into after June 30, 2003.
The impact of adoption of this statement is not expected to be significant.

SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity, establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liability and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). This statement is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003. The impact of
adoption of this statement is not expected to be significant.


<PAGE>


                          UNITED COMPANIES CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2.    INVENTORY

Inventory consists of the following as of September 30, 2004:

                   Raw materials                    $208,167
                   Work in process                        --
                   Finished goods                    179,983
                                                    --------
                                                    $388,150
                                                    ========

3.    FIXED ASSETS

Fixed assets consist of the following as of June 30, 2004:

                   Furniture and equipment          $235,639
                   Leasehold Improvements              7,000
                                                    --------
                                                     242,639
                   Less: accumulated
                   depreciation and amortization     159,520
                                                    --------
                                                    $ 83,119
                                                    ========
4.    RELATED PARTY TRANSACTIONS

<TABLE>
<CAPTION>

Due to related parties - Due to related parties consist of the following as of September 30, 2004:
<S>                                                                                                          <C>
Loan from the Company's Chief Executive Officer, unsecured, bearing interest at 10% per annum,
  and due on demand                                                                                          $510,091

Loan from an entity owned by the Company's Chief Executive Officer, unsecured,
  bearing interest at 10% per annum, and due on demand                                                        196,952

Loan from an entity owned by the Company's Chief Executive Officer, unsecured,
  bearing interest at 10% per annum, and due on demand                                                            458

Loan from the Company's Chief Executive Officer, unsecured, bearing interest at 10% per annum, principal-
  only payments of $5,000 per month, and due on demand                                                          5,392
                                                                                                             --------
                                                                                                             $712,893
                                                                                                             ========

</TABLE>

INTEREST EXPENSE ON RELATED PARTY LOANS - The Company accrues interest monthly
on the average outstanding balances of the related party loans at a rate of 10%
per annum. The interest due is added to the respective related party loan
accounts. Interest expense on related party loans for the nine months ended
September 30, 2004 and 2003 approximated $55,190 and $36,988, respectively.

REVENUES - The Company sells products to an entity owned by the Company's Chief
Executive Officer. Revenues earned from the entity for the nine months ended
September, 2004 and 2003 were approximately $497,443 and $259,245, respectively.


<PAGE>


                          UNITED COMPANIES CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

4.    RELATED PARTY TRANSACTIONS (CONTINUED)

ROYALTIES- During January 2004 the Company entered into various Non-Exclusive
License Agreements with entities owned by the Company's Chief Executive Officer
to license patents of products owned by the entities. Based on the Agreements,
the Company will pay the entities from $1.00 to $50.00 per licensed products
sold, with rates increasing 5% annually.

During January 2004, the Company entered into a Exclusive License Agreement with
an entity owned by the Company's Chief Executive Officer to license the
trademark "Brownies Third Lung". Under the Agreement the Company is required to
pay the entity the greater of $15,000 per quarter or 2.5% of gross revenues.

During January 2004, the Company entered into two Exclusive License Agreement
with an entity owned by the Company's Chief Executive Officer to license the
various Tankfill and Public Safety trademarks. Under the Agreements the Company
is required to pay the entity 1% of gross revenues for total related licensed
products sold.

During January 2004 the Company entered into a Non-Exclusive License Agreements
with an entity owned by the Company's Chief Executive Officer to license a
trademark of products owned by the entity. Based on the Agreements, the Company
will pay the entity $0.25 per licensed products sold, with rates increasing
$0.05 annually.

For the nine months ended September 30, 2004, total royalty expense for the
above agreements approximated $76,010.

LEASE EXPENSE - The Company leases its facility from an entity in which the
Chief Executive Officer has an ownership interest. Lease expense for the nine
months ended September 30, 2004 and 2003 was approximately $92,720 and $80,472,
respectively.

5.    BILLINGS IN EXCESS OF COST AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Billings in excess of costs and estimated earnings on uncompleted contracts
consist of the following as of September 30, 2004:

              Costs incurred on uncompleted contracts     $147,241
              Estimated earnings                            42,567
                                                          --------
                                                           189,808
              Less: billings to date                       189,808
                                                          --------
              Billings in excess of cost and estimated
                earnings on uncompleted contracts         $     --
                                                          ========

6.    OTHER LIABILITIES

Other liabilities totaling $45,665 as of September 30, 2004 consists of $10,000
remaining on a settlement with a government agency for payment of a fine, and
$35,665 past due on payment of royalty expense. Under the government settlement
agreement, the Company is required to make monthly payments ranging from $1,000
to $1,500 per month. The government liability is unsecured and payments continue
until paid in full. The Company owned by the Chief Executive Officer that is
owed the royalty payments, has granted the Company a default waiver and
extension on payment until December 5, 2004.


<PAGE>


                          UNITED COMPANIES CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

7.    LOANS PAYABLE

<TABLE>
<CAPTION>

<S>                                                                                 <C>
Loans payable consists of the following as of September 30, 2004:

Promissory note payable secured by a vehicle of the Company, bearing interest at
10.16%, due in monthly principal and interest payments of $553, due August 2007     $17,504

Promissory note payable secured by a vehicle of the Company, bearing no
interest, due in monthly principal and interest payments of $349, which
matures November 2008                                                                17,449

Promissory note payable secured by a vehicle of the Company, bearing interest at
7.47%, due in monthly principal and interest payments of $513, which matures
October 2008                                                                         21,966

Promissory note payable to an individual, unsecured, bearing no interest,
payable in monthly installments of $500, which matured January 2003. As of
December 31, 2002, the Company was in default, subsequently the Company began
making variable payments in accordance with ongoing negotiations with the
individual during 2004                                                                1,371
                                                                                    -------
                                                                                     58,290

Less amounts due within one year:                                                    14,330
                                                                                    -------
Long-term portion of loan payable                                                   $43,946
                                                                                    =======
</TABLE>

As of September 30, 2004, principal payments on the notes payable are as
follows:

<TABLE>
<CAPTION>

              <S>                                          <C>
              September, 2004 through December 31, 2004    $ 4,778
              2005                                          14,197
              2006                                          15,122
              2007                                          15,021
              2008                                           9,172
                                                           -------
                                                           $58,290
                                                           =======
</TABLE>


<PAGE>


                          UNITED COMPANIES CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.    SECURED CONVERTIBLE DEBENTURE

On April 2, 2004, the Company issued a Secured Convertible Debenture to Cornell
Capital Partners in the principal amount of $250,000. The convertible debenture
is convertible into shares of our common stock as a price per share that is
equal to the lesser of: (i) an amount equal to 120% of the closing bid price of
our common stock as of the date of the convertible debenture or (ii) an amount
equal to 80% of the average of the lowest daily volume weighted average price of
our common stock for the five trading days immediately preceding the conversion
date. The convertible debenture accrues interest at a rate of 5% per year and is
convertible at the holder's option. The convertible debenture has a term of 2
years and is secured by all of our assets. At the Company's option, the
convertible debenture may be paid in cash or converted into shares of our common
stock unless converted earlier by the holder. Except after an event of default,
as set forth in the Secured Convertible Debenture Cornell Capital Partners is
not entitled to convert such debenture for a number of shares of common stock of
United in excess of that number of shares which, upon giving effect to the
debentures if such conversion would cause the aggregate number of shares of
common stock beneficially held by such holder and its affiliated to exceed 4.99%
of the outstanding shares of common stock of United. We have the right to redeem
with fifteen (15) business days advance notice, a portion or all of the
outstanding convertible debenture. The redemption price shall be one hundred
twenty (120%) of the redeemed amount plus accrued interest. In addition, if
United avails itself of the redemption right, United shall, concurrent with the
redemption, issue warrants to the holder at a rate of 50,000 per $100,000
redeemed, pro-rata. The exercise price of the warrants shall be 120% of the
closing bid price of United's common stock on the closing date. The warrants
shall have "piggy-back" and demand registration rights and shall survive for two
(2) years from the closing date.

On July 23, 2004, the Company issued a second secured convertible debenture to
Cornell Capital Partner, LP in the principal amount of $125,000. The convertible
debenture has a term of 2 years with all the same terms and conditions of the
first convertible debenture issued on April 2, 2004.

The Company recorded the estimated value of the conversion feature on the
debentures issued April 2, 2004 and July 23, 2004 as interest expense totaling
$285,714, and $55,288, respectively. Additionally, upon closing of the first and
second debenture, the Company paid $38,542, and $11,198, (net of amortization
expense of $11,458 and $1,302) in loan fees, respectively which were capitalized
and reflected as part of other assets totaling $64,905 and will be expensed over
the life of the debentures using the straight-line method.

9.    STANDBY EQUITY DISTRIBUTION AGREEMENT

On April 2, 2004, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners. Pursuant to the Standby Equity
Distribution Agreement, we may, at our discretion, periodically issue and sell
shares of our common stock for a total purchase price of $5 million. If we
request advances under the Standby Equity Distribution Agreement, Cornell
Capital partners will purchase shares of common stock of United for 95% of the
lowest closing bid price on the Over-the-Counter Bulletin Board or other
principal market on which our common stock is traded for the 5 days immediately
following the advance notice date. Cornell Capital Partners will retain 5% of
each advance under the Standby Equity Distribution Agreement. We may not request
advances in excess of a total of $5 million. The maximum of each advance is
equal to $100,000 and up to a maximum of $400,000 in any thirty-day period.

In addition, the Company issued 2,416,667 shares of the Company's common stock
in April 2004 for loan fees totaling $290,000 related to the Standby Equity
Distribution Agreement beginning with the effective date which begins when the
filed registration statement Form SB-2 is declared effective. The Company also
issued an additional 1,726,190 shares of the Company's common stock in April
2004 to Cornell Capital in relation to the loan fee which exceeded the agreed
upon fee of $290,000. Cornell Capital has agreed to return the shares and
accordingly the Company recorded an other receivable related to the issuance of
common stock totaling $207,143.


<PAGE>


                          UNITED COMPANIES CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

10.   COMMON STOCK REGISTRATION

On July 16, 2004, the Company filed a registration statement on Form SB-2
registering shares of common stock underlying secured convertible debentures and
shares of common stock pursuant to a Standby Equity Distribution Agreement,
dated April 2, 2004 with Cornell Capital Partners, LP. The registration
statement became effective on August 9, 2004.

11.   COMMITMENTS AND CONTINGENCIES

PROPERTY LEASE AGREEMENT - The Company operates from a leased facility in which
the Company's Chief Executive Officer has an ownership interest. The lease is
non-cancelable and calls for an annual base rent of approximately $115,000 plus
sales tax with a 10% base rent increase every 5 years. For the nine months ended
September 30, 2004 and 2003, total rent expense for the leased facilities
approximated $92,770 and $80,472, respectively.

EQUIPMENT LEASE AGREEMENT - The Company leases various office equipment under
either a month to month basis or operating lease. Currently there is only one
non-cancelable operating lease for such equipment. It is for a copier at a rate
of $312.76 per month plus sales tax.

Future minimum lease payments required under such operating leases as of October
  1, 2004, are as follows:

               October 1 through December 31, 2004    $   29,688
               2005                                      122,506
               2006                                      122,506
               2007                                      122,506
               2008                                      122,506
               Thereafter                                559,586
                                                      ----------
                                                      $1,079,298
                                                      ==========


<PAGE>


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

INTRODUCTORY STATEMENTS

      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.

OVERVIEW

      United Companies Corporation, a Nevada corporation, entered into a Share
Exchange Agreement, dated March 23, 2004, by and among United, Trebor
Industries, Inc., d/b/a Brownie's Third Lung, a Florida corporation, and Robert
Carmichael. Pursuant to the Share Exchange Agreement, Mr. Carmichael exchanged
377 shares of common stock, par value $1.00 per share, of Trebor, which
constitutes all of the issued and outstanding shares of capital stock of Trebor,
for 95,000,000 shares of common stock, par value $0.001 per share, of United.
Pursuant to the Share Exchange Agreement, Trebor became a wholly owned
subsidiary of United.

      Trebor does business under the name "Brownie's Third Lung." Brownie's
designs, tests, manufactures and distributes recreational hookah diving, and
yacht based SCUBA air compressor and Nitrox Generation Systems. Brownie's also
designs, develops and produces a line of SCUBA and water safety products
targeted at the public safety diver and recreational boating markets. Brownie's
sells most of its products from its factory in Fort Lauderdale, Florida.
Brownie's is divided into three main product lines: BROWNIE'S THIRD LUNG,
BROWNIE'S TANKFILL, AND BROWNIE'S PUBLIC SAFETY.

      BROWNIE'S THIRD LUNG, the consistent revenue leader for Brownie's,
produces a line of Surface Supplied Diving products, commonly called hookah
systems. These systems allow one to four divers to enjoy the marine environment
without the bulk and weight of conventional SCUBA gear. We believe that Hookah
diving holds greater appeal to families with children of diving age than does
conventional SCUBA. The reduction of weight by eliminating the tank allows
smaller divers, especially children, to participate more actively and enjoyably.
In conjunction with the hookah systems, Brownie's Third Lung supplies a variety
of other products to support this market. These products are predominantly sold
through SCUBA diving retailers. A web-based training methodology is currently
being developed to allow the consumer to initiate the required training for use
of the system on their own schedule. It is anticipated that the final phase of
the training will still be completed through traditional dive retailers and
instructors, but the system will be sold to the non-diving public.

      BROWNIE'S TANKFILL also generates a significant portion of Brownie's
revenues, through the design, installation and maintenance of yacht-based
high-pressure and low-pressure compressors for diving on air and mixed gases.
Many yacht owners enjoy the convenience and freedom of filling their own diving
tanks with air, NITROX or custom mixed gases while out on cruise, freeing them
from carrying extra cylinders or the need to locate a reputable source in
various ports-of-call. Brownie's Tankfill specializes in the design and
installation of high-end custom systems to do just that. From surveying the
vessel for installation requirements to custom fabrication of the necessary
components, Brownie's Tankfill provides all the services necessary to satisfy
this market. Our goal is to attempt to reach owners of large vessels through OEM
relationships.


<PAGE>


      BROWNIE'S PUBLIC SAFETY provides integrated and stand-alone flotation and
emergency/rescue equipment for use by fire departments and other government
agencies in their on-water/near-water activities. "Rescue, not Recovery" is the
marketing slogan for this division, and the driving force behind development of
our products. We believe municipalities and government agencies can increase
their own safety while responding more quickly in emergencies through the use of
our products. We are increasing our marketing efforts in the current year to
raise awareness of the products we offer.

      Since April 16, 2004, Mr. Robert Carmichael has served as President,
Acting Principal Accounting Officer and Acting Chief Financial Officer of
United. From March 23, 2004 to April 26, 2004, Mr. Carmichael served as United's
Executive Vice-President and Chief Operating Officer. Mr. Carmichael has
operated Trebor Industries, Inc. as its President since 1986. Mr. Carmichael is
either the owner or co-owner of several companies that hold numerous patents
that are used by Trebor Industries, Inc. and several other major companies in
the diving industry. Prior to the share exchange transaction with Trebor, United
had no on-going operations.

      On February 12, 2002, United filed with the Securities and Exchange
Commission a Form S-4 Proxy Statement and Registration Statement in conjunction
with Avid Sportswear & Golf Corp., a Nevada corporation, describing a proposed
merger of Avid with and into Merger Co., a wholly-owned subsidiary of United. 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 and Merger Co. and (ii) the related
Articles of Merger. Merger Co. became the surviving entity and assumed all of
Avid's assets and liabilities. At the time of the merger, outstanding shares of
Avid common stock were converted automatically into shares of United common
stock on a fifty (50) for one (1) basis. Effective March 23, 2004, United sold
all of its ownership interest in its wholly-owned subsidiary, Merger Co., to
Gateway Connections Limited, an international business company formed under the
laws of Belize.


FINANCIAL PERFORMANCE

      United has historically lost money. For the three months ended September
30, 2004, United had net income of $92,082. For the nine months ended September
30,2004 United recorded a net loss of $522,442. United's results of operations
includes United's wholly-owned subsidiary Trebor Industries, Inc. acquired by a
share exchange transaction on March 23, 2004. United's independent auditors have
noted that United does not have significant cash or other material assets to
cover its operating costs and to continue as a going concern. Accordingly,
United will experience significant liquidity and cash flow problems if it is not
able to raise additional capital as needed and on acceptable terms.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004, AS COMPARED
TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003

      The following discussion of United's results of operations compares
United's operations activities, which includes the results of operations for
United's wholly owned subsidiary Trebor Industries, Inc., d/b/a Brownies Third
Lung. The comparable figures are the results of operation of Trebor Industries,
Inc., as United had no operation for such period.

      NET REVENUES. For the three months ended September 30, 2004, we had net
revenues of $1,097,981 as compared to net revenues of $964,692 for the
comparable period in 2003, an increase of $133,289 or 13.82%. This increase is
attributable to an overall increase in hookah system and tank fill system sales
in the third quarter of 2003, with the largest increase in July 2004. The
primary increase is attributable to a custom tank fill sale in July 2004 that
exceeded $300,000. The increase was diminished later in the quarter by a sales
decline attributed to the effect of the three hurricanes that hit the coast of
Florida during that time period.

      COST OF REVENUES. For the three months ended September 30, 2004, we had
cost of revenues of $666,981, as compared to cost of revenues of $610,970 for
the comparable period in 2003, an increase of $56,011 or 9.17%. This increase is
primarily attributable to the net of a decrease in material costs of components
used in the assembly of our hookah and tank fill systems, an increase in
material costs as a result of higher quantity sales in the third quarter of
2004, an increase in allocated overhead, and an increase in direct labor.

      GROSS PROFIT. For the three months ended September 30, 2004, we had a
gross profit of $431,000 as compared to a gross profit of $353,722 for the
comparable period in 2003, an increase of $77,278 or 21.85%. This is primarily
attributable to a decrease in material costs of components used in the assembly
of our hookah and tank fill systems and an increase in sales in the third
quarter of 2004.


<PAGE>


      OPERATING EXPENSES. For the three months ended September 30, 2004, we had
operating expenses of $264,921 as compared to operating expenses of $231,340 for
the comparable period in 2003, an increase of $33,581 or 14.52%. This increase
was primarily attributable to increased selling and administrative salaries,
consulting fees, legal fees and accounting fees. The increased costs are mainly
attributable to the increased costs associated with being a public, reporting
entity (comparative Trebor 2003 amounts are for a non-public entity).

      INTEREST EXPENSE. For the three months ended September 30, 2004, we had
interest expense of $79,059, as compared to interest expense of $25,392 for the
comparable period in 2003, an increase of $53,667 or 211.35%. This net increase
is primarily a result of the $55,288 increase due to the interest recorded by
the Company on the estimated value of the conversion feature of the second
secured convertible debenture issued on July 23, 2004, an approximate $5,000
decrease in interest resulting from interest recorded and paid in the 3rd
quarter 2003 on a note that matured, an approximate $5,000 increase related to
the daily interest accruing on the two convertible debentures held in the 3rd
quarter of 2004 that did not exist in 2003, and a decrease of $2,135 from a
nonrecurring interest payment made to a governmental agency in the third quarter
of 2003 and not in 2004.

      NET PROFIT. For the three months ended September 30, 2004, we had a net
profit of $92,082, as compared to a net profit of $96,970 for the comparable
period in 2003, a decrease of $4,888 or 5.04%. This decrease is primarily the
result of a net increase in gross profit of $77,278 reduced by the increase in
interest expense of $55,288 as a result of recognizing the estimated conversion
feature on the secured convertible debenture issued July 23, 2004, further
reduced by an increase in selling, general and administrative expenses. The
increased selling, general and administrative expenses are primarily in the area
of selling and administrative salaries, consulting fees, legal fees and
accounting fees. These increased costs are mainly attributable to the increased
costs associated with being a public, reporting entity (comparative Trebor 2003
amounts are for a non-public entity).


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004, AS COMPARED
TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003

      The following discussion of United's results of operations compares
United's operations activities, which includes the results of operations for
United's wholly owned subsidiary Trebor Industries, Inc., d/b/a Brownies Third
Lung. The comparable figures are the results of operation of Trebor Industries,
Inc., as United had no operation for such period.

      NET REVENUES. For the nine months ended September 30, 2004, we had net
revenues of $2,270,346, as compared to net revenues of $1,908,623 for the
comparable period in 2003, an increase of $361,723 or 18.95%. This increase is
attributable to an increase in hookah system and tank fill system sales in the
second and third quarters of 2004. The Company attributes the sales increase in
the second quarter of 2004 to stepped up marketing and sales efforts to promote
preseason sales. The primary increase in the third quarter of 2004 is
attributable to a custom tank fill sale in July 2004 that exceeded $300,000. The
increase was diminished later in the third quarter by a sales decline attributed
to the effect of the three hurricanes that hit the coast of Florida during that
time period.

      COST OF REVENUES. For the nine months ended September 30, 2004, we had
cost of revenues of $1,543,344 as compared to cost of revenues of $1,420,325 for
the comparable period in 2003, an increase of $123,019 or 8.66%. This increase
is primarily attributable to the net of a decrease in material costs of
components used in the assembly of our hookah and tank fill systems, an increase
in material costs as a result of higher quantity sales in the second quarter of
2004, an increase in overhead, and an increase in direct labor.

      GROSS PROFIT. For the nine months ended September 30, 2004, we had gross
profit of $727,002, as compared to gross profit of $488,298 for the comparable
period in 2003, an increase of $238,704 or 48.88%. This is primarily
attributable to a decrease in material costs of components used in the assembly
of our hookah and tank fill systems.

      OPERATING EXPENSES. For the nine months ended September 30, 2004, we had
operating expenses of $847,719, as compared to operating expenses of $525,517
for the comparable period in 2003, an increase of $322,202 or 61.31%. This
increase was primarily attributable to increased selling and administrative
salaries, consulting fees, legal fees and accounting fees. The increased costs
were incurred mainly in conjunction with the share exchange transaction between
United and Trebor Industries, Inc consummated on March 23, 2004, a secured
convertible debenture transaction entered into on April 2, 2004, a Standby
Equity Distribution Agreement entered into on April 2, 2004, newly ongoing costs
associated with now being a public, reporting entity (comparative Trebor 2003
amounts are for a non-public entity), and the filing of a Registration Statement
on Form SB-2 with the United States Securities and Exchange Commission on July
16, 2004.


<PAGE>


      INTEREST EXPENSE. For the nine months ended September 30, 2004, we had
interest expense of $406,402, as compared to interest expense of $56,209 for the
comparable period in 2003, an increase of $350,193 or 623.02%. This increase is
primarily attributable to recording approximately $340,000 in interest for the
intrinsic value of the conversion feature of the two debentures recorded in
2004, $285,714 and $55,288 recorded in the second and third quarters,
respectively. The remaining difference is a net of an increase in interest due
to payments being made on new vehicles purchased toward the end of 2003,
decrease due to interest paid to a governmental agency in 2003 not reoccurring
in 2004, and an increase in interest from interest accruing on the two
convertible debentures issued in 2004.

      NET LOSS. For the nine months ended September 30, 2004, we had a net loss
of $522,442, as compared to a net loss of $92,270 for the comparable period in
2003, an increase of $430,172 or 466.21%. This increase is predominantly
attributable to the increase in interest expense of $350,193. The remaining
increase is attributable to the increased operating expenses resulting from the
share exchange transaction between United and Trebor Industries, Inc consummated
on March 23, 2004, a Secured Convertible Debenture issued on April 2, 2004, a
Standby Equity Distribution Agreement entered into on April 2, 2004, newly
ongoing costs associated with now being a public, reporting entity (comparative
Trebor 2003 amounts are for a non-public entity), and the filing of a
Registration Statement on Form SB-2 with the United States Securities and
Exchange Commission on July 16, 2004.

LIQUIDITY AND CAPITAL RESOURCES

      As of September 30, 2004, the Company had cash and current assets of
$498,475. As of September 30, 2004, we had current liabilities of $1,361,925,
consisting of accounts payable and accrued liabilities $550,737, due to related
parties of $712,893, customer deposits of $38,300, other liabilities of $45,665
and loans payable-current portion of $14,330. As of September 30, 2004, we had a
working capital deficit of $863,450. Historically our revenues increase
substantially in the second and third quarters of the year, but it currently
appears that external financing will be necessary to fund our operations for the
foreseeable future. In the absence of outside financing, we believe that we have
sufficient cash, receivable collections and projected sales to operate for
approximately 6 months. This projection is based on estimated sales.

      On April 2, 2004, we entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners, LP. Pursuant to the Standby Equity Distribution
Agreement, we may, at our discretion, periodically issue and sell shares of our
common stock for a total purchase price of $5 million. If we request advances
under the Standby Equity Distribution Agreement, Cornell Capital partners will
purchase shares of common stock of United for 95% of the lowest closing bid
price on the Over-the-Counter Bulletin Board or other principal market on which
our common stock is traded for the 5 days immediately following the advance
notice date. Cornell Capital Partners will retain 5% of each advance under the
Standby Equity Distribution Agreement. We may not request advances in excess of
a total of $5 million. The maximum of each advance is equal to $100,000, and up
to a maximum of $400,000, in the aggregate, in any thirty-day period. On July
16, 2004, we filed a registration statement on Form SB-2 registering shares of
common stock pursuant to the Standby Equity Distribution Agreement. On August 9,
2004, the SB-2 registration became effective, thus allowing us access under the
credit facility. To-date the Company has not taken any draws against the Equity
Line.

      As of April 2, 2004, we issued a Secured Convertible Debenture to Cornell
Capital Partners in the principal amount of $250,000. The convertible debenture
is convertible into shares of our common stock as a price per share that is
equal to the lesser of: (i) an amount equal to 120% of the closing bid price of
our common stock as of the date of the convertible debenture or (ii) an amount
equal to 80% of the average of the lowest daily volume weighted average price of
our common stock for the five trading days immediately preceding the conversion
date. The convertible debenture accrues interest at a rate of 5% per year and is
convertible at the holder's option. The convertible debenture has a term of 2
years and is secured by all of our assets. At United's option, the convertible
debenture may be paid in cash or converted into shares of our common stock
unless converted earlier by the holder. Except after an event of default, as set
forth in the Secured Convertible Debenture be entitled to convert such debenture
for a number of shares of common stock of United in excess of that number of
shares which, upon giving effect to such conversion, would cause the aggregate
number of shares of common stock beneficially held by such holder and its
affiliated to exceed 4.99% of the outstanding shares of common stock of United.
On July 23, 2004, we issued a second Secured Convertible Debenture in the
principal amount of $125,000, with the same terms and conditions as the Secured
Convertible Debenture issued on April 2, 2004, as described above.


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.


<PAGE>


      WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

      On March 23, 2004, United entered into a share exchange transaction with
Trebor Industries, Inc., d/b/a Brownie's Third Lung and Robert Carmichael.
Pursuant to this share exchange transaction, United acquired all of the issued
and outstanding capital stock of Trebor Industries and Trebor Industries became
a wholly-owned subsidiary of United. Trebor Industries designs, manufactures and
sells surface-supplied air units for the recreational diving industry. We have a
history of losses. We have incurred a cumulative operating loss since inception
and had an accumulated deficit of $1,622,111 as of September 30, 2004. For the
three and nine month periods ended September 30, 2004, we had net income of
$92,082 and a net loss of $522,422, respectively. Brownie's incurred a net loss
of $187,609 for the year ended December 31, 2003 and had net income of $2,747
for the year ended December 31, 2002.

      We cannot predict the amount of revenues, if any, we may generate as a
result of our acquisitions of Trebor Industries. Consequently, we will in all
likelihood, have to rely on external financing for much of our capital
requirements. Future losses are likely to continue unless we successfully
implement our revised business plan. Our ability to continue as a going concern
will be dependent upon our ability to draw down on our Standby Equity
Distribution Agreement that we have established with Cornell Capital Partners.
If we incur any problems in drawing down our Standby Equity Distribution
Agreement, we may experience significant liquidity and cash flow problems. If we
are not successful in reaching and maintaining profitable operations, we may not
be able to attract sufficient capital to continue our operations. Our inability
to obtain adequate financing will result in the need to curtail business
operations and will likely result in a lower stock price.

      WE HAVE BEEN SUBJECT TO A GOING CONCERN OPINION FROM OUR INDEPENDENT
AUDITORS

      Our independent auditors have added an explanatory paragraph to their
audit opinion issued in connection with the financial statements for the years
ended December 31, 2003 and December 31, 2002, relative to our ability to
continue as a going concern. Our ability to obtain additional funding will
determine our ability to continue as a going concern. Accordingly, there is
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

      WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

      As of September 30, 2004, we had $26,572 of cash on hand and our total
current assets were $498,475. Our current liabilities were $1,361,925 as of
September 30, 2004. We will need to raise additional capital to fund our
anticipated operating expenses. Among other things, external financing may be
required to cover our operating costs. Unless we obtain profitable operations,
it is unlikely that we will be able to secure additional financing from external
sources. As of November 1, 2004, to achieve our sales growth plan, we estimate
that we will require $2,500,000 to fund our anticipated operating expenses for
the next twelve months. The sale of our common stock to raise capital may cause
dilution to our existing shareholders. Our inability to obtain adequate
financing will result in the need to curtail business operations. Any of these
events would be materially harmful to our business and may result in a lower
stock price. Our inability to obtain adequate financing will result in the need
to curtail business operations and you could lose your entire investment. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

      WE ARE SUBJECT TO A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT
ASSETS ON SEPTEMBER 30, 2004 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT
LIABILITIES

      We had a working capital deficit of $863,450 at September 30, 2004, which
means that our current liabilities as of that date exceeded our current assets
by $863,450. Current assets are assets that are expected to be converted to cash
within one year and, therefore, may be used to pay current liabilities as they
become due. Our working capital deficit means that our current assets on
September 30, 2004 were not sufficient to satisfy all of our current liabilities
on that date. If our ongoing operations do not begin to provide sufficient
profitability to offset the working capital deficit we may have to raise capital
or debt to fund the deficit.

      OUR OBLIGATIONS UNDER THE SECURED CONVERTIBLE DEBENTURES ISSUED TO CORNELL
CAPITAL PARTNERS, L.P. ARE SECURED BY ALL OF OUR ASSETS

      Our obligations under the secured convertible debentures in the principal
amount of $375,000 issued to Cornell Capital Partners are secured by all of our
assets. As a result, if we default under the terms of these secured convertible
debentures, Cornell Capital Partners could foreclose its security interest and
liquidate all of the assets of the Company. This would force us to cease our
operations.


<PAGE>


      OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY
FLUCTUATE SIGNIFICANTLY

      Our common stock is traded on the Over-the-Counter Bulletin Board. Prior
to this offering, there has been a limited public market for our common stock
and there can be no assurance that an active trading market for our common stock
will develop. As a result, this could adversely affect our shareholders' ability
to sell our common stock in short time periods, or possibly at all. Thinly
traded common stock can be more volatile than common stock traded in an active
public market. Our 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 our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our common stock to fluctuate
substantially.

      WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS WHEN NEEDED UNDER THE
STANDBY EQUITY DISTRIBUTION AGREEMENT AND THE PRICE OF OUR COMMON STOCK WILL
AFFECT OUR ABILITY TO DRAW DOWN ON THE STANDBY EQUITY DISTRIBUTION AGREEMENT

      Currently, we are dependent upon external financing to fund our
operations. Our financing needs are expected to be provided, in large part, by
our Standby Equity Distribution Agreement. The amount of each advance under the
Standby Equity Distribution Agreement is subject to a maximum amount equal to
$100,000 and up to an aggregate maximum advance amount equal to $400,000 in any
thirty-calendar-day period. Because of this maximum advance restriction, we may
not be able to access sufficient funds when needed.

      In addition, there is an inverse relationship between the price of our
common stock and the number of shares of common stock which will be issued under
the Standby Equity Distribution Agreement. Based on our recent stock price of
$0.02, we would have to issue to Cornell Capital Partners 263,157,895 shares of
our common stock in order to draw down the entire $5 million available to us
under the Standby Equity Distribution Agreement. On July 16, 2004, we filed with
the United States Securities and Exchange Commission a registration statement on
Form SB-2, which was declared effective August 9, 2004, registering 118,000,000
shares of our common stock under the Standby Equity Distribution Agreement. Our
Articles of Incorporation currently authorize United to issue 250 million shares
and, as of November 1, 2004, we had 114,126,575 shares of common stock issued
and outstanding. In the event we desire to draw down any available amounts
remaining under the Standby Equity Distribution Agreement after we have issued
the 118,000,000 shares that we registered in the Form SB-2, we will have to
obtain shareholder approval to amend our Articles of Incorporation to increase
our authorized shares of common stock and file a new registration statement to
cover such additional shares that we would issue for additional draw downs on
the Standby Equity Distribution Agreement. Unless we obtain profitable
operations, it is unlikely that we will be able to secure additional financing
from external sources other than our Standby Equity Distribution Agreement.
Therefore, if we are unable to draw down on our Standby Equity Distribution
Agreement, we may be forced to curtail or cease our business operations.

      OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

      Our common stock is deemed to be "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.


<PAGE>


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

      WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

      Our success largely depends on the efforts and abilities of Robert M.
Carmichael, our President and Chief Executive Officer. Mr. Carmichael has been
instrumental in securing our existing financing arrangements. Mr. Carmichael is
primarily responsible for the development of our technology and the design of
our products. The loss of the services of Mr. Carmichael could materially harm
our business because of the cost and time necessary to recruit and train a
replacement. Such a loss would also divert management attention away from
operational issues. We do not presently maintain a key-man life insurance policy
on Mr. Carmichael.

      In addition, our continued growth depends on our ability to attract and
retain a Chief Financial Officer, a Chief Operations Officer, and additional
skilled associates. We are currently utilizing the services of two professional
consultants in the absence of a Chief Financial Officer and Chief Operations
Officer. The loss of the services of these consultants prior to our ability to
attract and retain a Chief Financial Officer or Chief Operations Officer may
have a material adverse effect upon us. Also, there can be no assurance that we
will be able to retain our existing personnel or attract additional qualified
associates in the future.

      OUR FAILURE TO OBTAIN INTELLECTUAL PROPERTY PROTECTION AND ENFORCE OUR
RIGHTS WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

      Our success depends in part on our ability, and the ability of our Patent
and Trademark Licensor, a related party owned and controlled by Robert M.
Carmichael, our President and Chief Executive Officer, to obtain and defend our
intellectual property, including patent protection for our products and
processes, preserve our trade secrets, defend and enforce our rights against
infringement and operate without infringing the proprietary rights of third
parties, both in the United States and in other countries. Despite our efforts
to protect our intellectual proprietary rights, existing copyright, trademark
and trade secret laws afford only limited protection.

      Our industry is characterized by frequent intellectual property litigation
based on allegations of infringement of intellectual property rights. Although
we are not aware of any intellectual property claims against us, we may be a
party to litigation in the future.

      WE MAY BE UNABLE TO MANAGE GROWTH

      Successful implementation of our business strategy requires us to manage
our growth. Growth could place an increasing strain on our management and
financial resources. If we fail to manage our growth effectively, our business,
financial condition or operating results could be materially harmed, and our
stock price may decline.

      RELIANCE ON VENDORS AND MANUFACTURERS

      We deal with suppliers on an order-by order basis and have no long-term
purchase contracts or other contractual assurances of continued supply or
pricing. In addition, we have no long-term contracts with our manufacturing
sources and compete with other companies for production facility capacity.
Historically, we have purchased enough inventory of products or their
substitutes to satisfy demand. However, unanticipated failure of any
manufacturer or supplier to meet our requirements or our inability to build or
obtain substitutes could force us to curtail or cease operations.

      DEPENDENCE ON CONSUMER SPENDING

      The success of the products in the Brownie's Third Lung and Brownie's Tank
Fill lines depend largely upon a number of factors related to consumer spending,
including future economic conditions affecting disposable consumer income such
as employment, business conditions, tax rates, and interest rates. In addition
our opportunities are highly dependent upon the level of consumer spending on
recreational marine accessories and dive gear, discretionary spending items.
There can be no assurance that consumer spending in general will not decline,
thereby adversely affecting our growth, net sales and profitability or that our
business will not be adversely affected by future downturns in the economy,
boating industry, or dive industry. If consumer spending on recreational marine
accessories and dive gear declines, we could be forced to curtail or cease
operations.


<PAGE>


      GOVERNMENT REGULATIONS MAY IMPACT US

      The SCUBA industry is self-regulating; therefore, Brownie's is not subject
to government industry specific regulation. Nevertheless, Brownie's strives to
be a leader in promoting safe diving practices within the industry and is at the
forefront of self-regulation through responsible diving practices. Brownie's is
subject to all regulations applicable to "for profit" companies as well as all
trade and general commerce governmental regulation. All required federal and
state permits, licenses, and bonds to operate its facility have been obtained.
There can be no assurance that our operations will not be subject to more
restrictive regulations in the future, which could force us to curtail or cease
operations.

      FUTURE ACQUISITIONS MAY DISRUPT OUR BUSINESS AND DEPLETE OUR FINANCIAL
RESOURCES

      Any future acquisitions we make could disrupt our business and seriously
harm our financial condition. We intend to pursue the acquisition of other
companies, assets and product lines that either complement or expand our
existing business. Acquisitions involve a number of special risks, including
diversion of management's attention to the assimilation of the operations and
personnel of the acquired business, potential adverse short-term effects on
operating results and amortization of acquired intangible assets. Moreover,
there can be no assurance that we will find attractive acquisition candidates,
that acquisitions can be consummated on acceptable terms or that any acquired
companies can be integrated successfully into our operations. At this time we
are not currently engaged in any negotiations concerning acquisition which would
be material to our business.

      BAD WEATHER CONDITIONS COULD HAVE AN ADVERSE EFFECT ON OPERATING RESULTS

      Our business is significantly impacted by weather patterns. Unseasonably
cool weather, extraordinary amounts of rainfall, or unseasonably rough surf, may
decrease boat use and diving, thereby decreasing sales. Accordingly, our results
of operations for any prior period may not be indicative of results of any
future period.

      OUR STANDBY EQUITY DISTRIBUTION AGREEMENT COULD HAVE AN ADVERSE EFFECT ON
OUR ABILITY TO MAKE ACQUISITIONS WITH OUR COMMON STOCK

      We cannot predict the actual number of shares of common stock that will be
issued pursuant to our Standby Equity Distribution Agreement, in part, because
the purchase price of the shares will fluctuate based on prevailing market
conditions and we have not determined the total amount of advances we intend to
draw. It may be necessary for our shareholders to approve an increase in our
authorized common stock for us to register additional shares of common stock in
order to have sufficient authorized shares available to make acquisitions using
our common stock. As we issue shares of common stock pursuant to the Standby
Equity Distribution Agreement, we may not have sufficient shares of our common
stock available to successfully attract and consummate future acquisitions.

      INVESTORS SHOULD NOT RELY ON AN INVESTMENT IN OUR STOCK FOR THE PAYMENT OF
CASH DIVIDENDS

      We have not paid any cash dividends on our capital stock and we do not
anticipate paying cash dividends in the future. Investors should not make an
investment in our common stock if they require dividend income. Any return on an
investment in our common stock will be as a result of any appreciation, if any,
in our stock price.


<PAGE>


      THE MANUFACTURE AND DISTRIBUTION OF RECREATIONAL DIVING EQUIPMENT COULD
RESULT IN PRODUCT LIABILITY CLAIMS

      We, like any other retailer, distributor and manufacturer of products that
are designed for recreational sporting purposes, face an inherent risk of
exposure to product liability claims in the event that the use of our products
results in injury. Such claims may include, among other things, that our
products are designed and/or manufactured improperly or fail to include adequate
instructions as to proper use and/or side effects, if any. We do not anticipate
obtaining contractual indemnification from parties-supplying raw materials,
manufacturing our products or marketing our products. In any event, any such
indemnification if obtained will be limited by our terms and, as a practical
matter, to the creditworthiness of the indemnifying party. We carry product
liability insurance with the limits $1,000,000 per occurrence and $2,000,000 in
the aggregate. In the event that we do not have adequate insurance or
contractual indemnification, product liabilities relating to defective products
could have a material adverse effect on our operations and financial conditions,
which could force us to curtail or cease our business operations.


ITEM 3. CONTROLS AND PROCEDURES

(A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's Principal Executive Officer/Principal Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer/Principal
Accounting Officer has concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level as of the
of period covered.


(B)   CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

      In connection with the evaluation of the Company's internal controls
during the Company's last fiscal quarter, the Company's Principal Executive
Officer/Principal Financial Officer has determined that there are no changes to
the Company's internal controls over financial reporting that has materially
affected, or is reasonably likely to materially effect, the Company's internal
controls over financial reporting.


<PAGE>


                                     PART II


ITEM 1. LEGAL PROCEEDINGS

      The following legal proceedings pertain to Trebor Industries, Inc., which
became a wholly-owned subsidiary on March 23, 2004 pursuant to the Share
Exchange Agreement among United, Trebor Industries, Inc. and Robert Carmichael:

1.    Case No.: 04 CV 3546 (RJH)(DF): Ocean Managmenet Systems, Inc..,
      Plaintiff,

v. Trebor Industries, Inc. d/b/a Halcyon; Halcyon Manufacturing Inc.; Global
Underwater Explorers, Inc.; Jarrod Jablonski and Robert Carmichael, Defendants.

      This lawsuit alleges that an action by Halcyon violates a settlement
agreement between Trebor Industries, Inc. and Ocean Management Systems, Inc. As
Halcyon and Trebor Industries, Inc. are separate companies with independent
management, it is the opinion of Trebor that this action does not pertain to
them. United plans to actively seek dismissal from this case.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a)    None.

      (b)    None.

      (c)    On March 23, 2004, United issued 95,000,000 shares of restricted
common stock to Robert Carmichael in connection with a Share Exchange Agreement
among United, Mr. Carmichael and Trebor Industries, Inc., d/b/a/ Brownie's Third
Lung, a Florida corporation. Pursuant to the Share Exchange Agreement, Mr.
Carmichael, the sole shareholder of Trebor, exchanged 377 shares of common stock
of Trebor, which constituted all of the issued and outstanding capital stock of
Trebor, for 95,000,000 shares of common stock of United. Pursuant to the Share
Exchange Agreement, Trebor became a wholly-owned subsidiary of United.

      On April 2, 2004, we issued 2,416,667 shares of our common stock to
Cornell Capital Partners, L.P. as a commitment fee pursuant to the Standby
Equity Distribution Agreement, dated April 2, 2004, by and between United and
Cornell Capital Partners.

      On April 2, 2004, we issued 83,333 shares of our common stock to Newbridge
Securities Corporation as a placement agent fee in connection with the Standby
Equity Distribution Agreement, dated April 2, 2004 by and between United and
Cornell Capital Partners.

      As of April 2, 2004, we issued a Secured Convertible Debenture to Cornell
Capital Partners in the principal amount of $250,000. The convertible debenture
is convertible into shares of our common stock as a price per share that is
equal to the lesser of: (i) an amount equal to 120% of the closing bid price of
our common stock as of the date of the convertible debenture or (ii) an amount
equal to 80% of the average of the lowest daily volume weighted average price of
our common stock for the five trading days immediately preceding the conversion
date. The convertible debenture accrues interest at a rate of 5% per year and is
convertible at the holder's option. The convertible debenture has a term of two
(2) years and is secured by all the assets of United. At United's option, the
convertible debenture may be paid in cash or converted into shares of our common
stock unless converted earlier by the holder. Except after an event of default,
as set forth in the Secured Convertible Debenture Cornell Capital Partners is
not entitled to convert such debenture for a number of shares of common stock of
United in excess of that number of shares which, upon giving effect to the
debentures if such conversion would cause the aggregate number of shares of
common stock beneficially held by such holder and its affiliated to exceed 4.99%
of the outstanding shares of common stock of United. United has the right to
redeem with fifteen (15) business days advance notice, a portion or all of the
outstanding convertible debenture. The redemption price shall be one hundred
twenty percent (120%) of the redeemed amount plus accrued interest. In addition,
if United avails itself of the redemption right, United shall, concurrent with
the redemption, issue warrants to the holder at a rate of 50,000 per $100,000
redeemed, pro-rata. The exercise price of the warrants shall be 120% of the
closing bid price of United's common stock on the closing date. The warrants
shall have "piggy-back" and demand registration rights and shall survive for two
(2) years from the closing date.

      On July 23, 2004, United issued a second Secured Convertible Debenture for
the term of two (2) years in the principal amount of $125,000. The terms and
conditions of the second debenture are the same as those for the Secured
Convertible Debenture in the principal amount of $250,000 issued to Cornell
Capital Partners on April 2, 2004 as described above.

      On April 14, 2004, United issued 500,000 shares to Earl Ingarfield in
connection with a consulting agreement dated January 15, 2004. The Company
recorded this as a consulting fee in the amount of $10,000.


<PAGE>


      United believes that all transactions were transactions not involving any
public offering within the meaning of Section 4(2) of the Securities Act of
1933, since (a) each of the transactions involved the offering of such
securities to a substantially limited number of persons; (b) each person took
the securities as an investment for his own account and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration statement on the applicable form under the
Act; (d) each person had knowledge and experience in business and financial
matters to understand the merits and risk of the investment; therefore no
registration statement need be in effect prior to such issuances.

      (d)    None.


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

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

3.1              Articles of Incorporation                          Incorporated by reference to Exhibit 3.05 to
                                                                    United Companies Corporation's Amendment No. 1
                                                                    to Form S-4 filed June 24, 2002

3.2              Bylaws                                             Incorporated by reference to Exhibit 3.04 to
                                                                    the Registration Statement on Form 10-SB

10.1             Share Exchange Agreement, dated March 23, 2004     Incorporated by reference to Exhibit 16.1 to
                 by and among United, Trebor Industries, Inc. and   Current Report on From 8-K filed April 9, 2004
                 Robert Carmichael

10.2             Securities Purchase Agreement, dated April 2,      Incorporated by reference to Exhibit 10.2 to
                 2004 by and between United and Cornell Capital     United Companies Corporation's Registration
                 Partners, L.P.                                     Statement on Form SB-2 filed July 16, 2004

10.3             Investor Registration Rights Agreement, dated      Incorporated by reference to Exhibit 10.3 to
                 April 2, 2004 by and between United and Cornell    United Companies Corporation's Registration
                 Capital Partners, L.P.                             Statement on Form SB filed July 16, 2004

10.4             Security Agreement, dated April 2, 2004 by and     Incorporated by reference to Exhibit 10.4 to
                 between United and Cornell Capital Partners, L.P.  United Companies Corporation's Registration
                                                                    Statement on Form SB filed July 16, 2004


<PAGE>

<CAPTION>

EXHIBIT NO.      DESCRIPTION                                        LOCATION
-----------      ----------------------------------------------     ---------------------------------------------------------
<S>              <C>                                                <C>


10.5             Irrevocable Transfer Agent Instructions, dated     Incorporated by reference to Exhibit 10.5 to
                 April 2, 2004, by and among United, Cornell        United Companies Corporation's Registration
                 Capital Partners, L.P. and First American Stock    Statement on Form SB filed July 16, 2004
                 Transfer

10.6             Escrow Agreement, dated April 2, 2004 by and       Incorporated by reference to Exhibit 10.6 to
                 among United, Cornell Capital Partners, L.P. and   United Companies Corporation's Registration
                 Butler Gonzalez, LP                                Statement on Form SB filed July 16, 2004

10.7             Form of Secured Convertible Debenture              Incorporated by reference to Exhibit 10.7 to
                                                                    United Companies Corporation's Registration
                                                                    Statement on Form SB filed July 16, 2004

10.8             Form of Warrant                                    Incorporated by reference to Exhibit 10.8 to
                                                                    United Companies Corporation's Registration
                                                                    Statement on Form SB filed July 16, 2004

10.9             Standby Equity Distribution Agreement, dated       Incorporated by reference to Exhibit 10.9 to
                 April 2, 2004 by and between United and Cornell    United Companies Corporation's Registration
                 Capital Partners, L.P.                             Statement on Form SB filed July 16, 2004

10.10            Registration Rights Agreement, dated April 2,      Incorporated by reference to Exhibit 10.10 to
                 2004 by and between United and Cornell Capital     United Companies Corporation's Registration
                 Partners, L.P.                                     Statement on Form SB filed July 16, 2004

10.11            Escrow Agreement, dated April 2, 2004 by and       Incorporated by reference to Exhibit 10.11 to
                 among United, Cornell Capital Partners, L.P. and   United Companies Corporation's Registration
                 Butler Gonzalez, LP                                Statement on Form SB filed July 16, 2004

10.12            Placement Agent Agreement, dated April 2, 2004,    Incorporated by reference to Exhibit 10.12 to
                 by and among United, Cornell Capital Partners,     United Companies Corporation's Registration
                 L.P. and Newbridge Securities Corporation          Statement on Form SB filed July 16, 2004

10.13            Irrevocable Transfer Agent Instructions, dated     Incorporated by reference to Exhibit 10.13 to
                 April 2, 2004 by and among United, Cornell         United Companies Corporation's Registration
                 Capital Partners, L.P. and First American Stock    Statement on Form SB filed July 16, 2004
                 Transfer
</TABLE>

      (B)    REPORTS ON FORM 8-K.

None.


<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:    November 12, 2004       UNITED COMPANIES CORPORATION

                                  By:  /S/ Robert M. Carmichael
                                     -------------------------------------------
                                           Robert M. Carmichael
                                           President, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer