**U.S.      SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,      DC 20549**

**FORM      10-QSB**

**March      31, 2007**

**Commission      File No. 000-28321**

**United      Companies Corporation**

| **Nevada**                                                                    | **88-0374969**                                      |
|-------------------------------------------------------------------------------|-----------------------------------------------------|
| (State                or Other Jurisdiction of Incorporation or Organization) | (I.R.S.                Employer Identification No.) |
|                                                                          |                                                |
| **940                N.W. 1****st****Street, Fort Lauderdale, Florida**       | **33311**                                           |
| (Address                of Principal Executive Offices)                       | (Zip                Code)                           |
|                                                                          |                                                |

| (954)                462-5570                                                        |
|--------------------------------------------------------------------------------------|
| (Issuer’s                Telephone Number, Including Area                Code) |

----

**PART      I**

**ITEM        1.**
**FINANCIAL        STATEMENTS**

**Financial      Information**

| ASSETS                                                                               |   |   |       |
|--------------------------------------------------------------------------------------|--------|--------|------------|
|                                                                                 |   |   |       |
| Current                  assets                                                      |   |   |       |
| Cash                  and equivalents                                                |   | $      | 72,511     |   |
| Accounts                  receivable, net of $32,000 allowance for doubtful accounts |   |   | 139,563    |   |
| Inventory                                                                            |   |   | 611,362    |   |
| Prepaid                  expense and other current assets                            |   |   | 103,597    |   |
| Net                  deferred tax asset - current                                    |   |   | 23,571     |   |
| Total                  current assets                                           |   |   | 950,604    |   |
|                                                                                 |   |   |       |   |
| Property,                  plant and equipment, net                                  |   |   | 1,240,120  |   |
|                                                                                 |   |   |       |   |
| Other                  assets                                                        |   |   |       |   |
| Deferred                  tax asset - non-current                                    |   |   | 21,319     |   |
| Other                  assets                                                        |   |   | 6,968      |   |
| Total                  other assets                                             |   |   | 28,287     |   |
|                                                                                 |   |   |       |   |
| Total                  assets                                                        |   | $      | 2,219,011  |   |
|                                                                                 |   |   |       |   |
| LIABILITIES                  AND STOCKHOLDERS' DEFICIT                               |   |   |       |   |
|                                                                                 |   |   |       |   |
| Current                  liabilities                                                 |   |   |       |   |
| Accounts                  payable and accrued liabilities                            |   | $      | 345,013    |   |
| Customer                  deposits                                                   |   |   | 70,758     |   |
| Loan                  payable                                                        |   |   | 266,000    |   |
| On-                  line training liability                                         |   |   | 41,800     |   |
| Royalties                  payable - related party                                   |   |   | 23,401     |   |
| Income                  taxes payable                                                |   |   | 18,386     |   |
| Notes                  payable - current portion                                     |   |   | 47,977     |   |
| Notes                  payable - related parties - current portion                   |   |   | 65,284     |   |
| Total                  current liabilities                                      |   |   | 878,619    |   |
|                                                                                 |   |   |       |   |
| Long-term                  liabilities                                               |   |   |       |   |
| Notes                  payable - long-term portion                                   |   |   | 959,535    |   |
| Notes                  payable - related parties - long-term portion                 |   |   | 657,592    |   |
| Total                  long-term liabilities                                    |   |   | 1,617,127  |   |
|                                                                                 |   |   |       |   |
| Total                  liabilities                                                   |   |   | 2,495,746  |   |
|                                                                                 |   |   |       |   |
| Commitments                  and contingencies                                       |   |   |       |   |
|                                                                                 |   |   |       |   |
| Stockholders'                  deficit                                               |   |   |       |   |
| Common                  stock; $0.001 par value; 250,000,000 shares authorized       |   |   |       |   |
| 160,131,722                  shares issued and outstanding                           |   |   | 160,132    |   |
| Additional                  paid-in capital                                          |   |   | 681,219    |   |
| Accumulated                  deficit                                                 |   |   | (1,118,086 | ) |
| Total                  stockholders' deficit                                    |   |   | (276,735   | ) |
|                                                                                 |   |   |       |   |
| Total                  liabilities and stockholders' deficit                         |   | $      | 2,219,011  |   |

----

|                                                                                     |   | Three                    Months Ended March 31, |        |
|------------------------------------------------------------------------------------------|--------|-------------------------------------------------|-------------|
|                                                                                     |   | 2007                                            |        | 2006 |   |
|                                                                                     |   |                                            |        |   |   |
| Net                    revenues                                                          |   | $                                               | 879,257     |   | $ | 702,738 |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Cost                    of net revenues                                                  |   |                                            | 585,851     |   |   | 436,680 |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Gross                    profit                                                     |   |                                            | 293,406     |   |   | 266,058 |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Operating                    expenses                                                    |   |                                            |        |   |   |   |   |
| Research                    and development costs                                   |   |                                            | 323         |   |   | 2,841 |   |
| Selling,                    general and administrative                              |   |                                            | 251,248     |   |   | 248,395 |   |
| Total                    operating expenses                                              |   |                                            | 251,571     |   |   | 251,236 |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Income                    from operations                                           |   |                                            | 41,835      |   |   | 14,822 |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Other                    (income) expense                                                |   |                                            |        |   |   |   |   |
| Other                    (income) expense                                           |   |                                            | (10,766     | ) |   | 4,307 |   |
| Interest                    expense                                                 |   |                                            | 22,222      |   |   | 20,042 |   |
| Total                    other (income) expenses                                         |   |                                            | 11,456      |   |   | 24,349 |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Net                    income (loss) before provision for income taxes                   |   |                                            | 30,379      |   |   | (9,527 | ) |
|                                                                                     |   |                                            |        |   |   |   |   |
| Provision                    for income tax expense                                      |   |                                            | 7,357       |   |   | — |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Net                    income (loss)                                                     |   | $                                               | 23,022      |   | $ | (9,527 | ) |
|                                                                                     |   |                                            |        |   |   |   |   |
| Basic                    loss per common share                                           |   | $                                               | 0.00        |   | $ | (0.00 | ) |
| Diluted                    loss per common share                                         |   | $                                               | 0.00        |   | $ | (0.00 | ) |
|                                                                                     |   |                                            |        |   |   |   |   |
| Basic                    weighted average common                                         |   |                                            |        |   |   |   |   |
| shares                    outstanding                                               |   |                                            | 157,514,700 |   |   | 142,234,566 |   |
|                                                                                     |   |                                            |        |   |   |   |   |
| Diluted                    weighted average common shares                    outstanding |   |                                            | 175,254,470 |   |   | 142,234,566 |   |

----

|                                                           |   |                            |        |    |   | Additional  |   |          |    | Total   |   |
|----------------------------------------------------------------|--------|---------------------------------|-------------|---------|--------|-------------|--------|---------------|---------|---------|--------|
|                                                           |   | Common                    Stock |        | Paid-in |   | Accumulated |   | Stockholders' |    |
|                                                           |   | Shares                          |        | Amount  |   | Capital     |   | Deficit       |    | Deficit |   |
|                                                           |   |                            |        |    |   |        |   |          |    |    |   |
| Balance,                    December 31, 2006                  |   |                            | 155,687,722 |    | $      | 155,688     |   | $             | 585,663 |    | $      | (1,141,108 | ) | $ | (399,757 | ) |
|                                                           |   |                            |        |    |   |        |   |          |    |    |   |   |   |   |   |   |
| Issuance                    of common stock as part of         |   |                            |        |    |   |        |   |          |    |    |   |   |   |   |   |   |
| February                    22, 2007 purchase of real property |   |                            | 4,444,000   |    |   | 4,444       |   |          | 95,556  |    |   | — |   |   | 100,000 |   |
|                                                           |   |                            |        |    |   |        |   |          |    |    |   |   |   |   |   |   |
| Net                    Income                                  |   |                            | —     |    |   | —     |   |          | — |    |   | 23,022 |   |   | 23,022 |   |
|                                                           |   |                            |        |    |   |        |   |          |    |    |   |   |   |   |   |   |
|                                                           |   |                            |        |    |   |        |   |          |    |    |   |   |   |   |   |   |
| Balance,                    March 31, 2007 (Unaudited)         |   |                            | 160,131,722 |    | $      | 160,132     |   | $             | 681,219 |    | $      | (1,118,086 | ) | $ | (276,735 | ) |

----

|                                                                                                         |   | Three                    Months Ended March 31, |       |
|--------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|------------|
|                                                                                                         |   | 2007                                            |       | 2006 |   |
|                                                                                                         |   |                                            |       |   |   |
| Cash                    flows from operating activities:                                                     |   |                                            |       |   |   |   |   |
| Net                    income (loss)                                                                         |   | $                                               | 23,022     |   | $ | (9,527 | ) |
| Adjustments                    to reconcile net income (loss) to net                                         |   |                                            |       |   |   |   |   |
| cash                    used in operating activities:                                                        |   |                                            |       |   |   |   |   |
| Depreciation                    and amortization                                                             |   |                                            | 8,628      |   |   | 4,491 |   |
| Changes                    in operating assets and liabilities:                                              |   |                                            |       |   |   |   |   |
| Change                    in accounts receivable, net                                                   |   |                                            | (76,806    | ) |   | (77,357 | ) |
| Change                    in inventory                                                                  |   |                                            | (29,933    | ) |   | (13,505 | ) |
| Change                    in prepaid expenses and other current assets                                  |   |                                            | (42,157    | ) |   | (16,085 | ) |
| Change                    in other assets                                                               |   |                                            | —    |   |   | 5,928 |   |
| Change                    in accounts payable and accrued liabilities                                   |   |                                            | 11,914     |   |   | 84,846 |   |
| Change                    in customer deposits                                                          |   |                                            | (12,683    | ) |   | (37,878 | ) |
| Change                    in income taxes payable                                                       |   |                                            | 7,357      |   |   | — |   |
| Change                    lease payable - related party                                                 |   |                                            | —    |   |   | 11,475 |   |
| Change                    in royalties payable - related parties                                        |   |                                            | 14,950     |   |   | 7,975 |   |
| Change                    in other liabilities                                                          |   |                                            | (1,360     | ) |   | 4,312 |   |
|  Net                    cash used in operating activities                                               |   |                                            | (97,068    | ) |   | (35,325 | ) |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Cash                    flows from investing activities:                                                     |   |                                            |       |   |   |   |   |
| Purchase                    of property, plant and equipment                                                 |   |                                            | (1,118,362 | ) |   | — |   |
|  Net                    cash used in investing activities                                               |   |                                            | (1,118,362 | ) |   | — |   |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Cash                    flows from financing activities:                                                     |   |                                            |       |   |   |   |   |
| Proceeds                    from borrowings on notes payable - related parties                               |   |                                            | 100,000    |   |   | — |   |
| Proceeds                    from borrowings on notes payable                                                 |   |                                            | 1,000,000  |   |   | — |   |
| Principal                    payments on notes payable                                                       |   |                                            | (5,793     | ) |   | (2,438 | ) |
| Principal                    payments on notes payable related parties                                       |   |                                            | (14,453    | ) |   | (6,708 | ) |
|  Net                    cash provided (used) by financing activities                                    |   |                                            | 1,079,754  |   |   | (9,146 | ) |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Net                    change in cash                                                                        |   |                                            | (135,676   | ) |   | (44,471 | ) |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Cash                    and equivalents, beginning of period                                                 |   |                                            | 208,187    |   |   | 30,345 |   |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Cash                    and equivalents, end of period                                                       |   | $                                               | 72,511     |   | $ | (14,126 | ) |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Supplemental                    disclosure of cash flow information:                                         |   |                                            |       |   |   |   |   |
| Cash                    paid for interest                                                                    |   | $                                               | 9,521      |   | $ | 5,681 |   |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Cash                    paid for taxes                                                                       |   | $                                               | —    |   | $ | — |   |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Supplemental                    disclosure of non-cash investing activities                                  |   |                                            |       |   |   |   |   |
| Common                    stock issued toward real property purchase on February 21,                    2007 |   | $                                               | 100,000    |   | $ | 30,000 |   |
|                                                                                                         |   |                                            |       |   |   |   |   |
| Supplemental                    disclosure of non-cash financing activities                                  |   |                                            |       |   |   |   |   |
| Conversion                    of Secured Convertible Debenture into Stock as                                 |   |                                            |       |   |   |   |   |
| provided                    in Stock Purchase Agreement                                                 |   | $                                               | —    |   | $ | 30,000 |   |
| Amortization                    of commitment fees related to Standby Equity                                 |   |                                            |       |   |   |   |   |
| Distribution                    Agreement                                                               |   | $                                               | —    |   | $ | 35,753 |   |

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| 1. | DESCRIPTION                  OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING                  POLICIES |
|----|----------------------------------------------------------------------------------------------------------|

----

| 1. | DESCRIPTION                  OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES                  (continued) |
|----|-----------------------------------------------------------------------------------------------------------|

----

| 1. | DESCRIPTION                  OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES                  (continued) |
|----|-----------------------------------------------------------------------------------------------------------|

----

| 2. | INVENTORY |
|----|-----------|

| Raw                    materials   |   | $      | 283,809 |   |
|------------------------------------|--------|--------|---------|--------|
| Work                    in process |   |   | — |   |
| Finished                    goods  |   |   | 327,553 |   |
|                               |   |   |    |   |
|                               |   | $      | 611,362 |   |

| 3. | PREPAID                  EXPENSE AND OTHER CURRENT                  ASSETS |
|----|----------------------------------------------------------------------------|

| 4. | PROPERTY,                  PLANT AND EQUIPMENT |
|----|------------------------------------------------|

| Building                    and Land                               |   | $      | 1,218,362 |   |
|--------------------------------------------------------------------|--------|--------|-----------|--------|
| Furniture,                    vehicles, and equipment              |   |   | 221,534   |   |
| Leasehold                    improvements                          |   |   | 7,000     |   |
|                                                               |   |   | 1,446,896 |   |
| Less:                    accumulated depreciation and amortization |   |   | (206,776  | )      |
|                                                               |   |   |      |   |
|                                                               |   | $      | 1,240,120 |   |

| 5. | CUSTOMER                  CREDIT CONCENTRATIONS |
|----|-------------------------------------------------|

----

| 6. | RELATED                  PARTY TRANSACTIONS |
|----|---------------------------------------------|

| Promissory                    note payable to the Chief Executive Officer of the Company, secured                    by                    Company assets, bearing interest at 10% per annum, due in monthly                    principal and interest payments of $6,047, maturing on January                    15,                    2016,                                          |   | $      | 422,327 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |
| Promissory                    note payable to an entity owned by the Company’s Chief Executive Officer,                    940 Associates, Inc., secured by Company assets, bearing interest                    at 10%                    per annum, due in monthly principal and interest payments of                    $2,861,                    maturing on January 1, 2016. |   |   | 201,946 |   |
|                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |
| Promissory                    note payable due an entity in which the Company’s Chief Executive Officer                    has a financial interest, GKR Associates, Inc., secured by Building,                    bearing 0% interest per annum, due in monthly principal and interest                    payments of $2,292, maturing on February 15, 2007.                     |   |   | 98,603  |   |
|                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |
|                                                                                                                                                                                                                                                                                                                                                                                    |   |   | 722,876 |   |
|                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |
| Less                    amounts due within one year                                                                                                                                                                                                                                                                                                                                     |   |   | 65,284  |   |
|                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |
| Long-term                    portion of notes payable - related parties                                                                                                                                                                                                                                                                                                                 |   | $      | 657,592 |   |

| 2007       |   | $      | 48,703  |   |
|------------|--------|--------|---------|--------|
| 2008       |   |   | 68,661  |   |
| 2009       |   |   | 75,254  |   |
| 2010       |   |   | 82,494  |   |
| 2011       |   |   | 90,446  |   |
| Thereafter |   |   | 357,318 |   |
|       |   |   |    |   |
|       |   | $      | 722,876 |   |

----

| 6. |   | RELATED                    PARTY TRANSACTIONS                    (continued) |
|----|--------|------------------------------------------------------------------------------|

| 7. | ACCOUNTS                  PAYABLE AND ACCRUED LIABILITIES |
|----|-----------------------------------------------------------|

| 8. | LOAN                  PAYABLE |
|----|-------------------------------|

| 9. | ON-LINE                  TRAINING LIABILITY |
|----|---------------------------------------------|

----

| 10. | NOTES                  PAYABLE |
|-----|--------------------------------|

| Promissory                    note payable secured by a vehicle of the Company having a carrying                    value                    of $2,594 at March, 31, 2007, bearing interest at 10.16% per                    annum, due in                    monthly principal and interest payments of $553, maturing on                    October 28,                    2007.         |   | $      | 3,745     |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-----------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                       |   |   |      |   |
| Promissory                    note payable secured by a vehicle of the Company having a carrying                    value                    of $6,805 at March 31, 2007, bearing no interest, due in monthly                    principal                    and interest payments of $349, maturing on November 14,                    2008.                                             |   |   | 6,979     |   |
|                                                                                                                                                                                                                                                                                                                                                                                       |   |   |      |   |
| Promissory                    note payable secured by real property of the Company having a                    carrying                    value of $1,196,795 at March 31, 2007, bearing interest at 6.99%                    per                    annum, due in monthly principal and interest payments of $9,038,                    maturing                    on January 22, 2022. |   |   | 996,788   |   |
|                                                                                                                                                                                                                                                                                                                                                                                       |   |   |      |   |
|                                                                                                                                                                                                                                                                                                                                                                                       |   |   | 1,007,512 |   |
|                                                                                                                                                                                                                                                                                                                                                                                       |   |   |      |   |
| Less                    amounts due within one year:                                                                                                                                                                                                                                                                                                                                       |   |   | 47,977    |   |
|                                                                                                                                                                                                                                                                                                                                                                                       |   |   |      |   |
| Long-term                    portion of notes payable                                                                                                                                                                                                                                                                                                                                      |   | $      | 959,535   |   |

| 2007       |   | $      | 37,703    |   |
|------------|--------|--------|-----------|--------|
| 2008       |   |   | 44,985    |   |
| 2009       |   |   | 45,238    |   |
| 2010       |   |   | 48,504    |   |
| 2011       |   |   | 52,006    |   |
| Thereafter |   |   | 779,076   |   |
|       |   |   |      |   |
|       |   | $      | 1,007,512 |   |

----

| 11. | STOCK                    WARRANTS |
|-----|-----------------------------------|

| 12. | INCOME                  TAXES |
|-----|-------------------------------|

|                                              |   | 2007   |    | 2006   |   |
|---------------------------------------------------|--------|--------|---------|--------|--------|
| Current:                                          |   |   |    |   |   |
| Federal                                           |   | $      | 5,686   |   |   | — |   |
| State                                             |   |   | 1,671   |   |   | — |   |
|                                              |   |   |    |   |   |   |   |
| Deferred:                                         |   |   |    |   |   |   |   |
| Federal                                           |   |   | — |   |   | — |   |
| State                                             |   |   | — |   |   | — |   |
| Provision                  for income tax expense |   | $      | 7,357   |   |   | — |   |

----

| 12. | INCOME                  TAXES (continued) |
|-----|-------------------------------------------|

| Deferred                    tax assets:                           |   |   |    |
|-------------------------------------------------------------------|--------|--------|---------|
| Stock                    warrants                                 |   | $      | 67,539  |   |
| Allowance                    for doubtful accounts                |   |   | 7,140   |   |
| Other                                                             |   |   | 7,956   |   |
| Total                    deferred tax assets                      |   |   | 82,635  |   |
| Valuation                    allowance                            |   |   | (28,940 | ) |
|                                                              |   |   |    |   |
| Deferred                    tax assets net of valuation allowance |   |   | 53,695  |   |
| Less:                    deferred tax asset - non-current         |   |   | (21,319 | ) |
|                                                              |   |   |    |   |
| Deferred                    tax asset - current                   |   |   | 32,376  |   |
|                                                              |   |   |    |   |
| Deferred                    tax liability:                        |   |   |    |   |
| On-line                    training reserve                       |   |   | (8,805  | ) |
|                                                              |   |   |    |   |
| Net                    deferred tax assets - current              |   | $      | 23,571  |   |

----

**Introductory      Statements**

**Overview**

**Results      Of Operations For The Three Months Ended March 31, 2007, As Compared To The      Three Months Ended March 31, 2006**

**Net      revenues**

**Cost      of net revenues**

**Gross      profit.**

----

**Operating      expenses**

**Other      (income) expenses**

**Provision      for income tax expense**

**Net      income (loss) before provision for income taxes. **

**Net      Income. **

**Liquidity      And Capital Resources**

**Certain      Business Risks**

*The      Company is subject to various risks, which may materially harm its business,      financial condition and results of operations. You should carefully consider      the      risks and uncertainties described below and the other information in this filing      before deciding to purchase the Company’s common stock. These are not the only      risks and uncertainties that the Company faces. If any of these risks or      uncertainties actually occur, the Company’s business, financial condition or      operating results could be materially harmed. In that case, the trading price      of      the Company’s common stock could decline and you could lose all or part of your      investment.*

***Our      Common Stock May Be Affected By Limited Trading Volume And May Fluctuate      Significantly***

----

***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***

***We      Depend On The Services Of Our Chief Executive Officer***

***We      Require Additional Personnel And Could Fail To Attract Or Retain Key      Personnel***

***Our      Failure To Obtain Intellectual Property And Enforce Protection Would Have A      Material Adverse Effect On Our Business***

***We      May Be Unable To Manage Growth***

----

***Reliance      On Vendors And Manufacturers***

***Dependence      On Consumer Spending***

***Government      Regulations May Impact Us***

***Bad      Weather Conditions Could Have An Adverse Effect On Operating      Results***

***Investors      Should Not Rely On An Investment In Our Stock For The Payment Of Cash      Dividends***

***The      Manufacture And Distribution Of Recreational Diving Equipment Could Result      In      Product Liability Claims***

**-**
**,      **

----

**ITEM        3.**
**CONTROLS        AND        PROCEDURES**

**Evaluation      Of Disclosure Controls And Procedures**

**Changes      In Internal Controls **

----

**PART      II**

**ITEM        1.**
**LEGAL        PROCEEDINGS**

**ITEM        2.**
**UNREGISTERED        SALES        OF        EQUITY        SECURITIES**

**COMMON        STOCK**

**ITEM        3.**
**DEFAULTS        UPON        SENIOR        SECURITIES**

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

**ITEM        5.**
**OTHER        INFORMATION**

----

**ITEM        6. EXHIBITS**

| **EXHIBITS                  NO.** |   | **DESCRIPTION**                                                                                                                                                                                                         |   | **LOCATION**                                                                                                                                                                                      |
|-----------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.2                               |   | Merger                  Agreement, dated June 18, 2002 by and among United Companies Corporation,                  Merger Co., Inc. and Avid Sportswear & Golf Corp.                                                |   | Incorporated                  by reference to Exhibit 2.02 to Avid Sportswear & Golf Corp.’s                  Amendment No. 1 to Form S-4 filed June 24, 2002                           |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 2.3                               |   | Articles                  of Merger of Avid Sportswear & Golf Corp. with and into Merger Co.,                  Inc.                                                                                                 |   | Incorporated                  by reference to Exhibit 2.03 to 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 by and among United, Trebor                  Industries, Inc. and Robert Carmichael                                                                     |   | Incorporated                  by reference to Exhibit 16.1 to Current Report on From 8-K filed                  April 9,                  2004                                                    |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 10.2                              |   | Securities                  Purchase Agreement, dated April 2, 2004 by and between United and                  Cornell                  Capital Partners, L.P.                                                          |   | Incorporated                  by reference to Exhibit 10.2 to United Companies Corporation’s                  Registration Statement on Form SB-2 filed July 16,                  2004 |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 10.3                              |   | Investor                  Registration Rights Agreement, dated April 2, 2004 by and between                  United                  and Cornell Capital Partners, L.P.                                                 |   | Incorporated                  by reference to Exhibit 10.3 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004   |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 10.4                              |   | Security                  Agreement, dated April 2, 2004 by and between United and Cornell                  Capital                  Partners, L.P.                                                                     |   | Incorporated                  by reference to Exhibit 10.4 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004   |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 10.5                              |   | Irrevocable                  Transfer Agent Instructions, dated April 2, 2004, by and among                  United,                  Cornell Capital Partners, L.P. and First American Stock                  Transfer |   | Incorporated                  by reference to Exhibit 10.5 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004   |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 10.6                              |   | Escrow                  Agreement, dated April 2, 2004 by and among United, Cornell Capital                  Partners, L.P. and Butler Gonzalez, LP                                                                     |   | Incorporated                  by reference to Exhibit 10.6 to United Companies Corporation’s                  Registration 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 April 2, 2004 by and between                  United                  and Cornell Capital Partners, L.P.                                                  |   | Incorporated                  by reference to Exhibit 10.9 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004   |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 10.10                             |   | Registration                  Rights Agreement, dated April 2, 2004 by and between United and                  Cornell                  Capital Partners, L.P.                                                          |   | Incorporated                  by reference to Exhibit 10.10 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004  |
|                              |   |                                                                                                                                                                                                                    |   |                                                                                                                                                                                              |
| 10.11                             |   | Escrow                  Agreement, dated April 2, 2004 by and among United, Cornell Capital                  Partners, L.P. and Butler Gonzalez, LP                                                                     |   | Incorporated                  by reference to Exhibit 10.11 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004  |

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| **EXHIBITS                    NO.** |   | **DESCRIPTION**                                                                                                                                                                                                                                        |   | **LOCATION**                                                                                                                                                                                                      |
|-------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.12                               |   | Placement                  Agent Agreement, dated April 2, 2004, by and among United, Cornell                  Capital                  Partners, L.P. and Newbridge Securities Corporation                                                            |   | Incorporated                  by reference to Exhibit 10.12 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004                  |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.13                               |   | Irrevocable                  Transfer Agent Instructions, dated April 2, 2004 by and among United,                  Cornell Capital Partners, L.P. and First American Stock                  Transfer                                                  |   | Incorporated                  by reference to Exhibit 10.13 to United Companies Corporation’s                  Registration Statement on Form SB filed July 16,                  2004                  |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.14                               |   | Two                  Year Consulting Agreement with Jeff Morris effective January 1,                  2005 for                  Manage-ment and Strategic Services and Warrants issued in conjunction                  with                  the same. |   | Incorporated                  by reference to Exhibit 10.14 to Current Report on Form 8-K filed                  on March                  11, 2005.                                                              |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.15                               |   | Promissory                  Note, dated February 15, 2005, principal amount of $54,998.00 payable                  to                  Robert M. Carmichael.                                                                                           |   | Incorporated                  by reference to Exhibit 10.15 to United Companies Corporation's                  10QSB for                  the quarter ended March 31, 2005 filed May 13, 2005.                    |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.16                               |   | Promissory                  Note, dated March 7, 2005, in the principal amount of $205,296.53                  payable                  to 940 Associates, Inc.                                                                                        |   | Incorporated                  by reference to Exhibit 10.16 to United Companies Corporation's                  10QSB for                  the quarter ended March 31, 2005 filed May 13, 2005.                    |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.17                               |   | Promissory                  Note, dated March 7, 2005, in the principal amount of $447,111.13                  payable                  to Robert M. Carmichael.                                                                                       |   | Incorporated                  by reference to Exhibit 10.17 to United Companies Corporation's                  10QSB for                  the quarter ended March 31, 2005 filed May 13, 2005.                    |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.18                               |   | Non-Exclusive                  License Agreement - BC Keel Trademark                                                                                                                                                                                   |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15, 2005.                  |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.19                               |   | Non-Exclusive                  License Agreement - Buoyancy Compensator (and Dive Belt) Weight                  System                                                                                                                                 |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15, 2005.                  |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.20                               |   | Exclusive                  License Agreement - Brownie's Third Lung, Brownie's Public Safety,                  Tankfill, and Related Trademarks and Copyrights                                                                                         |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15, 2005.                  |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.21                               |   | Non-Exclusive                  License Agreement - Drop Weight Dive Belt                                                                                                                                                                               |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15, 2005.                  |
|                                |   |                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                              |
| 10.22                               |   | Non-Exclusive                  License Agreement - Garment Integrated or Garment Attachable Flotation                  Aid                  and/or PFD                                                                                                 |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15,                  2005. |

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| **EXHIBITS                    NO.** |   | **DESCRIPTION**                                                                                                                                                                 |   | **LOCATION**                                                                                                                                                                                     |
|-------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.23                               |   | Non-Exclusive                  License Agreement - Inflatable Dive Marker and Collection Bag                                                                                    |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15, 2005. |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.24                               |   | Non-Exclusive                  License Agreement - SHERPA Trademark and Inflatable Flotation Aid/Signal                  Device Technology                                      |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15, 2005. |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.25                               |   | Non-Exclusive                  License Agreement - Tank- Mounted Weight, BC or PFD-Mounted Trim                  Weight or                  Trim Weight Holding System          |   | Incorporated                  by reference to Exhibit 10.18 to United Companies Corporation's                  10QSB for                  the quarter ended June 30, 2005 filed August 15, 2005. |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.26                               |   | Exclusive                  License Agreement - Brownie’s Third Lung and Related Trademarks and                  Copyright                                                 |   | Incorporated                  by reference to Exhibit 10.26 to United Companies Corporation’s 10KSB for                  the year ended December 31, 2006.                                 |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.27                               |   | Redemption                  Agreement - Cornell Capital Partner’s, LP Secured Convertible                  Debentures                                                     |   | Incorporated                  by reference to Form 8K filed on June 2, 2006                                                                                                                      |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.28                               |   | Agreement                  for Purchase and Sale of Property Between Trebor Industries, Inc.                  and GKR                  Associates, Inc. dated February 21, 2007 |   | Incorporated                  by reference to Exhibit 10.28 to United Companies Corporation’s 10KSB for                  the year ended December 31, 2006.                                 |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.29                               |   | First                  Mortgage dated February 22, 2007 between Trebor Industries, Inc.                  and                  Colonial Bank                                     |   | Incorporated                  by reference to Exhibit 10.29 to United Companies Corporation’s 10KSB for                  the year ended December 31, 2006.                                 |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.30                               |   | Note                  dated February 22, 2007 payable to GKR Associates, Inc.                                                                                                   |   | Incorporated                  by reference to Exhibit 10.30 to United Companies Corporation’s 10KSB for                  the year ended December 31, 2006.                                 |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.31                               |   | Second                  Mortgage dated February 22, 2007 between Trebor Industries, Inc.                  and GKR                  Associates, LLC                              |   | Incorporated                  by reference to Exhibit 10.31 to United Companies Corporation’s 10KSB for                  the year ended December 31, 2006.                                 |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.32                               |   | Promissory                  Note dated January 1, 2007 payable to Robert M. Carmichael                                                                                          |   | Incorporated                  by reference to Exhibit 10.32 to United Companies Corporation’s 10KSB for                  the year ended December 31, 2006.                                 |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.33                               |   | Promissory                  Note dated January 1, 2007 Payable to 940 Associates, Inc.                                                                                          |   | Incorporated                  by reference to Exhibit 10.33 to United Companies Corporation’s 10KSB for                  the year ended December 31, 2006.                                 |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.34                               |   | Compensation                  of Chief Executive Officer                                                                                                                        |   | Incorporated                  by reference to Form 8K filed on April 11, 2007.                                                                                                                   |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 10.35                               |   | Purchase                  and Sale Agreement with GKR Associates, LLC                                                                                                           |   | Incorporated                  by reference to Form 8K filed on March 23, 2007.                                                                                                                   |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 31.1                                |   | Certification                  Pursuant to Section 3.02                                                                                                                         |   | Provided                  herewith                                                                                                                                                               |
|                                |   |                                                                                                                                                                            |   |                                                                                                                                                                                             |
| 31.2                                |   | Certification                  Pursuant to Section 3.02                                                                                                                         |   | Provided                  herewith                                                                                                                                                               |

----

| **EXHIBITS                  NO.** |   | **DESCRIPTION**                                       |   | **LOCATION**                     |
|-----------------------------------|--------|-------------------------------------------------------|--------|----------------------------------|
| 32.1                              |   | Certification                Pursuant to Section 1350 |   | Provided                herewith |
|                              |   |                                                  |   |                             |
| 32.2                              |   | Certification                Pursuant to Section 1350 |   | Provided                herewith |

----

**SIGNATURES**

|                                   |                                                           |                                    |
|----------------------------------------|----------------------------------------------------------------|-----------------------------------------|
| Date: May                15, 2007 | **UNITED                COMPANIES                CORPORATION** |
|                              |                                                      |                               |
|                                        | By:                                                  | */s/ Robert              M. Carmichael* |
|                                   | Robert                M. Carmichael                            |
|                                   | President,                Chief Executive Officer,             |
|                                   | Chief                Financial Officer/                        |
|                                   | Principal                Accounting Officer                    |

----