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


**WASHINGTON,
      DC 20549**




**FORM
      10-QSB**




(MARK
      ONE)





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




For
      the
      quarterly period ended **September
      30, 2007**




o  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**




**Brownie’s
      Marine Group, Inc.**


(Name
      of
      Small Business Issuer in Its Charter)





**Nevada**
            **90-0226181**(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)**United
                Companies Corporaton**(Former
                Name, if Changed Since Last Report)




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
o




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




There
      were 1,658,357 shares of common stock outstanding as of October 28, 2007.









**PART
      I**


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


**Financial
      Information**


BROWNIE'S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 CONSOLIDATED
          BALANCE SHEET
 SEPTEMBER
          30, 2007
 (UNAUDITED)
 ASSETSCurrent
                    assetsCash
                
                $
                66,392Accounts
                    receivable, net of $35,000 allowance for doubtful accounts
                
                
                58,786Inventory
                
                
                629,523Prepaid
                    expenses and other current assets
                
                
                57,902Deferred
                    tax asset, net - current
                
                
                15,824Total
                    current assets
                
                
                828,427Property,
                    plant and equipment, net
                
                
                1,221,070Deferred
                    tax asset, net - non-current
                
                
                28,387Other
                    assets
                
                
                6,968Total
                    assets
                
                $
                2,084,852LIABILITIES
                    AND STOCKHOLDERS' DEFICITCurrent
                    liabilitiesAccounts
                    payable and accrued liabilities
                
                $
                418,217Customer
                    deposits
                
                
                31,227Royalties
                    payable - related parties
                
                
                23,300Other
                    liabilities - related parties
                
                
                110,351Other
                    liabilities
                
                
                1,852Notes
                    payable - current portion
                
                
                46,201Notes
                    payable - related parties - current portion
                
                
                69,314Total
                    current liabilities
                
                
                700,462Long-term
                    liabilitiesNotes
                    payable - long-term portion
                
                
                936,538Notes
                    payable - related parties - long-term portion
                
                
                627,422Total
                    liabilities
                
                
                2,264,422Commitments
                    and contingenciesStockholders'
                    deficitCommon
                    stock; $0.1 par value; 250,000,000 shares authorized1,658,357
                    shares issued and outstanding
                
                
                165,836Additional
                    paid-in capital
                
                
                675,515Accumulated
                    deficit
                
                
                (1,020,921
                )Total
                    stockholders' deficit
                
                
                (179,570
                )Total
                    liabilities and stockholders' deficit
                
                $
                2,084,852
 See
          Accompanying Notes to Consolidated Financial Statements
 BROWNIE'S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 CONSOLIDATED
          STATEMENTS OF OPERATIONS
 (UNAUDITED)
  Three
                    Months Ended September 30,
                
                Nine
                    Months Ended September 30,2007
                
                2006
                
                2007
                
                2006Net
                    revenues
                
                $
                850,471
                
                $
                1,098,692
                
                $
                2,653,037
                
                $
                3,175,702Cost
                    of revenues
                
                
                563,934
                
                
                778,546
                
                
                1,726,165
                
                
                2,006,033Gross
                    profit
                
                
                286,537
                
                
                320,146
                
                
                926,872
                
                
                1,169,669Operating
                    expensesResearch
                    and development costs
                
                
                1,476
                
                
                463
                
                
                3,298
                
                
                3,493Selling,
                    general and administrative
                
                
                255,440
                
                
                245,819
                
                
                760,039
                
                
                763,402Total
                    operating expenses
                
                
                256,916
                
                
                246,282
                
                
                763,337
                
                
                766,895Income
                    from operations
                
                
                29,621
                
                
                73,864
                
                
                163,535
                
                
                402,774Other
                    (income) expenseOther
                    (income) expense
                
                
                3,980
                
                
                (44,863
                )
                
                (57,706
                )
                
                (129,763
                )Interest
                    expense
                
                
                34,279
                
                
                16,376
                
                
                91,118
                
                
                55,183Total
                    other expense (income), net
                
                
                38,259
                
                
                (28,487
                )
                
                33,412
                
                
                (74,580
                )Net
                    (loss) income before provision for income taxes
                
                
                (8,638
                )
                
                102,351
                
                
                130,123
                
                
                477,354Provision
                    for income tax expense
                
                
                39,874
                
                
                153,442
                
                
                9,936
                
                
                117,335Net
                    (loss) income
                
                $
                (48,512
                )
                $
                (51,091
                )
                $
                120,187
                
                $
                360,019Basic
                    (loss) income per common share
                
                $
                (0.03
                )
                $
                (0.03
                )
                $
                0.07
                
                $
                0.00Diluted
                    (loss) income per common share
                
                $
                (0.03
                )
                $
                (0.03
                )
                $
                0.07
                
                $
                0.00Basic
                    weighted average commonshares
                    outstanding
                
                
                1,658,357
                
                
                1,556,877
                
                
                1,612,425
                
                
                1,499,486Diluted
                    weighted average commonshares
                    outstanding
                
                
                1,814,784
                
                
                1,735,449
                
                
                1,812,667
                
                
                1,628,180
  See
          Accompanying Notes to Consolidated Financial Statements
 
 BROWNIE'S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 CONSOLIDATED
          STATEMENT OF STOCKHOLDERS' DEFICIT
  Additional
                
                
                
                TotalCommon
                    Stock
                
                Paid-in
                
                Accumulated
                
                Stockholders'Shares
                
                Amount
                
                Capital
                
                Deficit
                
                DeficitBalance,
                    December 31, 2006
                
                
                1,556,877
                
                $
                155,688
                
                $
                585,663
                
                $
                (1,141,108
                )
                $
                (399,757
                )Issuance
                    of common stock as part ofFebruary
                    22, 2007 purchase of real property
                
                
                44,440
                
                
                4,444
                
                
                95,556
                
                
                —
                
                
                100,000Net
                    Income
                
                
                —
                
                
                —
                
                
                —
                
                
                23,022
                
                
                23,022Balance,
                    March 31, 2007 (Unaudited)
                
                
                1,601,317
                
                
                160,132
                
                
                681,219
                
                
                (1,118,086
                )
                
                (276,735
                )Redemption
                    of warrant for common stockpursuant
                    to warrant dated January 1, 2005
                
                
                56,894
                
                
                5,689
                
                
                (5,689
                )
                
                —
                
                
                —Net
                    Income
                
                
                —
                
                
                —
                
                
                —
                
                
                145,677
                
                
                145,677Balance,
                    June 30, 2007 (Unaudited)
                
                
                1,658,211
                
                
                165,821
                
                
                675,530
                
                
                (972,409
                )
                
                (131,058
                )Issuance
                    of common stock to roundupfractional
                    shares as part of the reverse stocksplit
                    effectuated on August 22, 2007
                
                
                146
                
                
                15
                
                
                (15
                )
                
                —
                
                
                —Net
                    Loss
                
                
                —
                
                
                —
                
                
                —
                
                
                (48,512
                )
                
                (48,512
                )Balance,
                    September 30, 2007 (Unaudited)
                
                
                1,658,357
                
                $
                165,836
                
                $
                675,515
                
                $
                (1,020,921
                )
                $
                (179,570
                )
 See
            Accompanying Notes to Consolidated Financial Statements
 
 BROWNIE'S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 (UNAUDITED)
  Nine
                    Months Ended September 30,2007
                
                2006Cash
                    flows from operating activities:Net
                    income
                
                $
                120,187
                
                $
                360,019Adjustments
                    to reconcile net income to netcash
                    (used in) provided by operating activities:Depreciation
                    and amortization
                
                
                27,679
                
                
                21,660Stock
                    based compensation
                
                
                —
                
                
                77,730Change
                    in deferred tax asset
                
                
                679
                
                
                24,206Loan
                    payable settlement loss
                
                
                777
                
                
                —Gain
                    on extinguishment of secured convertible debentures
                
                
                —
                
                
                (109,517
                )Changes
                    in operating assets and liabilities:Change
                    in accounts receivable, net
                
                
                (152,455
                )
                
                (10,703
                )Change
                    in inventory
                
                
                (48,094
                )
                
                (114,289
                )Change
                    in prepaid expenses and other current assets
                
                
                3,538
                
                
                (40,045
                )Change
                    in accounts payable and accrued liabilities
                
                
                85,118
                
                
                (151,092
                )Change
                    in lease payable - related party
                
                
                —
                
                
                (18,950
                )Change
                    in customer deposits
                
                
                (52,214
                )
                
                (55,600
                )Change
                    in billings in excess of costs and estimatedearnings
                    on uncompleted contract
                
                
                —
                
                
                38,371Change
                    in other liabilities
                
                
                (41,308
                )
                
                11,025Change
                    in income taxes payable
                
                
                (11,029
                )
                
                93,129Change
                    in royalties payable - related parties
                
                
                14,849
                
                
                (8,526
                )Net
                    cash (used in) provided by operating activities
                
                
                (52,273
                )
                
                117,418Cash
                    flows from investing activities:Purchase
                    of fixed assets
                
                
                (1,118,363
                )
                
                (4,587
                )Net
                    cash used in investing activities
                
                
                (1,118,363
                )
                
                (4,587
                )Cash
                    flows from financing activities:Proceeds
                    from borrowings on notes payable - related parties
                
                
                100,000
                
                
                —Proceeds
                    from borrowings on loan payable
                
                
                —
                
                
                266,000Proceeds
                    from borrowings on notes payable
                
                
                1,000,000
                
                
                —Principal
                    payments on notes payable - related parties
                
                
                (40,593
                )
                
                (23,517
                )Principal
                    payments on notes payable
                
                
                (30,566
                )
                
                (7,425
                )Principal
                    payments on secured convertible debentures
                
                
                —
                
                
                (210,500
                )Net
                    cash provided by financing activities
                
                
                1,028,841
                
                
                24,558Net
                    change in cash
                
                
                (141,795
                )
                
                137,389Cash,
                    beginning of period
                
                
                208,187
                
                
                30,345Cash,
                    end of period
                
                $
                66,392
                
                $
                167,734
 See
            Accompanying Notes to Consolidated Financial Statements
 BROWNIE'S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Nine
                    Months Ended September 30,2007
                
                2006Supplemental
                    disclosure of cash flow information:Cash
                    paid for interest
                
                $
                56,840
                
                $
                87,300Cash
                    paid for income taxes
                
                $
                6,237
                
                $
                —Supplemental
                    disclosure of non-cash investing activitiesCommon
                    stock issued toward real property purchase onFebruary
                    21, 2007
                
                $
                100,000
                
                $
                —Supplemental
                    disclosure of non-cash financing activitiesConversion
                    of Convertible Debenture into Stock as providedin
                    Stock Purchase Agreement
                
                $
                —
                
                $
                89,110Redemption
                    of warrant for common stock pursuant towarrant
                    dated Janaury 1, 2005
                
                $
                5,689
                
                $
                —Amortization
                    of loan fees related to Standby EquityDistribution
                    Agreement
                
                $
                —
                
                $
                86,205Assumption
                    of other liabilities - related partiesLoan
                    payable
                
                $
                (266,000
                )
                $
                —Account
                    receivable
                
                
                156,426
                
                
                —Loan
                    payable settlement loss
                
                
                (777
                )
                
                —$
                110,351
                
                $
                —
 See
          Accompanying Notes to Consolidated Financial Statements


BROWNIE’S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  1.
              DESCRIPTION
                  OF BUSINESS AND SUMMARY OF SIGNIFICANT
                  POLICIES
  Description
        of business -
        Brownie’s Marine Group, Inc. (formerly United Companies Corporation)
        (hereinafter referred to as the “Company” or “BWMG”) designs, tests,
        manufactures and distributes recreational hookah diving, yacht based scuba
        air
        compressor and Nitrox Generation Systems, and scuba and water safety products
        through its wholly owned subsidiary Trebor Industries, Inc. The Company sells
        its products both on a wholesale and retail basis, and does so from its
        headquarters and manufacturing facility in Fort Lauderdale, Florida. The
        Company
        does business as (dba) Brownie’s Third Lung, the dba name of Trebor Industries,
        Inc.
 
 Prior
        to
        August 22, 2007 the Company was known as United Companies Corporation
        (hereinafter referred to as “UCC”). The Company changed its name to Brownie’s
        Marine Group, Inc. during the third quarter of 2007 since it believes BWMG
        more
        closely reflects its line of business, and it also brings brand recognition
        to
        the Company as a result of its existing products.
 
 The
        results of operations for the interim periods shown in this report are not
        necessarily indicative of the results to be expected for the full year. In
        the
        opinion of management, the information contained herein reflects all adjustments
        necessary to make the results of operations for the interim periods a fair
        statement of such operations. All such adjustments are of a normal recurring
        nature.
 
 History -The
        Company 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 (“the UCC Transaction”). Prior
        to the UCC Transaction, UCC was a non-operating public shell company with
        no
        operations, nominal assets, accrued liabilities totaling $224,323 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 factory
        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, 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.
  On
        August 22, 2007, the Company changed its name to
        Brownie’s
        Marine Group as discussed above.
 
 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.
 
 Reclassifications -
        Certain reclassifications have been made to the 2006 financial statement
        amounts
        to conform to the 2007 financial statement presentation.
  
 BROWNIE’S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  1.
              DESCRIPTION
                  OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES(continued)
 
 Cash
        and equivalents -
        Only
        highly liquid investments with original maturities of 90 days or less are
        classified as cash and equivalents. These investments are stated at cost,
        which
        approximates market value.
 
 Inventory -
        Inventory is stated at the lower of cost or market. Cost is principally
        determined by using the average cost method that approximates the First-In,
        First-Out (FIFO) method of accounting for inventory. 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.
 
 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 except for the building that
        is
        being depreciated over a life of 39 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 or when service is rendered. 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.
 
 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 expense incurred for
        the
        three and nine months ended September 30, 2007 was $4,243 and $21,126,
        respectively. Advertising and trade show expense incurred for the three and
        nine
        months ended September 30, 2006 was $12,597 and $33,685, respectively.
 
 Customer
        deposits and return policy -
        The
        Company takes a minimum 50% deposit against custom and large tankfill systems
        prior to ordering and/or building the systems. The remaining balance due
        is
        payable upon delivery, shipment, or installation of the system. There is
        no
        provision for cancellation of custom orders once the deposit has been accepted,
        nor return of the custom ordered product. Additionally, returns of all other
        merchandise are subject to a 20% restocking fee as stated on each sales invoice.
  
 BROWNIE’S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 1.
              DESCRIPTION
                  OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES(continued)
 
 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.
 
 Comprehensive
        income (loss) - The
        Company has no components of other comprehensive income. Accordingly, net
        income
        (loss) equals comprehensive income (loss) for all periods.
 
 Stock-based
        compensation - The
        Company accounts for stock based compensation in accordance with Statement
        of
        Financial Accounting Standards No. 123 revised that requires that the Company
        measures the cost of employee services received in exchange for an award
        of
        equity instruments based on the grant-date fair value of the award. That
        cost is
        recognized over the period the employee is required to provide service in
        exchange for the award.
 
 The
        Company did not issue any stock, warrants or options to employees for
        compensation for nine months ended September 30, 2007.
 
 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 per share excludes any dilutive effects of options, warrants and
        convertible securities. Basic earnings per share is computed using the
        weighted-average number of outstanding common shares during the applicable
        period. Diluted earnings 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. All common stock equivalent shares were included in the
        computation at September 30, 2007 since their effect was dilutive.
  New
        accounting pronouncements - In
        February 2007, the Financial Accounting Standards Board (“FASB”) issued
        Financial Accounting Statement (FAS) 159, The Fair Value Option for Financial
        Assets and Financial Liabilities-Including an amendment of FASB Statement
        No.
        115. The Statement permits entities to choose to measure many financial
        instruments and certain other items at fair value. The Company shall apply
        the
        Statement in the calendar year beginning January 1, 2008 and does not anticipate
        significant financial impact as a result of adoption.
 
 In
        September 2006 the Security and Exchange Commission issued Staff Accounting
        Bulletin No. 108. The Bulletin relates to the Staff’s view regarding the process
        of quantifying financial statement misstatements. As it relates to the Company,
        financial misstatements as described in this Bulletin prior to the year ended
        December 31, 2007 would not require restatement but rather the cumulative
        effect
        presented as an adjustment to retained earnings at the beginning of the period.
        For the year ended December 31, 2007, the same type of misstatements will
        require restatement of the financial statements for the period. The Company
        is
        currently evaluating this Bulletin and does not anticipate significant financial
        impact as a result of adopting the guidance contained within.
  
 BROWNIE’S
            MARINE GROUP, INC.
 (FORMERLY
            UNITED COMPANIES CORPORATION)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 1.
                DESCRIPTION
                    OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES(continued)
 
 In
        September 2006, FASB issued FAS 157, Fair Value Measurements. The Statement
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. The provisions of FAS 157 are effective for the
        Company
        on or before January 1, 2008. The provisions of this Statement shall be applied
        prospectively as of the date of adoption with a limited form of retrospective
        application to certain financial instruments that will result in cumulative
        effect of the change in accounting principle recorded as an adjustment to
        opening retained earnings. The Company is currently evaluating the impact
        of FAS
        157 on its financial statements.
 
 In
        July
        2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty
        in
        Income Taxes—an interpretation of FASB Statement No. 109, (“FIN 48”) which
        clarifies the accounting for uncertainty in tax positions. This interpretation
        requires the recognition of a tax position when it is more likely than not
        that
        the tax position will be sustained upon examination by relevant taxing
        authorities, based on the technical merits of the position. The provisions
        of
        FIN 48 are effective for the Company on January 1, 2007, with the cumulative
        effect of the change in accounting principle recorded as an adjustment to
        opening retained earnings. The Company adopted this statement without
        significant financial impact in the first quarter of 2007.
 2.
              INVENTORY
 
 Inventory
        consists of the following as of September 30, 2007:
 Raw
                    materials
                
                $
                419,781Work
                    in process
                
                
                —Finished
                    goods
                
                
                209,742$
                629,523
  3.
              PREPAID
                  EXPENSE AND OTHER CURRENT
                  ASSETS
 
 Prepaid
        expense and other current assets totaling $57,902 at September 30, 2007,
        consists of $30,964 of prepaid insurance, advertising and software maintenance
        expenses, $658 overpayment of estimated payments toward federal and state
        income
        taxes, and $26,280 of prepayments for inventory.
 
 
 BROWNIE’S
            MARINE GROUP, INC.
 (FORMERLY
            UNITED COMPANIES CORPORATION)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 4.
              PROPERTY,
                  PLANT AND EQUIPMENT
 
 Property,
        plant and equipment consists of the following as of September 30,
        2007:
 Building
                    and Land
                
                $
                1,218,362Furniture,
                    vehicles, and equipment
                
                
                221,534Leasehold
                    improvements
                
                
                7,0001,446,896Less:
                    accumulated depreciation and amortization
                
                
                (225,826
                )$
                1,221,070
  For
        the
        three and nine months ended September 30, 2007, depreciation expense was
        $8,418
        and $26,629, respectively. For the three and nine months ended September
        30,
        2006, depreciation expense was $1,261 and $12,132, respectively
 
 On
        February 21, 2007 the Company purchased the corporate headquarters, factory
        and
        distribution center of the Company located at 936/940 NW 1st Street, Ft.
        Lauderdale, FL 33311 from GKR Associates, Inc, an entity in which the Chief
        Executive Officer has an ownership interest. The purchase price was $1,200,000,
        and is secured by a first mortgage payable to the bank of $1,000,000, and
        $100,000 secured by a second mortgage payable to the seller, GKR Associates,
        Inc. The balance of $100,000 was paid by 4,440,000 shares of the Company’s
        common stock based on market price of the stock on the purchase date. In
        addition, $18,362 of closing expenses were capitalized to the
        building.
  5.
              CUSTOMER
                  CREDIT CONCENTRATIONS
 
 Sales
        to
        Brownie’s Southport Diver’s, Inc. for the three months ended September 30, 2007
        and 2006 represented 16.39% and 11.46%, respectively, of total net revenues
        for
        the period. Sales to Holiday Diver Inc for the three months ended September
        30,
        2007 and 2006 represented 7.24% and 13.53%, respectively, of total net revenues
        for the period. Sales to Brownie’s Southport Diver’s Inc. for the nine months
        ended September 30, 2007 and 2006 represented 21.80% and 14.87% of total
        net
        revenues for the period. Sales to no other customer represented greater than
        10%
        of net revenues for the three or nine months ended September 30, 2007 and
        2006.
 
 The
        brother of Robert Carmichael, the Company’s Chief Executive Officer, as further
        discussed in Note 6 - RELATED PARTY TRANSACTIONS, owns Brownie’s Southport
        Diver’s Inc.
 
 
 BROWNIE’S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 6.
              RELATED
                  PARTY TRANSACTIONS
 
 Notes
        payable - related parties - Notes
        payable - related parties consist of the following as of September 30,
        2007:
 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,
                    maturingon
                    January 15, 2016.
                
                $
                412,002Promissory
                    note payable to an entity owned by the Company’s ChiefExecutive
                    Officer, 940 Associates, Inc., secured by Company assets,bearing
                    interest at 10% per annum, due in monthly principal and interestpayments
                    of $2,861, maturing on January 1, 2016.
                
                
                194,687Promissory
                    note payable due an entity in which the Company’s ChiefExecutive
                    Officer has a financial interest, GKR Associates, Inc., securedby
                    second mortgage on real property, bearing 6.99% interest per
                    annum,due
                    in monthly principal and interest payments of $2,292, maturing
                    onFebruary
                    15, 2012.
                
                
                90,047696,736Less
                    amounts due within one year
                
                
                69,314Long-term
                    portion of notes payable - related parties
                
                $
                627,422
 
 As
        of
        September 30, 2007, principal payments on the notes payable - related parties
        are as follows:
 2007
                
                $
                18,7202008
                
                
                68,2432009
                
                
                74,7942010
                
                
                81,9862011
                
                
                89,885Thereafter
                
                
                363,108$
                696,736
  Revenues - The
        Company sells products to two entities owned by the brother of the Company’s
        Chief Executive Officer, Brownie’s Southport Divers, Inc. and Brownie’s Palm
        Beach Divers. Terms of sale are no more favorable than those extended to
        any of
        the Company’s other customers. Combined net revenues from these entities for the
        three months ended September 30, 2007 and 2006, was $176,722 and $169,438,
        respectively. Combined net revenues from these entities for the nine months
        ended September 30, 2007 and 2006, was $695,310 and $569,211, respectively.
        Accounts receivable from Brownie’s SouthPort Diver’s, Inc. and Brownie’s Palm
        Beach Divers at September 30, 2007, was $5,176 and $0, respectively.
  
 BROWNIE’S
            MARINE GROUP, INC.
 (FORMERLY
            UNITED COMPANIES CORPORATION)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 6.
              RELATED
                    PARTY TRANSACTIONS(continued)
 
 Royalties - The
        Company has Non-Exclusive License Agreements with the Carleigh Rae Corporation
        (herein referred to as “CRC”), an entity that the Company’s Chief Executive
        Officer has an ownership interest, to license product patents it owns. Based
        on
        the license agreements with CRC, the Company pays royalties ranging from
        $1.00
        to $50.00 per licensed products sold, with rates increasing 5% annually.
        Also
        with CRC, the Company has a Non-Exclusive License Agreement to license a
        trademark of products owned by CRC. Based on the agreement, the Company will
        pay
        the entity $0.25 per licensed product sold, with rates increasing $0.05
        annually.
 
 The
        Company has Non-Exclusive License Agreements with 940 Associates, Inc. (herein
        referred to as “940A”), an entity owned by the Company’s Chief Executive
        Officer, to license product patents it owns. Previous license agreements
        in
        effect with 940A prior to 2005 were renegotiated and new agreements were
        entered
        into effective January 1, 2005. Under the terms of the license agreements,
        the
        Company pays 940A $2.00 per licensed product sold, rates increasing 5% annually.
        Also with 940A, the Company has an Exclusive License Agreement to license
        the
        trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and
        various other related trademarks as listed in the agreement. Based on this
        license agreement, the Company pays 940A 2.5% of gross revenues per
        quarter.
 
 Total
        royalty expense for the above agreements for the three and nine months ended
        September 30, 2007 was $23,337 and $72,295, respectively. Total royalty expense
        for the above agreements for the three and nine months ended September 30,
        2006
        was $11,926 and $30,078, respectively.
 Other
          liabilities - related parties
 
 At
          September 30, 2007, the following amounts were due to related parties as
          the
          result of full settlement of the loan payable
          due the customer as referred to in Note 8 - LOAN PAYABLE:
 Due
                      to Brownies Southport Diver's, Inc.
                  
                  $
                  $
                      29,570Due
                      to Robert M. Carmichael
                  
                  
                  37,500Due
                      to 940 Associates, Inc.
                  
                  
                  43,281Other
                      liabilities - related parties
                  
                  $
                  $
                      110,351
 
 See
          Note
          8 - LOAN PAYABLE for discussion of the settlement transaction that
          resulted in the
          above Other
          liabilities -.related parties.
  7.
              ACCOUNTS
                  PAYABLE AND ACCRUED LIABILITIES
 
 Accounts
        payable and accrued liabilities of $418,217 at September 30, 2007 consists
        of
        $259,306 accounts payable trade, $60,574 balance of legal expenses that were
        a
        UCC expense prior to the reverse merger with Trebor Industries, Inc., $63,419
        of
        accrued payroll and related fringe benefits, and $34,918 of other liabilities
        and accruals.
  8.
              LOAN
                  PAYABLE
 
 In
        June
        2006, the Company borrowed $266,000 from a customer. The proceeds of the
        loan
        were used to satisfy the outstanding principal balance, redemption fees,
        and
        accrued interest totaling $266,777 due under the secured convertible debentures
        held by a third party lender. In July 2007, the Company settled the
        obligation due the customer through a series of transactions that resulted
        in
        cancellation of amounts due to and from the customer and related parties
        of the
        customer and the Company. The settlement resulted in cancellation of $156,426
        of
        trade accounts receivable due the Company from the customer and its related
        parties, assumption of $110,351 of liabilities incurred by the customer due
        to related parties of the Company, and settlement loss of $777. See Note 6.
        -  RELATED PARTIES for further information regarding the other
        liabilities - related parties.
 
 
 BROWNIE’S
          MARINE GROUP, INC.
 (FORMERLY
          UNITED COMPANIES CORPORATION)
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  9.
              OTHER
                  LIABILITIES
  Other
        liabilities is comprised of $1,852 of on-line training liability at September
        30, 2007. Effective July 1, 2005, the Company began including on-line training
        certificates with all hookah units sold. The training certificates entitle
        the
        holder to an on-line interactive course at no additional charge to the holder.
        The number of on-line training certificates issued per unit is the same as
        the
        number of divers the unit as sold is designed to accommodate (i.e., a three
        diver unit configuration comes with three on-line training certificates).
        The
        certificates have an eighteen-month redemption life after which time they
        expire. The eighteen-month life of the certificates begins at the time the
        customer purchases the unit. The Company owes the on-line training vendor
        the
        agreed upon negotiated rate for all on-line certificates redeemed payable
        at the
        time of redemption. For certificates that expire without redemption, no amount
        is due the on-line training vendor. The Company had no historical data with
        regard to the percentage of certificates that will be redeemed versus those
        that
        will expire. Therefore, until the Company accumulated historical data related
        to
        the certificate redemption ratio, it assumed that 100% of certificates issued
        with unit sales would be redeemed. Accordingly, at the time a unit was sold,
        the
        related on-line training liability was recorded. The same liability was reduced
        as certificates are redeemed and the related payments are made to the on-line
        training vendor.
 
 For
        the
        nine months ended September 30, 2007, eight hundred eighty-four (884)
        certificates totaling $15,470 expired unused. Accordingly, the related liability
        was reversed and the amount recognized as other income during the nine months
        ended September 30, 2007. In addition, the Company further reduced the liability
        in the 2 nd quarter
        of 2007 by approximately $44,000 based on the historical certificate redemption
        rate the Company had compiled over the past 24 months. Accordingly, this
        amount
        was recognized as other income in the 2 nd quarter
        2007. On a go forward basis the Company is maintaining a reserve for certificate
        redemption of 10% that approximates the historical redemption rate.
  10.
              NOTES
                  PAYABLE
  Notes
        payable consists of the following as of September 30, 2007:
  Promissory
                    note payable secured by a vehicle of the Company having acarrying
                    value of $0 at September 30, 2007, bearing interest at10.16%
                    per annum, due in monthly principal and interest payments of$553,
                    maturing on October 28, 2007.
                
                $
                548Promissory
                    note payable secured by a vehicle of the Company having acarrying
                    value of $4,711 at September 30, 2007, bearing no
                    interest,due
                    in monthly principal and interest payments of $349,
                    maturingon
                    November 14, 2008.
                
                
                4,886Promissory
                    note payable secured by real property of the Companyhaving
                    a carrying value of $1,202,042 at September 30, 2007,
                    bearinginterest
                    at 6.99% per annum, due in monthly principal and interestpayments
                    of $9,038, maturing on January 22, 2022.
                
                
                977,305982,739Less
                    amounts due within one year:
                
                
                46,201Long-term
                    portion of notes payable
                
                $
                936,538
 
 BROWNIE’S
            MARINE GROUP, INC.
 (FORMERLY
            UNITED COMPANIES CORPORATION)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 10.
              NOTES
                  PAYABLE(continued)
 As
        of
        September 30, 2007, principal payments on the notes payable are as
        follows:
  2007
                
                $
                11,6922008
                
                
                46,0312009
                
                
                45,2382010
                
                
                48,5042011
                
                
                52,006Thereafter
                
                
                779,268$
                982,739
 11.
              REVERSE
                  STOCK SPLIT
 
 On
        August
        22, 2007, the Company effectuated a 1-for-100 reverse stock split of the
        Common
        Stock whereby every one hundred shares of Common Stock outstanding was combined
        and reduced to one share of Common Stock. Fractional shares were rounded
        up and
        this resulted in an additional 146 shares issued.
 
 12.
              STOCK
                  WARRANTS
 
 As
        of
        March 31, 2007, all the rights to exercise 285,715 warrants had vested pursuant
        to a Warrant agreement dated January 1, 2005. The exercise price of the warrants
        is $.007 per share, which equaled the bid/ask price of the Company’s common
        stock on January 1, 2005, the effective date of the expired consulting
        agreement. The warrants expire twenty-four months after the vesting date
        of each
        of tranche of 71,429 at June 30, 2007, December 31, 2007, June 30, 2008,
        and
        December 31, 2008, respectively. Further, the warrants have “piggy-back”
registration rights and provide for either a cash or cashless exercise. The
        cashless exercise provision provides for a discount in the amount of shares
        provided at exercise based on a formula that takes into account as one of
        its
        factors the average of the closing sale price on the common stock for five
        trading days immediately prior to but not including the date of exercise.
 
 On
        June
        27, 2007, a warrant tranche of 71,429 related to the above agreement was
        exercised. The cashless exercise was elected, and accordingly, 56,994 shares
        of
        common stock were issued on June 29, 2007. The Company recognized compensation
        expense for the stock warrants ratably over the term of the consulting
        agreement, January 1, 2005 to December 31, 2006, based on the fair value
        of the
        stock warrants using the Black-Scholes model. As a result, issuance of the
        stock
        in June 2007 was an equity only transaction.
 
 On
        the
        date of the reverse stock split, the outstanding warrants underwent a 1-for-100
        split as well.
  
 BROWNIE’S
            MARINE GROUP, INC.
 (FORMERLY
            UNITED COMPANIES CORPORATION)
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 
 13.
              EQUITY
                    INCENTIVE PLAN
 On
        August
        22, 2007 the Company adopted an Equity Incentive Plan (the “Plan”). Under the
        Plan, Stock Options may be granted to Employees, Directors, and Consultants
        in
        the form of Incentive Stock Options or Nonstatutory Stock Options. Stock
        Purchase Rights, time vested and/performance invested Restricted Stock, and
        Stock Appreciation Rights and Unrestricted Shares may also be granted under
        the
        Plan. The initial maximum number of shares that may be issued under the Plan
        shall be 400,000 shares, and no more than 100,000 Shares of Common Stock
        may be
        granted to any one Participant with respect to Options, Stock Purchase Rights
        and Stock Appreciation Rights during any one calendar year period. Common
        Stock
        to be issued under the Plan may be either authorized and unissued or shares
        held
        in treasury by the Company. The term of the Plan shall be ten years. The
        Board
        of Directors may amend, alter, suspend, or terminate the Plan at any time.
        No
        Options, Stock Purchase Rights or Stock Appreciation Rights were granted
        under
        the Plan for the third quarter ended September 30, 2007.
  14.
              INCOME
                  TAXES
 
 The
        components of the provision for income taxes for the nine months ended September
        30, 2007 are as follows:
 Current
                      Taxes:Federal
                  
                  $
                  (6,669
                  )State
                  
                  
                  (2,588
                  )Current
                      Taxes
                  
                  
                  (9,257
                  )Change
                      in deferred taxes
                  
                  
                  (14,967
                  )Change
                      in valuation allowance
                  
                  
                  14,288Provision
                      for income tax expense
                  
                  $
                  9,936
  The
        federal statutory and state tax rate for the third quarter of 2007 was 15%
        and
        5.5%, respectively.
  The
        following is a summary of the significant components of the Company’s deferred
        tax assets and liabilities at September 30, 2007:
 Deferred
                      tax assets:Stock
                      warrants
                  
                  $
                  47,847Allowance
                      for doubtful accounts
                  
                  
                  5,250Depreciation
                      and amortization timing differences
                  
                  
                  5,549On-line
                      training certificate reserve
                  
                  
                  277Total
                      deferred tax assets
                  
                  
                  58,923Valuation
                      allowance
                  
                  
                  (14,712
                  )Deferred
                      tax assets net of valuation allowance
                  
                  
                  44,211Less:
                      deferred tax asset - non-current
                  
                  
                  (28,387
                  )Deferred
                      tax asset - current
                  
                  $
                  15,824


**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**




Brownie’s
      Marine Group, Inc., a Nevada corporation (formerly United Companies Corporation)
      (referred to herein as “BWMG” or “the Company”), through its wholly owned
      subsidiary, Trebor Industries, Inc., d/b/a Brownie’s Third Lung, a Florida
      corporation, designs, tests, manufactures and distributes recreational hookah
      diving, yacht based scuba air compressor and Nitrox Generation Systems, and
      scuba and water safety products. BWMG sells its products both on a wholesale
      and
      retail basis, and does so from its headquarters and manufacturing facility
      in
      Fort Lauderdale, Florida. The Company does business as (dba) Brownie’s Third
      Lung.




Since
      April 16, 2004, Mr. Carmichael has served as President, Acting Principal
      Accounting Officer and Acting Chief Financial Officer of the Company. From
      March
      23, 2004 to April 26, 2004, Mr. Carmichael served as the Company’s Executive
      Vice-President and Chief Operating Officer. Mr. Carmichael has operated Trebor
      as its President since 1986. He is the holder or co-holder of numerous patents
      that are used by Trebor and several other major players in the diving industry.




**Results
      Of Operations For The Three Months Ended September 30, 2007, As Compared To
      The
      Three Months Ended September 30, 2006**




**Net
      revenues** .
      For the
      three months ended September 30, 2007, we had net revenues of $850,471 as
      compared to net revenues of $1,098,692 for the three months ended September
      30,
      2006, a decrease of $248,221 or 22.59%. This decrease is primarily attributable
      to a decrease in overall sales. The Company believes this decline mirrors the
      decline being experienced by the dive and marine industry as a whole in 2007.
      The Company further believes the industry decline in sales is a result of less
      discretionary income available to the consumer as a result of economic
      conditions, including but not limited to increased fuel costs.




**Cost
      of net revenues** .
      For the
      three months ended September 30, 2007, we had cost of net revenues of $563,934
      as compared with cost of net revenues of $778,546 for the three months ended
      September 30, 2006, a decrease of $214,612, or 27.57%. The decrease is primarily
      attributable to the net effect of decreased material costs of approximately
      $100,000 due to the decrease in sales volume, increased material costs of about
      $50,000 due to the sales mix and increased costs for plastics and metals, and
      decreased contract expenses of about $150,000. The sales mix in the third
      quarter of 2007 as compared to the same period in 2006 included more non-custom
      sales versus custom sales. Non-custom sales are more material intensive and
      custom sales are more labor or contract expense intensive.




**Gross
      profit.** For the
      three months ended September 30, 2007, we had a gross profit of $286,537 as
      compared to gross profit of $320,146 for the three months ended September 30,
      2006, a decrease of $33,609, or 10.50%. This decrease is primarily attributable
      to the decrease in net revenues and cost of net revenues for the three months
      ended September 30, 2007 as compared to the same period in 2006.









**Operating
      expenses** .
      For the
      three months ended September 30, 2007, we had total operating expenses of
      $256,916 as compared to total operating expenses of $246,282 for the three
      months ended September 30, 2006, an increase of $10,634, or 4.32%. No particular
      individual net items made up this variance, but rather numerous net
      changes.




**Other
      expense (income), net** .
      For the
      three months ended September 30, 2007, we had other expense of $38,259 as
      compared to other income of $28,487 for the three months ended September 30,
      2006, an increase in other expense of $66,746, or 234.30%. The largest
      components of the increase in other expense are an increase in interest expense
      of approximately $18,000 primarily due to the new mortgages on the real estate
      purchased in 2007, approximately $35,000 cancellation of debt recorded as other
      income in the third quarter of 2006 not occurring in the third quarter of 2007,
      and approximately $6,000 other expense for an insurance sales premium adjustment
      in the third quarter of 2007.




**Provision
      for income tax expense** .
      For the
      three months ended September 30, 2007, we had provision for income tax
      expense of $39,874, as compared to $153,442 for the three months ended September
      30, 2006, a decrease of $113,568, or 74.01%. The decrease in the tax expense
      is
      primarily attributable to changes in the deferred tax assets as well as an
      adjustment in the third quarter of 2006 for higher than estimated 2006 net
      income.




**Net
      loss.** For
      the
      three months ended September 30, 2007, we had net loss of $48,512, as compared
      to net loss of $51,091 for the three months ended September 30, 2006, a
      decrease in net loss of $2,579 or 5.05%. The net decrease is attributable
      to the decrease in gross profit of $33,609, the increase in operating expenses
      of $10,634, the increase in other expenses of $66,746, and the decrease in
      the
      provision for income tax expense of $113,568.




**Results
      Of Operations For The Nine Months Ended September 30, 2007, As Compared To
      The
      Nine Months Ended September 30, 2006**




**Net
      revenues** .
      For the
      nine months ended September 30, 2007, we had net revenues of $2,653,037 as
      compared to net revenues of $3,175,702 for the nine months ended September
      30,
      2006, a decrease of $522,665, or 16.46%. This decrease is primarily attributable
      to an overall decrease in sales for all product categories. The Company believes
      this decline mirrors the decline being experienced by the dive and marine
      industry as a whole in 2007. The Company further believes the industry decline
      in sales is a result of less discretionary income available to the consumer
      as a
      result of economic conditions, including but not limited to increased fuel
      costs.




**Cost
      of net revenues** .
      For the
      nine months ended September 30, 2007, we had cost of net revenues of $1,726,165
      as compared with cost of net revenues of $2,006,033 for the nine months ended
      September 30, 2006, a decrease of $279,868, or 13.95%. Cost of revenues was
      down
      during the nine months ended September 30, 2007 over the same period in 2006
      consistent with the decrease in sales volume. While net revenue decreased,
      the
      cost of material increased approximately 16,000, or 1.5%, mainly as a result
      of
      the sales mix and increased costs for plastics and metals. Contract and direct
      labor costs decreased approximately $300,000 primarily due to the sales mix.
      The
      sales mix for the nine months ended September 2007 as compared to the same
      period in 2006 included more non-custom sales versus custom sales. Non-custom
      sales are more material intensive and custom sales are more labor or contract
      expense intensive.




**Gross
      profit.** For the
      nine months ended September 30, 2007, we had a gross profit of $926,872 as
      compared to gross profit of $1,169,669 for the nine months ended September
      30,
      2006, a decrease of $242,797, or 20.76%. This decrease is primarily attributable
      to the decrease in net revenues for the nine months ended September 30, 2007
      as
      compared to the same period in 2006 reduced by the lesser percentage decrease
      in
      cost of net revenues.




**Operating
      expenses** .
      For the
      nine months ended September 30, 2007, we had total operating expenses of
      $763,337 as compared to total operating expenses of $766,895 for the nine months
      ended September 30, 2006, a decrease of $3,558, or less than 1%.




**Other
      expense (income), net** .
      For the
      nine months ended September 30, 2007, we had other expense of $33,412 as
      compared to other income of $74,580 for the nine months ended September 30,
      2006, an increase in other expenses of $107,992, or 144.80%. The increase in
      other expense primarily relates to the approximately $110,000 gain on the
      extinguishments of the secured convertible debentures recognized in the second
      quarter of 2006 with no corresponding income recognition item during the nine
      months ended September 30, 2007.




**Provision
      for income tax expense** .
      For the
      nine months ended September 30, 2007, we had provision for income tax
      expense of $9,936 as compared to $117,335 for the nine months ended
      September 30, 2006, a decrease of $107,399 or 91.53%.
      The decrease in tax expense is primarily attributable to a change
      in estimate related to the deferred tax assets associated with the redemption
      of
      the stock warrants as well as lower net income for the nine months ended
      September 30, 2007 as compared to the same period in 2006.









**Net
      Income.** For
      the
      nine months ended September 30, 2007, we had net income of $120,187 as compared
      to $360,019 for the nine months ended September 30, 2006, a decrease of
      $239,832, or 66.62%. The net decrease is primarily attributable to the decrease
      in gross profit, and the decrease in other income.




**Liquidity
      And Capital Resources**




As
      of
      September 30, 2007, we had cash and other current assets of $828,427 and current
      liabilities of $700,462, or a current ratio of 1.18%.




The
      Company anticipates that cash generated from operations should be sufficient
      to
      satisfy the Company’s contemplated requirements for it current operations for at
      least the next twelve months. The Company does not anticipate any significant
      purchases of equipment during fiscal year 2007. The number and level of
      employees at September 30, 2007 is deemed adequate to maintain the Company's
      operations for at least the next 12 months.




**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 traded on the Over-the-Counter Bulletin Board. There is 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.




***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 under the
      Securities Exchange Act of 1934. Penny stocks generally are equity securities
      with a price of less than $5.00 (other than securities registered on certain
      national securities exchanges or quoted on the NASDAQ system, provided that
      current price and volume information with respect to transactions in such
      securities is provided by the exchange or system). Our common stock is covered
      by an SEC rule that imposes additional sales practice requirements on
      broker-dealers who sell such securities to persons other than established
      customers and accredited investors, which are generally institutions with assets
      in excess of $5,000,000, or individuals with net worth in excess of $1,000,000
      or annual income exceeding $200,000 or $300,000 jointly with their
      spouse.




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




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.









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




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 And Enforce Protection 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 licensors, entities 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.




***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.









***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.




***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.




***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. 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**


**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 end of period
      covered by this report.




**Changes
      In Internal Controls**




During
      the period covered by this report there were no changes in our internal controls
      or in other factors that could significantly affect those controls since the
      most recent evaluation of such controls.









**PART
      II**




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


None.




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


On
      February 22, 2007, the Company issued 44,440 shares of restricted common stock
      to GKR Associates, LLC, a related party, representing $100,000 toward the
      $1,200,000 total contract purchase price of real property. Notice of this
      transaction was provided on Form 8-K filed with the Securities and Exchange
      Commission on March 23, 2007.





On
      June
      29, 2007, pursuant to a warrant dated January 1, 2005, the Company issued 56,894
      shares of restricted common stock. The issuance represented a cashless exercise
      of a warrant tranche of 71,429 shares, or redemption of 25% of the warrant
      tranches outstanding.




The
      Company 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.




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




None.




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




At
      a
      meeting of the Board of Directors held on July 18, 2007, all the members of
      the
      Company’s Board of Directors approved and recommended the proposals below:




1.  Electing
      Robert Carmichael to serve as the sole member to the Company’s Board of
      Directors to hold office until the Company’s annual meeting of stockholders to
      be held in 2008 and until his successor is duly elected and
      qualified;




2.  Ratifying
      the appointment of L.L. Bradford & Company, LLC, as independent auditors of
      the Company for the fiscal year ending December 31, 2007;




3.  Approval to
      amend the Company's articles of incorporation to change the Company's name
      to
      Brownie's Marine Group, Inc.;




4.  Approving
      the Company to amend its Articles of Incorporation to effect up to a 1-for-100
      reverse stock split of the Common Stock whereby every one hundred shares of
      Common Stock outstanding was combined and reduced to one share of Common Stock;
      and




5.  Approving
      the adoption and implementation of a stock option plan reserving of up to Four
      Hundred Thousand (400,000) shares of Common Stock pursuant to incentive stock
      options or nonqualified stock options, stock purchase rights, stock appreciation
      rights and restricted and unrestricted stock awards for employees, directors
      and
      consultants.




The
      Company’s stockholders holding a 61% of the voting power of the Company approved
      the proposals, pursuant to a written consent dated July 18, 2007. In lieu of
      an
      annual meeting the Company delivered an information statement to its record
      shareholders at July 26, 2007 describing the proposals. The effective date
      of
      the proposals was on August 22, 2007. If the proposals were not adopted by
      written consent, such proposals would have been required to be considered by
      the
      Company’s stockholders at a special or annual stockholders’ meeting convened for
      the specific purpose of approving the proposals.









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




None.









**ITEM
        6. EXHIBITS**


**EXHIBIT
                  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 Amendment No. 1 to Form S-4 filed June
                24,
                20022.3
            
            Articles
                of Merger of Avid Sportswear & Golf Corp. with and into Merger Co.,
                Inc.
            
            Incorporated
                by reference to Exhibit 2.03 Amendment No. 1 to Form S-4 filed June
                24,
                20023.1
            
            Articles
                of Incorporation
            
            Incorporated
                by reference to Exhibit 3.05 Amendment No. 1 to Form S-4 filed June
                24,
                20023.2
            
            Articles
                of Amendment
            
            Incorporated
                by reference to the appendix to the Company's Definitive Information
                Statement on Schedule 14C filed July 31, 20073.2
            
            Bylaws
            
            Incorporated
                by reference to Exhibit 3.04 to the Registration Statement on Form
                10-SB5.1
            
            2007
                Stock Option Plan
            
            Incorporated
                by reference to the appendix to the Company's Definitive Information
                Statement on Schedule 14C filed July 31, 200710.1
            
            Share
                Exchange Agreement, dated March 23, 2004 by and among the Company,
                Trebor
                Industries, Inc. and Robert Carmichael
            
            Incorporated
                by reference to Exhibit 16.1 to Current Report on From 8-K filed
                April 9,
                200410.2
            
            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, 2005.10.3
            
            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, 2005.10.4
            
            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, 2005.10.5
            
            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, 2005.10.6
            
            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, 2005.10.7
            
            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.







**EXHIBIT
                NO.**
            
            **DESCRIPTION**
            
            **LOCATION**10.8
            
            Non-Exclusive
                License Agreement -
              Inflatable
                Dive Market 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, 2005.10.9
            
            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, 2005.10.10
            
            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, 2005.10.11
            
            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, 2006.10.12
            
            Redemption
                Agreement - Cornell Capital
                Partner’s,
                  LP Secured Convertible Debentures
            
            Incorporated
                by reference to Form 8K filed on June 2, 200610.13
            
            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, 2006.10.14
            
            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, 2006.10.15
            
            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, 2006.10.16
            
            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, 2006.10.17
            
            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, 2006.10.18
            
            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, 2006.10.19
            
            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
                herewith31.2
            
            Certification
                Pursuant to Section 3.02
            
            Provided
                herewith32.1
            
            Certification
                Pursuant to Section 1350
            
            Provided
                herewith32.2
            
            Certification
                Pursuant to Section 1350
            
            Provided
                herewith









**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.


**BROWNIE’S
                  MARINE GROUP, INC.**Date:November
                19, 2007
            By:
            /s/ Robert
              M.
              CarmichaelRobert
                M. CarmichaelPresident,
                Chief Executive Officer,
                Chief
                  Financial Officer/
                  Principal
                    Accounting Officer