**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 **June
      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**


**U** **NITED** **C** **OMPANIES** **C** **ORPORATION**





**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)




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 165,821,091 shares of common stock outstanding as of July 31, 2007.









**PART
      I**




**I** **TEM** **1.**  **F** **INANCIAL** **S** **TATEMENTS**




**Financial
      Information**




UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          BALANCE SHEET
 JUNE
          30,
          2007
 (UNAUDITED)
 ASSETSCurrent
                  assetsCash
              
              $
              55,697Accounts
                  receivable, net of $29,000 allowance for doubtful accounts
              
              
              174,530Inventory
              
              
              602,905Prepaid
                  expenses and other current assets
              
              
              74,022Deferred
                  tax asset, net - current
              
              
              35,653Total
                  current assets
              
              
              942,807Property,
                  plant and equipment, net
              
              
              1,229,838Deferred
                  tax asset, net - non-current
              
              
              43,298Other
                  assets
              
              
              6,968Total
                  assets
              
              $
              2,222,911LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilitiesAccounts
                  payable and accrued liabilities
              
              $
              329,194Loan
                  payable
              
              
              266,000Customer
                  deposits
              
              
              14,571Royalties
                  payable - related parties
              
              
              25,482Income
                  taxes payable
              
              
              8,915Other
                  liabilities
              
              
              4,677Notes
                  payable - current portion
              
              
              47,103Notes
                  payable - related parties - current portion
              
              
              65,193Total
                  current liabilities
              
              
              761,135Long-term
                  liabilitiesNotes
                  payable - long-term portion
              
              
              948,033Notes
                  payable - related parties - long-term portion
              
              
              644,801Total
                  liabilities
              
              
              2,353,969Commitments
                  and contingenciesStockholders'
                  deficitCommon
                  stock; $0.001 par value; 250,000,000 shares authorized165,821,091
                  shares issued and outstanding
              
              
              165,821Additional
                  paid-in capital
              
              
              675,530Accumulated
                  deficit
              
              
              (972,409
              )Total
                  stockholders' deficit
              
              
              (131,058
              )Total
                  liabilities and stockholders' deficit
              
              $
              2,222,911
  See
          Accompanying Notes to Consolidated Financial Statements
  1
  UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Three
                    Months
                  Ended
                    June 30,
                
                Six
                    Months
                  Ended
                    June 30,2007
                
                2006
                
                2007
                
                2006Net
                    revenues
                
                $
                923,309
                
                $
                1,374,273
                
                $
                1,802,566
                
                $
                2,077,010Cost
                    of revenues
                
                
                576,423
                
                
                790,807
                
                
                1,162,273
                
                
                1,227,487Gross
                    profit
                
                
                346,886
                
                
                583,466
                
                
                640,293
                
                
                849,523Operating
                    expensesResearch
                    and development costs
                
                
                1,497
                
                
                190
                
                
                1,822
                
                
                3,031Selling,
                    general and administrative
                
                
                253,353
                
                
                269,189
                
                
                504,599
                
                
                517,583Total
                    operating expenses
                
                
                254,850
                
                
                269,379
                
                
                506,421
                
                
                520,614Income
                    from operations
                
                
                92,036
                
                
                314,087
                
                
                133,872
                
                
                328,909Other
                    (income) expensesOther
                    income, net
                
                
                (50,963
                )
                
                (89,208
                )
                
                (61,729
                )
                
                (84,901
                )Interest
                    expense
                
                
                34,618
                
                
                18,766
                
                
                56,840
                
                
                38,808Total
                    other income, net
                
                
                (16,345
                )
                
                (70,442
                )
                
                (4,889
                )
                
                (46,093
                )Net
                    income before provision for income taxes
                
                
                108,381
                
                
                384,529
                
                
                138,761
                
                
                375,002Provision
                    for income tax benefit
                
                
                37,295
                
                
                36,107
                
                
                29,938
                
                
                36,107Net
                    income
                
                $
                145,676
                
                $
                420,636
                
                $
                168,699
                
                $
                411,109Basic
                    income per common share
                
                $
                0.00
                
                $
                0.00
                
                $
                0.00
                
                $
                0.00Diluted
                    income per common share
                
                $
                0.00
                
                $
                0.00
                
                $
                0.00
                
                $
                0.00Basic
                    weighted average commonshares
                    outstanding
                
                
                160,256,763
                
                
                151,775,587
                
                
                158,893,306
                
                
                147,031,438Diluted
                    weighted average commonshares
                    outstanding
                
                
                178,023,500
                
                
                183,279,595
                
                
                175,653,981
                
                
                250,000,000
   See
        Accompanying Notes to Consolidated Financial
        Statements
  2
  UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          STATEMENT OF STOCKHOLDERS' DEFICIT
  Additional
                
                
                
                TotalCommon
                    Stock
                
                Paid-in
                
                Accumulated
                
                Stockholders'Shares
                
                Amount
                
                Capital
                
                Deficit
                
                DeficitBalance,
                    December 31, 2006
                
                
                155,687,722
                
                $
                155,688
                
                $
                585,663
                
                $
                (1,141,108
                )
                $
                (399,757
                )Issuance
                    of common stock as part ofFebruary
                    22, 2007 purchase of real property
                
                
                4,444,000
                
                
                4,444
                
                
                95,556
                
                
                —
                
                
                100,000Net
                    Income
                
                
                —
                
                
                —
                
                
                —
                
                
                23,023
                
                
                23,022Balance,
                    March 31, 2007 (Unaudited)
                
                
                160,131,722
                
                
                160,132
                
                
                681,219
                
                
                (1,118,085
                )
                
                (276,735
                )Redemption
                    of warrant for common stockpursuant
                    to warrant dated January 1, 2005
                
                
                5,689,369
                
                
                5,689
                
                
                (5,689
                )
                
                —
                
                
                —Net
                    Income
                
                
                —
                
                
                —
                
                
                —
                
                
                145,676
                
                
                145,677Balance,
                    June 30, 2007 (Unaudited)
                
                
                165,821,091
                
                $
                165,821
                
                $
                675,530
                
                $
                (972,409
                )
                $
                (131,058
                )
  See
        Accompanying Notes to Consolidated Financial
        Statements
  3
 UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Six
                    Months Ended June 30,2007
                
                2006Cash
                    flows from operating activities:Net
                    income
                
                $
                168,699
                
                $
                411,109Adjustments
                    to reconcile net income to netcash
                    (used in) provided by operating activities:Depreciation
                    and amortization
                
                
                18,911
                
                
                17,223Stock
                    based compensation
                
                
                —
                
                
                51,820Change
                    in deferred tax asset
                
                
                (34,061
                )
                
                (36,107
                )Gain
                    on extinguishment of secured convertible debentures
                
                
                —
                
                
                (109,517
                )Changes
                    in operating assets and liabilities:Change
                    in accounts receivable, net
                
                
                (111,773
                )
                
                (62,552
                )Change
                    in inventory
                
                
                (21,476
                )
                
                92,700Change
                    in prepaid expenses and other current assets
                
                
                (12,582
                )
                
                (122,819
                )Change
                    in accounts payable and accrued liabilities
                
                
                (3,905
                )
                
                853Change
                    in lease payable - related party
                
                
                —
                
                
                (18,950
                )Change
                    in customer deposits
                
                
                (68,870
                )
                
                (88,420
                )Change
                    in billings in excess of costs and estimatedearnings
                    on uncompleted contract
                
                
                —
                
                
                28,251Change
                    in other liabilities
                
                
                (38,483
                )
                
                12,485Change
                    in income taxes payable
                
                
                (2,114
                )
                
                —Change
                    in royalties payable - related parties
                
                
                17,031
                
                
                18,154Net
                    cash (used in) provided by operating activities
                
                
                (88,625
                )
                
                194,230Cash
                    flows from investing activities:Purchase
                    of fixed assets
                
                
                (1,118,363
                )
                
                —Net
                    cash used in investing activities
                
                
                (1,118,363
                )
                
                —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
                
                
                (27,335
                )
                
                (18,048
                )Principal
                    payments on notes payable
                
                
                (18,169
                )
                
                (4,911
                )Principal
                    payments on secured convertible debentures
                
                
                —
                
                
                (210,500
                )Net
                    cash provided by financing activities
                
                
                1,054,496
                
                
                32,541Net
                    change in cash
                
                
                (152,492
                )
                
                226,771Cash,
                    beginning of period
                
                
                208,187
                
                
                30,345Cash,
                    end of period
                
                $
                55,697
                
                $
                257,116
  See
        Accompanying Notes to Consolidated Financial
        Statements
  4
 UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Six
                    Months Ended June 30,2007
                
                2006Supplemental
                    disclosure of cash flow information:Cash
                    paid for interest
                
                $
                56,840
                
                $
                67,711Cash
                    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
                
                $
                —
                
                $
                86,205
  See
        Accompanying Notes to Consolidated Financial
        Statements
  5
  UNITED
        COMPANIES CORPORATION
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  1.
              DESCRIPTION
                  OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                  POLICIES
 
 Description
        of business - United
        Companies Corporation (hereinafter referred to as the “Company” or “UCC)
        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.
 
 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.
 
 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.
 
 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.
  6
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 1.
              DESCRIPTION
                  OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES(continued)
 
 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. 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 six months ended June 30, 2007 was $6,085 and $16,882, respectively.
        Advertising and trade show expense incurred for the three and six months
        ended
        June 30, 2006 was $12,758 and $21,088, 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.
  7
  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 year ended December 31, 2006.
 
 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 June 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 is currently
        evaluating the impact of FAS 159 on its financial statements. The Company
        shall
        apply the Statement in the calendar year beginning January, 1,
        2008.
 
 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.
  8
 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 June 30, 2007:
 
 Raw
                  materials
              
              $
              286,516Work
                  in process
              
              
              —Finished
                  goods
              
              
              316,389$
              602,905
 
 
 3.
              PREPAID
                  EXPENSE AND OTHER CURRENT
                  ASSETS
 
 Prepaid
        expense and other current assets totaling $74,022 at June 30, 2007, consists
        of
        $32,330 of prepaid insurance, advertising and software maintenance expenses,
        and
        $41,692 of prepayments for inventory.
  9
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 4.
              PROPERTY,
                  PLANT AND EQUIPMENT
 
 Property,
        plant and equipment consists of the following as of June 30, 2007:
  Building
                  and Land
              
              $
              1,218,362Furniture,
                  vehicles, and equipment
              
              
              221,534Leasehold
                  improvements
              
              
              7,0001,446,896Less:
                  accumulated depreciation and amortization
              
              
              (217,058
              )$
              1,229,838
  For
        the
        three and six months ended June 30, 2007, depreciation expense was $9,932
        and
        $18,210, respectively. For the three and six months ended June 30, 2006,
        depreciation expense was $2,215 and $9,178, respectively
 
 On
        February 22, 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 June 30, 2007 and
        2006 represented 14.17% and 19.77%, respectively, of total net revenues for
        the
        period. Sales to Holiday Diver Inc for the three months ended June 30, 2007
        and
        2006 represented 14.17% and 10.73%, respectively, of total net revenues for
        the
        period. Sales to Silver Lane Discovery LTD for the three months ended June
        30,
        2007 represented 10.02 % of total net revenues. Sales to Brownie’s Southport
        Diver’s Inc. for the six months ended June 30, 2007 and 2006 represented 24.23%
        and 20.73% of total net revenues for the period. Sales to no other customer
        represented greater than 10% of net revenues for the three or six months
        ended
        June 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.
  10
 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 June 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, maturing on January
                  15,
                  2016,
              
              $
              417,250Promissory
                  note payable to an entity owned by the Company’s Chief Executive Officer,
                  940 Associates, Inc., secured by Company assets, bearing interest
                  at 10%
                  per annum, due in monthly principal and interest payments of $2,861,
                  maturing on January 1, 2016.
              
              
              198,382Promissory
                  note payable due an entity in which the Company’s Chief Executive Officer
                  has a financial interest, GKR Associates, Inc., secured by Building,
                  bearing 0% interest per annum, due in monthly principal and interest
                  payments of $2,292, maturing on February 15, 2007.
              
              
              94,362709,994Less
                  amounts due within one year
              
              
              65,193Long-term
                  portion of notes payable - related parties
              
              $
              644,801
 
 As
        of
        June 30, 2007, principal payments on the notes payable - related parties
        are as
        follows:
 
 2007
              
              $
              35,8212008
              
              
              68,6612009
              
              
              75,2542010
              
              
              82,4942011
              
              
              90,446Thereafter
              
              
              357,318$
              709,994
 
 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 June 30, 2007 and 2006, was $166,528 and $222,012,
        respectively. Combined net revenues from these entities for the six months
        ended
        June 30, 2007 and 2006, was $518,588 and $399,773, respectively. Accounts
        receivable from Brownie’s SouthPort Diver’s, Inc. and Brownie’s Palm Beach
        Divers at June 30, 2007, was $10,036 and $1,428, respectively.
 
 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.
  11
 UNITED
            COMPANIES CORPORATION
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  6.
              RELATED
                  PARTY TRANSACTIONS(continued)
 
 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 six months ended
        June
        30, 2007 was $25,519 and $48,957, respectively. Total royalty expense for
        the
        above agreements for the three and six months ended June 30, 2006 was $10,179
        and $18,154, respectively.
 
 7.
              ACCOUNTS
                  PAYABLE AND ACCRUED LIABILITIES
 
 Accounts
        payable and accrued liabilities of $329,194 at June 30, 2007 consists of
        $165,184 accounts payable trade, $60,574 balance of legal expenses that were
        a
        UCC expense prior to the reverse merger with Trebor Industries, Inc., $72,891
        of
        accrued payroll and related fringe benefits, and $30,545 of other liabilities
        and accruals.
 
 8.
              LOAN
                  PAYABLE
 
 On
        June
        2, 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. The terms of the loan are pending negotiation
        and
        formalization, and no payments have been made toward the outstanding balance
        on
        the loan.
  9.
              OTHER
                  LIABILITIES
  Other
        liabilities is comprised of $4,677 of on-line training liability at June
        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
        six months ended June 30, 2007, seven hundred forty-nine (749) certificates
        totaling $13,108 expired unused. Accordingly, the related liability was reversed
        and the amount recognized as other income during the six months ended June
        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 has 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 will maintain a reserve for certificate
        redemption of approximately 8% of the certificates issued, the historical
        redemption rate.
  12
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 10.
              NOTES
                  PAYABLE
 
 Notes
        payable consists of the following as of June 30, 2007:
 
 Promissory
                  note payable secured by a vehicle of the Company having a carrying
                  value
                  of $1,297 at June 30, 2007, bearing interest at 10.16% per annum,
                  due in
                  monthly principal and interest payments of $553, maturing on October
                  28,
                  2007.
              
              $
              2,167Promissory
                  note payable secured by a vehicle of the Company having a carrying
                  value
                  of $5,758 at June 30, 2007, bearing no interest, due in monthly
                  principal
                  and interest payments of $349, maturing on November 14,
                  2008.
              
              
              5,932Promissory
                  note payable secured by real property of the Company having a carrying
                  value of $1,208,570 at June 30, 2007, bearing interest at 6.99%
                  per annum,
                  due in monthly principal and interest payments of $9,038, maturing
                  on
                  January 22, 2022.
              
              
              987,037995,136Less
                  amounts due within one year:
              
              
              47,103Long-term
                  portion of notes payable
              
              $
              948,033
  As
        of
        June 30, 2007, principal payments on the notes payable are as
        follows:
 
 2007
              
              $
              24,2812008
              
              
              46,0312009
              
              
              45,2382010
              
              
              48,5042011
              
              
              52,006Thereafter
              
              
              779,076$
              995,136
  11.
              STOCK
                  WARRANTS
 
 As
        of
        March 31, 2007, all the rights to exercise 28,571,428 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 7,142,857. The vesting dates were June 30, 2005, December 31,
        2005, June 30, 2006 and December 31, 2006, respectively. Therefore the
        expiration date of the each of the four tranches of 7,142, 857 warrants is
        June
        30, 2007, December 31, 2007, June 30, 2008, and December 31, 2008. 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 tranch of 7,142,857 related to the above agreement was
        exercised. The cashless exercise was elected, and accordingly, 5,689,360
        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.
  13
 UNITED
            COMPANIES CORPORATION
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 12.
              INCOME
                  TAXES
 
 The
        components of the provision for income taxes for the six months ended June
        30,
        2007 are as follows:
 
 Current
                  Taxes:Federal
              
              $
              (7,142
              )State
              
              
              (2,773
              )Current
                  Taxes
              
              
              (9,915
              )Deferred
                  taxes
              
              
              35,206Change
                  in valuation allowance
              
              
              4,647Provision
                  for income tax benefit
              
              $
              29,938
  The
                  federal statutory and state tax rate for the second 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 June 30,
                  2007:
  Deferred
                  tax assets:Stock
                  warrants
              
              $
              67,539Allowance
                  for doubtful accounts
              
              
              9,860Depreciation
                  and amortization timing differences
              
              
              7,077Other
              
              
              18,768Total
                  deferred tax assets
              
              
              103,244Valuation
                  allowance
              
              
              (24,293
              )Deferred
                  tax assets net of valuation allowance
              
              
              78,951Less:
                  deferred tax asset - non-current
              
              
              (43,298
              )Deferred
                  tax asset - current
              
              $
              35,653
 
 14
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 13.
              SUBSEQUENT
                  EVENTS
  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 that the following
        Proposals be accepted:
  ·
              To
                  elect one (1) 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.
 ·
              To
                  ratify the appointment of L.L. Bradford & Company, LLC, as independent
                  auditors of the Company for the year ended December 31,
                  2007.
 ·
              Approval
                  to amend the Company’s articles of incorporation to change the Company’s
                  name to Brownie’s Marine Group, Inc.
 ·
              Approval
                  to permit the Company to amend the 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 will be combined and
                  reduced to
                  one share of Common Stock.
 ·
              Approval
                  to adopt and implement a stock option
                  plan.
 
 In
        addition, approximately 61% of the voting power of the Company gave their
        written consent to acceptance of the above proposals. It is anticipated that
        the
        proposal will be effectuated on or about August 22, 2007.
  15




Item
      2.  Management’s
      Plan Of Operation And Discussion And Analysis




**Introductory
      Statements**




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




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




**Overview**




United
      Companies Corporation, (referred to herein as “United” or “the Company”), a
      Nevada corporation, 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. United 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 United’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.
      Prior to the share exchange transaction with Trebor, United had no on-going
      operations.




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




**Net
      revenues** .
      For the
      three months ended June 30, 2007, we had net revenues of $923,309 as compared
      to
      net revenues of $1,374,273 for the three months ended June 30, 2006, a decrease
      of $450,964, or 32.81%. This decrease is primarily attributable to recognition
      of approximately $400,000 in revenue in the second of quarter of 2006 toward
      a
      large custom tankfill sale for which there was not a comparable sale during
      the
      second quarter of 2007. Overall, hookah unit and non-custom tankfill sales
      remained fairly constant in the second quarter of 2007 as compared to the same
      period in 2006.




**Cost
      of net revenues** .
      For the
      three months ended June 30, 2007, we had cost of net revenues of $576,423 as
      compared with cost of net revenues of $790,807 for the three months ended June
      30, 2006, a decrease of $214,384, or 27.11%. Material cost was fairly consistent
      for the three months ended June 30, 2007 as compared to the same period in
      2006
      despite the decrease in sales volume due primarily to the sales mix. The cost
      of
      material as a percentage of net revenues is higher for non-custom sales versus
      custom sales that are more labor intensive. Cost of net revenues in the second
      quarter of 2006 was more labor intensive due to the large custom tankfill
      project in process at that time. For the same reason, contracted labor in the
      second quarter of 2007 was down approximately $200,000, or 100%, from the second
      quarter of 2006.




**Gross
      profit.** For the
      three months ended June 30, 2007, we had a gross profit of $346,886 as compared
      to gross profit of $583,466 for the three months ended June 30, 2006, a decrease
      of $236,580, or 40.55%. This decrease is primarily attributable to the decrease
      in net revenues for the three months ended June 30, 2007 as compared to the
      same
      period in 2006 reduced by the lesser percentage decrease in cost of revenues.




17




**Operating
      expenses** .
      For the
      three months ended June 30, 2007, we had total operating expenses of $254,850
      as
      compared to total operating expenses of $269,379 for the three months ended
      June
      30, 2006, a decrease of $14,529, or 5.39%.




**Other
      (income) expenses** .
      For the
      three months ended June 30, 2007, we had other income of $16,345 as compared
      to
      other income of $70,442 for the three months ended June 30, 2006, a decrease
      in
      other income of $54,097, or 52.95%. The decrease is primarily a result of the
      approximately $110,000 gain on the extinguishments of the secured convertible
      debentures in the second quarter of 2006, net of the gain of approximately
      $55,000 recognized in the second quarter of 2007 on the expired and retired
      on-line training liabilities.




**Provision
      for income tax expense** .
      For the
      three months ended June 30, 2007, we had a provision for income tax benefit
      of
      $37,295, as compared to $36,107 for the three months ended June 30, 2006, an
      increase of $1,188, or 3.29%.




**Net
      Income.** For
      the
      three months ended June 30, 2007, we had net income of $145,676, as compared
      to
      net income of $420,636 for the three months ended June 30, 2006, a decrease
      of
      $274,960 or 65.37%. The net decrease is primarily attributable to the decrease
      in gross profit, and the decrease in other income.




**Results
      Of Operations For The Six Months Ended June 30, 2007, As Compared To The Six
      Months Ended June 30, 2006**




**Net
      revenues** .
      For the
      six months ended June 30, 2007, we had net revenues of $1,802,566 as compared
      to
      net revenues of $2,077,010 for the six months ended June 30, 2006, a decrease
      of
      $274,444, or 13.21%. This decrease is due to a slight decline in hookah system
      sales, and absence of a comparable custom tankfill sale during the second
      quarter of 2007 as in the second quarter of 2006 for which approximately
      $400,000 was recognized. The decrease in net revenues was partially offsetby
      an
      increase in non-custom tankfill system sales.




**Cost
      of net revenues** .
      For the
      six months ended June 30, 2007, we had cost of net revenues of $1,162,273 as
      compared with cost of net revenues of $1,227,487 for the six months ended June
      30, 2006, a decrease of $65,214, or 5.31%. Cost of revenues was down during
      the
      six months ended June 30, 2007 over the same period in 2006 consistent with
      the
      decrease in sales volume. The cost of material for the six months ended June
      30,
      2007 increased approximately $70,000, or 10.41% as compared to the same period
      in primarily for two reasons, sales mix and material cost increases. The cost
      of
      material for non-custom tankfill sales, much of the sale mix for the six months
      ended June 30, 2007, is higher as a percentage of net revenues than it is for
      custom tankfill sales that are higher in labor cost as a percentage of net
      revenues. Subcontract labor costs decreased approximately $200,000 or, 100%
      for
      the six months ended June 30, 2007 as compared to the six months ended June
      30,
      2006 as a result of the more labor-intensive custom tankfill sale recorded
      during 2006. Metal and plastic costs increased the six months ended June 30,
      2007 over the same period in 2006. In addition, an increase in wholesale sales,
      lower margin, versus retail sales for the six months ended June 30, 2007 as
      compared to June 30, 2006 resulted in material costs that were higher as a
      percentage of sales prices.




**Gross
      profit.** For the
      six months ended June 30, 2007, we had a gross profit of $640,293 as compared
      to
      gross profit of $849,523 for the six months ended June 30, 2006, an decrease
      of
      $209,230, or 24.63%. This decrease is primarily attributable to the decrease
      in
      net revenues for the six months ended June 30, 2007 as compared to the same
      period in 2006 reduced by the lesser percentage decrease in cost of revenues.




**Operating
      expenses** .
      For the
      six months ended June 30, 2007, we had total operating expenses of $506,421
      as
      compared to total operating expenses of $520,614 for the six months ended June
      30, 2006, an decrease of $14,193, or 2.73%




**Other
      (income) expenses** .
      For the
      six months ended June 30, 2007, we had other income of $4,889 as compared to
      other income of $46,093 for the six months ended June 30, 2006, a decrease
      in
      other income of $41,204, or 89.39%. The decrease is primarily a result of the
      approximately $110,000 gain on the extinguishments of the secured convertible
      debentures in the second quarter of 2006, net of the gain of approximately
      $55,000 recognized in the second quarter of 2007 on the expired and retired
      on-line training liabilities.




**Provision
      for income tax expense** .
      For the
      six months ended June 30, 2007, we had a provision for income tax benefit of
      $29,938, as compared to $36,107 for the six months ended June 30, 2006, a
      decrease of $6,169, or 17.09%. The decrease is primarily attributable to a
      change in estimate related to the deferred tax asset associated with the
      redemption of stock warrants.




18




**Net
      Income.** For
      the
      six months ended June 30, 2007, we had net income of $168,699 as compared to
      $411,109 for the six months ended June 30, 2006, a decrease of $242,410, or
      58.96%. The net decrease is primarily attributable to the decrease in gross
      profit, and the decrease in other income.




**Liquidity
      And Capital Resources**




As
      of
      June 30, 2007, we had cash and other current assets of $942,807 and current
      liabilities of $761,135, or a current ratio of 1.24%.




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 June 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.




19




***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 to support
      these employment functions. The loss of the services of these consultants prior
      to our ability to attract and retain replacements 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.




20




***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.


**I** **TEM** **3.**  **C** **ONTROLS** **A** **ND** **P** **ROCEDURES**




**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.




21




**PART
      II**


**I** **TEM** **1.**  **L** **EGAL** **P** **ROCEEDINGS**




None.


**I** **TEM** **2.**  **U** **NREGISTERED** **S** **ALES** **O** **F** **E** **QUITY** **S** **ECURITIES**




On
      February 22, 2007, the Company issued 4,444,000 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
      27, 2007, a warrant tranch of 7,142,857 was exercised pursuant to a Warrant
      dated January 1, 2005. The cashless exercise option was elected, and
      accordingly, 5,689,360 shares of common stock were issued on June 29, 2007.




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


**I** **TEM** **3.**  **D** **EFAULTS** **U** **PON** **S** **ENIOR** **S** **ECURITIES**


None.


**I** **TEM** **4.**  **S** **UBMISSION** **O** **F** **M** **ATTERS** **T** **O** **A V** **OTE** **O** **F** **S** **ECURITY** **H** **OLDERS**




None.


**I** **TEM** **5.**  **O** **THER** **I** **NFORMATION**




Not
      applicable.




22




**I** **TEM** **6. E** **XHIBITS**




**E****XHIBIT****N****O**
            
            **D****ESCRIPTION**
            
            **L****OCATION**2.2
            
            Merger
                Agreement, dated June 18, 2002 by and among United Companies Corporation,
                Merger Co., Inc. and Avid Sportswear & Golf Corp.
            
            Incorporated
                by reference to Exhibit 2.02 to Avid Sportswear & Golf Corp.’s
                Amendment No. 1 to Form S-4 filed June 24, 20022.3
            
            Articles
                of Merger of Avid Sportswear & Golf Corp. with and into Merger Co.,
                Inc.
            
            Incorporated
                by reference to Exhibit 2.03 to Avid Sportswear & Golf Corp.’s
                Amendment No. 1 to Form S-4 filed June 24, 20023.1
            
            Articles
                of Incorporation
            
            Incorporated
                by reference to Exhibit 3.05 to United Companies Corporation’s Amendment
                No. 1 to Form S-4 filed June 24, 20023.2
            
            Bylaws
            
            Incorporated
                by reference to Exhibit 3.04 to the Registration Statement on Form
                10-SB10.1
            
            Share
                Exchange Agreement, dated March 23, 2004 by and among United, Trebor
                Industries, Inc. and Robert Carmichael
            
            Incorporated
                by reference to Exhibit 16.1 to Current Report on From 8-K filed
                April 9,
                200410.2
            
            Securities
                Purchase Agreement, dated April 2, 2004 by and between United and
                Cornell
                Capital Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.2 to United Companies Corporation’s
                Registration Statement on Form SB-2 filed July 16,
                200410.3
            
            Investor
                Registration Rights Agreement, dated April 2, 2004 by and between
                United
                and Cornell Capital Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.3 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.4
            
            Security
                Agreement, dated April 2, 2004 by and between United and Cornell
                Capital
                Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.4 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.7
            
            Form
                of Secured Convertible Debenture
            
            Incorporated
                by reference to Exhibit 10.7 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.8
            
            Form
                of Warrant
            
            Incorporated
                by reference to Exhibit 10.8 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.9
            
            Standby
                Equity Distribution Agreement, dated April 2, 2004 by and between
                United
                and Cornell Capital Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.9 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.12
            
            Placement
                Agent Agreement, dated April 2, 2004, by and among United, Cornell
                Capital
                Partners, L.P. and Newbridge Securities Corporation
            
            Incorporated
                by reference to Exhibit 10.12 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.14
            
            Two
                Year Consulting Agreement with Jeff Morris effective January 1, 2005
                for
                Manage-ment and Strategic Services and Warrants issued in conjunction
                with
                the same.
            
            Incorporated
                by reference to Exhibit 10.14 to Current Report on Form 8-K filed
                on March
                11, 2005.10.15
            
            Promissory
                Note, dated February 15, 2005, principal amount of $54,998.00 payable
                to
                Robert M. Carmichael.
            
            Incorporated
                by reference to Exhibit 10.15 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed May 13, 2005.10.16
            
            Promissory
                Note, dated March 7, 2005, in the principal amount of $205,296.53
                payable
                to 940 Associates, Inc.
            
            Incorporated
                by reference to Exhibit 10.16 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed May 13,
                2005.




23




**E****XHIBIT****N****O**
            
            **D****ESCRIPTION**
            
            **L****OCATION**10.17
            
            Promissory
                Note, dated March 7, 2005, in the principal amount of $447,111.13
                payable
                to Robert M. Carmichael.
            
            Incorporated
                by reference to Exhibit 10.17 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed May 13, 2005.10.18
            
            Non-Exclusive
                License Agreement -
              BC
                Keel Trademark
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.19
            
            Non-Exclusive
                License Agreement - Buoyancy
              Compensator
                (and Dive Belt) Weight System
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.20
            
            Exclusive
                License Agreement - Brownie's Third Lung, Brownie's Public Safety,
                Tankfill, and Related Trademarks and Copyrights
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.21
            
            Non-Exclusive
                License Agreement -
              Drop
                Weight Dive Belt
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.22
            
            Non-Exclusive
                License Agreement -
              Garment
                Integrated or Garment Attachable
              Flotation
                Aid and/or PFD
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.23
            
            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, 2005.10.24
            
            Non-Exclusive
                License Agreement - SHERPA
              Trademark
                and Inflatable Flotation Aid/Signal
              Device
                Technology
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.25
            
            Non-Exclusive
                License Agreement - Tank-
              Mounted
                Weight, BC or PFD-Mounted Trim Weight or Trim Weight Holding System
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.26
            
            Exclusive
                License Agreement - Brownie’s Third Lung and Related Trademarks and
                Copyright
            
            Incorporated
                by reference to Exhibit 10.26 to United Companies Corporation’s 10KSB for
                the year ended December 31, 2006.10.27
            
            Redemption
                Agreement - Cornell Capital
              Partner’s,
                LP Secured Convertible Debentures
            
            Incorporated
                by reference to Form 8K filed on June 2,
                2006




24




**E****XHIBIT****N****O**
            
            **D****ESCRIPTION**
            
            **L****OCATION**10.28
            
            Agreement
                for Purchase and Sale of Property
              Between
                Trebor Industries, Inc. and GKR
              Associates,
                Inc. dated February 21, 2007
            
            Incorporated
                by reference to Exhibit 10.28 to United Companies Corporation’s 10KSB for
                the year ended December 31, 2006.10.29
            
            First
                Mortgage dated February 22, 2007
              between
                Trebor Industries, Inc. and
              Colonial
                Bank
            
            Incorporated
                by reference to Exhibit 10.29 to United Companies Corporation’s 10KSB for
                the year ended December 31, 2006.10.30
            
            Note
                dated February 22, 2007 payable
              to
                GKR Associates, Inc.
            
            Incorporated
                by reference to Exhibit 10.30 to United Companies Corporation’s 10KSB for
                the year ended December 31, 2006.10.31
            
            Second
                Mortgage dated February 22, 2007
              between
                Trebor Industries, Inc. and GKR
              Associates,
                LLC
            
            Incorporated
                by reference to Exhibit 10.31 to United Companies Corporation’s 10KSB for
                the year ended December 31, 2006.10.32
            
            Promissory
                Note dated January 1, 2007
              payable
                to Robert M. Carmichael
            
            Incorporated
                by reference to Exhibit 10.32 to United Companies Corporation’s 10KSB for
                the year ended December 31, 2006.10.33
            
            Promissory
                Note dated January 1, 2007
              Payable
                to 940 Associates, Inc.
            
            Incorporated
                by reference to Exhibit 10.33 to United Companies Corporation’s 10KSB for
                the year ended December 31, 2006.10.35
            
            Purchase
                and Sale Agreement with GKR
              Associates,
                LLC
            
            Incorporated
                by reference to Form 8K filed on March 23, 2007.31.1
            
            Certification
                Pursuant to Section 3.02
            
            Provided
                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





25




**SIGNATURES**




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


Date:August
                13, 2007
            **U****NITED****C****OMPANIES****C****ORPORATION**By:
            /s/
              Robert
              M. CarmichaelRobert
                M. CarmichaelPresident,
                Chief Executive Officer,
              Chief
                  Financial Officer/
              Principal
                  Accounting Officer




26