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


**WASHINGTON,
      DC 20549**






**FORM
      10-QSB**


( MARK  ONE )





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




For
      the
      quarterly period ended **September
      30, 2006**




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**




**UNITED** **** **COMPANIES** **** **CORPORATION**


(Name
      of
      Small Business Issuer in Its Charter)







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




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





**AVID** **** **SPORTSWEAR** **&** **GOLF** **** **CORP** **.**


(Former
      Name)






Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months, and (2) has been subject
      to
      such filing requirements for the past 90 days.


Yes  x No
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 155,687,722 shares of common stock outstanding as of November 1, 2006.






1




**PART
      I**




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




**Financial
      Information**
















2


UNITED
        COMPANIES CORPORATION
 CONSOIDATED
        BALANCE SHEET
 SEPTEMBER
        30, 2006
 (UNAUDITED)


ASSETSCurrent
                assetsCash
            
            $
            167,734Accounts
                receivable, net of $21,000 allowance for doubtful accounts
            
            
            63,321Inventory
            
            
            542,972Prepaid
                expenses and other current assets
            
            
            59,215Total
                current assets
            
            
            833,242Fixed
                assets, net
            
            
            30,645Other
                assets
            
            
            6,968Total
                assets
            
            $
            870,855LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                payable and accrued liabilities
            
            $
            295,766Customer
                deposits
            
            
            73,531Royalties
                payable - related party
            
            
            9,039Loan
                payable
            
            
            266,000Income
                taxes payable
            
            
            93,129Other
                liabilities
            
            
            43,685Billings
                in excess of costs and estimated earnings on uncompleted
                contract
            
            
            38,371Notes
                payable - current portion
            
            
            10,422Notes
                payable - related parties - current portion
            
            
            15,668Total
                current liabilities
            
            
            845,611Long-term
                liabilitiesNotes
                payable - long-term portion
            
            
            5,430Notes
                payable - related parties - long-term portion
            
            
            642,619Total
                liabilities
            
            
            1,493,660Commitments
                and contingenciesStockholders'
                deficitCommon
                stock; $0.001 par value; 250,000,000 shares authorized155,687,722
                shares issued and outstanding
            
            
            155,688Additional
                paid-in capital
            
            
            568,390Accumulated
                deficit
            
            
            (1,346,883
            )Total
                stockholders' deficit
            
            
            (622,805
            )Total
                liabilities and stockholders' deficit
            
            $
            870,855





See
      Accompanying Notes to Consolidated Financial Statements


3


UNITED
      COMPANIES CORPORATION


CONSOIDATED
      STATEMENTS OF OPERATIONS


(UNAUDITED)


Three
                Months Ended September 30,
            
            Nine
                Months Ended September 30,2006
            
            2005
            
            2006
            
            2005Net
                revenues
            
            $
            1,098,692
            
            $
            810,824
            
            $
            3,175,702
            
            $
            2,357,887Cost
                of revenues
            
            
            778,546
            
            
            536,742
            
            
            2,006,033
            
            
            1,523,092Gross
                profit
            
            
            320,146
            
            
            274,082
            
            
            1,169,669
            
            
            834,795Operating
                expensesResearch
                and development costs
            
            
            463
            
            
            2,934
            
            
            3,493
            
            
            7,447Selling,
                general and administrative
            
            
            245,819
            
            
            271,613
            
            
            763,403
            
            
            766,357Total
                operating expenses
            
            
            246,282
            
            
            274,547
            
            
            766,896
            
            
            773,804Income
                (loss) from operations
            
            
            73,864
            
            
            (465
            )
            
            402,773
            
            
            60,991Other
                (income) expensesOther
                (income) expense
            
            
            (44,863
            )
            
            (247
            )
            
            (129,763
            )
            
            23,027Interest
                expense
            
            
            16,376
            
            
            20,935
            
            
            55,183
            
            
            65,520Total
                other (income) expenses
            
            
            (28,487
            )
            
            20,688
            
            
            (74,580
            )
            
            88,547Net
                income (loss) before provision for income tax
            
            
            102,351
            
            
            (21,153
            )
            
            477,353
            
            
            (27,556
            )Provision
                for income tax
            
            
            (153,442
            )
            
            --
            
            
            (117,335
            )
            
            --Net
                (loss) income
            
            $
            (51,091
            )
            $
            (21,153
            )
            $
            360,018
            
            $
            (27,556
            )Basic
                (loss) income per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            0.00
            
            $
            (0.00
            )Diluted
                (loss) income per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            0.00
            
            $
            (0.00
            )Basic
                weighted average commonshares
                outstanding
            
            
            155,687,722
            
            
            119,703,593
            
            
            149,948,574
            
            
            116,402,013Diluted
                weighted average commonshares
                outstanding
            
            
            173,544,865
            
            
            119,703,593
            
            
            162,817,982
            
            
            116,402,013


See
        Accompanying Notes to Consolidated Financial Statements
  4


UNITED
          COMPANIES CORPORATION
 CONSOIDATED
          STATEMENT OF STOCKHOLDERS' DEFICIT
  Commitment
                    FeesRelated
                    toAdditional
                
                Standby
                    Equity
                
                
                
                TotalCommon
                    Stock
                
                Paid-in
                
                Distribution
                
                Accumulated
                
                Stockholders'Shares
                
                Amount
                
                Capital
                
                Agreement
                
                Deficit
                
                DeficitBalance,
                    December 31, 2005
                
                
                136,470,677
                
                $
                136,471
                
                $
                616,489
                
                $
                (86,205
                )
                $
                (1,706,901
                )
                $
                (1,040,146
                )Conversion
                    of Secured Convertible Debenture to common stock pursuant to
                    the
                    Securities Purchase Agreement dated April 4, 2004
                
                
                12,500,000
                
                
                12,500
                
                
                17,500
                
                
                --
                
                
                --
                
                
                30,000Amortization
                    of commitment fees related to Standby Equity Distribution Agreement
                
                
                --
                
                
                --
                
                
                (35,753
                )
                
                35,753
                
                
                --
                
                
                --Consulting
                    expense recognized for stock warrants issued in conjunction with
                    the
                    consulting agreement effective January, 2005
                
                
                --
                
                
                --
                
                
                25,910
                
                
                --
                
                
                --
                
                
                25,910Net
                    loss
                
                
                --
                
                
                --
                
                
                --
                
                
                --
                
                
                (9,527
                )
                
                (9,527
                )Balance,
                    March 31, 2006 (Unaudited)
                
                
                148,970,677
                
                
                148,971
                
                
                624,146
                
                
                (50,452
                )
                
                (1,716,428
                )
                
                (993,763
                )Conversion
                    of Secured Convertible Debenture to common stock pursuant to
                    the
                    Securities Purchase Agreement dated April 4, 2004
                
                
                6,717,045
                
                
                6,717
                
                
                52,393
                
                
                --
                
                
                --
                
                
                59,110Amortization
                    of commitment fees related to Standby Equity Distribution Agreement
                
                
                --
                
                
                --
                
                
                (50,452
                )
                
                50,452
                
                
                --
                
                
                --Consulting
                    expense recognized for stock warrants issued in conjunction with
                    the
                    consulting agreement effective January, 2005
                
                
                --
                
                
                --
                
                
                25,910
                
                
                --
                
                
                --
                
                
                25,910Extinguishment
                    of Secured Convertible Debentures on June 2, 2006
                
                
                --
                
                
                --
                
                
                (109,517
                )
                
                --
                
                
                --
                
                
                (109,517
                )Net
                    income
                
                
                --
                
                
                --
                
                
                --
                
                
                --
                
                
                420,636
                
                
                420,636Balance,
                    June 30, 2006 (Unaudited)
                
                
                155,687,722
                
                
                155,688
                
                
                542,480
                
                
                --
                
                
                (1,295,792
                )
                
                (597,624
                )Consulting
                    expense recognized for stock warrants issued in conjunction with
                    the
                    consulting agreement effective January, 2005
                
                
                --
                
                
                --
                
                
                25,910
                
                
                --
                
                
                --
                
                
                25,910Net
                    loss
                
                
                --
                
                
                --
                
                
                --
                
                
                --
                
                
                (51,091
                )
                
                (51,091
                )Balance,
                    September 30, 2006 (Unaudited)
                
                
                155,687,722
                
                $
                155,688
                
                $
                568,390
                
                $
                --
                
                $
                (1,346,883
                )
                $
                (622,805
                )
  See
          Accompanying Notes to Consolidated Financial Statements
  5


UNITED
        COMPANIES CORPORATION
 CONSOIDATED
        STATEMENTS OF CASH FLOWS
 (UNAUDITED)


Nine
                Months Ended September 30,2006
            
            2005Cash
                flows from operating activities:Net
                income (loss)
            
            $
            360,019
            
            $
            (27,556
            )Adjustments
                to reconcile net income (loss) to netcash
                provided by operating activities:Depreciation
                and amortization
            
            
            21,660
            
            
            40,339Stock
                based compensation
            
            
            77,730
            
            
            77,731Change
                in deferred tax asset
            
            
            24,206
            
            
            --Gain
                on extinguishment of secured convertible debentures
            
            
            (109,517
            )
            
            --Loss
                on disposal of fixed assets
            
            
            --
            
            
            2,941Changes
                in operating assets and liabilities:Change
                in accounts receivable, net
            
            
            (10,703
            )
            
            (30,729
            )Change
                in inventory
            
            
            (114,289
            )
            
            2,451Change
                in prepaid expenses and other current assets
            
            
            (40,045
            )
            
            (32,211
            )Change
                in other assets
            
            
            --
            
            
            8,199Change
                in accounts payable and accrued liabilities
            
            
            (151,092
            )
            
            (75,618
            )Changes
                in income taxes payable
            
            
            93,129
            
            
            --Change
                in lease payable - related party
            
            
            (18,950
            )
            
            --Change
                in customer deposits
            
            
            (55,600
            )
            
            82,261Change
                in billings in excess of costs and estimatedearnings
                on uncompleted contract
            
            
            38,371
            
            
            --Change
                in other liabilities
            
            
            11,025
            
            
            31,297Change
                in royalties payable - related parties
            
            
            (8,526
            )
            
            --Net
                cash provided by operating activities
            
            
            117,418
            
            
            79,105Cash
                flows from investing activities:Proceeds
                from sale of fixed asset
            
            
            --
            
            
            17,434Purchase
                of fixed assets
            
            
            (4,587
            )
            
            (4,154
            )Net
                cash provided (used) by investing activities
            
            
            (4,587
            )
            
            13,280Cash
                flows from financing activities:Change
                in due to related parties
            
            
            --
            
            
            4,484Proceeds
                from borrowings on notes payable - related parties
            
            
            --
            
            
            8,013Proceeds
                from borrowings on loan payable
            
            
            266,000
            
            
            --Principal
                payments on notes payable
            
            
            (7,425
            )
            
            (28,240
            )Principal
                payments on notes payable - related parties
            
            
            (23,517
            )
            
            (17,810
            )Principal
                payments on secured convertible debentures
            
            
            (210,500
            )
            
            --Net
                cash provided (used) by financing activities
            
            
            24,558
            
            
            (33,553
            )Net
                change in cash
            
            
            137,389
            
            
            58,832Cash,
                beginning of period
            
            
            30,345
            
            
            2,328Cash,
                end of period
            
            $
            167,734
            
            $
            61,160Supplemental
                disclosure of cash flow information:Cash
                paid for interest
            
            $
            87,300
            
            $
            35,996Cash
                paid for income taxes
            
            $
            --
            
            $
            --Supplemental
                disclosure of non-cash financing activitiesConversion
                of Convertible Debenture into Stock as providedin
                Stock Purchase Agreement
            
            $
            89,110
            
            $
            50,000Amortization
                of loan fees related to Standby EquityDistribution
                Agreement
            
            $
            86,205
            
            $
            108,452Common
                stock issued/revalued/redeemed for other receivable
            
            $
            --
            
            $
            (207,143
            )


See
        Accompanying Notes to Consolidated Financial Statements


6
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)





1.
            DESCRIPTION
                OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES





Description
      of business - United
      Companies Corporation (hereinafter referred to as the “Company”) designs, tests,
      manufactures and distributes recreational hookah diving, 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 - United
      Companies Corporation (UCC) was incorporated under the laws of Nevada on
      November 26, 2001, with authorized common stock of 250,000,000 shares with
      a par
      value of $0.001.





On
      March
      23, 2004, UCC consummated an agreement to acquire all of the outstanding capital
      stock of Trebor Industries, Inc., dba Brownies Third Lung, in exchange for
      95,000,000 shares of the Company’s common stock. 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 (UCC), accompanied by a recapitalization. UCC issued 95,000,000 shares
      of its common stock for all of the issued and outstanding common stock of Trebor
      Industries, Inc., dba Brownies Third Lung. The accounting for the UCC
      Transaction is identical to that resulting from a reverse acquisition, except
      goodwill or other intangible assets will not be recorded. Accordingly, these
      financial statements are the historical financial statements of Trebor
      Industries, Inc., dba Brownies Third Lung. Trebor Industries, Inc., dba Brownies
      Third Lung, was incorporated in September 17, 1981. Therefore, these financial
      statements reflect activities from September 17, 1981 (Date of Inception for
      Trebor Industries, Inc., dba Brownies Third Lung) and forward.





Definition
      of fiscal year - The
      Company’s fiscal year end is December 31.





Use
      of
      estimates - The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those
      estimates.





Reclassifications -
      Certain reclassifications have been made to the 2005 financial statement amounts
      to conform to the 2006 financial statement presentation.





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.


7
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




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





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





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




Revenue
      recognition -
      Revenues from product sales are recognized when the Company’s products are
      shipped 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 months ended September 30, 2006 and 2005 was $12,596, and $7,050,
      respectively. Advertising and trade show expense incurred for the nine months
      ended September 30, 2006 and 2005 was $33,414, and $31,838, respectively.





8
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




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.





As
      of
      September 30, 2006, the Company has available a net operating loss carryforward
      that will expire in 2024.





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




Stock-based
      compensation - The
      Company 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 the three or nine months ended September 30, 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 September 30, 2006 since their effect was dilutive.




New
      accounting pronouncements - In September 2006, the Financial Accounting
      Standards Board ("FASB") issued Financial Accounting Statement (“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 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 is currently evaluating the impact of
      adopting FIN 48 on its financial statements.


9
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




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





In
      May
      2005, the FASB issued FAS No. 154, *Accounting Changes and Error
      Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3*.
      The statement changes the requirements for the accounting for and reporting
      of a
      voluntary change in accounting principle. The Statement requires retrospective
      application of prior periods’ financial statement of changes in accounting
      principle, unless it is impracticable to determine either the period-specific
      effects or the cumulative effect of the change. When it is impracticable to
      determine the period-specific effects of an accounting change on one of more
      individual periods presented, this Statement requires that the new accounting
      principle be applied to the balances of assets and liabilities as of the
      beginning of the earliest period for which retrospective application is
      practicable and that a corresponding adjustment be made to the opening balance
      of retained earnings (or other appropriate components of equity or net assets
      in
      the statement of financial position) for that period rather than being reported
      in an income statement. When it is impracticable to determine the cumulative
      effect of applying a change in accounting principle to all prior periods, this
      Statement requires that the new accounting principle be applied as if it were
      adopted prospectively from the earliest date practicable. The Statement carries
      forward the without change the guidance contained in APB opinion No. 20 for
      reporting the correction of an error in previously issued financial statements,
      a change in accounting estimate, and guidance regarding justification of a
      change in accounting principle on the basis of preferability. The Statement
      is
      effective for all fiscal years beginning after December 31, 2005. As allowed
      by
      the Statement, the Company adopted early application in June 2005 with no
      significant financial impact.





In
      March,
      2005, the FASB issued Summary of Interpretation No. 47, *Accounting for
      Conditional Asset Retirement Obligations - an interpretation of FASB Statement
      No. 143*. The Interpretation clarifies that the term “conditional asset
      retirement obligation” as used in FASB Statement No. 143, Accounting for Asset
      Retirement Obligations, refers to legal obligation to perform an asset
      retirement activity in which the timing and (or) method of settlement are
      conditional on a future event that may or may not be within control of the
      entity. The Interpretation directs that the entity is required to recognize
      a
      liability for the fair value of the conditional asset retirement obligation
      if
      the fair value of the liability can be reasonably estimated. The fair value
      of a
      liability for the conditional asset retirement obligation should be recognized
      when incurred - generally upon acquisition, construction, or development and
      (or) through the normal operation of the asset. The Interpretation further
      clarifies when an entity would have sufficient information to reasonably
      estimate the fair value of an asset retirement obligation acknowledging that
      in
      some cases this information may not be available. The Interpretation is
      effective no later than the end of the fiscal years ending after December 15,
      2005 (December 31, 2005 for calendar year enterprises). As encouraged by the
      FASB, the Company elected early application of this Interpretation in the year
      ended December 31, 2005 without significant financial impact.


10
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




2.
            INVENTORY





Inventory
      consists of the following as of September 30, 2006:





Raw
                materials
            
            $
            239,785Work
                in process
            
            
            --Finished
                goods
            
            
            303,187$
            542,972




3.
            PREPAID
                EXPENSE AND OTHER CURRENT
                ASSETS





Prepaid
      expense and other current assets totaling $59,215 at September 30, 2006,
      consists of $24,357 of prepaid insurance, tradeshow, advertising and software
      maintenance expenses, and $34,858 of prepaid deposits on inventory.




4.
            FIXED
                ASSETS




Fixed
      assets consists of the following as of September 30, 2006:




Furniture,
                vehicles, and equipment
            
            $
            216,911Leasehold
                improvements
            
            
            7,000223,911Less:
                accumulated depreciation and amortization
            
            
            (193,266
            )$
            30,645




5.
            CUSTOMER
                CREDIT CONCENTRATIONS





Sales
      to
      Brownie’s Southport Diver’s, Inc. for the three months ended September 30, 2006
      and 2005 represented 11.46% and 9.92%, respectively, of total Company net
      revenues. Sales to Holiday Diver Inc. for the three months ended September
      30,
      2006 and 2005 represented 13.53% and 10.06%, respectively, of total Company
      net
      revenues. Sales to Marlena Shadow for the three months and nine months ended
      September 30, 2006 represented 19.57% and 20.31%, respectively, of total Company
      net revenues. Sales to Brownie’s Southport Diver’s, Inc. for the nine months
      ended September 30, 2006 and 2005 represented 14.87% and 18.82%, respectively,
      of total Company net revenues. Sales to no other customer represented greater
      than 10% of net revenues for the three and nine months ended September 30,
      2006
      and 2005. Brownie’s Southport Diver’s Inc. is owned by the brother of Robert
      Carmichael, the Company’s Chief Executive Officer, as further discussed in Note
      6 - RELATED
      PARTY TRANSACTIONS.





11
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




6.
            RELATED
                PARTY TRANSACTIONS





Notes
      payable - related parties - Notes
      payable - related parties consist of the following as of September 30,
      2006:





Promissory
                note payable to the Chief Executive Officer of the
                Company,unsecured,
                bearing interest at 10% per annum, due in monthly principaland
                interest payments of $3,924, maturing on March 1, 2010, with aballoon
                payment of $431,795 due. The note will be discounted 15%
                ofthe
                outstanding principal balance if it is paid in full by April, 1
                2007.
            
            $
            443,288Promissory
                note payable to an entity owned by the Company’s ChiefExecutive
                Officer, unsecured, bearing interest at 10% per annum, duein
                monthly principal and interest payments of $1,802, maturing onMarch
                1, 2010, with a balloon payment of $198,264 due. The notewill
                be discounted 15% of the outstanding principal balance if
                itis
                paid in full by April 1, 2007.
            
            
            203,541Promissory
                note payable due an entity owned by the Company’s ChiefExecutive
                Officer, unsecured, bearing 0% interest per annum, due inmonthly
                principal only payments of $2,292, maturing on February
                15,2007.
            
            
            11,458658,287Less
                amounts due within one year
            
            
            15,688Long-term
                portion of notes payable - related parties
            
            $
            642,619





As
      of
      September 30, 2006, principal payments on the notes payable - related parties
      are as follows:





2006
            
            $
            12,4712007
            
            
            4,3172008
            
            
            4,7692009
            
            
            5,2682010
            
            
            631,462$
            658,287




12
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




6.
            RELATED
                PARTY TRANSACTIONS(continued)





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 revenue from these entities for the
      three months ended September 30, 2006 and 2005, was $169,438 and $113,326,
      respectively. Combined revenue from these entities for the nine months ended
      September 30, 2006 and 2005, was $569,212 and $543,010, respectively. Accounts
      receivable from Brownie’s SouthPort Diver’s, Inc. and Brownie’s Palm Beach
      Divers at September 30, 2006 was $519 and $364, respectively.





Royalties - The
      Company has Non-Exclusive License Agreements with an entity that the Company’s
      Chief Executive Officer has an ownership interest to license product patents
      it
      owns. Based on the agreements with the entity, the Company pays royalties
      ranging from $1.00 to $50.00 per licensed products sold, with rates increasing
      5% annually. With the same entity, the Company has a Non-Exclusive License
      Agreement to license a trademark of products owned by the entity. Based on
      the
      agreement, the Company will pay the entity $0.25 per licensed product sold,
      with
      rates increasing $0.05 annually.





The
      Company has Non-Exclusive License Agreements with an entity owned by the
      Company’s Chief Executive Officer to license product patents it owns. Previous
      agreements in effect with this entity were renegotiated and new agreements
      were
      entered into effective January 1, 2006. Under the terms of the agreements,
      the
      Company pays the other related entity $2.00 per licensed product sold, with
      rates increasing 5% annually. With the same entity, 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 the agreement, the Company pays the entity 2.5% of gross
      revenues per quarter, with a 66% royalty fee discount period through December
      31, 2006, after which time the royalty rate will return to 100%. In addition,
      the agreement provides for a $600 advertising credit per month against the
      royalties due quarterly. At December 31, 2006, whatever cumulative portion
      of
      the advertising credit the Company has not used for advertising, if any, will
      become due and payable to the related party entity as a royalty.





Total
      royalty expense for the above agreements for the three months ended September
      30, 2006 and 2005, was $11,926 and $7,334, respectively. Total royalty expense
      for the above agreements for the nine months ended September 30, 2006 and 2005,
      was $30,078 and $16,444, respectively.





Lease
      Expense - The Company leases its facility from an entity in which the Chief
      Executive Officer has an ownership interest. For the three months ended
      September 30, 2006 and 2005, lease expense was $30,475, and $30,475,
      respectively. For the nine months ended September 30, 2006 and 2005, lease
      expense was $60,950, and $60,950, respectively.




7.
            BILLINGS
                IN EXCESS OF COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED
                CONTRACT





Billings
      in excess of costs and estimated earnings on uncompleted contract consists
      of
      the following as of September 30, 2006:





Costs
                incurred on uncompleted contract
            
            $
            342,469Estimated
                earnings
            
            
            264,280606,749Less:
                billings to date
            
            
            645,120Billings
                in excess of costs and estimated earnings on uncompleted
                contract
            
            $
            (38,371
            )


13
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




8.
            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.




9.
            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 balance due under the secured convertible
      debentures. The terms of the loan are pending negotiation and formalization.
      No
      payments have been made toward the outstanding balance on the loan.




10.
            OTHER
                LIABILITIES





On
      line
      training liability as of September 30, 2006 was $43,685.





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 has no historical data with regard to the
      percentage of certificates that will be redeemed versus those that will expire.
      Therefore, until the Company accumulates historical data related to the
      certificate redemption ratio, it will assume that 100% of certificates issued
      with unit sales will be redeemed. Accordingly, at the time a unit is sold,
      the
      related on-line training liability is recorded. The same liability is reduced
      as
      certificates are redeemed and the related payments are made to the on-line
      training vendor.




11.
            NOTES
                PAYABLE





Notes
      payable consist of the following as of September 30, 2006:





Promissory
                note payable secured by a vehicle of the Company having acarrying
                value of $5,188 at September 30, 2006, bearing interest at10.16%
                per annum, due in monthly principal and interest payments of$553,
                maturing on October 28, 2007.
            
            $
            6,781Promissory
                note payable secured by a vehicle of the Company having aCarrying
                value of $8,899 at September 30, 2006, bearing no
                interest,due
                in monthly principal and interest payments of $349,
                maturingon
                November 14, 2008.
            
            
            9,07115,852Less
                amounts due within one year:
            
            
            10,422Long-term
                portion of Notes payable
            
            $
            5,430





14
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




11.
            NOTES
                PAYABLE (continued)


As
      of
      September 30, 2006, principal payments on the notes payable are as
      follows:





2006
            
            $
            2,5472007
            
            
            9,4712008
            
            
            3,834$
            15,852




12.
            SECURED
                CONVERTIBLE DEBENTURES




On
      April
      2, 2004, the Company issued a Secured Convertible Debenture to Cornell Capital
      Partners, LP in the principal amount of $250,000. The Secured Convertible
      Debenture was convertible into shares of the Company’s common stock at a price
      per share that was equal to the lesser of: (i) an amount equal to 120% of the
      closing bid price of our common stock as of the date of the convertible
      debenture or (ii) an amount equal to 80% of the average of the lowest daily
      volume weighted average price of our common stock for the five trading days
      immediately preceding the conversion date. The Secured Convertible Debenture
      accrued interest at a rate of 5% per year and was convertible at the holder’s
      option. The Secured Convertible Debenture had a term of two (2) years. At the
      Company’s option, the Secured Convertible Debenture was payable in cash or
      convertible into shares of common stock unless converted earlier by the holder.





On
      July
      23, 2004, the Company issued a second Secured Convertible Debenture to Cornell
      Capital Partners, L.P. in the principal amount of $125,000. The Secured
      Convertible Debenture had a term of 2 years with all the same terms and
      conditions of the first secured convertible debenture issued on April 2,
      2004.





On
      June
      2, 2006, the Company fully satisfied the outstanding balance of the Secured
      Convertible Debentures. As part of the redemption, Cornell Capital Partners,
      L.P. waived its right to issuance of warrants and reduced the redemption fee
      from 20% to 10.21%. In addition, the Redemption Agreement retired the Standby
      Equity Distribution Agreement. The total amount paid Cornell Capital Partners,
      L.P. under the Redemption Agreement was $266,777 that included $210,500
      redemption amount (principal amount), $34,777 accrued interest, and $21,500
      redemption fee (10.21%) of principal amount. The Company recorded a $109,517
      gain on extinguishment of the Secured Convertible Debentures attributable to
      the
      intrinsic value of the embedded conversion feature.





15
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)




12.
            SECURED
                CONVERTIBLE DEBENTURES





The
      following table represents conversions by Cornell Capital Partners, L.P. under
      the terms of the Secured Convertible Debentures from inception through September
      30, 2006 for free-trading common stock, which shares were registered with the
      Securities and Exchange Commission in a registration statement on Form
      SB-2:





Conversion
                Notice Date
            Date
                of Conversion
            Conversion
                $ Amount
            Conversion
                $ Per Share Price
            Number
                of SharesFebruary
                15, 2005
            March
                3, 2005
            $10,000
            0.0128
            781,250March
                8, 2005
            March
                24, 2005
            10,000
            0.0082
            1,219,512June
                21, 2005
            July
                15, 2005
            10,000
            0.0028
            3,571,429August
                3, 2005
            September
                13, 2005
            10,000
            0.0025
            4,000,000September
                19, 2005
            September
                19, 2005
            10,000
            0.0046
            2,173,913October
                19,2005
            October
                19, 2005
            10,000
            0.0026
            3,773,585November
                14, 2005
            November
                14, 2005
            10,000
            0.0023
            4,347,826December
                7, 2005
            December
                7, 2005
            5,390
            0.0018
            2,994,444$75,390
            
            22,861,959





The
      following table represents conversions by Cornell Capital Partners, L.P. under
      the terms of the Secured Convertible Debentures from inception through September
      30, 2006 for restricted common stock:





Conversion
                Notice Date
            Date
                of Conversion
            Conversion
                $ Amount
            Conversion
                $ Per Share Price
            Number
                of SharesJanuary
                6, 2006
            February
                2, 2006
            $10,000
            0.0016
            6,250,000February
                10, 2006
            March
                7, 2006
            10,000
            0.0032
            3,125,000March
                1, 2006
            March
                7,2006
            10,000
            0.0032
            3,125,000May
                3, 2006
            May
                24,2006
            59,110
            0.0088
            6,717,045$89,110
            
            19,217,045




13.
            STANDBY
                EQUITY DISTRIBUTION AGREEMENT




On
      April
      2, 2004, the Company entered into a Standby Equity Distribution Agreement with
      Cornell Capital Partners, L.P. In addition, the Company issued 3,625,000 shares
      of the Company’s common stock in April 2004 for commitment fees totaling
      $290,000 related to the Standby Equity Distribution Agreement. The commitment
      fees were amortized to additional paid in-capital over the term of the Standby
      Equity Distribution Agreement. As part of the redemption of the Secured
      Convertible Debentures, the Company terminated on June 2, 2006 the Standby
      Equity Distribution Agreement that was not due to retire until August 6,
      2005.




16
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)






14.
            COMMITMENTS
                AND CONTINGENCIES





Consulting
      Agreement -
      The
      Company entered into a two-year consulting agreement effective January 1, 2005,
      for management and strategic services. The consulting agreement calls for
      payments of $6,000 per month and provides for warrants to purchase 28,571,428
      shares of the Company’s common stock. 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 agreement. The right to exercise
      the warrants shall vest in four equal tranches of 7,142,857 common shares at
      six
      months, twelve months, eighteen months, and twenty-four months. The warrants
      expiration date is twenty-four months after the vest date. 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.
      The Company can terminate the consulting agreement at any time for “Cause” as
      defined in the consulting agreement. The consultant may terminate the consulting
      agreement at any time for non-payment of monies due, and such condition remains
      uncured for a period of sixty days. If the Company terminates the consultant
      during the term of the agreement without “Cause”, the right to exercise all
      warrants will vest immediately. The Company calculated the total fair value
      of
      the stock options as $198,643 using the Black-Scholes model. For the three
      and
      nine months ended September 30, 2006, the Company recognized $25,910 and
      $77,730, respectively, as compensation expense related to the stock options.
      As
      of September 30, 2006, the rights to exercise 21,428,571 warrants had vested
      under the consulting agreement and none of the warrants had been exercised.





Property
      Lease Agreement - The
      Company operates from a leased facility in which the Company’s Chief Executive
      Officer has an ownership interest. The lease is non-cancelable and calls for
      an
      annual base rent of approximately $115,000 plus sales tax with a 10% base rent
      increase every 5 years. The lease expires in April 2013, and has three
      5- year
      renewal options. In addition, up to $15,000 in real estate taxes is provided
      for
      in the base rental payment. Any real estate taxes over and above $15,000 are
      billed as additional rent to the Company and included in rent expense. For
      the
      three months ended September 30, 2006, and 2005, total rent expense for the
      leased facility was $30,475 and $30,475, respectively. For the nine months
      ended
      September 30, 2006, and 2005, total rent expense for the leased facility was
      $91,425 and $91,425, respectively. Additionally, the Company is responsible
      for
      all other operating expenses on the property such as insurance, repairs and
      maintenance, etc. as the lease is termed a triple net lease. The triple net
      expenses are recorded to the applicable expense accounts on the Company’s
      statement of operations.





Equipment
      Lease Agreement - The
      Company leases various office equipment under either a month-to-month basis
      or
      under an operating lease. Currently there is one non-cancelable operating lease
      for an office copier at a rate of $313 per month plus sales tax. The lease
      expires in August 2009.





Future
      minimum lease payments required under the property lease and the equipment
      lease
      as of September 30, 2006, are as follows:




2006
            
            $
            31,4232007
            
            
            125,6902008
            
            
            125,6902009
            
            
            124,4272010
            
            
            121,900Thereafter
            
            
            406,333$
            935,463




15.  INCOME
      TAXES





Income
      tax expense of $117, 335 for the nine months September 30, 2006 consists of
      $93,129 of federal income taxes and $24,206 related to full utilization of
      the
      deffered tax asset related to federal net operating loss carryforward during
      the
      period. At June 30, 2006, the Company had a federal net operating loss
      carryforward of $315,057. This operating loss carryforward was available to
      offset future taxable income over the next nineteen years. The Company
      anticipates utilization of approximately $42,000 of the net operating loss
      carryforward for the year ended 2005 and $273,057 for the year ended 2006.
      Based
      on higher than anticipated results, Management accelerated its estimate of
      the
      utilization of the net operating loss carryforward. Accordingly, the 50% or
      $24,206 valuation reserve against the net deferred tax asset was adjusted from
      $24,206 or 25%, to $20,104 or 25%, to $0 or 100%, at December 31, 2005, June
      30,
      2006, and September 30, 2006, respectively. The change of the net deferred
      tax
      asset from June 30, 2006 to September 30, 2006 was a decrease of
      $60,313.





17




**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, entered into a Share Exchange Agreement, dated
      March 23, 2004, by and among United, Trebor Industries, Inc., d/b/a
      Brownie’s Third Lung, a Florida corporation (referred to herein as “Trebor”),
      and Robert Carmichael. Pursuant to the Share Exchange Agreement, Mr. Carmichael
      exchanged 377 shares of common stock, par value $1.00 per share, of Trebor,
      which constituted all of the issued and outstanding shares of capital stock
      of
      Trebor, for 95,000,000 shares of common stock, par value $0.001 per share,
      of
      United. Pursuant to the Share Exchange Agreement, Trebor became a wholly owned
      subsidiary of United.




Through
      Trebor, the Company 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, the dba name
      of Trebor.




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. United had been seeking potential operating businesses and business
      opportunities, with the intent to acquire or merge with such
      businesses.




On
      February 12, 2002, United filed with the Securities and Exchange Commission
      a
      Form S-4 Proxy Statement and Registration Statement in conjunction with Avid
      Sportswear & Golf Corp., a Nevada corporation (“Avid”), describing a
      proposed merger of Avid with and into Merger Co., a wholly-owned subsidiary
      of
      United (“Merger Co.”). On January 28, 2003, the Commission declared the Form S-4
      Proxy Statement and Registration Statement effective. At a special meeting
      of
      Avid shareholders held on February 20, 2003, the shareholders approved (i)
      the
      Merger Agreement, dated June 18, 2002, by and among Avid, United and Merger
      Co.
      and (ii) the related Articles of Merger. Merger Co. became the surviving entity
      and assumed all of Avid’s assets and liabilities. At the time of the merger,
      outstanding shares of Avid common stock were converted automatically into shares
      of United common stock on a one (1) for fifty (50) basis. In the opinion of
      Avid’s management, the excess of Avid’s liabilities over its assets and the lack
      of available funding made any other acquisition or merger, other than the merger
      with Merger Co., unlikely.




Effective
      March 23, 2004, United sold all of its ownership interest in its wholly-owned
      subsidiary, Merger Co., to Gateway Connections Limited, an international
      business company formed under the laws of Belize.




18


On
      April
      2, 2004, we issued a Secured Convertible Debenture to Cornell Capital Partners,
      LP in the principal amount of $250,000. On April 2, 2004, we also entered into
      a
      Standby Equity Distribution Agreement with Cornell Capital Partners, LP. On
      July
      23, 2004, we issued a second Secured Convertible Debenture to Cornell Capital
      Partners, LP. in the principal amount of $125,000. On April 2, 2006, the first
      Secured Convertible Debenture having an outstanding principal balance of
      $144,610 matured.





On
      June
      2, 2006, the Company entered into a Redemption Agreement with Cornell Capital
      Partners, LP. whereby the Company fully satisfied the outstanding balance of
      the
      Secured Convertible Debentures and terminated the Standby Equity Distribution
      Agreement. The total amount paid Cornell Capital Partners, LP. under the
      Redemption Agreement was $266,777 that included $210,500 redemption amount
      (principal amount), $34,777 accrued interest, and $21,500 redemption fee (10.21%
      of principal amount). The Company recorded a $109,517 gain on extinguishments
      of
      the Secured Convertible Debentures attributable to the intrinsic value of the
      embedded conversion feature.




**Financial
      Performance**




United
      has a history of losses. Trebor acquired by share exchange on March 23, 2004,
      has historically had both profitable and unprofitable years. For the years
      ended
      December 31, 2005 and 2004, United sustained losses of $96,310 and $510,922,
      respectively, which includes United’s wholly-owned subsidiary Trebor. For the
      three and nine months ended September 30, 2006, United had a net loss of $51,091
      and net income of $360,019, respectively.




**Results
      Of Operations For The Three Months Ended September 30, 2006, As Compared To
      The
      Three Months Ended September 30, 2005**




**Net
      revenues** .
      For the
      three months ended September 30, 2006, we had net revenues of $1,098,692 as
      compared to net revenues of $810,824 for the three months ended September 30,
      2005, an increase of $287,868 or 35.50%. This increase is primarily attributable
      to several factors occurring in the third quarter of 2006: we recognized
      approximately $215,000 of a contract sale for a dive system with hyperbaric
      support, there was an overall increase in both tankfill system and hookah system
      sales, and price increases and material cost savings instituted in the fourth
      quarter of 2005 carried over into the third quarter of 2006. The Company
      attributes its hookah system sales increases to expanding its market beyond
      the
      scuba dive retailer and into sporting goods and boating retailers, its web-based
      training program that was rolled out in July 2005, and to concerted marketing
      and sales efforts, including a release in July 2005 of a brand new catalog
      featuring all our products. Non-custom tankfill system increases are mainly
      attributed to our standalone presence at several boat shows toward the end
      of
      2005 where many new and old contacts were made and renewed (in earlier years
      shared booth space with a Brownie dealer resulted in shared tankfill revenues),
      three new OEM relationships with yacht-builders, and the release of the new
      catalog in July 2005 featuring all our products. In addition, we believe that
      the Brownie’s Third Lung name continues to grow in brand recognition, and in
      addition to gaining new customers each year, we see repeat business through
      brand loyal customers.




**Cost
      of net revenues** .
      For the
      three months ended September 30, 2006, we had cost of net revenues of $778,546
      as compared with cost of net revenues of $536,742 for the three months ended
      September 30, 2005, an increase of $241,804 or 45.05%. This increase during
      the
      three months ended September 30, 2006 over the same period in 2005 is consistent
      with the increase in sales volume that included the custom tankfill project
      in
      progress, and the increase in hookah and other tankfill system sales. The
      increase is comprised of an increase in contract and material costs of $183,758,
      an increase in subcontract expenses of $19,325, an increase in factory payroll
      of $13,782, an increase in freight in expense of $9,177, and a net increase
      in
      other cost of revenues of $15,762.




**Gross
      profit.** For the
      three months ended September 30, 2006, we had a gross profit of $320,146 as
      compared to gross profit of $274,082 for the three months ended September 30,
      2005, an increase of $46,064 or 16.81%. This increase is primarily attributable
      to an increase in net revenues for the three months ended September 30,
      2006.




**Operating
      expenses** .
      For the
      three months ended September 30, 2006, we had total operating expenses of
      $246,282, as compared to total operating expenses of $274,547 for the three
      months ended September 30, 2005, a decrease of $28,265 or 10.30%.




**Other
      (income) expenses** .
      For the
      three months ended September 30, 2006, we had other income of $28,487 as
      compared to other expenses of $20,688 for the three months ended September
      30,
      2005, an increase in other income of $49,175 or 237.70%. This increase is
      primarily attributable to the approximate $35,000 gain on the extinguishments
      of
      two payables that were no longer deemed due and payable at September 30,
      2006.




19




**Provision
      for income tax** .
      For the
      three months ended September 30, 2006, we had provision for income tax of
      $153,442, as compared to $0 for the three months ended September 30, 2005,
      an
      increase of $153,442. The increase is primarily attributable to federal income
      tax expense for the period of $95,072 and $53,370 related to full utilization
      of
      the existing deferred tax asset in the third quarter of 2006 that related to
      a
      net operating loss carryforward. The period expense provides for the cumulative
      effect of change in accounting estimate for income tax expense. Since the
      Company had been experiencing net losses, there was no provision for income
      tax
      expense. Instead, the company had a provision for tax benefit for the net
      operating loss carryforward. As of second quarter the loss trend reversed,
      and
      the income trend is carrying forward. Accordingly, Management revised its
      estimate in the third quarter of 2006 to provide for a reserve for income tax
      expense.




**Net
      income (loss) before provision for income tax.** For
      the
      three months ended September 30, 2005, we had net income before provision for
      income taxes of $102,351 as compared to a $21,153 net loss before provision
      for
      income taxes for the three months ended September 30, 2005. This represents
      an
      increase in net income before provision for income taxes of $123,504 or 583.86%.
      The net increase is primarily attributable to an increase in net revenues,
      a
      decrease in operating expenses, and an increase in other income for the three
      months ended September 30, 2006.




**Net
      (loss) income.** For
      the
      three months ended September 30, 2006, we had a net loss of $51,091, as compared
      to a net loss of $21,153 for the three months ended September 30, 2005, an
      increase in loss of $29,938 or 141.53%. The increase is primarily attributable
      to the cumulative effect of the change in accounting estimate for income tax
      expense. Without the effect of this change in estimate, the Company would have
      shown net income for the period.




**Results
      Of Operations For The Nine Months Ended September 30, 2006, As Compared To
      The
      Nine Months Ended September 30, 2005.**




**Net
      revenues** .
      For the
      nine months ended September 30, 2006, we had net revenues of $3,175,702 as
      compared to net revenues of $2,357,887 for the nine months ended September
      30,
      2005, an increase of $817,815 or 34.68%. This increase is primarily attributable
      to several factors occurring during the nine months ended September 30, 2006:
      we
      recognized approximately $615,000 of a contract sale for a dive system with
      hyperbaric support, there was an overall increase in both tankfill system and
      hookah system sales, and price increases and cost reductions instituted in
      the
      third and fourth quarter of 2005 carried over into the nine months ended
      September 30, 2006. The Company attributes its hookah system sales increases
      to
      expanding its market beyond the scuba dive retailer and into sporting goods
      and
      boating retailers, its web-based training program that was rolled out in July
      2005, and to concerted marketing and sales efforts, including a release in
      July
      2005 of a brand new catalog featuring all our products. Non-custom tankfill
      system increases are mainly attributed to our standalone presence at several
      boat shows in late 2005 where many new and old contacts were made and renewed
      (in earlier years shared booth space with a Brownie dealer resulted in shared
      tankfill revenues), three new OEM relationships with yacht-builders, and the
      release of the new catalog in July 2005 featuring all our products. In addition,
      we believe that the Brownie’s Third Lung name continues to grow in brand
      recognition, and in addition to gaining new customers each year, we see repeat
      business through brand loyal customers.




**Cost
      of net revenues** .
      For the
      nine months ended September 30, 2006, we had cost of revenues of $2,006,033
      as
      compared with cost of revenues of $1,523,092 for the nine months ended September
      30, 2005, an increase of $482,941 or 31.71%. This increase during the nine
      months ended September 30, 2006 over the same period in 2005 is consistent
      with
      the increase in net revenues. The increase is comprised of an increase in
      contract and material costs of $381,064, an increase in subcontract expenses
      of
      $29,696, an increase in shop supplies of $12,752, an increase in factory payroll
      of $26,596, an increase in freight in expense of $17,370, and an increase in
      other cost of revenues of $15,463.




**Gross
      profit.** For the
      nine months September ended 30, 2006, we had a gross profit of $1,169,669,
      as
      compared to gross profit of $834,795 for the comparable period in 2005, an
      increase of $334,874 or 40.11%. This increase is primarily attributable to
      an
      increase in net revenues and a modest decrease in cost of revenues as a
      percentage of sales for the nine months ended September 30, 2006.




**Operating
      expenses** .
      For the
      nine months ended September 30, 2006, we had total operating expenses of
      $766,896, as compared to total operating expenses of $773,804 for the nine
      months ended June 30, 2005, a decrease of $6,908 or 0.89%.




**Other
      (income) expenses** .
      For the
      nine months ended September 30, 2006, we had other income of $74,580, as
      compared to other expenses of $88,547 for the nine months ended September 30,
      2005, an increase in other income of $163,127 or 184.23%. This increase is
      primarily attributable to the $109,517 gain on the extinguishments of the
      secured convertible debentures, and an approximate $35,000 gain on the
      extinguishments of two payables that are no longer deemed due and payable as
      of
      the third quarter of 2006.




20




**Provision
      for income tax** .
      For the
      nine months ended September 30, 2006, we had provision for income tax of
      $117,335, as compared to $0 for the nine months ended 30, 2005, an increase
      of
      $117,335. The increase is primarily attributable to federal income tax expense
      for the period of $95,072 and $22,263 related to full utilization of the
      existing deferred tax asset in the third quarter of 2006 that related to a
      net
      operating loss carryforward. The period expense provides for the cumulative
      effect of change in accounting estimate for income tax expense. Since the
      Company had been experiencing operating losses there was no provision for income
      tax expense. In the contrary, there was a provision for tax benefit for the
      net
      operating loss carryforward. As of second quarter the loss trend reversed,
      and
      the income trend is carrying forward. Accordingly, Management revised its
      estimate to provide for a reserve for income tax expense.




**Net
      income (loss) before provision for income tax.** For
      the
      nine months ended September 30, 2006, we had net income before provision for
      income taxes of $477,353 as compared to a $27,556 net loss before provision
      for
      income taxes for the nine months ended September 30, 2005. This represents
      an
      increase in net income before provision for income taxes of $504,909 or
      1,832.30%. The increase is primarily attributable to the increase in net
      revenues for the nine months ended September 30, 2006.




**Net
      (loss) income.** For
      the
      nine months ended September 30, 2006, we had net income of $360,018, as compared
      to a $27,556 net loss for the nine months ended September 30, 2005, an increase
      of $387,574 or 1,406.50%. The increase is primarily attributable to the increase
      in net revenues and the modest decrease in cost of revenues as a percentage
      of
      sales for the nine months ended September 30, 2006. In addition, the increase
      in
      net income includes gain on the extinguishments of the secured convertible
      debentures of $109,517 during the nine months ended September 30, 2006.




**Liquidity
      And Capital Resources**




As
      of September 30,
      2006, we had cash and other current assets of $833,242. As of September 30,
      2006, we had current liabilities of $845,611, consisting of accounts payable
      and
      accrued liabilities of $295,766, loan payable of $266,000, customer deposits
      of
      $73,531, other liabilities of $43,685, royalties payable - related party of
      $9,039, billings in excess of costs and estimated earnings on uncompleted
      contracts of $38,371, notes payable - current portion of $10,422, notes payable
      - current portion - related parties of $15,668, and income taxes payable of
      $93,129. As of September 30,
      2006, we had a working capital deficit of $12,369.




On
      April
      2, 2004, we entered into a Standby Equity Distribution Agreement with Cornell
      Capital Partners, LP. As of June 30, 2006, we had not taken any advances under
      the Standby Equity Distribution Agreement. As part of the redemption of the
      Secured Convertible Debentures as discussed below, the Company terminated on
      June 2, 2006 the Standby Equity Distribution Agreement.




On
      April
      2, 2004, we issued a Secured Convertible Debenture to Cornell Capital Partners,
      LP in the principal amount of $250,000. The Secured Convertible Debenture was
      convertible into shares of our common stock as a price per share that was equal
      to the lesser of: (i) an amount equal to 120% of the closing bid price of our
      common stock as of the date of the convertible debenture or (ii) an amount
      equal
      to 80% of the average of the lowest daily volume weighted average price of
      our
      common stock for the five trading days immediately preceding the conversion
      date. The Secured Convertible Debenture accrued interest at a rate of 5% per
      year and was convertible at the holder’s option. The Secured Convertible
      Debenture had a term of two (2) years. At United’s option, the Secured
      Convertible Debenture was payable in cash or convertible into shares of our
      common stock unless converted earlier by the holder.




On
      July
      23, 2004, we issued a second Secured Convertible Debenture in the principal
      amount of $125,000, with the same terms and conditions as the Secured
      Convertible Debenture issued on April 2, 2004, as described above. On April
      2,
      2006, the first Secured Convertible Debenture having an outstanding principal
      balance of $144,610 matured and was neither redeemed in shares, nor paid off.





On
      June
      2, 2006, the Company fully satisfied the outstanding balance of the Secured
      Convertible Debentures. The Redemption Agreement terminated the Standby Equity
      Distribution Agreement as discussed above. The total amount paid Cornell Capital
      Partners, LP under the Redemption Agreement was $266,777 that included $210,500
      redemption amount (principal amount), $34,777 accrued interest, and $21,500
      redemption fee (10.21% of principal amount). The Company recorded a $109,517
      gain on extinguishments of the Secured Convertible Debentures attributable
      to
      the intrinsic value of the embedded conversion feature.





21


On
      June
      2, 2006 the Company borrowed $266,000 from a customer. The proceeds of the
      loan
      were used to satisfy the outstanding balance due under the Secured Convertible
      Debentures. The terms of the loan are pending formalization.




**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.*




***We
      Have Historically Lost Money And Losses May Continue In The
      Future***




On
      March
      23, 2004, United entered into a share exchange transaction with Trebor
      Industries, Inc., d/b/a Brownie’s Third Lung and Robert Carmichael. Pursuant to
      this share exchange transaction, United acquired all of the issued and
      outstanding capital stock of Trebor and Trebor became a wholly owned subsidiary
      of United. Trebor Industries designs, manufactures and sells surface-supplied
      air units for the recreational diving industry. United has a history of losses.
      Historically, Trebor has had both profitable and unprofitable years. As of
      September 30, 2006, we had an accumulated deficit of $1,346,833. For the nine
      months ended September 30, 2006, we had net income of $360,019. For the year
      ended December 31, 2005 we incurred a net loss of $96,310. For the year ended
      December 31, 2004 we incurred a net loss of $510,922.




If
      we are
      not successful in maintaining profitable operations, we may not be able to
      attract sufficient capital to continue our operations. Our inability to obtain
      adequate financing may result in the need to curtail business operations and
      will likely result in a lower stock price.




***We
      May Need To Raise Additional Capital To Finance
      Operations***




As
      of
      September 30, 2006 we had $167,734 of cash on hand and our total current assets
      were $833,242. Our current liabilities were $845,611 as of September 30, 2006.
      We may need to raise additional capital to fund our anticipated operating
      expenses. Among other things, external financing may be required to cover our
      operating costs. Unless we obtain and maintain profitable operations, it is
      unlikely that we will be able to secure additional financing from external
      sources. As of August 1, 2006, we estimate that we will require $1 million
      to
      fund our anticipated operating expenses for the next twelve months if we
      maintain sales growth at the same rate. To step up sales growth at a more
      aggressive rate, we would require approximately $1.5 to $2.5 million to fund
      our
      anticipated operating expenses for the next twelve months. The sale of our
      common stock to raise capital may cause dilution to our existing shareholders.
      Our inability to obtain adequate financing will result in the need to curtail
      business operations. Any of these events would be materially harmful to our
      business and may result in a lower stock price. Our inability to obtain adequate
      financing will result in the need to curtail business operations and you could
      lose your entire investment. Our financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.




***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.




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




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




22




***Our
      Common Stock Is Deemed To Be “Penny Stock,” Which May Make It More Difficult For
      Investors To Sell Their Shares Due To Suitability
      Requirements***




Our
      common stock is deemed to be “penny stock” as that term is defined in Rule
      3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
      are
      stock:




· With
      a
      price of less than $5.00 per share;




·  That
      are
      not traded on a “recognized” national exchange;




·  Whose
      prices are not quoted on the Nasdaq automated quotation system (Nasdaq listed
      stock must still have a price of not less than $5.00 per share); or




·  In
      issuers with net tangible assets less than $2.0 million (if the issuer has
      been
      in continuous operation for at least three years) or $5.0 million (if in
      continuous operation for less than three years), or with average revenues of
      less than $6.0 million for the last three years.




Broker/dealers
      dealing in penny stocks are required to provide potential investors with a
      document disclosing the risks of penny stocks. Moreover, broker/dealers are
      required to determine whether an investment in a penny stock is a suitable
      investment for a prospective investor. These requirements may reduce the
      potential market for our common stock by reducing the number of potential
      investors. This may make it more difficult for investors in our common stock
      to
      sell shares to third parties or to otherwise dispose of them. This could cause
      our stock price to decline.




***We
      Could Fail To Attract Or Retain Key Personnel***




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




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




Effective
      January 1, 2005, the Company entered into a two-year consulting agreement with
      one of the consultants as referred to above for management and strategic
      services. The consulting agreement calls for a monthly consulting fee and
      provides for warrants to purchase 28,571,428 shares of the Company’s common
      stock. The exercise price of the warrants is $.007 per share, which equaled
      the
      closing price of the Company’s Common stock on January 1, 2005, the effective
      date of the agreement. The rights to exercise the warrants shall vest in four
      equal tranches of 7,142,857 current shares at six months, twelve months,
      eighteen months, and twenty-four months. The Company can terminate the
      consulting agreement at any time for “Cause” as defined in the consulting
      agreement. The consultant may terminate the consulting agreement at any time
      for
      non-payment of monies due, and such condition remains uncured for a period
      of
      sixty days. As of September 30, 2006, 21,428,571 warrants had vested with none
      being exercised.


23




***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.




***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.





24




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




**(A)**  **Evaluation
      Of Disclosure Controls And Procedures**




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




**(B)**  **Changes
      In Internal Controls Over Financial Reporting**




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




25


**PART
      II**




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




None




**ITEM** **2.**  **CHANGES** **** **IN** **** **SECURITIES** **** **AND** **** **USE** **** **OF** **** **PROCEEDS**




None




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




On
      April
      2, 2006, the first Secured Convertible Debenture due to Cornell Capital
      Partners, LP having an outstanding principal balance of $144,610 matured. On
      June 2, 2006, the Company fully satisfied the outstanding balance on the Secured
      Convertible Debentures. The Redemption Agreement also terminated the Standby
      Equity Distribution Agreement. The total amount paid Cornell Capital Partners,
      LP under the Redemption Agreement was $266,777 that included $210,500 redemption
      amount (principal amount), $34,777 accrued interest, and $21,500 redemption
      fee
      (10.21% of principal amount).




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




None.




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




Not
      applicable.




26




**Item
      6. Exhibits, Lists And Reports On Form 8-K**




**(a)**  **Exhibits.**


**EXHIBIT********NO****.**
              
              **DESCRIPTION**
              
              **LOCATION**2.2
              
              Merger
                  Agreement, dated June 18, 2002 by and among United Companies Corporation,
                  Merger Co., Inc. and Avid Sportswear & Golf Corp.
              
              Incorporated
                  by reference to Exhibit 2.02 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,
                  200410.5
              
              Irrevocable
                  Transfer Agent Instructions, dated April 2, 2004, by and among
                  United,
                  Cornell Capital Partners, L.P. and First American Stock
                  Transfer
              
              Incorporated
                  by reference to Exhibit 10.5 to United Companies Corporation’s
                  Registration Statement on Form SB filed July 16,
                  200410.6
              
              Escrow
                  Agreement, dated April 2, 2004 by and among United, Cornell Capital
                  Partners, L.P. and Butler Gonzalez, LP
              
              Incorporated
                  by reference to Exhibit 10.6 to United Companies Corporation’s
                  Registration Statement on Form SB filed July 16,
                  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,
                  200410.10
              
              Registration
                  Rights Agreement, dated April 2, 2004 by and between United and
                  Cornell
                  Capital Partners, L.P.
              
              Incorporated
                  by reference to Exhibit 10.10 to United Companies Corporation’s
                  Registration Statement on Form SB filed July 16,
                  2004
  27
  **EXHIBIT********NO****.**
              
              **DESCRIPTION**
              
              **LOCATION**10.11
              
              Escrow
                  Agreement, dated April 2, 2004 by and among United, Cornell Capital
                  Partners, L.P. and Butler Gonzalez, LP
              
              Incorporated
                  by reference to Exhibit 10.11 to United Companies Corporation’s
                  Registration Statement on Form SB filed July 16,
                  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,
                  200410.13
              
              Irrevocable
                  Transfer Agent Instructions, dated April 2, 2004 by and among United,
                  Cornell Capital Partners, L.P. and First American Stock
                  Transfer
              
              Incorporated
                  by reference to Exhibit 10.13 to United Companies Corporation’s
                  Registration Statement on Form SB filed July 16,
                  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 March 31, 2005 filed May 13, 2005.10.16
              
              Promissory
                  Note, dated March 7, 2005, in the principal amount of $205,296.53
                  payable
                  to 940 Associates, Inc.
              
              Incorporated
                  by reference to Exhibit 10.16 to United Companies Corporation's
                  10QSB for
                  the quarter ended March 31, 2005 filed May 13, 2005.10.17
              
              Promissory
                  Note, dated March 7, 2005, in the principal amount of $447,111.13
                  payable
                  to Robert M. Carmichael.
              
              Incorporated
                  by reference to Exhibit 10.17 to United Companies Corporation's
                  10QSB for
                  the quarter ended March 31, 2005 filed May 13, 2005.10.18
              
              Non-Exclusive
                  License Agreement -
                BC
                  Keel Trademark
              
              Incorporated
                  by reference to Exhibit 10.18 to United Companies Corporation's
                  10QSB for
                  the quarter ended June 30, 2005 filed August 15, 2005.10.19
              
              Non-Exclusive
                  License Agreement - Buoyancy
                Compensator
                  (and Dive Belt) Weight System
              
              Incorporated
                  by reference to Exhibit 10.18 to United Companies Corporation's
                  10QSB for
                  the quarter ended June 30, 2005 filed August 15, 2005.10.20
              
              Exclusive
                  License Agreement - Brownie's Third Lung, Brownie's Public Safety,
                  Tankfill, and Related Trademarks and Copyrights
              
              Incorporated
                  by reference to Exhibit 10.18 to United Companies Corporation's
                  10QSB for
                  the quarter ended June 30, 2005 filed August 15, 2005.10.21
              
              Non-Exclusive
                  License Agreement -
                Drop
                  Weight Dive Belt
              
              Incorporated
                  by reference to Exhibit 10.18 to United Companies Corporation's
                  10QSB for
                  the quarter ended June 30, 2005 filed August 15, 2005.10.22
              
              Non-Exclusive
                  License Agreement -
                Garment
                  Integrated or Garment Attachable
                Flotation
                  Aid and/or PFD
              
              Incorporated
                  by reference to Exhibit 10.18 to United Companies Corporation's
                  10QSB for
                  the quarter ended June 30, 2005 filed August 15,
                  2005.
  28
  **EXHIBIT********NO****.**
              
              **DESCRIPTION**
              
              **LOCATION**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, 2005 filed March 30, 2006.10.27
              
              Redemption
                  Agreement - Cornell Capital Partners, LP Secured Convertible
                  Debentures
              
              Incorporated
                  by reference to Exhibit 10.27 to
                Current
                  Report on Form 8-K filed on June 2,
                2006.31.1
              
              Certification
                  Pursuant to Section 302
              
              Provided
                  herewith31.2
              
              Certification
                  Pursuant to Section 302
              
              Provided
                  herewith32.1
              
              Certification
                  Pursuant to Section 1350
              
              Provided
                  herewith32.2
              
              Certification
                  Pursuant to Section 1350
              
              Provided
                  herewith




**(b)**  **Reports
      On Form 8-K.**




We
      filed
      a Current Report on Form 8-K on June 2, 2006 with respect to Item 1.01 - Entry
      into a Material Definitive Agreement as referenced to in Exhibit No.
      10.27.





29




**SIGNATURES**






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




Date:
                November 14, 2006
            **UNITED********COMPANIES********CORPORATION**By:*/s/ Robert
                M. Carmichael*Robert
                M. CarmichaelPresident,
                Chief Executive Officer,Chief
                Financial Officer/Principal
                Accounting Officer






30