U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
(MARK ONE)

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

                  For the quarterly period ended March 31, 2004

     |_|  Transition report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

               For the transition period from _______ to _______.

                          Commission File No. 000-28321

                          UNITED COMPANIES CORPORATION
                 (Name of Small Business Issuer in Its Charter)

<TABLE>
<CAPTION>
<S>                                                                           <C>
                             Nevada                                                       88-0374969
 (State or Other Jurisdiction of Incorporation or Organization)              (I.R.S. Employer Identification No.)

         940 N.W. 1st Street, Fort Lauderdale, Florida                                       33311
         ---------------------------------------------                                       -----
           (Address of Principal Executive Offices)                                        (Zip Code)
</TABLE>

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

                          AVID SPORTSWEAR & GOLF CORP.
                                  (Former Name)



      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the past 12 months,  and (2) has
been subject to such filing requirements for the past 90 days. Yes |X|  No |_|

      There were  109,483,718  shares of common stock  outstanding as of May 19,
2004.

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

Financial Information

                         UNITED COMPANIRES CORPORATION
                             CONDENSED BALANCE SHEET
                                 MARCH 31, 2004
                                   (UNAUDITED)

                                     ASSETS

Current assets
          Cash                                                     $      8,599
          Accounts receivable, net                                       35,488
          Inventory                                                     384,552
          Due from related parties                                        5,961
                                                                   ------------
                    Total current assets                                434,600

Fixed assets, net                                                        86,144

Other assets                                                              6,902
                                                                   ------------

Total assets                                                       $    527,646
                                                                   ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
          Accounts payable and accrued liabilities                 $    612,074
          Due to related parties                                        742,354
          Billings in excess of costs and estimated
               earnings on uncompleted contracts                          5,000
          Customer deposits                                             209,646
          Other liabilities                                              39,258
          Loans payable - current portion                                16,431
          Capital lease obligation                                        2,791
                                                                   ------------
                    Total current liabilities                         1,627,554

Long-term liabilities
          Loan payable - long-term portion                               49,141
                                                                   ------------

Total liabilities                                                     1,676,695

Commitments and contingencies                                                --

Stockholders' deficit
          Preferred stock; $0.001 par value; 10,000,000
               shares authorized no shares
               issued and outstanding

          Common stock; $0.001 par value; 250,000,000
               shares authorized 109,483,718
               shares issued and outstanding                            109,483
          Additional paid-in capital                                     27,239
          Accumulated deficit                                        (1,285,771)
                                                                   ------------
                    Total stockholders' deficit                      (1,149,049)
                                                                   ------------

Total liabilities and stockholders deficit                         $   5 27,646
                                                                   ============

                 See Accompanying Notes to Financial Statements

                                       3
<PAGE>

                          UNITED COMPANIES CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                   Three Months Ended March 31,
                                                 ------------------------------
                                                     2004              2003
                                                 ------------      ------------

Revenues                                         $    446,259      $    446,370

Cost of revenues                                      361,690           368,544
                                                 ------------      ------------
  Gross profit                                         84,569            77,826

Operating expenses
  Research and development costs                       15,361            14,143
  Selling, general and administrative                 232,566           163,697
                                                 ------------      ------------
    Total operating expenses                          247,927           177,840
                                                 ------------      ------------

  Loss from operations                               (163,358)         (100,014)

Other expenses
  Other expense                                        (3,113)             (147)
  Interest expense                                    (19,631)           (9,689)
                                                 ------------      ------------
    Total other expenses                              (22,744)           (9,836)

Net loss                                         $   (186,102)     $   (109,850)
                                                 ============      ============

Basic loss per common share                      $      (0.02)     $    (291.38)
                                                 ============      ============
Diluted loss per common share                    $      (0.02)     $    (291.38)
                                                 ============      ============

Basic and diluted weighted average common
    shares outstanding                             10,828,061               377
                                                 ============      ============

                 See Accompanying Notes to Financial Statements

                                        4

<PAGE>

                          UNITED COMPANIES CORPORATION
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                 Common Stock                                                            Total
                                          -------------------------     Additional       Treasury      Accumulated   Stockholders'
                                             Shares         Amount    Paid-in Capital      Stock         Deficit        Deficit
                                          -------------------------  -----------------  ----------    ------------   -------------
<S>                                        <C>             <C>          <C>             <C>            <C>            <C>
Balance, December 31, 2003                         377     $     --     $  365,846      $  (4,800)     $(1,099,669)   $   (738,623)

Issuance of common stock for
Acquisition
of United Companies Corporation            109,483,341      109,483       (333,807)            --               --        (224,324)

Cancellation of treasury stock                      --           --         (4,800)         4,800               --              --

Net loss                                            --           --             --             --         (186,102)       (186,102)
                                           -----------     --------     ----------      ---------      -----------    ------------
Balance, March 31, 2004 (Unaudited)        109,483,718     $109,483     $   27,239      $      --      $(1,285,771    $ (1,149,049)
                                           ===========     ========     ==========      =========      ===========    ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       5
<PAGE>

                           UNITED COMPANIES COPORATION
                       CONSENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                           Three months ended March 31,
                                                           ----------------------------
                                                               2004            2003
                                                           ------------    ------------
<S>                                                         <C>             <C>

Cash flows from operating activities:
  Net income (loss)                                         $  (186,102)    $(109,850)
  Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
    Depreciation                                                 10,170         7,276
  Changes in operating assets and liabilities:
    Change in accounts receivable, net                           16,112       (26,839)
    Change in inventory                                         (51,213)        1,921
    Change in bank overdraft                                    (26,299)       48,046
    Change in accounts payable and accrued liabilities           56,470        46,775
    Change in customer deposits                                 200,726            --
    Change in billings in excess of cost and estimated
      earnings on uncompleted contracts                              --        55,105
    Change in other liabilities                                  (5,104)      (14,242)
                                                            -----------     ---------
      Net cash provided by operating activities                  14,760         8,192

Cash flows from investing activities:
    Change in due from related party                             (5,961)           --
    Purchase of fixed assets                                     (2,013)           --
                                                            -----------     ---------
      Net cash used by investing activities                      (7,974)           --

Cash flows from financing activities:
    Change in due to related parties                             10,424         4,484
    Proceeds from borrowings on loans payable                        --            --
    Principal payments on loans payable                          (3,768)       (4,170)
    Principal payments on capital lease obligations              (4,843)       (8,506)
                                                            -----------     ---------
      Net cash provided (used) by financing activities            1,813        (8,192)
                                                            -----------     ---------

Net change in cash                                                8,599            --

Cash, beginning of period                                            --            --
                                                            -----------     ---------

Cash, end of period                                         $     8,599     $      --
                                                            ===========     =========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                    $     1,202     $   4,713
                                                            ===========     =========
Supplemental disclosure of non-cash financing activities
  Accounts payable and accrued liabilties assumed through
    acquistion of United Companies Corporation              $   224,324     $      --
                                                            ===========     =========
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       6
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

History - United Companies  Corporation  ("UCC") was incorporated under the laws
of Nevada on November 26,2001 with authorized common stock of 250,000,000 shares
with a par value of $0.001 and preferred  stock of 10,000,000  shares with a par
value of $0.001. The terms of the preferred  includes  conversion rights, at the
option  of the  stockholder  of 400  shares of  common  stock for each  share of
preferred stock.

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

Going concern -- The accompanying  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of liabilities  in the normal course of business.  The Company has
incurred a net loss of  approximately  $186,000 for the three months ended March
31,  2004.  The  Company's  current  liabilities  exceed its  current  assets by
approximately $1,193,000 as of March 31, 2004.

These conditions give rise to substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  management plans to introduce their
product  line  into  two  previously   non-traditional   outlets  through  major
retailers.  Concurrently,  the Company  plans to  introduce  web-based  training
related to the Hooka diving systems,  which should broaden the potential market.
The Company will also seek additional sources of capital through the issuance of
debt and equity  financing,  but there can be no assurnace that the Company will
be successful in accomplishing its objectives.

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

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

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


                                       7
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

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

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

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

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

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

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

Product  development  costs - Product  development  expenditures  are charged to
expenses as incurred.

Advertising and marketing costs - The Company recognizes advertising expenses in
accordance  with Statement of Position 93-7  "Reporting on  Advertising  Costs."
Accordingly,  the Company expenses the costs of producing  advertisements at the
time production occurs,  and expenses the costs of communicating  advertisements
in the period in which the  advertising  space or  airtime is used.  Advertising
expenses  incurred  for the three  months  ended March 31,  2004 and 2003,  were
approximately $12,200 and $7,300, respectively.

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

As of March 31, 2004, the Company has available net operating loss carryforwards
that will expire in various  periods  through 2024. Such losses may not be fully
deductible  due to the  significant  amounts of non-cash  service  costs and the
change in ownership  rules under Section 382 of the Internal  Revenue Code.  The
Company has  established  a valuation  allowance for the full tax benefit of the
operating loss carryovers due to the uncertainty regarding realization.


                                       8
<PAGE>


                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

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

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

The Company issued no stock,  neither granted warrants nor options, to employees
for compensation for the three months March 31, 2004 and 2003.

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

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

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

New accounting pronouncements - In July 2001, the Financial Accounting Standards
Board issued  Statement  of Financial  Accounting  Standards  No. 141,  Business
Combinations,  and Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets. They also issued Statement of Financial  Accounting
Standards No. 143, Accounting for Obligations  Associated with the Retirement of
Long-Lived  Assets,  and  Statement of Financial  Accounting  Standards No. 144,
Accounting  for the Impairment or Disposal of Long-Lived  Assets,  in August and
October 2001, respectively.

SFAS No. 141 requires all business combinations initiated after June 30, 2001 be
accounted for under the purchase method. SFAS 141 supersedes APB Opinion No. 16,
Business  Combinations,  and Statement of Financial Accounting Standards No. 38,
Accounting for  Preacquisition  Contingencies of Purchased  Enterprises,  and is
effective for all business combinations initiated after June 30, 2001.

SFAS No. 142  addresses  the  financial  accounting  and  reporting for acquired
goodwill and other  intangible  assets.  Under the new rules,  the Company is no
longer required to amortize goodwill and other intangible assets with indefinite
lives,  but  will be  subject  to  periodic  testing  for  impairment.  SFAS 142
supersedes APB Opinion No. 17, Intangible Assets. Effective January 1, 2002, the
Company  adopted SFAS 142 and is  evaluating  the effect that such  adoption may
have on its results of operations and financial  position.  The Company  expects
that the  provisions of SFAS 142 will not have a material  impact on its results
of operations and financial position upon adoption.

                                       9
<PAGE>
                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

New accounting pronouncements  (continued) - SFAS No. 143 establishes accounting
standards for the recognition and measurement of an asset retirement  obligation
and its associated asset retirement cost. It also provides  accounting  guidance
for legal  obligations  associated  with the  retirement of tangible  long-lived
assets.  SFAS 143 is effective in fiscal  years  beginning  after June 15, 2002,
with early adoption  permitted.  Management has yet to determine the impact that
the adoption of SFAS No. 143 will have on the Company's financial statements.

SFAS No.  144  establishes  a single  accounting  model  for the  impairment  or
disposal of  long-lived  assets,  including  discontinued  operations.  SFAS 144
superseded  Statement of Financial  Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
and APB Opinion No. 30,  Reporting  the Results of  Operations  - Reporting  the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently  Occurring Events and Transactions.  The provisions of SFAS No. 144
are  effective in fiscal years  beginning  after  December 15, 2001,  with early
adoption permitted, and in general are to be applied prospectively.  The Company
adopted  SFAS No. 144  effective  January  1, 2002 and does not expect  that the
adoption will have a material  impact on its results of operations and financial
position.

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

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

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

2. INVENTORY

Inventory consists of the following as of March 31, 2004:

                       Raw materials                     $ 237,269
                       Work in process                          --
                       Finished goods                      147,283
                                                         ---------
                                                         $ 384,552
                                                         =========


                                       10
<PAGE>


                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

3. FIXED ASSETS

Fixed assets consist of the following as of March 31, 2004:

                     Furniture and equipment            $   231,205
                     Leasehold improvements                  43,958
                                                        -----------
                                                            275,163
                     Less: accumulated depreciation         189,019
                                                        -----------

                                                        $    86,144
                                                        ===========

4. RELATED PARTY TRANSACTIONS

Due from related party - Due from related party  consists of a loan to an entity
owned by the Company's Chief Executive Officer, unsecured,  bearing no interest,
and due on demand.

Due to related  parties - Due to related  parties consist of the following as of
March 31, 2004:

      Loan from the Company's Chief Executive Officer, unsecured,
       bearing interest at 10% per annum, and due on demand           $  515,224

      Loan from an entity owned by the Company's Chief Executive
       Officer, unsecured, bearing interest at 10% per annum, and
       due on demand 199,743

      Loan from the Company's Chief Executive Officer, unsecured,
       bearing interest at 10% per annum, principal- only payments
       of $5,000 per month, and due on demand                             27,387
                                                                      ----------

                                                                     $   742,354
                                                                     ===========

Revenues - The Company sells products to an entity owned by the Company's  Chief
Executive  Officer.  Revenues  earned from the entity for the nine months  ended
March 31, 2004 and 2003 were approximately  $196,000 and $111,000  respectively.

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

During January 2004,  the Company  entered into an Exclusive  License  Agreement
with an entity owned by the  Company's  Chief  Executive  Officer to license the
trademark  "Brownies  Third  Lung".  Under the  Agreement  the Company will make
quarterly payments totaling the greater of $15,000 or 2.5% of gross revenues.

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


                                       11
<PAGE>


                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

4. RELATED PARTY TRANSACTIONS (continued)

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

For the three months ended March 31, 2004,  total royalty  expense for the above
agreements approximated $18,000.

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

Billings  in excess of costs and  estimated  earnings on  uncompleted  contracts
consist of the following as of March 31, 2004:

      Costs incurred on uncompleted contracts                 $   147,241
      Estimated earnings                                           37,567
                                                              -----------
                                                                  184,808
      Less: billings to date                                      189,808
                                                              -----------

      Billings in excess of cost and estimated earnings on
        uncompletedcontracts                                  $    (5,000)
                                                              ===========

6. OTHER LIABILITIES

Other  liabilities  totaling  $39,258  as of March 31,  2004  consist of various
settlements with government  agencies for payment of taxes and penalties.  Under
the  settlement  agreements,  the Company is required to make  monthly  payments
ranging from $500 to $1,501. The liabilities are unsecured and payments continue
until paid in full.  Further,  the liabilities  bear interest ranging from 0% to
7%.

7. LOANS PAYABLE

Loans payable consists of the following as of September 31, 2004:

Promissory note payable secured by a vehicle of the Company,
  bearing interest at 10.16%, due in monthlyprincipal and
  interest payments of  $553, due August 2007                         $   19,872

Promissory note payable secured by a vehicle of the Company,
  bearing no interest, due in monthly principal and interest
  payments of $349, which matures November 2008                           19,542

Promissory note payable secured by a vehicle of the Company,
  bearing interest at 7.47%, due in monthly principal and interest
  payments of $513, which matures October 2008                            24,158


                                       12
<PAGE>


                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

7. LOANS PAYABLE (continued)

Promissory note payable to an individual, unsecured, bearing no interest,
  payable in monthly installments of $500, which matured January 2003.
  the Company began making variable payments in accordance with ongoing
  negotiations with the individual As of December 31, 2002, the Company
  was in default, subsequently during 2003                                 2,000
                                                                        --------

                                                                          65,572
Less amounts due within one year:                                         16,431

Long-term portion of loan payable                                       $ 49,141
                                                                        ========

As of March 31, 2004, principal payments on the notes payable are as follows:

      April 1, 2004 through December 31, 2004              $    14,735
      2005                                                      16,980
      2006                                                      16,980
      2007                                                      11,967
      2008                                                       4,910
                                                           -----------

                                                           $    65,572
                                                           ===========

8. CAPITAL LEASE OBLIGATION

The Company is  obligated  under a capital  lease for  computer  equipment.  For
financial reporting  purposes,  minimum lease payments relating to the equipment
have been capitalized. Capital lease obligations totaling $2,793 require minimum
monthly  lease  payments of $1,372 with an  interest  rate of 12.3%.  The future
minimum lease payments  required under the capital lease  obligation as of March
31, 2004, are as follows:

      April 1, 2004 through May 31, 2004                   $     2,846
      Less: amount representing interest                            53
                                                           -----------

      Present value of minimum lease payments              $     2,793
                                                           ===========

9. COMMITMENTS AND CONTINGENCIES

Lease  Agreement  -  The  Company  operates  from  a  leased  facility  under  a
non-cancelable  operating  lease.  The lease  calls  for an annual  base rent of
approximately  $115,000 with a 10% increase every 5 years.  For the three months
ended March 31,  2004 and 2003,  total rent  expense  for the leased  facilities
approximated $30,500 and $22,300, respectively.

Future minimum lease payments  required under such operating  leases as of March
31, 2004, are as follows:

      April 1 through December 31, 2004                    $    86,250
      2005                                                     115,000
      2006                                                     115,000
      2007                                                     115,000
      2008                                                     115,000
      Thereafter                                               555,833
                                                           -----------
                                                           $ 1,102,083
                                                           ===========

10. Subsequent Events

Standby Equity Distribution Agreement -- In April 2004, the Company entered into
a Standby Equity Distribution Agreement ("Distribution  Agreement") with Cornell
Capital  Partners,  LP  ("Cornell").  The  Distribution  Agreement  entitles the
Company to draw funds up to $5,000,000  from issuance of its common stock for an
amount  equal to 95% of the  lowest  closing  bid price on the  Over-the-Counter
Bulletin  Board  or other  principal  market 5 days  immediately  following  the
advance  notice  date,  expiring  April  2006,  subject  to  certain  terms  and
conditions.  Cornell  Capital  Partners will retain 5% of each advance under the
Distribution  Agreement.   Furthermore,  the  Company  is  required  to  file  a
registration  statement on Form SB-2 with the Securities and Exchange Commission
for the  registration of common stock for future issuance  related to the Credit
Agreement.

Secured  Convertible  Debenture -- In April 2004,  the Company  issued a Secured
Convertible  Debenture to Cornell secured by the Company's assets. Upon closing,
the Company  received  $250,000 and will  receive an  additional  $125,000  upon
filing the Form SB-2 with the  Securities and Exchange  Commission.  The balance
bears an  interest  rate of 5.0%,  with  principal  and  interest  automatically
converting  to shares of the Company's  common stock in March 2006.  Cornell has
the option of converting  this loan to common stock,  at the lower of a) sixteen
cents ($0.16), or b) 80% of the lowest closing bid price of the common stock for
the five trading days immediately preceding the conversion date.



                                       13
<PAGE>

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

Introductory Statements

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

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

Overview

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

      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  Industries,  Inc. as its President since 1986. He is the holder
or co-holder of numerous  patents that are used by Trebor  Industries,  Inc. 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,  describing a proposed
merger of Avid with and into Merger Co., a wholly-owned subsidiary of United. On
January 28,  2003,  the  Commission  declared the Form S-4 Proxy  Statement  and
Registration Statement effective. At a special meeting of Avid shareholders held
on February 20, 2003, the shareholders approved (i) the Merger Agreement,  dated
June 18,  2002,  by and among  Avid,  United and Merger Co. and (ii) the related
Articles of Merger.  Merger Co. became the  surviving  entity and assumed all of
Avid's assets and liabilities.  At the time of the merger, outstanding shares of
Avid common  stock were  converted  automatically  into shares of United  common
stock on a fifty (50) for one (1) basis.  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.

      Trebor,  which does business under the name  "Brownie's  Third Lung," is a
vertically  integrated designer and manufacturer of  surface-supplied  air units
for the recreational diving industry. Brownie's designs, tests, manufactures and
sells many of its products from its factory in Fort Lauderdale,  Florida. Trebor
also  generates  a  substantial  portion of its  revenues  through  the  design,
installation and maintenance of yacht-based high-pressure compressors for diving
on air  and

                                       14
<PAGE>

mixed gases.  Trebor's  Public Safety Diving  division  provides  integrated and
stand-alone flotation and emergency/rescue equipment for use by fire departments
and other government agencies in their on-water/near-water activities.

Financial Performance

      United has  historically  lost money. For the three months ended March 31,
2004, United sustained losses of $186,102,  which includes United's wholly-owned
subsidiary Trebor Industries, Inc. acquired by share exchange on March 23, 2004.
For the year ended December 31, 2003,  United sustained losses of $187,069.  The
Company's  independent auditors have noted that United does not have significant
cash or other material  assets to cover its operating costs and to continue as a
going concern.  Accordingly,  United will experience  significant  liquidity and
cash flow problems if it is not able to raise  additional  capital as needed and
on acceptable terms.

Results Of Operations  For The Three Months Ended March 31, 2004, As Compared To
The Three Months Ended March 31, 2003

      The  following  discussion  of  United's  results of  operations  compares
United's first quarter 2004 operations activities, which includes the results of
operations for United's wholly-owned  subsidiary Trebor Industries,  Inc., d/b/a
Brownies Third Lung.  The comparable  figures for the first quarter 2003 are the
results of operation of Trebor Industries,  Inc., as United had no operation for
such period.

      Revenues.  For the three months  ended March 31, 2004,  we had revenues of
$446,259,  as compared to revenues of $446,370,  a decrease of $111 or less than
1%. Our revenue for the three months ended March 31, 2004 consisted of the sales
from our three (3) general  lines of  business:  Brownie's  Hookah,  our Surface
Supplied recreational diving products,  Brownie's Tankfill, our yacht-based high
pressure gas systems,  and Brownie's  Public Safety Diving,  professional  water
safety  equipment  for  governments,   municipalities,  and  in-water/near-water
business  operations.  The revenue  amounts were  $273,429,  $166,623 and $6,207
respectively.

      Cost of Revenues.  For the three months ended March 31, 2004,  we had cost
of revenues of $361,690,  as compared  with cost of revenues of $368,544 for the
three months ended March 31, 2003, a decrease of $6,854 or 1.9%.  This decrease
is primarily  attributable  to decreased cost of components used in the assembly
of our Hookah and Tankfill division products.

      Operating Expense. For the three months ended March 31, 2004, we had total
operating  expenses of  $247,927,  as compared  to total  operating  expenses of
$177,840 for the three  months  ended March 31, 2003,  an increase of $70,087 or
39.4%. This increase was primarily  attributable to increased  selling,  general
and  administrative  expenses  of $68,869 in  connection  with the  addition  of
marketing support, sales and administrative personnel. Additionally, significant
costs were  incurred for  consulting  and legal fees  associated  with the share
exchange  transaction  between  United and Trebor  Industries,  Inc.,  which was
consummated on March 23, 2004.

      Interest  Expense.  For the three  months  ended  March 31,  2004,  we had
interest  expense of $19,631,  as compared to 9,689 for the three  months  ended
March 31,  2003,  an increase of $9,942 or 102.6%.  This  increase is  primarily
attributable to the interest on loans from Trebor's  shareholder which were made
subsequent to March 31, 2003.

      Net Loss.  For the three months ended March 31, 2004, we had a net loss of
$186,102,  as compared to $109,850 for the three months ended March 31, 2003, an
increase of $76,252 or 69.4%.

      As of March 31, 2004,  we had cash and current  assets of $434,600.  As of
March 31, 2004, we had current liabilities of $1,627,554,  consisting  primarily
of accounts payable and accrued liabilities $612,074,  due to related parties of
$742,354,  customer deposits of $209,646, other liabilities of $39,258 and loans
payable-  current  portion of $16,431.  As of March 31,  2004,  we had a working
capital deficit of $1,192,254.  Historically our revenues increase substantially
in the second and third  quarters of the year,  but it  currently  appears  that
external  financing will be necessary to fund our operations for the foreseeable
future. In the absence of outside financing,  we believe that we have sufficient
cash, receivable  collections and projected sales to operate for approximately 5
months.  This  projection  relies  heavily on estimated  sales based on Trebor's
history.

      On April 2, 2004, we entered into a Standby Equity Distribution  Agreement
with Cornell Capital Partners,  LP. Pursuant to the Standby Equity  Distribution
Agreement, we may, at our discretion,  periodically issue and sell shares of our
common stock for a total  purchase price of $5 million.  If we request  advances
under the Standby Equity Distribution  Agreement,  Cornell Capital partners will
purchase  shares of common  stock of United  for 95% of the lowest  closing  bid
price on the Over-the-Counter  Bulletin Board or other principal market on which
our common  stock is traded for the 5 days

                                       15
<PAGE>

immediately  following the advance notice date.  Cornell  Capital  Partners will
retain 5% of each advance under the Standby Equity  Distribution  Agreement.  We
may not request advances in excess of a total of $5 million. The maximum of each
advance is equal to $100,000, and up to a maximum of $400,000, in the aggregate,
in any thirty-day period.

      As of April 2, 2004, we issued a Secured Convertible  Debenture to Cornell
Capital Partners in the principal amount of $250,000.  The convertible debenture
is  convertible  into  shares of our  common  stock as a price per share that is
equal to the lesser of: (i) an amount  equal to 120% of the closing bid price of
our common stock as of the date of the  convertible  debenture or (ii) an amount
equal to 80% of the average of the lowest daily volume weighted average price of
our common stock for the five trading days immediately  preceding the conversion
date. The convertible debenture accrues interest at a rate of 5% per year and is
convertible at the holder's  option.  The convertible  debenture has a term of 3
years.  At United's  option,  the  convertible  debenture may be paid in cash or
converted  into  shares of our  common  stock  unless  converted  earlier by the
holder.  Except  after  an  event  of  default,  as set  forth  in  the  Secured
Convertible  Debenture  Cornell Capital Partners is not entitled to convert such
debenture  for a number of  shares  of common  stock of United in excess of that
number of shares which,  upon giving effect to the debentures if such conversion
would cause the aggregate number of shares of common stock  beneficially held by
such holder and its  affiliated  to exceed  4.99% of the  outstanding  shares of
common stock of United.  Within 5 days of filing a  registration  statement with
the Securities and Exchange  Commission  registering  shares of United's  common
stock underlying the secured convertible debentures,  United will issue a second
Secured Convertible Debenture in the principal amount of $125,000, with the same
terms and conditions as the first Secured Convertible Debenture described above.

Certain Business Risks

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

United Has  Historically  Lost Money And Losses May Continue In The Future Which
May Not Allow United To Continue As A Going Concern

      United has  historically  lost money. For the three months ended March 31,
2004, United sustained losses of $186,102.  In the year ended December 31, 2003,
United sustained losses of $187,069. Future losses are likely to occur. United's
independent auditors have added an explanatory paragraph to their audit opinions
issued in connection with the 2003 and 2002 financial  statements,  which states
that United does not have significant cash or other material assets to cover its
operating costs and to allow it to continue as a going concern. United's ability
to obtain  additional  funding will determine its ability to continue as a going
concern. United's financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

      As of March 31, 2004, United's current liabilities were $1,627,554 and its
current  assets  were  $434,600  resulting  in  a  working  capital  deficit  of
$1,192,954  at March  31,  2004.  As of  December  31,  2003,  United's  current
liabilities were $1,174,905 and its current assets were $384,939  resulting in a
working  capital  deficit  of  $789,966  at  December  31,  2003.  United had an
accumulated deficit of $1,099,669 million at December 31, 2003. United currently
has little or no cash-on-hand.  Accordingly,  United will experience significant
liquidity and cash flow problems if it is not able to raise  additional  capital
as needed and on acceptable  terms.  No assurances can be given that United will
be successful in reaching or maintaining profitable operations.

United Will Need To Raise Additional Capital To Finance Operations

      United  has  relied  on  significant   external   financing  to  fund  its
operations.   Such  financing  has  historically  come  from  a  combination  of
borrowings  and sale of common  stock from third  parties and funds  provided by
certain officers and directors.  United will need to raise additional capital to
execute a new business strategy.  Among other things, external financing will be
required to cover its operating  costs.  United cannot assure you that financing
whether from external  sources or related parties will be available if needed or
on favorable terms.

United Common Stock Is A "Penny Stock" And Is Considered A Very Risky Investment

      United  common  stock is a "penny  stock" as that term is  defined in Rule
3a51-1  promulgated under the Securities  Exchange Act of 1934. Penny stocks are
stock:


                                       16
<PAGE>


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

      o     That are not traded on a "recognized" national exchange;

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

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

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

United Common Stock May Be Affected By Limited  Trading Volume And May Fluctuate
Significantly  And  An  Investor  May  Lose  A  Substantial  Part  Or All Of Its
Investment

      United's 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 its common  stock.  Historically,  there has been a limited
public  market for United's  common stock and there can be no assurance  that an
active trading market for United's common stock will develop.  As a result, this
could adversely  affect  shareholders'  ability to sell United's common stock in
short time periods,  or possibly at all.  United's 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 its common stock.


                                       17
<PAGE>

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 and 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 and Principal
Accounting  Officer have  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  and  Principal  Financial  Officer  have  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.

                                       18
<PAGE>
                                     PART II


ITEM 1. LEGAL PROCEEDINGS

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

      1. Case No.: CA-M-02-180:  Susan Butler,  Benjamin DiLello, And Antonietta
Hill, as personal  Representatives of the Estate of Remo DiLello,  Deceased, and
Pietrantonio "Tony" Cassetta, Individually and as Personal Representative of the
Estate of Pasqualla "Lina" Cassetta, Deceased, Plaintiffs,

      v. Interselect,  Inc., a Delaware corporation,  d/b/a Burdines Waterfront,
Defendant, Interselect, Inc., a Delaware corporation, d/b/a Burdines Waterfront,
Third Party Plaintiff,

      v.  Brownie's  Third Lung,  an  inactive  Florida  corporation,  Brownie's
Southport  Divers,  Inc.,  a Florida  corporation,  Dacor  Inc.,  a  Connecticut
corporation, Dacor International, an Italian Corporation, HTM Sport S. p. A., an
Italian  corporation,  Bauer Compressors,  Inc., a Virginia  corporation and The
Diving Site, Inc., a Florida corporation,  Third Party Defendants.  This lawsuit
is a third party claim filed by Interselect,  Inc., a Delaware corporation d/b/a
Burdines   Waterfront   alleging   product   based  defect  claims  and  seeking
indemnification  for any amounts  paid out to  Plaintiffs  in  settlement  or by
judgment by Interselect in the underlying  wrongful death action. The case is in
the early stages of discovery  and is not  currently  set for trial.  There have
been a number of third party defendants added to the case and the pleadings only
recently have been closed. The case is being vigorously defended by the company.

      2. Case No.:  02-6833 CACE 12: Mares America Corp.,  Plaintiff,  v. Trebor
Industries,  Inc., et al., Defendant.  This lawsuit is a collection of debt owed
to Mares by Trebor Industries, Inc., A settlement is currently being discussed.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a) None

      (b) None

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

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

      (d) None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5. OTHER INFORMATION

      Not applicable.

                                       19
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits.

<TABLE>
<CAPTION>

Exhibit No.         Description                                          Location
-----------         --------------------------------------------------   -----------------------------------------------------

<S>                 <C>                                                  <C>
2.01                Stock Purchase and Sale Agreement dated as of        Incorporated by reference to Exhibit 2.01 to the
                    December 18, 1998 among our company, Avid            Registrant's Registration Statement on Form 10-SB
                    Sportswear, Inc. and the shareholders of Avid        (the "Registration Statement")
                    Sportswear, Inc.

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

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

3.01                Articles of Incorporation filed on September 19,     Incorporated by reference to Exhibit 3.01 to the
                    1997 with the Nevada Secretary of State              Registration Statement

3.02                Amended Articles of Incorporation filed on May 12,   Incorporated by reference to Exhibit 3.02 to the
                    1999 with the Nevada Secretary of State              Registration Statement

3.03                Certificate of Amendment to Articles of              Incorporated by reference to Exhibit 3.03 to the
                    Incorporation filed on May 27, 1999 with the         Registration Statement
                    Nevada Secretary of State

3.04                Bylaws                                               Incorporated by reference to Exhibit 3.04 to the
                                                                         Registration Statement
</TABLE>

                                       20

<PAGE>

      (b) Reports On Form 8-K.

      None

                                       21
<PAGE>

                                   SIGNATURES


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

Date:  May 24, 2004                     UNITED COMPANIES CORPORATION

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


                                       24