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, 2005

|_|   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             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


940 N.W. 1st 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 |_|

      There were 116,127,337 shares of common stock outstanding as of April 29,
2005.


                                       1
<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

         Financial Information


                                       2
<PAGE>

                          UNITED COMPANIES CORPORATION
                                  BALANCE SHEET
                                 MARCH 31, 2005
                                   (UNAUDITED)

                                     ASSETS

Current assets
  Cash                                                              $    20,002
  Accounts receivable, net                                               82,726
  Inventory                                                             359,628
  Prepaid expense and other current assets                                9,412
                                                                    -----------
     Total current assets                                               471,768

Fixed assets, net                                                        69,788

Other assets                                                             49,346
                                                                    -----------
Total assets                                                        $   590,902
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued liabilities                          $   569,839
  Customer deposits                                                      39,994
  Other liabilities                                                      10,549
  Loan Payable - related party                                            5,333
  Notes payable - current portion                                        14,420
  Notes payable - related parties - current portion                      31,125
                                                                    -----------
     Total current liabilities                                          671,260

Long-term liabilities
  Notes payable - long-term portion                                      35,713
  Notes payable - related parties - long-term portion                   676,280
  Convertible debenture                                                 355,000
                                                                    -----------
Total liabilities                                                     1,738,253

Commitments and contingencies                                                --

Stockholders' deficit
  Common stock; $0.001 par value; 250,000,000 shares authorized
    116,127,337 shares issued and outstanding                           116,128
  Additional paid-in capital                                            654,388
  Loan fees related to standby equity distribution agreement           (195,452)
  Other receivable related to the issuance of common stock              (41,429)
  Accumulated deficit                                                (1,680,986)
                                                                    -----------
     Total stockholders' deficit                                     (1,147,351)
                                                                    -----------
Total liabilities and stockholders' deficit                         $   590,902
                                                                    ===========

                 See Accompanying Notes to Financial Statements


                                       3
<PAGE>


                          UNITED COMPANIES CORPORATION
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


                                                 Three Months Ended March 31,
                                               -------------------------------
                                                    2005              2004
                                               -------------     -------------
Revenues                                       $     690,341     $     446,259

Cost of revenues                                     492,230           345,845
                                               -------------     -------------
  Gross profit                                       198,111           100,414
                                               -------------     -------------
Operating expenses
  Research and development costs                       4,538            15,361
  Selling, general and administrative                239,326           248,411
                                               -------------     -------------
     Total operating expenses                        243,864           263,772
                                               -------------     -------------
  Loss from operations                               (45,753)         (163,358)

Other (income) expense
  Other (income) expense                               2,040             3,113
  Interest expense                                    22,602            19,631
                                               -------------     -------------
     Total other expenses                             24,642            22,744

                                               -------------     -------------
Net loss                                       $     (70,395)    $    (186,102)
                                               =============     =============
Basic loss per common share                    $       (0.00)    $       (0.02)
                                               =============     =============
Diluted loss per common share                  $       (0.00)    $       (0.02)
                                               =============     =============

Basic and diluted weighted average common
  shares outstanding                             114,486,712        10,828,061
                                               =============     =============

                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>

                          UNITED COMPANIES CORPORATION
                       STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                           Loan fees        Other
                                                                           Related to     Receivable
                                      Common Stock          Additional   Standby Equity  Related to the                  Total
                                -------------------------    Paid-in      Distribution    Issuance of    Accumulated  Stockholders'
                                   Shares       Amount       Capital       Agreement      Common Stock     Deficit       Deficit
                                -----------   -----------   -----------   --------------  -------------  ------------  -------------
<S>                             <C>           <C>           <C>           <C>            <C>             <C>            <C>
Balance, December 31, 2004      114,126,575   $   114,127   $   811,946   $  (231,205)   $  (207,143)    $(1,610,591)   $(1,122,866)

Reclassification for change
 in the number of
 common shares receivable
 related to the
 issuance of common stock                --            --      (165,714)           --        165,714              --             --

Conversion of Convertible
Debenture to Common Stock
pursuant to the Securties
 Purchase Agreement dated
 April 4, 2004                    2,000,762         2,001        17,999            --             --              --         20,000

Amortization of loan fees
 related to Standby
 Equity Distribution Agreement           --            --       (35,753)       35,753             --              --             --

Consulting expense recognized
 for stock options issued
 in conjunction with the
 consulting agreement
 effective January, 2005                 --            --        25,910            --             --              --         25,910

Net loss                                 --            --            --            --             --         (70,395)       (70,395)
                                -----------   -----------   -----------   -----------    -----------     -----------    -----------
Balance, March 31,
 2005 (Unaudited)               116,127,337   $   116,128   $   654,388   $  (195,452)   $   (41,429)    $(1,680,986)   $(1,147,351)
                                ===========   ===========   ===========   ===========    ===========     ===========    ===========
</TABLE>

                 See Accompanying Notes to Financial Statements


                                       5
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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.

The financial  statements  have been prepared in accordance  with Securities and
Exchange Commission  requirements for interim financial  statements.  Therefore,
they may not include all of the information and footnotes required by accounting
principles  generally  accepted  in the  United  States  ("GAAP")  for  complete
financial  statements.  The financial  statements  should be read in conjunction
with the  financial  statements  and notes  thereto  contained in the  Company's
annual  report on Form 10-KSB for the year ended  December 31,  2004.

The results of the operations  for the interim  periods shown in this report are
not  necessarily  indicative of 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  operation.  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  ("UCC
Transaction").  Prior to the UCC  Transaction,  UCC was a  non-operating  public
shell company with no operations,  nominal assets,  accrued liabilities totaling
$224,323  and  14,483,718  shares of common stock  issued and  outstanding;  and
Trebor  Industries,  Inc.  dba  Brownies  Third  Lung  was  a  manufacturer  and
distributor  of hookah  diving,  and yacht based scuba air compressor and Nitrox
Generation  Systems  from  its  factory  in Ft.  Lauderdale,  Florida.  The  UCC
Transaction is considered to be a capital transaction in substance,  rather than
a business  combination.  Inasmuch,  the UCC  Transaction  is  equivalent to the
issuance of stock by Trebor  Industries,  Inc.,  dba Brownies Third Lung for the
net monetary assets of a non-operational public shell company (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  2004
financial   statement  amounts  to  conform  to  the  2005  financial  statement
presentation.

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.

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.


                                       6
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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

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 and
trade show expenses incurred for the three months ended March 31, 2005 and 2004,
were approximately $14,000 and $15,000 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, 2005, the Company has available net operating loss carryforwards
that will expire in various  periods  through 2025. 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.

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


                                       7
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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

Stock-based  compensation - In December 2004, the Financial Accounting Standards
Board ("FASB") issued Statements of Financial  Accounting Standards ("SFAS") No.
123  revised,  Accounting  for  Stock-Based  Compensation.  Under  SFAS No.  123
revised,  the Company  will  measure 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 will be  recognized  over the period  the  employee  is
required to provide  service in exchange  for the award.  SFAS No. 123  revised,
replaces SFAS No.123, and supersedes Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and its related implementation
guidance.  In addition,  SFAS No. 123 revised  amends SFAS No. 95,  Statement of
Cash Flows,  to require that excess tax  benefits be reported as financing  cash
inflow  rather than as a reduction of taxes paid.  The Company has elected early
adoption of SFAS No. 123 for the year ended December 31, 2004.  Previously,  the
Company  had  applied  APB  Opinion  No.  25,  in  accounting  for   stock-based
compensation   to  employees.   For  stock   options  and  warrants   issued  to
non-employees, the Company was applying SFAS No. 123, Accounting for Stock-Based
Compensation, which requires the recognition of compensation cost based upon the
fair value. Fair value is measured based on whichever is more reliable, the cost
of the good or service,  or the fair value of the equity instrument issued. SFAS
No.  123  revised  did not  change  the  accounting  treatment  as it relates to
non-employee  compensation  based equity awards issued. The Company adopted SFAS
No. 123 revised  during the year ended  December  31,  2004 with no  significant
financial impact.

The Company did not issue any or grant any warrants or options to employees  for
compensation for the three months ended March 31, 2005.

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 - FASB  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 Company adopted this
statement during the year ended December 31, 2004 with no significant  financial
impact.

In  December  2004,  the FASB  issued SFAS No.  153,  Exchanges  of  Nonmonetary
Assets-Amendment  of APB Opinion No. 29.  This  statement  amends APB Opinion 29
that is based on the principle that  exchanges of  nonmonetary  assets should be
measured  based  on  the  fair  value  of the  assets  exchanged,  with  certain
exceptions.  SFAS No. 153  eliminates  APB No. 29's  exception  for  nonmonetary
exchanges of similar  productive assets and replaces it with a general exception
for  exchanges  of  nonmonetary  assets that do not have  commercial  substance.
Commercial  substance  is  assumed  if the  future  cash flows of the entity are
expected  to change  significantly  as a result  of the  exchange.  The  Company
elected early adoption of this statement during the year ended December 31, 2004
with no significant financial impact.

In December  2002,  the 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. As discussed  above, the Company elected
early adoption of SFAS No. 123 revised.  As of the year ended December 31, 2004,
the Company did not have any existing Stock-Based Compensation plans. Therefore,
the  transition  and  disclosure  provisions of SFAS No. 148 are not expected to
have any significant financial impact on the Company.


                                       8
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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

In November 2004, the FASB issued SFAS No. 151, Inventory Costs-Amendment of ARB
No. 43. The  statement  amends the guidance in ARB No. 43  regarding  "inventory
pricing" to clarify  the  accounting  for  "abnormal"  amounts of idle  facility
expense, freight,  handling costs, and wasted material (spoilage).  SFAS No. 151
calls for the treatment of these costs as period costs  regardless of the normal
or  "abnormal"  nature  of  them.  SFAS No.  151  eliminates  the "so  abnormal"
classification provision found in ARB No. 43. The Company elected early adoption
of this  statement  during the year ended  December 31, 2004 with no significant
financial impact.

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 Company adopted this statement  during the year ended December 31, 2004 with
no significant financial impact.

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 Company adopted
this  statement  during the year ended  December  31,  2004 with no  significant
financial impact.

2.       INVENTORY

Inventory consists of the following as of March 31, 2005:

                Raw materials                         $  220,820
                Work in process                               --
                Finished goods                           138,808
                                                      ----------
                                                      $  359,628
                                                      ==========

3.       FIXED ASSETS

Fixed assets consist of the following as of March 31, 2005:

                Furniture, vehicles, and equipment                   $ 236,496
                Leasehold Improvements                                   7,000
                                                                     ---------
                                                                       243,496
                Less: accumulated depreciation and amortization       (173,708)
                                                                     ---------
                                                                     $  69,788
                                                                     =========

4.       CREDIT CONCENTRATION

The Company's largest  customers and Brownie's  dealers are Brownie's  Southport
Diver, West Marine Products,  and Brownie's Palm Beach Diver. Sales to Brownie's
Southport Diver,  West Marine  Products,  and Brownie's Palm Beach Diver for the
three months ended March 31, 2005  represented  approximately  38%, 11%, and 7%,
respectively,  of total Company sales. Sales to Brownie's  Southport Diver, West
Marine  Products,  and Brownie's Palm Beach for the three months ended March 31,
2004 represented  approximately  44%, 2%, and 0%,  respectively of total Company
sales for the period.  Brownie's  Southport  Diver and Brownie's  Palm Beach are
owned by the brother of Robert Carmichael, the Company's Chief Executive Officer
as discussed in Note 5. RELATED PARTY TRANSACTIONS.


                                       9
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

5.       RELATED PARTY TRANSACTIONS

Notes payable - related  parties - Notes payable - related  parties  consists of
the following as of March 31, 2005:

<TABLE>
<CAPTION>

<S>                                                                               <C>
Promissory  note  payable  to  the  Chief  Executive  Officer
of  the  Company, unsecured,  bearing  interest  at 10% per annum,
due in monthly  principal  and interest payments of $3,924, maturing
on March 1, 2010 with a balloon payment of $431,795 due.
The note will be discounted 15% of the outstanding principal
balance if paid in full by April, 1 2007.                                         $   447,110

Promissory  note payable to an entity  owned by the  Company's
Chief  Executive Officer, unsecured,  bearing interest at 10%
per annum, due in monthly principal and  interest  payments
of  $1,802,  maturing  on March 1,  2010 with a balloon
payment of $198,264  due.  The note will be  discounted
15% of the  outstanding principal balance if paid
in full by April 1, 2007.                                                             205,297

Promissory  note payable due an entity owned by the  Company's  Chief
Executive Officer, unsecured, bearing 0% interest per annum, due
in monthly principal only payments of $2,292, maturing
on February 15, 2007.
                                                                                       54,998
                                                                                  -----------
                                                                                      707,405

Less amounts due within one year                                                       31,125
                                                                                  -----------
Long-term portion of related party notes payable                                  $   676,280
                                                                                  ===========
</TABLE>


As of March 31, 2005,  principal payments on the related party notes payable are
as follows:

                    2005                                     $    25,602
                    2006                                          31,407
                    2007                                           8,900
                    2008                                           4,769
                    2009                                           5,268
                    Thereafter                                   631,459
                                                            ------------
                                                            $    707,405
                                                            ============


                                       10
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

5.       RELATED PARTY TRANSACTIONS (CONTINUED)

Interest  expense on related  party  loans - Interest  expense on related  party
loans  for the  three  months  ended  March 31,  2005 and 2004 was  $10,779  and
$18,228,  respectively,  and was  capitalized  to the  respective  related party
account balances due.

Revenues - The Company  sells  products to two entities  owned by the brother of
the Company's Chief Executive Officer,  Brownie's Southport Divers 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  revenues  earned  from these
entities for the three  months ended March 31, 2005 and 2004 were  approximately
$312,000 and $196,000, respectively.

Royalties - The Company has Non-Exclusive  License  Agreements with an entity in
which 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 products 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, 2005.  Under the terms of the new Agreements,
the Company pays the other  related  entity $2.00 per  licensed  products  sold,
rates  increasing 5% annually,  with a 75% royalty fee discount  period  through
December  31, 2005 after which time the royalty  rate will return to 100%.  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.  The one Agreement
replaced several earlier license  agreements and was effective  January 1, 2005.
Based on the  Agreement,  the Company will pay the entity 2.5% of gross revenues
per quarter, with a 75% royalty fee discount period through December 31, 2005 at
which time the royalty rate will return to 100%.

For the three months ended March 31, 2005 and 2004,  total  royalty  expense for
the above agreements approximated $4,700 and $37,000, respectively.

Lease  Expense - The  Company  leases its  facility  from an entity in which the
Chief Executive Officer has an ownership  interest.  Lease expense for the three
months ended March 31, 2005 and 2004 was $30,475 and $30,475, respectively.

6.       OTHER LIABILITIES

Other  liabilities  totaling  $10,549 as of March 31,  2005,  consists of $1,886
royalties due,  $1,163 sales tax payable,  and $7,500  remaining on a settlement
with a government agency for payment of a fine. Under the government  settlement
agreement,  the Company is required to make monthly payments ranging from $1,000
to $1,500 per month. The government liability is unsecured and payments continue
until paid in full.


                                       11
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

7.       NOTES PAYABLE

Notes payable consists of the following as of March 31, 2005:

Promissory note payable secured by a vehicle of the Company,
bearing interest at 10.16%, due in monthly principal and
interest payments of $553, which matures August 2007                  $   15,028

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                15,355

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                     19,750
                                                                      ----------
                                                                          50,133

Less amounts due within one year:                                         14,120
                                                                      ----------
Long-term portion of notes payable                                    $   35,713
                                                                      ==========


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

                    2005                                $    10,734
                    2006                                     15,121
                    2007                                     15,019
                    2008                                      9,259
                    2009                                         --
                                                        -----------
                                                        $    50,133
                                                        ===========


                                       12
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

8.       SECURED CONVERTIBLE DEBENTURE

On April 2, 2004, the Company issued a Secured Convertible  Debenture to Cornell
Capital  Partners,  LP in the  principal  amount of  $250,000.  The  convertible
debenture is  convertible  into shares of the Company's  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 2  years.  At the  Company'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, LP
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.  The Company has the right
to redeem with fifteen (15)  business days advance  notice,  a portion or all of
the outstanding convertible debenture. The redemption price shall be one hundred
twenty  (120%) of the redeemed  amount plus accrued  interest.  In addition,  if
United avails itself of the redemption right, the Company shall, concurrent with
the  redemption,  issue  warrants to the holder at a rate of 50,000 per $100,000
redeemed,  pro-rata.  The exercise  price of the  warrants  shall be 120% of the
closing  bid  price of the  Company's  common  stock on the  closing  date.  The
warrants  shall  have  "piggy-back"  and  demand  registration  rights and shall
survive for two (2) years from the closing date.

On July 23, 2004, the Company issued a second secured  convertible  debenture to
Cornell Capital Partner, LP in the principal amount of $125,000. The convertible
debenture  has a term of 2 years with all the same terms and  conditions  of the
first convertible debenture issued on April 2, 2004.

On February 15, 2005,  Cornell Capital Partners LP issued a conversion notice in
the  amount  of  $10,000,  representing  a  conversion  under  the  terms of the
Convertible  Debenture.  Accordingly,  based on a  conversion  price of  $.0128,
Cornell  Capital  Partners LP was issued  781,250  shares of  registered  common
stock.

On March 8, 2005,  Cornell Capital Partners LP issued a conversion notice in the
amount of $10,000,  representing a conversion under the terms of the Convertible
Debenture.  Accordingly,  based on a conversion price of $.0082, Cornell Capital
Partners LP was issued 1,219,512 shares of registered common stock.

As of March 31, 2005 loan fees of $34,115 (net of $28,345 amortization  expense)
were included in other assets, totaling $49,346.

9.       STANDBY EQUITY DISTRIBUTION AGREEMENT

On April 2,  2004,  the  Company  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,  LP 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 immediately
following the advance notice date.  Cornell Capital Partners,  LP will retain 5%
of each advance under the Standby Equity Distribution Agreement. The Company 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 any  thirty-day
period.


                                       13
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

9.       STANDBY EQUITY DISTRIBUTION AGREEMENT (CONTINUED)

In addition,  the Company issued  3,625,000 shares of the Company's common stock
in April 2004 for loan fees  totaling  $290,000  related to the  Standby  Equity
Distribution Agreement that was effective August 6, 2004, the date the Company's
filed registration statement Form SB-2 was declared effective. The loan fees are
being  amortized  to  additional  paid in capital  over the term of the  Standby
Equity  Distribution  Agreement.  The Company also issued an additional  517,857
shares of the Company's  common stock in April 2004 to Cornell Capital  Partners
LP in relation to the loan fees which exceeded the agreed upon fees of $290,000.
Cornell  Capital  has agreed to return the shares and  accordingly  the  Company
recorded an other  receivable  related to the issuance of common stock  totaling
$41,429. As originally stated in the Company's audited financial  statements for
the year ended  December  31,  2004,  "other  receivable  related to issuance of
common stock" was estimated as $207,143,  or an overstatement of $165,714.  This
overstatement was a result of a different stock price used in the calculation of
the $290,000 loan fee between the Company and Cornell Capital Partners, LP. This
difference  was resolved in the first quarter of 2005,  and the Company made the
reclassification  from other receivable  related to the issuance of common stock
to  additional  paid in  capital  for the  quarter  ended  March 31,  2005.  The
reclassification  is  reflected on the face of the  Statement  of  Stockholders'
Deficit  as  Reclassification  for  change in the  number  of shares  receivable
related to the issuance of common stock.  As of March 31, 2005,  the Company has
not requested an advance under the Standby Equity Distribution Agreement.

10.      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  rights 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.  The
weighted-average fair value for options issued during period specified was $0.01
and was  estimated  using the  Black-Scholes  option  valuation  model  with the
following weighted-average  assumptions:  (i) 3 year expected life, (ii) 268.44%
volatility  and (iii) 3.25%  interest rate. For the three months ended March 31,
2005, the Company  recognized  $25,910 as  compensation  expense  related to the
stock options.

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 added to the rent. For the years ended December
31, 2004 and 2003,  total rent expense for the leased  facilities  were $130,864
and $113,000,  respectively.  Rent for the year ended December 31, 2004 included
$7,669 attributable to real estate taxes in excess of $15,000.  Rent expense for
the  three  months  ended  March  31,  2005 and 2005 was  $30,475  and  $30,475,
respectively.  Additionally,  the Company is responsible for all other operating
expenses on the property such as insurance, repairs and maintenance, etc. as the
net 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.


                                       14
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

10.      COMMITMENTS AND CONTINGENCIES (CONTINUED)

Future minimum lease payments required under the property lease and copier lease
as of March 31, 2005 are as follows:

                           2005                                $    118,553
                           2006                                     125,878
                           2007                                     125,878
                           2008                                     125,878
                           2009                                     124,552
                           Thereafter                                    --
                                                               ------------
                                                               $    620,739
                                                               ============

11.      SUBSEQUENT EVENTS

On April 25, 2005,  Cornell Capital  Partners LP returned the 517, 857 shares of
common stock  over-issued to them in conjunction  with the shares issued for the
loan fee for the  standby  equity  distribution  agreement.  See Note 9  STANDBY
EQUITY DISTRIBUTION AGREEMENT.

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 Brownie's 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.


                                       15
<PAGE>

         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  Industries,  Inc., the wholly owned subsidiary of United,  does
business  under the name  "Brownie's  Third  Lung."  Brownie's  designs,  tests,
manufactures and distributes  recreational  hookah diving, and yacht based SCUBA
air compressor and Nitrox Generation Systems.  Brownie's also designs,  develops
and  produces a line of SCUBA and water safety  products  targeted at the public
safety  diver and  recreational  boating  markets.  Brownie's  sells most of its
products from its factory in Fort Lauderdale, Florida.

         Financial Performance

         The  following  is a financial  review and  analysis  of our  financial
condition and results of  operations  for the three months ended March 31, 2005.
This discussion should be read in conjunction with our financial  statements and
accompanying  notes  and  other  detailed  information  regarding  us  appearing
elsewhere  in the Form  10-QSB and our report on Form  10-KSB for the year ended
December  31,  2004.

         United has a history of losses.  Trebor  Industries,  Inc.  acquired by
share  exchange on March 23, 2004,  has  historically  had both  profitable  and
unprofitable  years.  For the year ended  December  31, 2004,  United  sustained
losses of $510,922,  which  includes  United's  wholly-owned  subsidiary  Trebor
Industries,  Inc. For the year ended December 31, 2003,  United sustained a loss
of $187,069, which solely reflects the operations of Trebor Industries, Inc. For
the three  months  ended March 31,  2005 and 2004,  United  sustained  losses of
$70,395 and 186,102, respectively.

         Results Of Operations  For The Three Months Ended March 31, 2005, As
         Compared To The Three Months Ended March 31, 200

         The  following  discussion of United's  results of operations  compares
United's  first  quarter  2005  with  United's  first  quarter  2004  operations
activities.

         Net  Revenues.  For the three months  ended March 31, 2005,  we had net
revenues of  $690,341,  as compared  to net  revenues of $446,259  for the three
months ended March 31, 2004, an increase of $244,082 or 54.7%.  This increase is
primarily attributable to an increase in both hookah system and tank fill system
sales.  Additionally,  approximately  $30,000 of the sales increase in the first
quarter of 2005 over the first  quarter of 2004 is  attributable  to the sale of
sea  scooters,  a product we became a dealer for in the latter part of 2004.  We
believe the increase in hookah  system  sales is largely a result of  successful
efforts to expand our hookah  market  beyond the Scuba dive  retailers  and into
sporting goods and boating  retailers.  We also believe our marketing efforts to
reach  owners of large  vessels for tank fill system sales by  establishing  OEM
relationships with yacht builders,  is proving  successful.  We presented an OEM
package to the major yacht  builders  attending the most recent Fort  Lauderdale
International  Boat Show, the Yacht Brokerage Show in Miami,  and the Palm Beach
Boat Show. In response to our  presentations,  during the first quarter of 2005,
two large boat builders signed on to the OEM program.

         Of the $244,082 increase, approximately $185,000 or 76% of the increase
is attributed to three  customers and Brownie's  dealers,  two existing in 2004,
and one new in 2005.  These three  customers  are further  discussed  in Note 4.
CREDIT  CONCENTRATION of the Company's  financial  statements for the year ended
March 31, 2005.

         Cost of Revenues.  For the three  months  ended March 31, 2005,  we had
cost of revenues of $492,230,  as compared with cost of revenues of $345,845 for
the three months ended March 31, 2004,  an increase of $146,385 or 42.33%.  This
increase is primarily attributable to the net of a decrease in material costs of
components used in the assembly of our hookah and tank fill systems, an increase
in material  costs as a result of higher  quantity of sales,  and an increase in
material cost as a percentage of sales on sales for which we were the dealer.

         Gross Profit. For the three months ended March 31, 2005, we had a gross
profit of $198,111,  as compared to gross profit of $100,414 for the  comparable
period in 2004, an increase of $97,697 or 97.29%. This is primarily attributable
to an increase in sales and the lesser net  increase in cost of revenues for the
three months  ended March 31, 2005  compared to the three months ended March 31,
2004.

         Operating  Expense.  For the three months ended March 31, 2005,  we had
total operating expenses of $243,864, as compared to total operating expenses of
$263,772  for the three  months  ended March 31,  2004, a decrease of $19,908 or
7.55%.  This decrease is  attributable to a decrease in research and development
expense of about $11,000 and a decrease in operating  costs of about $9,000.  We
attribute these decreases to cost cutting measures to improve  profitability and
cash flow.


                                       16
<PAGE>

         Interest  Expense.  For the three months  ended March 31, 2005,  we had
interest  expense of $22,602,  as compared to $19,631 for the three months ended
March 31, 2004, an increase of $2,971 or 15.13%.  This net increase is primarily
attributable  to a decrease in  interest  on related  party loans as a result of
lower  loan  balances  in the first  quarter  of 2005 as  compared  to the first
quarter of 2004, a decrease in interest  attributable to capital leases existing
during  the first  quarter  of 2004 that were paid in full by the first  quarter
2005, and an increase in interest  attributable  to the  convertible  debentures
existing in the first quarter of 2005, but not in the first quarter of 2004.

         Net Loss.  For the three months ended March 31, 2005, we had a net loss
of $70,395, as compared to $186,102 for the three months ended March 31, 2004, a
decrease of $115,707 or 62.17%.  The decrease is primarily  attributable  to the
significant  increase in Net Revenues from the first quarter of 2004 as compared
to the first quarter of 2005.

         As of March 31, 2005, we had cash and current assets of $471,768. As of
March 31, 2005, we had current liabilities of $671,260,  consisting primarily of
accounts  payable and accrued  liabilities  of  $569,839,  customer  deposits of
$39,994,  other  liabilities  of $10,549 and notes payable - current  portion of
$14,420,  notes payable - current portion - related parties of $31,125, and loan
payable -  related  party of  $5,333.  As of March  31,  2004,  we had a working
capital  deficit  of  $199,492.  It  appears  that  external  financing  will be
necessary to fund some of our operations for the foreseeable future.

         On April  2,  2004,  we  entered  into a  Standby  Equity  Distribution
Agreement  with  Cornell  Capital  Partners.  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 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 March 31, 2005,  we have not  requested  any advances
under this facility.

         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  be 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 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. 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.

         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 Industries and Trebor Industries 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 March 31,  2005,  we had an  accumulated  deficit of
$1,680,986.  For the three months ended March 31, 2005 we incurred a net loss of
$70,395.  For the  year  ended  December  31,  2004 we  incurred  a net  loss of
$510,922.  For the year ended  December  31, 2003 we occurred a loss of $187,609
that solely  reflects the operations of Trebor as United had no such  operations
for that period.

         If  we  incur  any  problems  in  drawing   down  our  Standby   Equity
Distribution  Agreement,  we may experience  significant liquidity and cash flow
problems.  If we are not  successful  in  reaching  and  maintaining  profitable
operations,  we may not be able to attract  sufficient  capital to continue  our
operations.  Our inability to obtain adequate  financing will result in the need
to curtail business operations and will likely result in a lower stock price.


                                       17
<PAGE>

         We May Need To Raise Additional Capital To Finance Operations

         As of March  31,  2005,  we had  $20,002  of cash on hand and our total
current assets were $471,768.  Our current liabilities were $671,260 as of March
31, 2005,  resulting in a working capital  deficit of $199,492.  We will 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 profitable  operations,  it is unlikely that we will be able to secure
additional  financing from external  sources.  As of April 29, 2005, 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.

         We Are  Subject  To A Working  Capital  Deficit,  Which  Means That Our
         Current Assets On September 30, 2004 Were Not Sufficient To Satisfy Our
         Current Liabilities

         We had a working capital  deficit of $199,492 at March 31, 2005,  which
means that our current  liabilities  as of that date exceeded our current assets
by $199,492. Current assets are assets that are expected to be converted to cash
within one year and,  therefore,  may be used to pay current liabilities as they
become due. Our working  capital  deficit means that our current assets on March
31, 2005 were not  sufficient to satisfy all of our current  liabilities on that
date. If our ongoing operations do not begin to provide sufficient profitability
to offset the working  capital  deficit we may have to raise  capital or debt to
fund the deficit.

         Our  Obligations  Under The Secured  Convertible  Debentures  Issued to
         Cornell Capital Partners, L.P. Are Secured By All Of Our Assets

         Our  obligations  under  the  secured  convertible  debentures  in  the
principal  amount of $375,000 issued to Cornell Capital  Partners are secured by
all of our assets.  As a result,  if we default under the terms of these secured
convertible  debentures,  Cornell Capital  Partners could foreclose its security
interest and liquidate all of the assets of the Company.  This would force us to
cease our 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.

         We May Not Be Able To Access  Sufficient Funds When Needed Under The
         Standby  Equity  Distribution  Agreement And The Price Of Our Common
         Stock Will  Affect Our  Ability To Draw Down On The  Standby  Equity
         Distribution Agreement

         Currently,  we are  dependent  upon sales to fund our  operations.  Our
financing needs for projected growth are expected to be provided, in large part,
by our Standby Equity Distribution  Agreement.  The amount of each advance under
the Standby Equity  Distribution  Agreement is subject to a maximum amount equal
to $100,000 and up to an aggregate  maximum  advance amount equal to $400,000 in
any thirty-calendar-day  period. Because of this maximum advance restriction, we
may not be able to access sufficient funds when needed.

         In addition,  there is an inverse relationship between the price of our
common  stock and the  number of shares of common  stock,  which  will be issued
under the Standby Equity Distribution Agreement. Based on our recent stock price
of $0.010, we would have to issue to Cornell Capital Partners 526,315,789 shares
of our common stock in order to draw down the entire $5 million  available to us
under the Standby Equity Distribution Agreement. On July 16, 2004, we filed with
the United States Securities and Exchange Commission a registration statement on
Form SB-2 registering 118,000. Our Articles of Incorporation currently authorize
United to issue 250 million shares and, as of April 29, 2005 we had  116,127,337
shares of common  stock issued and  outstanding.


                                       18
<PAGE>

In the event we desire to draw down any available  amounts  remaining  under the
Standby  Equity  Distribution  Agreement  after we have  issued the  118,000,000
shares that we registered  in the Form SB-2, we will have to obtain  shareholder
approval to amend our  Articles of  Incorporation  to  increase  our  authorized
shares  of common  stock and file a new  registration  statement  to cover  such
additional  shares that we would issue for additional  draw downs on the Standby
Equity Distribution  Agreement.  Unless we obtain profitable  operations,  it is
unlikely  that we will be able to  secure  additional  financing  from  external
sources other than our Standby Equity Distribution  Agreement.  Therefore, if we
are unable to draw down on our Standby Equity Distribution  Agreement, we may be
forced to curtail or cease our business operations.

         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.

         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.


                                       19
<PAGE>

         We May Be Unable To Manage Growth

         Successful  implementation  of our  business  strategy  requires  us to
manage our growth. Growth could place an increasing strain on our management and
financial resources. If we fail to manage our growth effectively,  our business,
financial  condition or operating  results could be materially  harmed,  and our
stock price may decline.

         Reliance On Vendors And Manufacturers

         We deal with suppliers on an order-by order basis and have no long-term
purchase  contracts  or other  contractual  assurances  of  continued  supply or
pricing.  In addition,  we have no long-term  contracts  with our  manufacturing
sources and compete  with other  companies  for  production  facility  capacity.
Historically,   we  have  purchased   enough  inventory  of  products  or  their
substitutes  to  satisfy   demand.   However,   unanticipated   failure  of  any
manufacturer  or supplier to meet our  requirements or our inability to build or
obtain substitutes could force us to curtail or cease operations.

         Dependence On Consumer Spending

         The success of the products in the  Brownie's  Third Lung and Brownie's
Tank Fill lines  depend  largely  upon a number of factors  related to  consumer
spending,  including future economic  conditions  affecting  disposable consumer
income such as employment,  business conditions,  tax rates, and interest rates.
In addition our  opportunities  are highly  dependent upon the level of consumer
spending  on  recreational  marine  accessories  and  dive  gear,  discretionary
spending items. There can be no assurance that consumer spending in general will
not decline, thereby adversely affecting our growth, net sales and profitability
or that our business will not be adversely  affected by future  downturns in the
economy,   boating  industry,   or  dive  industry.   If  consumer  spending  on
recreational  marine  accessories and dive gear declines,  we could be forced to
curtail or cease operations.

         Government Regulations May Impact Us

         The SCUBA  industry is  self-regulating;  therefore,  Brownie's  is not
subject to government  industry  specific  regulation.  Nevertheless,  Brownie's
strives to be a leader in promoting  safe diving  practices  within the industry
and is at the forefront of self-regulation through responsible diving practices.
Brownie's is subject to all regulations  applicable to "for profit" companies as
well as all trade and general  commerce  governmental  regulation.  All required
federal and state permits, licenses, and bonds to operate its facility have been
obtained.  There can be no assurance that our operations  will not be subject to
more restrictive  regulations in the future,  which could force us to curtail or
cease operations.

         Bad Weather Conditions Could Have An Adverse Effect On Operating
         Results

         Our   business  is   significantly   impacted   by  weather   patterns.
Unseasonably cool weather,  extraordinary  amounts of rainfall,  or unseasonably
rough  surf,  may  decrease  boat  use and  diving,  thereby  decreasing  sales.
Accordingly,  our  results  of  operations  for  any  prior  period  may  not be
indicative of results of any future period.

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

         We have not paid any cash  dividends on our capital stock and we do not
anticipate  paying cash  dividends in the future.  Investors  should not make an
investment in our common stock if they require dividend income. Any return on an
investment in our common stock will be as a result of any appreciation,  if any,
in our stock price.

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

         We, like any other retailer,  distributor and  manufacturer of products
that are designed for recreational  sporting purposes,  face an inherent risk of
exposure to product  liability  claims in the event that the use of our products
results in injury.  Such  claims  may  include,  among  other  things,  that our
products are designed and/or manufactured improperly or fail to include adequate
instructions as to proper use and/or side effects,  if any. We do not anticipate
obtaining  contractual  indemnification  from  parties-supplying  raw materials,
manufacturing  our products or marketing  our products.  In any event,  any such
indemnification  if  obtained  will be limited by our terms and,  as a practical
matter, to the  creditworthiness of the indemnifying party. In the event that we
do  not  have  adequate  insurance  or  contractual   indemnification,   product
liabilities  relating to defective products could have a material adverse effect
on our operations and financial  conditions,  which could force us to curtail or
cease our business operations.


                                       20
<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/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
Financial  Officer has  concluded  that the  Company's  disclosure  controls and
procedures are, in fact,  effective at this reasonable assurance level as of the
period covered.  In addition,  the Company reviewed its internal  controls,  and
there have been no  significant  changes in its  internal  controls  or in other
factors that could significantly affect those controls subsequent to the date of
their last  evaluation  or from the end of the  reporting  period to the date of
this Form 10-QSB.

         (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.


                                       21
<PAGE>

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a) None

         (b) None

         (c) None

         (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.


                                       22
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION                                        LOCATION
-----------       -----------                                        --------
<C>               <C>                                                <C>
2.2               Merger Agreement, dated June 18, 2002 by and       Incorporated by reference to Exhibit 2.02 to
                  among United Companies Corporation, Merger Co.,    Avid Sportswear & Golf Corp.'s Amendment No. 1
                  Inc. and Avid Sportswear & Golf Corp.              to Form S-4 filed June 24, 2002

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

3.1               Articles of Incorporation                          Incorporated by reference to Exhibit 3.05 to
                                                                     United Companies Corporation's Amendment No. 1
                                                                     to Form S-4 filed June 24, 2002

3.2               Bylaws                                             Incorporated by reference to Exhibit 3.04 to
                                                                     the Registration Statement on Form 10-SB

10.1              Share Exchange Agreement, dated March 23, 2004     Incorporated by reference to Exhibit 16.1 to
                  by and among United, Trebor Industries, Inc. and   Current Report on From 8-K filed April 9, 2004
                  Robert Carmichael

10.2              Securities Purchase Agreement, dated April 2,      Incorporated by reference to Exhibit 10.2 to
                  2004 by and between United and Cornell Capital     United Companies Corporation's Registration
                  Partners, L.P.                                     Statement on Form SB-2 filed July 16, 2004

10.3              Investor Registration Rights Agreement, dated      Incorporated by reference to Exhibit 10.3 to
                  April 2, 2004 by and between United and Cornell    United Companies Corporation's Registration
                  Capital Partners, L.P.                             Statement on Form SB filed July 16, 2004

10.4              Security Agreement, dated April 2, 2004 by and     Incorporated by reference to Exhibit 10.4 to
                  between United and Cornell Capital Partners, L.P.  United Companies Corporation's Registration
                                                                     Statement on Form SB filed July 16, 2004

10.5              Irrevocable Transfer Agent Instructions, dated     Incorporated by reference to Exhibit 10.5 to
                  April 2, 2004, by and among United, Cornell        United Companies Corporation's Registration
                  Capital Partners, L.P. and First American Stock    Statement on Form SB filed July 16, 2004
                  Transfer

10.6              Escrow Agreement, dated April 2, 2004 by and       Incorporated by reference to Exhibit 10.6 to
                  among United, Cornell Capital Partners, L.P. and   United Companies Corporation's Registration
                  Butler Gonzalez, LP                                Statement on Form SB filed July 16, 2004

10.7              Form of Secured Convertible Debenture              Incorporated by reference to Exhibit 10.7 to
                                                                     United Companies Corporation's Registration
                                                                     Statement on Form SB filed July 16, 2004

10.8              Form of Warrant                                    Incorporated by reference to Exhibit 10.8 to
                                                                     United Companies Corporation's Registration
                                                                     Statement on Form SB filed July 16, 2004
</TABLE>


                                       23
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION                                        LOCATION
-----------       -----------                                        --------
<C>               <C>                                                <C>
10.9              Standby Equity Distribution Agreement, dated       Incorporated by reference to Exhibit 10.9 to
                  April 2, 2004 by and between United and Cornell    United Companies Corporation's Registration
                  Capital Partners, L.P.                             Statement on Form SB filed July 16, 2004

10.10             Registration Rights Agreement, dated April 2,      Incorporated by reference to Exhibit 10.10 to
                  2004 by and between United and Cornell Capital     United Companies Corporation's Registration
                  Partners, L.P.                                     Statement on Form SB filed July 16, 2004

10.11             Escrow Agreement, dated April 2, 2004 by and       Incorporated by reference to Exhibit 10.11 to
                  among United, Cornell Capital Partners, L.P. and   United Companies Corporation's Registration
                  Butler Gonzalez, LP                                Statement on Form SB filed July 16, 2004

10.12             Placement Agent Agreement, dated April 2, 2004,    Incorporated by reference to Exhibit 10.12 to
                  by and among United, Cornell Capital Partners,     United Companies Corporation's Registration
                  L.P. and Newbridge Securities Corporation          Statement on Form SB filed July 16, 2004

10.13             Irrevocable Transfer Agent Instructions, dated     Incorporated by reference to Exhibit 10.13 to
                  April 2, 2004 by and among United, Cornell         United Companies Corporation's Registration
                  Capital Partners, L.P. and First American Stock    Statement on Form SB filed July 16, 2004
                  Transfer

10.14             Two Year Consulting Agreement with Jeff Morris     Incorporated by reference to Exhibit 10.14 to
                  effective January 1, 2005 for Management and       Current Report on Form 8-K filed on March 11,
                  Strategic Services and Warrants issued in          2005
                  conjunction with the same

10.15             Promissory Note, dated February 15, 2005 in the    Provided herewith
                  principal amount of $54,998.00 payable to
                  Robert M. Carmichael.

10.16             Prommissory Note, dated MArch 7, 2005 in the       Provided herewith
                  principal amount of $205,296.53 payable to
                  940 Associates, Inc.

10.17             Prommissory Note, dated March 7, 2005 in the       Provided herewith
                  principal amount of $447,111.13 payable to
                  Robert M. Carmichael

31.1              Certification Pursuant to Section 3.02             Provided herewith

31.2              Certification Pursuant to Section 3.02             Provided herewith

32.1              Certifiaction Pursuant to Section 1350             Provided herewith

32.2              Certifiaction Pursuant to Section 1350             Provided herewith
</TABLE>

         (b) Reports On Form 8-K:

         We filed a Current Report on Form 8-K on March 11, 2005 with respect to
Item 1.01 - Entry into a Material  Definitive  Agreement and 3.02 - Unregistered
Sales of Equity Securities.


                                       24
<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 11, 2005                UNITED COMPANIES CORPORATION

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


                                       25