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 September 30, 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               (I.R.S. Employer Identification No.)
of 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 129,128,407 shares of common stock outstanding as of November
10, 2005.

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

Financial Information

                          UNITED COMPANIES CORPORATION
                            CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2005
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS

Current assets
<S>                                                                  <C>
    Cash                                                             $    61,160
    Accounts receivable, net                                              94,608
    Inventory                                                            392,966
    Prepaid expense and other current assets                              41,155
                                                                     -----------
      Total current assets                                               589,889

Fixed assets, net                                                         41,219

Other assets, net                                                         25,457
                                                                     -----------

Total assets                                                         $   656,565
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

    Accounts payable and accrued liabilities                         $   479,513
    Customer deposits                                                    113,688
    Other liabilities                                                     41,297
    Loan payable - related party                                           4,484
    Notes payable - current portion                                        9,823
    Notes payable - related parties- current portion                      31,311
    Convertible debenture                                                325,000
                                                                     -----------
      Total current liabilities                                        1,005,116

Long-term liabilities

    Notes payable - long-term portion                                     15,856
    Notes payable - related parties- long-term portion                   658,285
                                                                     -----------

Total liabilities                                                      1,679,257

Commitments and contingencies                                                 --

Stockholders' deficit

    Common stock; $0.001 par value; 250,000,000 shares authorized
       125,354,822 shares issued and outstanding                         125,355
    Additional paid-in capital                                           612,853
    Loan fees related to equity line of credit                          (122,753)
    Accumulated deficit                                               (1,638,147)
                                                                     -----------
      Total stockholders' deficit                                     (1,022,692)
                                                                     -----------

Total liabilities and stockholders' deficit                          $   656,565
                                                                     ===========
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       2
<PAGE>

                          UNITED COMPANIES CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,   Nine Months Ended September 30,
                                                     --------------------------------   ------------------------------
                                                          2005             2004             2005             2004
                                                      -------------    -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>              <C>
Net revenues                                          $     810,824    $   1,097,981    $   2,357,887    $   2,270,346

Cost of revenues                                            543,836          656,776        1,530,186        1,512,729
                                                      -------------    -------------    -------------    -------------

    Gross profit                                            266,988          441,205          827,701          757,617

Operating expenses

    Research and development costs                            2,934           14,837            7,447           45,006
    Selling, general and administrative                     264,519          260,289          759,263          833,328
                                                      -------------    -------------    -------------    -------------
      Total operating expenses                              267,453          275,126          766,710          878,334
                                                      -------------    -------------    -------------    -------------

    Gain (loss) from operations                                (465)         166,079           60,991         (120,717)

Other (income) expense

    Other (income) expense                                     (247)          (5,062)          23,027           (4,677)
    Interest expense                                         20,935           79,059           65,520          406,402
                                                      -------------    -------------    -------------    -------------
      Total other expenses                                   20,688           73,997           88,547          401,725
                                                      -------------    -------------    -------------    -------------

Net income (loss) before provision for income taxes         (21,153)          92,082          (27,556)        (522,442)

Provision for income taxes                                       --               --               --               --
                                                      -------------    -------------    -------------    -------------

Net income (loss)                                     $     (21,153)   $      92,082    $     (27,556)   $    (522,442)
                                                      =============    =============    =============    =============

Basic loss per common share                           $       (0.00)   $        0.00    $       (0.00)   $       (0.00)
                                                      =============    =============    =============    =============
Diluted loss per common share                         $       (0.00)   $        0.00    $       (0.00)   $       (0.00)
                                                      =============    =============    =============    =============

Basic and diluted weighted average common
    shares outstanding                                  119,703,593      114,126,575      116,402,013      108,150,739
                                                      =============    =============    =============    =============
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       3
<PAGE>

                          UNITED COMPANIES CORPORATION
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

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

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 Securities
   Purchase Agreement dated April 4, 2004             2,000,762           2,001          17,999              --              --

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              --              --

Net loss                                                     --              --              --              --              --
                                                   ------------    ------------    ------------    ------------    ------------

Balance, March 31, 2005 (Unaudited)                 116,127,337         116,128         654,388        (195,452)        (41,429)

Amortization of loan fees related to Standby
  Equity Distribution Agreement                              --              --         (36,151)         36,151              --

Consulting expense recognized for stock
  options issued in conjunction with the
  consulting agreement effective January 1, 2005             --              --          25,910              --              --

Common stock redeemed for other receivable
  and cancelled at June 15, 2005                       (517,857)           (518)        (40,911)             --          41,429

Net income                                                   --              --              --              --              --
                                                   ------------    ------------    ------------    ------------    ------------

Balance June 30, 2005 (Unaudited)                   115,609,480         115,610         603,236        (159,301)             --

Amortization of loan fees related to Standby
  Equity Distribution Agreement                              --              --         (36,548)         36,548              --

Consulting expense recognized for stock
  options issued in conjunction with the
  consulting agreement effective January 1, 2005             --              --          25,910              --              --

Conversion of Convertible Debenture to
  common stock  pursuant to the Securities
   Purchase Agreement dated April 4, 2004             9,745,342           9,745          20,255              --              --

Net income                                                   --              --              --              --              --
                                                   ------------    ------------    ------------    ------------    ------------

Balance September 30, 2005 (Unaudited)              125,354,822    $    125,355    $    612,853    $   (122,753)   $         --
                                                   ============    ============    ============    ============    ============
</TABLE>

                                                            Continuted Next Page

<PAGE>

Continued From Previous Page

<TABLE>
<CAPTION>
                                                                        Total
                                                     Accumulated    Stockholders'
                                                       Deficit         Deficit
                                                     ------------    ------------
<S>                                                  <C>             <C>
Balance, December 31, 2004                           $ (1,610,591)   $ (1,122,866)

Reclassification for change in the number of
  common shares receivable related to the
  issuance of common stock                                     --              --

Conversion of Convertible Debenture to
  common stock  pursuant to the Securities
   Purchase Agreement dated April 4, 2004                      --          20,000

Amortization of loan fees related to Standby
   Equity Distribution Agreement                               --              --

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

Net loss                                                  (70,395)        (70,395)
                                                     ------------    ------------

Balance, March 31, 2005 (Unaudited)                    (1,680,986)     (1,147,351)

Amortization of loan fees related to Standby
  Equity Distribution Agreement                                --              --

Consulting expense recognized for stock
  options issued in conjunction with the
  consulting agreement effective January 1, 2005               --          25,910

Common stock redeemed for other receivable
  and cancelled at June 15, 2005                               --              --

Net income                                                 63,992          63,992
                                                     ------------    ------------

Balance June 30, 2005 (Unaudited)                      (1,616,994)     (1,057,449)

Amortization of loan fees related to Standby
  Equity Distribution Agreement                                --              --

Consulting expense recognized for stock
  options issued in conjunction with the
  consulting agreement effective January 1, 2005               --          25,910

Conversion of Convertible Debenture to
  common stock  pursuant to the Securities
   Purchase Agreement dated April 4, 2004                      --          30,000

Net income                                                (21,153)        (21,153)
                                                     ------------    ------------

Balance September 30, 2005 (Unaudited)               $ (1,638,147)   $ (1,022,692)
                                                     ============    ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>

                          UNITED COMPANIES CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITIED)

<TABLE>
<CAPTION>
                                                                        Nine Months Ended September 30,
                                                                        -------------------------------
                                                                               2005        2004
                                                                            ---------    ---------
<S>                                                                         <C>          <C>
Cash flows from operating activities:
      Net loss                                                              $ (27,556)   $(522,442)
      Adjustments to reconcile net loss to net
       cash provided (used) by operating activities:
           Depreciation and Amortization                                       40,339       37,390
           Stock option based compensation                                     77,731       10,000
           Beneficial conversion feature related to convertible debenture          --      341,002
           Loss on disposal of fixed assets                                     2,941           --
      Changes in operating assets and liabilities:
           Change in accounts receivable, net                                 (30,729)      12,936
           Change in inventory                                                  2,451      (54,811)
           Change in prepaid expenses and other current assets                (32,211)     (45,089)
           Change in other assets                                               8,199      (70,763)
           Change in bank overdraft                                                --      (26,299)
           Change in accounts payable and accrued liabilities                 (75,618)      (4,866)
           Change in customer deposits                                         82,261       29,380
           Change in billings in excess of cost and estimated
                earnings on uncompleted contracts                                  --       (5,000)
           Change in other liabilities                                         31,297        1,303
                                                                            ---------    ---------
                Net cash provided (used) by operating activities               79,105     (297,259)

Cash flows from investing activities:
      Proceeds from sale of fixed assets                                       17,434
      Purchase of fixed assets                                                 (4,154)     (13,448)
                                                                            ---------    ---------
                Net cash provided (used) by investing activities               13,280      (13,448)

Cash flows from financing activities:
      Change in loans payable - related parties                                 4,484      (19,037)
      Proceeds from issuance of convertible debenture                              --      375,000
      Proceeds from borrowings on notes payable - related parties               8,013           --
      Principal payments on notes payable                                     (28,240)     (11,050)
      Principal payments on notes payable  related parties                    (17,810)          --
      Principal payments on capital lease obligations                              --       (7,634)
                                                                            ---------    ---------
                Net cash (used) provided by financing activities              (33,553)     337,279
                                                                            ---------    ---------

Net change in cash                                                             58,832       26,572

Cash, beginning of period                                                       2,328           --
                                                                            ---------    ---------

Cash, end of period                                                         $  61,160    $  26,572
                                                                            =========    =========

Supplemental disclosure of cash flow information:
      Cash paid for interest                                                $  35,996    $   3,857
                                                                            =========    =========

      Cash paid for taxes                                                   $      --    $      --
                                                                            =========    =========

Supplemental disclosure of non-cash financing activities:
      Accounts payable and accrued liabilities assumed through
           acquisition of United Companies Corporation                      $      --    $ 224,324
                                                                            =========    =========

      Conversion of Convertible Debenture into Stock as provided
           in Stock Purchase Agreement                                      $  50,000    $      --
                                                                            =========    =========

      Amortization of loan fees related to Standby Equity
           Distribution Agreement                                           $ 108,452    $      --
                                                                            =========    =========

      Common stock issued for loan fees related to Standby Equity
           Distribution Debenture                                           $      --    $ 290,000
                                                                            =========    =========

      Common stock (redeemed) issued for other receivable                   $(207,143)   $ 207,143
                                                                            =========    =========
</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 "UCC" or the "Company") designs, tests, manufactures and
      distributes recreational hookah diving, and yacht based scuba air
      compressor and Nitrox Generation Systems. 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 Company
      sells its products from its headquarters and manufacturing facility in
      Fort Lauderdale, Florida.

      History - 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 ("Trebor"), in exchange for 95,000,000 shares of the Company's common
      stock (the "UCC Transaction"). Prior to the UCC Transaction, UCC was a
      non-operating public shell company with no operations, nominal assets,
      accrued liabilities totaling $224,323 and 14,483,718 shares of common
      stock issued and outstanding. Prior to the UCC Transaction, Trebor 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 for
      the net monetary assets of a non-operational public shell company (UCC),
      accompanied by a recapitalization. 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
      that was incorporated under the laws of Florida on September 17, 1981.
      Therefore, these financial statements reflect activities from September
      17, 1981 (Date of Inception for Trebor Industries, Inc. dba Brownie's
      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 that approximates
      the First-In, First-Out ("FIFO") method of accounting for inventory.
      Inventory consists of raw materials as well as finished goods held for
      sale. The Company's management monitors the inventory for excess and
      obsolete items and makes necessary valuation adjustments when required.

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

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


                                       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 or when service is rendered. Revenues from
      fixed-price contracts are recognized on the percentage-of-completion
      method, measured by the percentage of cost incurred to date to estimated
      total cost of each contract. This method is used because management
      considers the percentage of cost incurred to date to estimated total cost
      to be the best available measure of progress on the contracts.

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

      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
      for the three months ended September 30, 2005, and 2004, were $7,050 and
      $15,398, respectively. Advertising and trade show expenses incurred for
      the nine months ended September 30, 2005, and 2004, were $31,838, and
      $43,552, 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 September 30, 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 Statement 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 issued no stock, neither granted warrants nor options, to
      employees for compensation for the nine months ended September 30, 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.


                                       8
<PAGE>
                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


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

      In December 2004, FASB issued SFAS No. 123 revised, Accounting for
      Stock-Based Compensation as discussed in detail in Stock-based
      compensation above. The Company adopted SFAS No. 123 revised during the
      year ended December 31, 2004, with no significant financial impact.

      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.

2.    INVENTORY

      Inventory consists of the following as of September 30, 2005:

      Raw materials                                            $    226,587
      Work in process                                                    --
      Finished goods                                                166,379
                                                               ------------
                                                               $    392,966
                                                               ============

3.    FIXED ASSETS

      Fixed assets consist of the following as of September 30, 2005:

          Furniture, vehicles, and equipment                   $    210,898
          Leasehold Improvements                                      7,000
                                                               ------------
                                                                    217,898

          Less: accumulated depreciation and amortization         (176,679)
                                                               ------------

                                                               $     41,219
                                                               ============

4.    CREDIT CONCENTRATIONS

      Sales to Brownie's Southport Diver's, Inc., and Holiday Diver, Inc. for
      the three months ended September 30, 2005, represented approximately 10%
      and 10%, respectively, of total Company Net revenues as compared to 14%
      and 6%, respectively, for the same period in 2004. Sales to Brownie's
      Southport Diver's Inc., and Ocean Safari for the nine months ended
      September 30, 2005, represented approximately 19% and 12%, respectively,
      of total Company Net revenues as compared to 22% and 1%, respectively, for
      the same period in 2004. Sales to no other customer during the three and
      nine months ended September 30, 2005 represented 10% or more of Net
      revenues of the Company. The brother of Robert Carmichael, the Company's
      Chief Executive Officer, as discussed in Note 5 - RELATED PARTY
      TRANSACTIONS, owns Brownie's Southport Diver's, Inc.


                                       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 September 30, 2005:

      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.                                                            $ 445,899

      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.                                                           204,740

      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.                           38,957
                                                                      ----------
                                                                         689,596

      Less amounts due within one year                                    31,311
                                                                      ----------

      Long-term portion of notes payable - related parties            $  658,285
                                                                      ==========

      As of September 30, 2005, principal payments on the notes
payable - related parties are as follows:

          2005                                                        $    7,792
          2006                                                            31,407
          2007                                                             8,900
          2008                                                             4,769
          2009                                                             5,268
          Thereafter                                                     631,460
                                                                      ----------
                                                                      $  689,596
                                                                      ==========


                                       10
<PAGE>
                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


5.    RELATED PARTY TRANSACTIONS (continued)

      Revenues - The Company sells products to two entities owned by the brother
      of the Company's Chief Executive Officer, Brownie's Southport Divers, Inc.
      and Brownie's Palm Beach Divers. Terms of sale are no more favorable than
      those extended to any of the Company's other customers. Combined revenue
      from these entities for the three months ended September 30, 2005, and
      2004, was $114,758 and $152,956, respectively. Combined revenue from these
      entities for the nine months ended September 30, 2005, and 2004, was
      $543,010 and $497,443, 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 this 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 "Brownie's Third
      Lung", "Tankfill", "Brownie's 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%.

      Total royalty expense for the above agreements for the three months ended
      September 30, 2005 and 2004, was $7,334 and $38,665, respectively. For the
      nine months ended September 30, 2005, and 2004, total royalty expense for
      the above agreements was $16,444 and $76,010, respectively. As of
      September 30, 2005, the Company was in arrears on royalty payments by
      $13,593. This amount is included in Other liabilities on the face of the
      balance sheet. The related parties continue to work with the Company
      regarding payment and no notices of default have been issued as a result.

      Lease Expense - The Company leases its facility from an entity in which
      the Chief Executive Officer has an ownership interest. For the three
      months ended September 30, 2005, and 2004, lease expense was $30,475, and
      $30,475, respectively. Lease expense for the nine months ended September
      30, 2005, and 2004, was $91,425 and $92,720, respectively.

      As of September 30, 2005, the Company owed $4,484 to an entity in which
      the Chief Executive Officer has a financial interest. This amount is
      reflected as loan payable - related party on the face of the Balance
      Sheet.

6.    OTHER LIABILITIES

      Other liabilities totaling $41,297 as of September 30, 2005, consists of
      $13,593 royalties due, $1,079 sales tax payable, $13,125 on-line training
      liability, and $13,500 related to a notice of amount due from a government
      agency discussed below.

      On July 8, 2005, the Company received a notice of delinquency and amount
      due associated with a settlement the Company had with a government agency
      for payment of a fine. On June 28, 2005 the Company made the last payment
      due under the total settlement agreement of $24,000. Per the settlement
      agreement, if all payments were not made strictly in accordance with the
      payment schedule then the amount due would revert back to the original
      assessed amount of $37,500. No notice of default or official change in
      amount due was received prior to this notice request.


                                       11
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

6.    OTHER LIABILITIES (continued)

      The notice of delinquency asserts that the amount now due by the Company
      is $28,133. The Company is currently in the process of investigating the
      assertion of the amount due as it feels there is no basis for the total
      assessment. Accordingly, it has requested abatement of the total
      additional amount shown due. However, based on receipt of this notice, the
      Company recorded an other liability in the amount of $13,500 (the $37,500
      original assessment less the $24,000 settlement amount paid) during the
      second quarter of 2005.

      Effective July 1, 2005, on-line training certificates are issued with all
      hookah units sold. The training certificates entitle the holder to an
      on-line interactive course at no additional charge to the holder. The
      number of on-line training certificates issued per unit is the same as the
      number of divers the unit as sold is designed to accommodate (i.e., a
      three diver unit configuration comes with three on-line training
      certificates). The certificates have an eighteen-month redemption life
      after which time they expire. The eighteen-month life of the certificates
      begins at the time the customer purchases the unit. The Company owes the
      on-line training vendor the agreed upon negotiated rate for all on-line
      certificates redeemed payable at the time of redemption. For certificates
      that expire without redemption, no amount is due the on-line training
      vendor. The Company has no historical data with regard to the percentage
      of certificates that will be redeemed versus those that will expire.
      Therefore, until the Company accumulates historical data related to the
      certificate redemption ratio, it will assume that 100% of certificates
      issued with unit sales will be redeemed. Accordingly, at the time a unit
      is sold, the related on-line training liability is recorded. The same
      liability is reduced as certificates are redeemed and the related payments
      are made to the on-line training vendor.

7.    NOTES PAYABLE

      Notes payable consists of the following as of September 30, 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.                                $   12,418

      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.             13,261
                                                                      ----------

                                                                          25,679

         Less amounts due within one year:                                 9,823
                                                                      ----------

         Long-term portion of notes payable                           $   15,856
                                                                      ==========

      As of September 30, 2005, principal payments on the notes
      payable are as follows:

          2005                                                        $    2,402
          2006                                                             9,967
          2007                                                             9,471
          2008                                                             3,839
                                                                      ----------

                                                                      $   25,679
                                                                      ==========

      The Company sold a vehicle during April 2005, and recognized a loss of
      $907. The note payable that was secured by the vehicle sold was paid in
      full as part of the transaction.


                                       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 affiliates
      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, United 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 United'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
      free-trading 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 free-trading
      common stock.

      On June 21, 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 $.0028,
      Cornell Capital Partners LP was issued 3,571,429 shares of free-trading
      common stock during July 2005.

      On August 3, 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 $.0025,
      Cornell Capital Partners LP was issued 4,000,000 shares of free-trading
      common stock during September 2005.

      On September 19, 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
      $.0046, Cornell Capital Partners LP was issued 2,173,913 shares of
      free-trading common stock during September 2005.

      As of September 30, 2005, loan fees of $18,490 (net of $44,010
      amortization expense) were included in other assets, totaling $33,270.


                                       13
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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 the Company requests 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 the
      Company's 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.

      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 on Form SB-2 was declared
      effective with the Securities and Exchange Commission. 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 Partners, LP 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 stated 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". On June 15, 2005, Cornell Capital Partners LP returned the
      517,857 shares as is reflected on the face of the Statement of
      Stockholder's Deficit as activity during the quarter ended June 30, 2005.
      As of September 30, 2005, the Company had taken no draws under the Standby
      Equity Distribution Agreement.


                                       14
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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 vesting 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 the options issued during the 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. using the Black-Scholes
      model. For the three and nine months ended September 30, 2005, the Company
      recognized $25,910 and $77,730, respectively, 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 three months ended September 30, 2005, and 2004, lease
      expense was $30,475 and $30,475, respectively. For the nine months ended
      September 30, 2005, and 2004, total rent expense for the leased facility
      was $91,425 and $92,720, respectively. Additionally, the Company is
      responsible for all other operating expenses on the property such as
      insurance, repairs and maintenance, etc. as the lease is termed a triple
      net lease. The triple net expenses are recorded to the applicable expense
      accounts on the Company's statement of operations.

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

      Future minimum lease payments required under the property lease and copier
      lease as of September 30, 2005, are as follows:

          2005                                                        $   43,945
          2006                                                           125,878
          2007                                                           125,878
          2008                                                           125,878
          2009                                                           124,552
          Thereafter                                                     406,333
                                                                      ----------

                                                                      $  952,464
                                                                      ==========


                                       15
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

11.   SUBSEQUENT EVENTS

      On October 19, 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
      $.00265, Cornell Capital Partners LP was issued 3,773,585 shares of
      free-trading common stock during October 2005.



                                       16
<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 ("United"), a Nevada corporation, entered
into a Share Exchange Agreement, dated March 23, 2004, by and among United,
Trebor Industries, Inc., d/b/a Brownie's Third Lung, a Florida corporation
(referred to herein as "Trebor"), and Robert Carmichael. Pursuant to the Share
Exchange Agreement, Mr. Carmichael exchanged 377 shares of common stock, par
value $1.00 per share, of Trebor, which constituted all of the issued and
outstanding shares of capital stock of Trebor, for 95,000,000 shares of common
stock, par value $0.001 per share, of United. Pursuant to the Share Exchange
Agreement, Trebor became a wholly-owned subsidiary of United.

      Since April 16, 2004, Mr. Carmichael has served as President, Acting
Principal Accounting Officer and Acting Chief Financial Officer of the Company.
From March 23, 2004 to April 26, 2004, Mr. Carmichael served as United's
Executive Vice-President and Chief Operating Officer. Mr. Carmichael has
operated Trebor as its President since 1986. He is the holder or co-holder of
numerous patents that are used by Trebor and several other major players in the
diving industry. Prior to the share exchange transaction with Trebor, United had
no on-going operations. United had been seeking potential operating businesses
and business opportunities, with the intent to acquire or merge with such
businesses.

      On February 12, 2002, United filed with the Securities and Exchange
Commission a Form S-4 Proxy Statement and Registration Statement in conjunction
with Avid Sportswear & Golf Corp., a Nevada corporation, describing a proposed
merger of Avid with and into Merger Co., a wholly-owned subsidiary of United. On
January 28, 2003, the Securities and Exchange 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.

      United through its wholly owned subsidiary Trebor, does business under the
name "Brownie's Third Lung. Brownie's Third Lung (referred to herein as
"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 its products from its headquarters and factory in Fort
Lauderdale, Florida.


                                       17
<PAGE>

Financial Performance

      United has a history of losses. Trebor acquired by share exchange on March
23, 2004, has historically had both profitable and unprofitable years. For the
year ended December 31, 2004, United sustained losses of $510,922, which
includes United's wholly owned subsidiary Trebor. For the year ended December
31, 2003, United sustained a loss of $187,069, which solely reflects the
operations of Trebor. For the three and nine months ended September 30, 2005,
United had net losses of $(21,153) and $(27,556), respectively.

Results Of Operations For The Three Months Ended September 30, 2005, As Compared
To The Three Months Ended September 30, 2004

      The following discussion of United's results of operations compares
United's three months ended September 30, 2005, with United's results of
operations for the three months ended September 30, 2004.

      Net Revenues. For the three months ended September 30, 2005, we had net
revenues of $810,824, as compared to net revenues of $1,097,981 for the three
months ended September 30, 2004, a decrease of $287,157 or 26.15%. This decrease
is primarily attributable to a non-recurrent sale in the third quarter of 2004
for a custom tankfill system for approximately $380,000. The decrease attributed
to not having this large custom tank fill sale in the third quarter of 2005 was
partially offset by higher incremental hookah, tankfill system and public safety
sales totaling approximately $90,000 in the third quarter of 2005 as compared to
the third quarter of 2004.

      Cost of Revenues. For the three months ended September 30, 2005, we had
cost of revenues of $543,836, as compared with cost of revenues of $656,776 for
the three months ended September 30, 2004, a decrease of $112,940 or 17.20%.
This net decrease is primarily attributable to a net decrease in material cost
of approximately $77,000 (comprised of a $113,000 decrease related to the lower
sales volume, and a $36,000 increase as a result of overall higher material
prices), and a decrease in overhead allocation expense by approximately $30,000.
The overall cost of material used in the hookah units has decreased, however,
the overall cost of material used in the tankfill systems has increased,
particularly, the cost of stainless steel, fittings, gauges and silencers. The
decrease in overhead allocation cost is predominantly attributed to the decrease
in royalty expense as a result of the 75% royalty discount granted the Company
for 2005.

      Gross Profit. For the three months ended September 30, 2005, we had a
gross profit of $266,988, as compared to gross profit of $441,205 for the
comparable period in 2004, a decrease of $174,217 or 39.49%. This decrease is
primarily attributable to a decrease in sales and a lesser net percentage
decrease in the cost of revenues for the three months ended September 30, 2005
compared to the three months ended September 30, 2004.

      Operating Expense. For the three months ended September 30, 2005, we had
total operating expenses of $267,453, as compared to total operating expenses of
$275,126 for the three months ended September 30, 2004, a decrease of $7,673 or
2.79%. This net decrease is attributable to a decrease in research and
development cost of $11,903 and an increase in selling, general and
administrative expenses of $4,230. Research and Development ("R&D") cost has
predominantly been an allocation of in-house labor from its various functional
categories to R&D for time spent in this area. In line with cost cutting
measures and to focus on profits and cash flows, labor was utilized more in the
area of generating revenue instead of R&D during the three months ended
September 30, 2005, as compared to the same period in 2004.

      Interest Expense. For the three months ended September 30, 2005, we had
interest expense of $20,935, as compared to $79,059 for the three months ended
September 30, 2004, a decrease of $58,124 or 73.52%. This decrease is primarily
attributable to the interest of $55,288 that was recorded in the third quarter
of 2004 on the beneficial conversion feature of the convertible debenture issued
in that quarter.

      Net Loss. For the three months ended September 30, 2005, we had a net loss
of $21,153, as compared to a net profit of $92,082 for the three months ended
September 30, 2004, a decrease in net profit of $113,235 or 122.97%. The
decrease is primarily attributable to the decreases in Gross Profit and Interest
Expense for the three months ended September 30, 2005 as compared to the three
months ended September 30, 2004.


                                       18
<PAGE>

Results Of Operations For The Nine Months Ended September 30, 2005, As Compared
To The Nine Months Ended September 30, 2004

      The following discussion of United's results of operations compares
United's nine months ended September 30, 2005, with United's results of
operations for nine months ended September 30, 2004.

      Net Revenues. For the nine months ended September 30, 2005, we had net
revenues of $2,357,887 as compared to net revenues of $2,270,346 for the nine
months ended September 30, 2004, an increase of $87,541 or 3.86%. This net
increase is primarily attributable to an overall increase in hookah, tankfill
system, and public safety sales during the nine months ended September 30, 2005
as compared to the nine months ended September 30, 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 tankfill system sales by establishing OEM relationships with
yacht builders, is proving successful.

      Cost of Revenues. For the nine months ended September 30, 2005, we had
cost of revenues of $1,530,186, as compared with cost of revenues of $1,512,729
for the nine months ended September 30, 2004, an increase of $17,457 or 1.15%.
The net increase is primarily made up of a net of higher net overall material
cost of approximately $115,000 (comprised of $80,000 related to higher material
prices and $35,000 related to higher sales volume), a decrease in direct labor
cost of about $37,000, a decrease in overhead allocation cost by approximately
$54,000, an increase in freight-in of approximately $14,000, a decrease in
subcontract expense of about $13,000, and a decrease in shop supplies expense of
about $6,000. Overall, the cost of material used in the hookah units has
decreased, however, the cost of material used in the tankfill systems has
increased, particularly, the cost of stainless steel, fittings, gauges and
silencers. Predominantly responsible for the lower overhead allocation cost is
the decrease by approximately $59,000 in royalty expenses from the nine months
ended September 30, 2005, as compared to the same period in 2004 as a result of
the 75% royalty discount granted the Company for 2005. Not replacing two direct
labor employees in 2005 that were employed in 2004, but rather spreading their
work responsibilities to other employees is mainly the reason for the decrease
in direct labor. Freight-in as a percentage of sales has remained fairly
constant. The decrease in subcontract cost and supplies is largely a result of
not having the large non-recurrent tankfill custom sale for the nine months
ended 2005 that drove up these costs in same period in 2004.

      Gross Profit. For the nine months ended September 30, 2005, we had a gross
profit of $827,701, as compared to gross profit of $757,617 for the comparable
period in 2004, an increase of $70,084 or 9.25%. This is primarily attributable
to an increase in sales and the lesser percentage net increase in cost of
revenues for the nine months ended September 30, 2005, as compared to the nine
months ended September 30, 2004.

      Operating Expense. For the nine months ended September 30, 2005, we had
total operating expenses of $766,710, as compared to total operating expenses of
$878,334 for the nine months ended September 30, 2004, a decrease of $111,624 or
12.71%. This decrease is attributable to a decrease in research and development
expense of $37,559 and a decrease in other selling, general and administrative
expenses of $74,065. R&D cost has predominantly been an allocation of in-house
labor from its various functional categories to R&D for time spent in this area.
In line with cost cutting measures and to focus on profits and cash flows, labor
was utilized more in the area of generating revenue instead of R&D during the
nine months ended September 30, 2005, as compared to the same period in 2004.
The net decrease in selling, general and administrative expense is primarily
attributable to decrease of approximately $12,000 in advertising expense, a
decrease of approximately $23,000 in travel expense, a decrease of approximately
$12,000 in payroll costs, a decrease of approximately $76,000 in legal expense,
an increase of approximately $62,000 in other professional fees, and a decrease
of approximately $8,000 in office supplies. Advertising expense and office
supplies expense were reduced for the nine months ended September 2005 as
compared to the same period in the prior year as one of the cost cutting
measures to improve cash flows and improve profitability in 2005. During the
nine months ended September 30, 2004, the non-recurrent sale of a large custom
tankfill system required a significant amount of travel, the reason for the
decrease in travel expense during the nine months ended September 30, 2005. The
decrease in legal expense is a result of our consultants assuming many of the
functions in the current year that the attorneys were relied upon in 2004. Also,
during 2004, we had significant legal costs associated with the Trebor/UCC
merger, and preparation and review of documents in connection with the Secured
Convertible Debenture and Standby Equity Distribution Agreements, and our Form
SB-2 registration statement. The increase in other professional fees is mainly
attributable to the quarterly stock option expense of the operations consultant
as part of his contract entered into on January 1, 2005.

      Interest Expense. For the nine months ended September 30, 2005, we had
interest expense of $65,520, as compared to $406,402 for the nine months ended
September 30, 2004, a decrease of $340,882 or 83.88%. This decrease is primarily
attributable to interest of $341,002, that was recorded in the nine months ended
September 30, 2004 on the beneficial conversion feature of the convertible
debentures issued in that period.


                                       19
<PAGE>


      Net Loss. For the nine months ended September 30, 2005, we had a net loss
of $27,556, as compared to a $522,442 net loss for the nine months ended
September 30, 2004, a decrease of $494,886 or 94.73%. The decrease is primarily
attributable to an increase in Gross Profit, a decrease in Operating Expenses,
and a decrease in Interest Expense for the nine months ended September 30, 2005
as compared to the same period in 2004.

Liquidity And Capital Resources

      As of September 30, 2005, we had cash and current assets of $589,889. As
of September 30, 2005, we had current liabilities of $1,005,116, consisting
primarily of accounts payable and accrued liabilities $479,513, customer
deposits of $113,688, other liabilities of $41,297, notes payable - current
portion of $9,823, notes payable - current portion - related parties of $31,311,
convertible debenture of $325,000, and loan payable - related party of $4,484.
As of September 30, 2005, we had a working capital deficit of $415,227. It
appears that external financing will be necessary to fund some our operations
for the foreseeable future.

      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 to Cornell Capital Partners, LP 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. 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.

      On April 2, 2004, we 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 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, LP shall not 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 affiliates to exceed 4.99% of the outstanding shares of
common stock of United. On July 23, 2004, we issued a second Secured Convertible
Debenture to Cornell Capital Partners, LP 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 and Robert Carmichael. Pursuant to this share exchange transaction,
United acquired all of the issued and outstanding capital stock of Trebor and
Trebor became a wholly-owned subsidiary of United. Trebor designs, manufactures
and sells surface-supplied air units for the recreational diving industry.
United has a history of losses. Historically, Trebor has had both profitable and
unprofitable years. As of September 30, 2005, we had an accumulated deficit of
$1,638,147. For the nine months ended September 30, 2005 we incurred a net loss
of $27,556. For the year ended December 31, 2004 we incurred a net loss of
$510,922. For the year ended December 31, 2003 we incurred a net loss of
$187,609 that solely reflects the operations of Trebor as United had no such
operations for that period.


                                       20
<PAGE>


      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.

      We May Need To Raise Additional Capital To Finance Operations

      As of September 30, 2005, we had $61,160 of cash on hand and our total
current assets were $589,889. Our current liabilities were $1,005,116 as of
September 30, 2005. 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 other than our Standby Equity Distribution Agreement with Cornell
Capital Partners, LP. As of November 1, 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.

      We Are Subject To A Working Capital Deficit, Which Means That Our Current
Assets On September 30, 2005 Were Not Sufficient To Satisfy Our Current
Liabilities

      We had a working capital deficit $415,227 at September 30, 2005, which
means that our current liabilities as of that date exceeded our current assets
by $415,227. 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
September 30, 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 $325,000 issued to Cornell Capital Partners, LP are secured by all of
our assets. As a result, if we default under the terms of these secured
convertible debentures, Cornell Capital Partners, LP 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 external financing to fund our
operations. Our financing needs 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.


                                       21
<PAGE>

      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 $0.004, we would have to issue to Cornell Capital Partners, LP 1,250,000,000
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 118,000,000. Our Articles of Incorporation
currently authorize United to issue 250 million shares and, as of November 10,
2005 we had 129,128,407 shares of common stock issued and outstanding. 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:

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

      We Could Fail To Attract Or Retain Key Personnel

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

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

      Effective January 1, 2005, the Company entered into a two-year Consulting
Agreement with one of the consultants as referred to above for management and
strategic services. The Consulting Agreement calls for a monthly consulting fee
and provides for warrants to purchase 28,571,428 shares of the Company's common
stock. The exercise price of the warrants is $.007 per share, which equaled the
closing price of the Company's common stock on January 1, 2005, the effective
date of the agreement. The rights to exercise the warrants shall vest in four
equal tranches of 7,142,857 current shares at six months, twelve months,
eighteen months, and twenty-four months. The Company can terminate the
Consulting Agreement at any time for "Cause" as defined in the Consulting
Agreement. The consultant may terminate the Consulting Agreement at any time for
non-payment of monies due, and such condition remains uncured for a period of
sixty days.


                                       22
<PAGE>

      Our Failure To Obtain Intellectual Property And Enforce Protection Would
Have A Material Adverse Effect On Our Business

      Our success depends in part on our ability, and the ability of our patent
and trademark licensors, entities owned and controlled by Robert M. Carmichael,
our President and Chief Executive Officer, to obtain and defend our intellectual
property, including patent protection for our products and processes, preserve
our trade secrets, defend and enforce our rights against infringement and
operate without infringing the proprietary rights of third parties, both in the
United States and in other countries. Despite our efforts to protect our
intellectual proprietary rights, existing copyright, trademark and trade secret
laws afford only limited protection.

      Our industry is characterized by frequent intellectual property litigation
based on allegations of infringement of intellectual property rights. Although
we are not aware of any intellectual property claims against us, we may be a
party to litigation in the future.

      We May Be Unable To Manage Growth

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

      Reliance On Vendors And Manufacturers

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

      Dependence On Consumer Spending

      The success of the products in the Brownie's Third Lung and Brownie's
Tankfill 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..


                                       23
<PAGE>


      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.

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

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


                                       24
<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
Accounting Officer has concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level as of the
of period covered.

(B)   Changes In Internal Controls Over Financial Reporting

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


                                       25
<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.


                                       26
<PAGE>


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits.

<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION                                        LOCATION
-----------   -----------------------------------------------    -----------------------------------------------
<S>           <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

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
</TABLE>


                                       27
<PAGE>


<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION                                        LOCATION
-----------   -----------------------------------------------    -----------------------------------------------
<S>           <C>                                                <C>

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            Incorporated by reference to Exhibit 10.14 to
              Morris effective January 1, 2005 for Manage-       Current Report on Form 8-K filed on March 11,
              ment and Strategic Services and Warrants           2005.
              issued in conjunction with the same.

10.15         Promissory Note, dated February 15, 2005,          Incorporated by reference to Exhibit 10.15 to
              in the principal amount of $54,998.00              Form 10QSB filed on August 15, 2005.
              payable to Robert M. Carmichael.

10.16         Promissory Note, dated March 7, 2005, in           Incorporated by reference to Exhibit 10.16 to
              the principal amount of $205,296.53                Form 10QSB filed on August 15, 2005.
              payable to 940 Associates, Inc.

10.17         Promissory Note, dated March 7, 2005, in           Incorporated by reference to Exhibit 10.17 to
              the principal amount of $447,111.13                Form 10QSB filed on August 15, 2005.
              payable to Robert M. Carmichael.

10.18         Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.18 to
              BC Keel Trademark                                  Form 10QSB filed on August 15, 2005.

10.19         Non- Exclusive License Agreement - Bouyancy        Incorporated by reference to Exhibit 10.19 to
              Compensator (and Dive Belt) Weight System          Form 10QSB filed on August 15, 2005.

10.20         Exclusive License Agreement - Brownie's            Incorporated by reference to Exhibit 10.20 to
              Third Lung, Brownie's Public Safety, Tankfill,     Form 10QSB filed on August 15, 2005.
              and Related Trademarks and Copyrights

10.21         Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.21 to
              Drop Weight Dive Belt                              Form 10QSB filed on August 15, 2005.

10.22         Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.22 to
              Garment Integrated or Garment Attachable           Form 10QSB filed on August 15, 2005.
              Flotation Aid and/or PFD

10.23         Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.23 to
              Inflatable Dive Marker and Collection Bag          Form 10QSB filed on August 15, 2005.
</TABLE>


                                       28
<PAGE>



<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION                                        LOCATION
-----------   -----------------------------------------------    -----------------------------------------------
<S>           <C>                                                <C>
10.24         Non-Exclusive License Agreement - SHERPA           Incorporated by reference to Exhibit 10.24 to
              Trademark and Inflatable Flotation Aid/Signal      Form 10QSB filed on August 15, 2005.
              Device Technology

10.25         Non-Exclusive License Agreement - Tank-            Incorporated by reference to Exhibit 10.25 to
              Mounted Weight, BC, or PFD-mounted Trim            Form 10QSB filed on August 15, 2005.
              Weight or Trim Weight Holding System

31.1          Certificate Pursuant to Section 3.02               Provided herewith


31.2          Certificate Pursuant to Section 3.02               Provided herewith


32.1          Certificate Pursuant to Section 1350               Provided herewith

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

      (b)   Reports On Form 8-K.

            None



                                       29
<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: November 14, 2005                  UNITED COMPANIES CORPORATION

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


                                       30