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 June 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 of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)


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 119,180,909 shares of common stock outstanding as of August 1,
2005.

<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

Financial Information


                          UNITED COMPANIES CORPORATION
                                 BALANCE SHEET
                                 JUNE 30, 2005
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                   <C>
Current assets
    Cash                                                              $    43,910
    Accounts receivable, net                                               97,414
    Inventory                                                             354,114
    Prepaid expense and other current assets                               53,335
                                                                      -----------
      Total current assets                                                548,773

Fixed assets, net                                                          45,725

Other assets                                                               33,270
                                                                      -----------
Total assets                                                          $   627,768
                                                                      ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Accounts payable and accrued liabilities                          $   516,357
    Customer deposits                                                      59,288
    Other liabilities                                                      22,382
    Loan payable - related party                                            4,484
    Notes payable - current portion                                         9,682
    Notes payable - related parties - current portion                      31,217
                                                                      -----------
      Total current liabilities                                           643,410

Long-term liabilities
    Notes payable - long-term portion                                      18,367
    Notes payable - related parties - long-term portion                   668,440
    Convertible debenture                                                 355,000
                                                                      -----------

Total liabilities                                                       1,685,217

Commitments and contingencies                                                  --

Stockholders' deficit
    Common stock; $0.001 par value; 250,000,000 shares authorized
       115,609,480 shares issued and outstanding                          115,610
    Additional paid-in capital                                            603,236
    Loan fees related to standby equity distribution agreement           (159,301)
    Accumulated deficit                                                (1,616,994)
                                                                      -----------
      Total stockholders' deficit                                      (1,057,449)
                                                                      -----------
Total liabilities and stockholders' deficit                           $   627,768
                                                                      ===========
</TABLE>


                See Accompanying Notes to Financial Statements.


                                       2
<PAGE>

                          UNITED COMPANIES CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               Three Months Ended June 30,          Six Months Ended June 30,
                                             -------------------------------    -------------------------------
                                                  2005             2004              2005              2004
                                             -------------    -------------     -------------     -------------
<S>                                          <C>              <C>               <C>               <C>
Net Revenues                                 $     856,721    $     726,106     $   1,547,063     $   1,172,365
Cost of revenues                                   494,120          498,826           986,350           844,671
                                             -------------    -------------     -------------     -------------
    Gross profit                                   362,601          227,280           560,713           327,694

Operating expenses
    Research and development costs                      --           14,808             5,572            30,169
    Selling, general and administrative            255,393          335,908           493,685           584,319
                                             -------------    -------------     -------------     -------------
      Total operating expenses                     255,393          350,716           499,257           614,488
                                             -------------    -------------     -------------     -------------
    Loss from operations                           107,208         (123,436)           61,456          (286,794)

Other (income) expense
    Other (income) expense                          21,233           (2,727)           23,274               386
    Interest expense                                21,983          307,713            44,585           327,344
                                             -------------    -------------     -------------     -------------
      Total other expenses                          43,216          304,986            67,859           327,730
                                             -------------    -------------     -------------     -------------
Net income (loss)                            $      63,992    $    (428,422)    $      (6,403)    $    (614,524)
                                             =============    =============     =============     =============
Basic income (loss) per common share         $        0.00    $       (0.00)    $       (0.00)    $       (0.01)
                                             =============    =============     =============     =============
Diluted loss per common share                $        0.00    $       (0.00)    $       (0.00)    $       (0.01)
                                             =============    =============     =============     =============
Basic and diluted weighted average common
    shares outstanding                         116,036,285      113,827,517       115,266,779       105,129,986
                                             =============    =============     =============     =============
</TABLE>


                See Accompanying Notes to Financial Statements.


                                       3
<PAGE>

                          UNITED COMPANIES CORPORATION
                       STATEMENT OF STOCKHOLDERS' DEFICIT

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

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

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

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)

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)              --

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

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

<CAPTION>
                                                            Other
                                                         Recievable
                                                       Related to the                        Total
                                                         Issuance of     Accumulated     Stockholders'
                                                        Common Stock       Deficit          Deficit
                                                       --------------   ------------     ------------
<S>                                                    <C>              <C>              <C>
Balance, December 31, 2004                             $   (207,143)    $ (1,610,591)    $ (1,122,866)

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

Conversion of Convertible Debenture to
  common stock  pursuant to the Securties
   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)                         (41,429)      (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                             41,429               --               --

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

Balance June 30, 2005 (Unaudited)                      $         --     $ (1,616,994)    $ (1,057,449)
                                                       ============     ============     ============
</TABLE>

                 See Accompanying Notes to Financial Statements.


                                       4
<PAGE>

                          UNITED COMPANIES CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30,
                                                                     -------------------------
                                                                         2005         2004
                                                                      ---------    ---------
<S>                                                                   <C>          <C>
Cash flows from operating activities:
    Net loss                                                          $  (6,403)   $(614,524)
    Adjustments to reconcile net loss to net
     cash provided by operating activities:
      Depreciation and amortization                                      28,021       22,197
      Stock option based compensation                                    51,820       10,000
      Beneficial conversion feature related to convertible
        debenture                                                            --      285,714
      Loss on disposal of fixed assets                                    2,941           --
    Changes in operating assets and liabilities:
      Change in accounts receivable, net                                (33,535)      (4,545)
      Change in inventory                                                41,303     (154,135)
      Change in prepaid expenses and other current assets               (44,391)     (51,155)
      Change in other assets                                              8,198      (50,058)
      Change in bank overdraft                                               --      (26,299)
      Change in accounts payable and accrued liabilities                (38,774)      39,329
      Change in customer deposits                                        27,861      338,979
      Change in billings in excess of costs and estimated
        earnings on uncompleted contracts                                    --       (5,000)
      Change in other liabilities                                        12,382       (2,948)
                                                                      ---------    ---------
        Net cash provided (used) in operating activities                 49,423     (212,445)

Cash flows from investing activities:
    Change in due from related party                                         --       (3,863)
    Proceeds from sale of fixed asset                                    17,435           --
    Purchase of fixed assets                                             (4,154)          --
                                                                      ---------    ---------
        Net cash provided (used) in investing activities                 13,221       (3,863)

Cash flows from financing activities:
    Change in due to related parties                                      4,484      (11,119)
    Proceeds from borrowings on notes payable - related parties           8,012           --
    Principal payments on notes payable                                 (25,870)      (7,709)
    Principal payments on notes payable - related parties                (7,748)          --
    Proceeds from issuance of convertible debenture                          --      250,000
    Principal payments on capital lease obligations                          --       (7,634)
                                                                      ---------    ---------
        Net cash (used) provided by financing activities                (21,122)     223,538
                                                                      ---------    ---------

Net change in cash                                                       41,582        7,230

Cash, beginning of period                                                 2,328           --
                                                                      ---------    ---------
Cash, end of period                                                   $  43,910    $   7,230
                                                                      =========    =========
Supplemental disclosure of cash flow information:
    Cash paid for interest                                            $  17,575    $   2,282
                                                                      =========    =========
    Cash paid for taxes                                               $      --    $      --
                                                                      =========    =========
Supplemental disclosure of non-cash financing activities
    Accounts payable and accrued liabilties assumed through
      acquistion of United Companies Corporation                      $      --    $ 224,324
                                                                      =========    =========
    Conversion of Convertible Debenture into Stock as provided
      in Stock Purchase Agreement                                     $  20,000    $      --
                                                                      =========    =========
    Amortization of loan fees related to Standby Equity
      Distribution Agreement                                          $  71,904    $      --
                                                                      =========    =========
    Common stock issued for loan fees related related to Standby
      Equity Distibution Debenture                                    $      --    $ 290,000
                                                                      =========    =========
    Common stock issued/revalued/redeemed 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  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 - United Companies  Corporation (UCC) was incorporated under the laws
   of Nevada on November 26, 2001, with  authorized  common stock of 250,000,000
   shares with a par value of $0.001.

   On March 23,  2004,  UCC  consummated  an  agreement  to  acquire  all of the
   outstanding  capital stock of Trebor  Industries,  Inc.,  dba Brownies  Third
   Lung, in exchange for 95,000,000  shares of the Company's  common stock ("UCC
   Transaction").  Prior to the UCC Transaction,  UCC was a non-operating public
   shell  company  with  no  operations,  nominal  assets,  accrued  liabilities
   totaling   $224,323  and  14,483,718   shares  of  common  stock  issued  and
   outstanding;  and  Trebor  Industries,  Inc.  dba  Brownies  Third Lung was a
   manufacturer  and  distributor  of hookah  diving,  and yacht based scuba air
   compressor and Nitrox Generation  Systems from its factory in Ft. Lauderdale,
   Florida.  The UCC  Transaction  is considered to be a capital  transaction in
   substance, rather than a business combination.  Inasmuch, the UCC Transaction
   is  equivalent  to the  issuance  of stock by Trebor  Industries,  Inc.,  dba
   Brownies Third Lung for the net monetary assets of a  non-operational  public
   shell company (UCC), accompanied by a recapitalization. UCC issued 95,000,000
   shares of its common stock for all of the issued and outstanding common stock
   of Trebor  Industries,  Inc. dba Brownies  Third Lung. The accounting for the
   UCC  Transaction is identical to that  resulting from a reverse  acquisition,
   except goodwill or other intangible assets will not be recorded. Accordingly,
   these financial  statements are the historical financial statements of Trebor
   Industries,  Inc.  dba  Brownies  Third Lung.  Trebor  Industries,  Inc.  dba
   Brownies Third Lung was incorporated in September 17, 1981. Therefore,  these
   financial  statements  reflect  activities  from  September 17, 1981 (Date of
   Inception for Trebor Industries, Inc. dba Brownies Third Lung) and forward.

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

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

   Reclassifications  -  Certain  reclassifications  have  been made to the 2004
   financial  statement  amounts  to  conform  to the 2005  financial  statement
   presentation.

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

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

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


                                       6
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


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

   Revenue  recognition - Revenues from product  sales are  recognized  when the
   Company's  products  are  shipped  and/or  the  revenue  is fully  earned and
   ownership has passed to the customer. 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 June 30,  2005,  and 2004,  were  $11,026  and  $13,101,  respectively.
   Advertising  and trade show  expenses  incurred for the six months ended June
   30, 2005, and 2004, were $24,789 and $28,154, 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  June  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 Statements of Financial  Accounting Standards
   ("SFAS") No. 123 revised, Accounting for Stock-Based Compensation. Under SFAS
   No. 123  revised,  the Company  will  measure  the cost of employee  services
   received  in  exchange  for an  award  of  equity  instruments  based  on the
   grant-date  fair value of the award.  That cost will be  recognized  over the
   period the employee is required to provide service in exchange for the award.
   SFAS No.  123  revised,  replaces  SFAS  No.123,  and  supersedes  Accounting
   Principles  Board  ("APB")  Opinion No. 25,  Accounting  for Stock  Issued to
   Employees, and its related implementation guidance. In addition, SFAS No. 123
   revised amends SFAS No. 95,  Statement of Cash Flows,  to require that excess
   tax benefits be reported as financing  cash inflow rather than as a reduction
   of taxes paid. The Company has elected early adoption of SFAS No. 123 for the
   year ended December 31, 2004. Previously, the Company had applied APB Opinion
   No. 25, in accounting for stock-based  compensation  to employees.  For stock
   options and warrants issued to  non-employees,  the Company was applying SFAS
   No.  123,  Accounting  for  Stock-Based  Compensation,   which  requires  the
   recognition  of  compensation  cost based upon the fair value.  Fair value is
   measured  based  on  whichever  is more  reliable,  the  cost of the  good or
   service,  or the fair value of the  equity  instrument  issued.  SFAS No. 123
   revised did not change the accounting treatment as it relates to non-employee
   compensation  based equity awards  issued.  The Company  adopted SFAS No. 123
   revised  during  the  year  ended  December  31,  2004,  with no  significant
   financial impact.

   The  Company  issued no stock,  neither  granted  warrants  nor  options,  to
   employees for compensation for the six months ended June 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 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 June 30, 2005:

   Raw materials                                                    $219,364
   Work in process                                                        --
   Finished goods                                                    134,750
                                                                    --------
                                                                    $354,114
                                                                    ========

3. FIXED ASSETS

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

   Furniture, vehicles, and equipment                               $ 210,898
   Leasehold Improvements                                               7,000
                                                                    ---------
                                                                      217,898
   Less: accumulated depreciation and amortization                   (172,173)
                                                                    ---------
                                                                    $  45,725
                                                                    =========

4. CREDIT CONCENTRATIONS

   Sales to  Brownie's  Southport  Diver and Ocean  Safari for the three  months
   ended June 30, 2005,  represented 11.69% and 29.34%,  respectively,  of total
   Company Net Revenues. Sales to Brownie's Southport Diver and Ocean Safari for
   the  six  months  ended  June  30,  2005,   represented  23.45%  and  17.14%,
   respectively,  of total  Company Net  Revenues.  For the three and six months
   ended June 30, 2004, sales to Brownie's  Southport Diver  represented  20.65%
   and 29.60%, respectively,  of total Company Net Revenues. Brownie's Southport
   Diver is owned by the  brother  of Robert  Carmichael,  the  Company's  Chief
   Executive Officer, as discussed in Note 5. RELATED PARTY TRANSACTIONS.


                                       9
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


5. RELATED PARTY TRANSACTIONS

   Notes payable - related parties - Notes payable - related parties consists of
   the following as of June 30, 2005:

<TABLE>
<CAPTION>
<S>                                                                                     <C>
   Promissory  note  payable  to the Chief  Executive  Officer  of the  Company,
   unsecured,  bearing interest at 10% per annum,  due in monthly  principal and
   interest  payments  of  $3,924,  maturing  on March 1,  2010,  with a balloon
   payment of $431,795 due. The note will be discounted  15% of the  outstanding
   principal balance if paid in full by April, 1 2007.                                  $ 446,512

   Promissory  note payable to an entity owned by the Company's  Chief Executive
   Officer,  unsecured,  bearing  interest  at 10%  per  annum,  due in  monthly
   principal and interest payments of $1,802,  maturing on March 1, 2010, with a
   balloon  payment of  $198,264  due.  The note will be  discounted  15% of the
   outstanding principal balance if paid in full by April 1, 2007.                        205,022

   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.                                 48,123
                                                                                        ---------
                                                                                          699,657

   Less amounts due within one year                                                        31,217
                                                                                        ---------
     Long-term portion of related party notes payable
                                                                                        $ 668,440
                                                                                        =========

     As of June 30, 2005, principal payments on the related party notes payable
are as follows:

          2005                                                                          $  17,852
          2006                                                                             31,407
          2007                                                                              8,900
          2008                                                                              4,769
          2009                                                                              5,269
          Thereafter                                                                      631,460
                                                                                        ---------
                                                                                        $ 699,657
                                                                                        =========
</TABLE>


                                       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  and
   Brownie's  Palm Beach Divers.  Terms of sale are no more favorable than those
   extended to any of the Company's other  customers.  Combined  revenues earned
   from these entities for the three months ended June 30, 2005, and 2004,  were
   $267,153 and  $148,068,  respectively.  Combined  revenues  earned from these
   entities for the six months ended June 30, 2005, and 2004,  were $429,384 and
   $344,487, respectively.

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

   The Company has Non-Exclusive  License Agreements with an entity owned by the
   Company's  Chief  Executive  Officer  to  license  product  patents  it owns.
   Previous  Agreements  in effect with this entity  were  renegotiated  and New
   Agreements  were entered into effective  January 1, 2005.  Under the terms of
   the new  Agreements , the Company pays the related  entity $2.00 per licensed
   products sold, rates increasing 5% annually,  with a 75% royalty fee discount
   period  through  December  31,  2005,  after which time the royalty rate will
   return to 100%.  With the same entity,  the Company has an Exclusive  License
   Agreement  to  license  the  trademark  "Brownies  Third  Lung",  "Tankfill",
   "Brownies  Public  Safety" and various other related  trademarks as listed in
   the Agreement. This 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
   June 30, 2005,  and 2004, was $4,373 and $19,289,  respectively.  For the six
   months ended June 30, 2005,  and 2004,  total  royalty  expense for the above
   agreements was $9,110 and $37,345, respectively.

   Lease  Expense - The Company  leases its facility from an entity in which the
   Chief Executive Officer has an ownership interest. For the three months ended
   June  30,  2005,   and  2004,   lease  expense  was  $30,475,   and  $31,770,
   respectively. Lease expense for the six months ended June 30, 2005, and 2004,
   was $60,950 and $62,245, respectively.

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

6. OTHER LIABILITIES

   Other  liabilities  totaling $22,382 as of June 30, 2005,  consists of $6,259
   royalties due,  $2,623 sales tax payable,  and $13,500 related to a notice of
   amount  due from a  government  agency.  See Note 11.  SUBSEQUENT  EVENTS for
   further  discussion of the notice  received  dated July 8, 2005.  The royalty
   payments are past due under the royalty agreement.


                                       11
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


7. NOTES PAYABLE

   Notes payable consists of the following as of June 30, 2005:


<TABLE>
<CAPTION>
<S>                                                                                     <C>
   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.                                                                 $ 13,741

   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.                                                     14,308
                                                                                        ---------

                                                                                          28,049

   Less amounts due within one year:                                                       9,682
                                                                                        --------

   Long-term portion of notes payable                                                   $ 18,367
                                                                                        ========

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

          2005                                                                          $  4,772
          2006                                                                             9,967
          2007                                                                             9,471
          2008                                                                             3,839
                                                                                        --------

                                                                                        $ 28,049
                                                                                        ========
</TABLE>

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

8. SECURED CONVERTIBLE DEBENTURE

   On April 2, 2004,  the  Company  issued a Secured  Convertible  Debenture  to
   Cornell  Capital  Partners,  LP in the  principal  amount  of  $250,000.  The
   convertible  debenture is  convertible  into shares of the  Company's  common
   stock as a price  per share  that is equal to the  lesser  of:  (i) an amount
   equal to 120% of the closing bid price of our common  stock as of the date of
   the  convertible  debenture  or (ii) an amount equal to 80% of the average of
   the lowest daily volume  weighted  average  price of our common stock for the
   five trading days immediately  preceding the conversion date. The convertible
   debenture accrues interest at a rate of 5% per year and is convertible at the
   holder's  option.  The  convertible  debenture has a term of 2 years.  At the
   Company's option, the convertible  debenture may be paid in cash or converted
   into  shares of our common  stock  unless  converted  earlier by the  holder.
   Except  after an event of default,  as set forth in the  Secured  Convertible
   Debenture,  Cornell  Capital  Partners,  LP is not  entitled to convert  such
   debenture  for a number of shares of common stock of United in excess of that
   number  of  shares  which,  upon  giving  effect  to the  debentures  if such
   conversion  would  cause the  aggregate  number  of  shares  of common  stock
   beneficially  held by such holder and its  affiliated  to exceed 4.99% of the
   outstanding  shares of common  stock of United.  The Company has the right to
   redeem with fifteen (15)  business days advance  notice,  a portion or all of
   the  outstanding  convertible  debenture.  The redemption  price shall be one
   hundred  twenty  (120%) of the  redeemed  amount plus  accrued  interest.  In
   addition,  if United avails  itself of the  redemption  right,  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.


                                       12
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


8. SECURED CONVERTIBLE DEBENTURE (continued)

   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.  The shares were issued to Cornell Capital Partners LP
   on July 15, 2005. See Note 11. SUBSEQUENT EVENTS.

   As of June 30,  2005,  loan  fees of  $26,302  (net of  $36,198  amortization
   expense) were included in other assets, totaling $33,270.

9. STANDBY EQUITY DISTRIBUTION AGREEMENT

   On April 2, 2004,  the Company  entered  into a Standby  Equity  Distribution
   Agreement with Cornell Capital  Partners,  LP. Pursuant to the Standby Equity
   Distribution  Agreement,  we may, at our discretion,  periodically  issue and
   sell shares of our common stock for a total purchase price of $5 million.  If
   we request advances under the Standby Equity Distribution Agreement,  Cornell
   Capital  Partners,  LP will purchase shares of common stock of United for 95%
   of the lowest  closing bid price on the  Over-the-Counter  Bulletin  Board or
   other  principal  market on which our  common  stock is traded for the 5 days
   immediately  following the advance notice date. Cornell Capital Partners,  LP
   will  retain  5% of  each  advance  under  the  Standby  Equity  Distribution
   Agreement.  The Company  may not request  advances in excess of a total of $5
   million. The maximum of each advance is equal to $100,000 and up to a maximum
   of $400,000 in any thirty-day period.

   In addition,  the Company  issued  3,625,000  shares of the Company's  common
   stock in April 2004 for loan fees  totaling  $290,000  related to the Standby
   Equity Distribution Agreement that was effective August 6, 2004, the date the
   Company's filed registration statement Form SB-2 was declared effective.  The
   loan fees are being  amortized to additional paid in capital over the term of
   the  Standby  Equity  Distribution  Agreement.  The  Company  also  issued an
   additional  517,857  shares of the  Company's  common  stock in April 2004 to
   Cornell  Capital  Partners LP in relation to the loan fees which exceeded the
   agreed upon fees of $290,000. Cornell Capital 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.


                                       13
<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
   after the vest date.  Further,  the warrants have  "piggy-back"  registration
   rights and  provide  for either a cash or  cashless  exercise.  The  cashless
   exercise  provision  provides for a discount in the amount of shares provided
   at exercise  based on a formula that takes into account as one of its factors
   the average of the closing  sale price on the common  stock for five  trading
   days immediately prior to but not including the date of exercise. The Company
   can terminate the consulting  agreement at any time for "Cause" as defined in
   the  consulting  agreement.  The  Consultant  may  terminate  the  consulting
   agreement  at any time for  non-payment  of monies  due,  and such  condition
   remains  uncured for a period of sixty days.  If the Company  terminates  the
   Consultant  during the term of the agreement  without  "Cause",  the right to
   exercise all warrants will vest immediately. The Company calculated the total
   fair value of the stock options as $198,643  using the  Black-Scholes  model.
   For the three and six months  ended June 30,  2005,  the  Company  recognized
   $25,911 and $51,821,  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 June 30, 2005,  and 2004,  lease expense was
   $30,475, and $31,770,  respectively.  For the six months ended June 30, 2005,
   and 2004, total rent expense for the leased facility was $60,950 and $62,245,
   respectively.   Additionally,  the  Company  is  responsible  for  all  other
   operating   expenses  on  the  property  such  as   insurance,   repairs  and
   maintenance,  etc.  as the net is termed a triple net  lease.  The triple net
   expenses are recorded to the  applicable  expense  accounts on the  Company's
   statement of operations.

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

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

                    2005                                           $  74,618
                    2006                                             125,878
                    2007                                             125,878
                    2008                                             125,878
                    2009                                             124,552
                    Thereafter                                       406,333
                                                                   ---------
                                                                   $ 983,137
                                                                   =========


                                       14
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


11.SUBSEQUENT EVENTS

   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  3,571,428  shares of  free-trading
   common stock on July 15, 2005.

   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. 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.  It will  request  abatement of the total
   additional  amount shown due. However,  based on receipt of this notice,  the
   Company has recorded an other liability in the amount of $13,500 (the $37,500
   original assessment less the $24,000 settlement amount paid).

   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 will be issued  4,000,000 shares of free-trading
   common stock.

                                       15
<PAGE>


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

Introductory Statements

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

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

Overview

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

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

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

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


                                       16
<PAGE>

Financial Performance

      United has a history of losses. Trebor Industries,  Inc. acquired by share
exchange  on  March  23,  2004,  has   historically   had  both  profitable  and
unprofitable  years.  For the year ended  December  31, 2004,  United  sustained
losses of $510,922,  which  includes  United's  wholly owned  subsidiary  Trebor
Industries,  Inc. For the year ended December 31, 2003,  United sustained a loss
of $187,069, which solely reflects the operations of Trebor Industries, Inc. For
the three and six months ended June 30, 2005, United had net income and net loss
of $63,992 and $(6,403), respectively.

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

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

      Net  Revenues.  For the  three  months  ended  June 30,  2005,  we had net
revenues  of $856,721  as  compared  to net  revenues of $726,106  for the three
months ended June 30, 2004, an increase of $130,615 or 17.99%. This net increase
is primarily  attributable  to an  individual  customer sale of air banks in the
second quarter of 2005 for approximately  $250,000,  combined with a decrease of
approximately  $120,000 in hookah  system,  tank fill system,  and public safety
system sales. We believe the overall decrease in the hookah and tank fill system
sales in the second quarter of 2005 as compared to the second quarter of 2004 is
attributed to new programs introduced in 2005: an annual buy program for Brownie
dealers,  and an OEM pricing program for yacht builders.  Both of these programs
serve to better facilitate  revenue  recognition more evenly throughout the year
instead of seasonal  highs and lows.  This is evident in the results for the six
months  ended  June 30,  2005 in that  overall  sales for  hookah  and tank fill
systems is up from the same period in 2004. Public safety system sales were down
approximately  $6,000  from the second  quarter of 2004  compared  to the second
quarter of 2005. This decline is attributed to the scale back of sales promotion
in this area in favor of  marketing  efforts to seek one large dealer for public
safety  system sales.  Toward this end, the Company was  successful in signing a
sales contract during the second quarter of 2005 and as a result,  we anticipate
sales will more than double in the Public Safety category by the year ended 2005
compared to the year ended 2004.

      Cost of Revenues. For the three months ended June 30, 2005, we had cost of
revenues  of  $494,120,  as compared  with cost of revenues of $498,826  for the
three months ended June 30, 2004, a decrease of $4,706 or 0.94%.  Total material
cost as a percentage  of net revenues  remained  fairly  consistent in the three
months  ended  June 30,  2005 as  compared  to same  period  in 2004 with a .72%
decline.  This  slight  decline  is a net of an  approximate  5%  decline in the
material cost of the hookah  systems,  an increase of  approximately  11% in the
material cost of tank fill systems primarily as a result of the increase in cost
of steel, gauges, fittings,  silencers,  and other components,  and a lower than
average  material  cost on an  approximately  $250,000 air bank system sale made
during the second  quarter of 2005.  Manufacture of the air bank system was more
labor intensive than material cost intensive.  As an added cost savings measure,
instead  of using  overtime  direct  labor  to  complete  the air bank  systems,
salaried management did the bulk of the labor on the project during after hours,
further  reducing  the cost of  revenues.  Overall  material  cost for the three
months ended June 30, 2005 compared to the three months ended June 30, 2005, was
$47,380 higher as a result of the net between the increase in material cost as a
result of the higher sales volume  reduced by overall  material cost  percentage
decrease attributed to the air bank system sale. In addition, cost reductions of
approximately $52,000 for the second quarter 2005 compared to the second quarter
of 2004 were recognized in the following areas: an approximate $13,000 reduction
in direct labor,  about $11,000 reduction in subcontract  labor, about a $15,000
reduction in overhead  allocation,  approximately  a $5,000  decrease in freight
expense, sale of scrap inventory reducing scrap cost by about $4,500, a decrease
in supplies expense of about $1,600, and a $1,900 decrease in other expenses.

      Gross  Profit.  For the three months  ended June 30, 2005,  we had a gross
profit of $362,601,  as compared to gross profit of $227,280 for the  comparable
period  in  2004,  an  increase  of  $135,321  or  59.54%.   This  is  primarily
attributable  to an  increase  in sales and the lesser net  increase  in cost of
revenues as well as the  approximate  $52,000  other cost  reductions as further
detailed in Cost of Revenues for the three  months ended June 30, 2005  compared
to the three months ended June 30, 2004.

      Operating Expense.  For the three months ended June 30, 2005, we had total
operating  expenses of  $255,393,  as compared  to total  operating  expenses of
$350,716  for the three  months  ended June 30,  2004,  a decrease of $95,323 or
27.18%.  This decrease is attributable to a decrease in research and development
expense of $14,808 and a decrease in other operating  costs of $80,515.  Overall
the Company has been  implementing  cost  cutting  measures  across the board to
improve  profitability  and cash flows.  The most  significant  of the operating
expense  reductions for the three months ended June 30, 2005, as compared to the
three  months  ended June 30, 2004,  are in legal  expense and royalty  expense,
decreases of $56,517,  and $14,915  respectively.  We attribute  the decrease in
legal expense to two factors: (1) the Company had high legal costs in the second
quarter of 2004 related to the merger between United  Companies  Corporation and
Trebor Industries,  Inc., and preparation of all the related documents including
convertible  debenture and standby equity distribution  agreements,  and (2) the
Company's  consultants  have assumed at a lesser cost to the Company many of the
non-attorney specific services previously done by the attorneys. The decrease in
royalty expense is directly  attributable to the renegotiated royalty agreements
effective  January 1, 2005, that provide for a 75% royalty  reduction during the
year ended 2005.  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 in the second  quarter of 2005 as compared to the second
quarter of 2004.


                                       17
<PAGE>

      Interest  Expense.  For the  three  months  ended  June 30,  2005,  we had
interest expense of $21,983,  as compared to $307,713 for the three months ended
June 30, 2004, a decrease of $285,730 or 92.86%.  This net decrease is primarily
attributable  to interest of $285,714 that was recorded in the second quarter of
2004 on the beneficial conversion feature of the convertible debenture issued in
that quarter.

      Net Loss. For the three months ended June 30, 2005, we had a net income of
$63,992,  as compared to a net loss of $428,422  for the three months ended June
30,  2004,  an increase in net income of  $492,414 or 114.94%.  The  increase is
primarily  attributable  to the increase in Gross Profit,  decrease in Operating
Expenses,  and  decrease  in Other  Expenses  in the  second  quarter of 2005 as
compared to the second quarter of 2004.

Results Of Operations For The Six Months Ended June 30, 2005, As Compared To The
Six Months Ended June 30, 2004

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

      Net Revenues.  For the six months ended June 30, 2005, we had net revenues
of $1,547,063 as compared to net revenues of $1,172,365 for the six months ended
June 30, 2004, an increase of $374,698 or 31.96%. This net increase is primarily
attributable to a large individual  customer sale of air banks for approximately
$250,000 in the second quarter of 2005, as well as an overall increase in hookah
system and  tankfill  system  sales during the six months ended June 30, 2005 as
compared  to the six months  ended June 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 tank fill system sales by establishing OEM relationships  with
yacht builders, is proving successful.  We presented an OEM package to the major
yacht  builders  attending the most recent Fort  Lauderdale  International  Boat
Show,  the Yacht  Brokerage  Show in Miami,  and the Palm Beach  Boat  Show.  In
response to our presentations,  during the first quarter of 2005, two large boat
builders signed on to the OEM program.

      Cost of Revenues.  For the six months ended June 30, 2005,  we had cost of
revenues of $986,350,  as compared with cost of revenues of $844,671 for the six
months ended June 30, 2004, an increase of $141,679 or 16.77%.  Overall material
cost for the six months ended June 30, 2005 was  approximately  $193,151  higher
than for the six months ended June 30, 2004.  The  increase is  predominately  a
result  of  higher  sales  volume  thus  resulting  in  higher   material  cost.
Additionally  for the  six  months  ended  June  30,  2005,  material  cost as a
percentage of net revenues  increased  approximately 2.6% as compared to the six
months  ended June 30,  2004.  This net  increase is  attributed  to a number of
factors  including  higher than average  material cost on items that the Company
acts as a dealer for, lower than average  material cost on a large air bank sale
in the second  quarter of 2005 that was more labor than material  intensive,  an
overall  decrease  in the cost of  material  used in the hookah  systems,  and a
second  quarter  2005  increase  in the cost of  material  used in the  tankfill
systems,  particularly,  increases  in the cost of  stainless  steel,  fittings,
gauges and silencers.  In addition, net cost reductions of approximately $51,000
for the six months  ended June 30,  2005,  compared to the six months ended June
30, 2004,  were  recognized  in the  following  areas:  an  approximate  $24,000
reduction in direct labor,  about $9,000 reduction in subcontract labor, about a
$24,000  reduction in overhead  allocation,  approximately  a $9,000 increase in
freight expense, and a decrease in supplies expense of about $3,000.


                                       18
<PAGE>

      Gross  Profit.  For the six  months  ended June 30,  2005,  we had a gross
profit of $560,713,  as compared to gross profit of $327,694 for the  comparable
period  in  2004,  an  increase  of  $233,019  or  71.11%.   This  is  primarily
attributable  to an  increase  in sales and the lesser net  increase  in cost of
revenues as well as the approximate  $51,000 cost reductions as further detailed
in Cost of Revenues for the six months ended June 30, 2005,  compared to the six
months ended June 30, 2004.

      Operating  Expense.  For the six months ended June 30, 2005,  we had total
operating  expenses of  $499,257,  as compared  to total  operating  expenses of
$614,488  for the six months  ended June 30,  2004,  a decrease  of  $115,231 or
18.75%.  This decrease is attributable to a decrease in research and development
expense of $24,597 and a decrease in other operating  costs of $90,634.  Overall
the Company has been  implementing  cost  cutting  measures  across the board to
improve  profitability  and cash flows.  The most  significant  of the operating
expense reductions for the six months ended June 30, 2005 as compared to the six
months ended June 30, 2004 are in legal expense and royalty  expense,  decreases
of $52,174,  and  $28,735,  respectively.  We  attribute  the  decrease in legal
expense to two  factors:  (1) the  Company  had high  legal  costs in the second
quarter of 2004 related  ongoing  matters  related to the merger  between United
Companies  Corporation  and  Trebor  Industries,  Inc.  in March  of  2004,  and
preparation of all the related  documents  including  convertible  debenture and
standby equity  distribution  agreements that had effective dates in April 2004,
and (2) the Company's  consultants  have assumed at a lesser cost to the Company
many of the non-attorney specific services previously done by the attorneys. The
decrease in royalty expense is directly attributable to the renegotiated royalty
agreements  effective  January 1, 2005, that provide for a 75% royalty reduction
period  during the year ended  2005.  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 in during the six months ended June
30, 2005, as compared to the same period in 2004.

      Interest Expense.  For the six months ended June 30, 2005, we had interest
expense of $44,585,  as compared to $327,344  for the six months  ended June 30,
2004,  a  decrease  of  $282,759  or  86.38%.  This net  decrease  is  primarily
attributable  to interest of $285,714 that was recorded in the second quarter of
2004 on the beneficial conversion feature of the convertible debenture issued in
that quarter.

      Net Loss.  For the six months  ended June 30,  2005,  we had a net loss of
$6,403,  as  compared to a $614,524  net loss for the six months  ended June 30,
2004, a decrease of $608,121 or 98.96%.  The decrease is primarily  attributable
to the increase in Gross Profit, decrease in Operating Expenses, and decrease in
Other  Expenses  for the six months  ended June 30, 2005 as compared to the same
period in 2004.

Liquidity And Capital Resources

      As of June 30, 2005,  we had cash and current  assets of  $548,773.  As of
June 30, 2005, we had current liabilities of $643,410,  consisting  primarily of
accounts payable and accrued liabilities $516,357, customer deposits of $59,288,
other liabilities of $22,382,  notes payable - current portion of $9,682,  notes
payable - current  portion - related  parties  of  $31,217,  and loan  payable -
related party of $4,484.  As of June 30, 2005, we had a working  capital deficit
of $94,637.  It appears that external  financing  will be necessary to fund some
of our operations for the foreseeable future.

      On April 2, 2004, we entered into a Standby Equity Distribution  Agreement
with  Cornell  Capital  Partners.  Pursuant to the Standby  Equity  Distribution
Agreement, we may, at our discretion,  periodically issue and sell shares of our
common stock for a total  purchase price of $5 million.  If we request  advances
under the Standby Equity Distribution  Agreement,  Cornell Capital partners will
purchase  shares of common  stock of United  for 95% of the lowest  closing  bid
price on the Over-the-Counter  Bulletin Board or other principal market on which
our common  stock is traded for the 5 days  immediately  following  the  advance
notice date.  Cornell Capital  Partners will retain 5% of each advance under the
Standby Equity Distribution  Agreement. We may not request advances in excess of
a total of $5 million. The maximum of each advance is equal to $100,000,  and up
to a maximum of $400,000, in the aggregate, in any thirty-day period.

      As of April 2, 2004, we issued a Secured Convertible  Debenture to Cornell
Capital Partners in the principal amount of $250,000.  The convertible debenture
is  convertible  into  shares of our  common  stock as a price per share that is
equal to the lesser of: (i) an amount  equal to 120% of the closing bid price of
our common stock as of the date of the  convertible  debenture or (ii) an amount
equal to 80% of the average of the lowest daily volume weighted average price of
our common stock for the five trading days immediately  preceding the conversion
date. The convertible debenture accrues interest at a rate of 5% per year and is
convertible at the holder's  option.  The convertible  debenture has a term of 3
years.  At United's  option,  the  convertible  debenture may be paid in cash or
converted  into  shares of our  common  stock  unless  converted  earlier by the
holder.  Except  after  an  event  of  default,  as set  forth  in  the  Secured
Convertible  Debenture  be entitled to convert  such  debenture  for a number of
shares of common stock of United in excess of that number of shares which,  upon
giving effect to such conversion,  would cause the aggregate number of shares of
common stock beneficially held by such holder and its affiliated to exceed 4.99%
of the outstanding shares of common stock of United. On July 23, 2004, we issued
a second Secured Convertible Debenture in the principal amount of $125,000, with
the same terms and  conditions as the Secured  Convertible  Debenture  issued on
April 2, 2004, as described above.


                                       19
<PAGE>

Certain Business Risks

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

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

      On March 23, 2004,  United entered into a share exchange  transaction with
Trebor  Industries,  Inc.,  d/b/a  Brownie's  Third Lung and Robert  Carmichael.
Pursuant to this share exchange  transaction,  United acquired all of the issued
and outstanding  capital stock of Trebor Industries and Trebor Industries became
a wholly owned subsidiary of United. Trebor Industries designs, manufactures and
sells  surface-supplied  air units for the recreational diving industry.  United
has a history  of  losses.  Historically,  Trebor  has had both  profitable  and
unprofitable  years.  As of June 30,  2005,  we had an  accumulated  deficit  of
$1,616,994.  For the six months  ended June 30,  2005 we  incurred a net loss of
$6,403. 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.

      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 June 30, 2005,  we had $43,910 of cash on hand and our total current
assets were $548,773. Our current liabilities were $643,410 as of June 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. As of August
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. Our inability to obtain adequate  financing will result in the need
to curtail business  operations and you could lose your entire  investment.  Our
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

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

      We had a working  capital  deficit  $94,637 at June 30, 2005,  which means
that our current  liabilities  as of that date  exceeded  our current  assets by
$94,637.  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 June
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 $335,000 issued to Cornell Capital  Partners are secured by all of our
assets. As a result, if we default under the terms of these secured  convertible
debentures,  Cornell Capital Partners could foreclose its security  interest and
liquidate  all of the assets of the  Company.  This would  force us to cease our
operations.


                                       20
<PAGE>

      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.

      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  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 August 1,
2005, we had 119,180,909  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.


                                       21
<PAGE>

      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.

      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.


                                       22
<PAGE>

      Dependence On Consumer Spending

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

      Government Regulations May Impact Us

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

      Bad Weather Conditions Could Have An Adverse Effect On Operating Results

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

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

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

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

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


                                       23
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(A)   Evaluation Of Disclosure Controls And Procedures

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

(B)   Changes In Internal Controls Over Financial Reporting

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


                                       24
<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.


                                       25
<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>


                                       26
<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 United
                principal amount of $54,998.00 payable to            Companies Corporation's 10QSB for the quarter ended
                Robert M. Carmichael.                                March 31, 2005.

10.16           Prommissory Note, dated March 7, 2005, in the        Incorporated by reference to Exhibit 10.16 to United
                principal amount of $205,296.53 payable to           Companies Corporation's 10QSB for the quarter ended
                940 Associates, Inc.                                 March 31, 2005.

10.17           Prommissory Note, dated March 7, 2005, in the        Incorporated by reference to Exhibit 10.17 to United
                principal amount of $447,111.13 payable to           Companies Corporation's 10QSB for the quarter ended
                Robert M. Carmichael.                                March 31, 2005.

10.18           Non-Exclusive License Agreement -
                BC Keel Trademark                                    Provided herewith

10.19           Non-Exlusive License Agreement - Bouyancy
                Compensator (and Dive Belt) Weight System            Provided herewith

10.20           Exclusive License Agreeement - Brownie's Third
                Lung, Brownie's Public Safety, Tankfill, and
                Related Trademarks and Copyrights                    Provided herewith

10.21           Non-Exclusive License Agreement -
                Drop Weight Dive Belt                                Provided herewith

10.22           Non-Exclusive License Agreement -
                Garment Integrated or Garment Attachable
                Flotation Aid and/or PFD                             Provided herewith

10.23           Non-Exclusive License Agreement -
                Inflatable Dive Market and Collection Bag            Provided herewith

10.24           Non-Exclusive License Agreement - SHERPA
                Trademark and Inflatable Flotation Aid/Signal
                Device Technology                                    Provided herewith

10.25           Non-Exclusive License Agreement - Tank-
                Mounted weight, BC or PFD-mounted trim weight
                or trim weight holding system                        Provided herewith

31.1            Certification Pursuant to Section 3.02               Provided herewith

31.2            Certification Pursuant to Section 3.02               Provided herewith

32.1            Certification Pursuant to Section 1350               Provided herewith

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

      (b)   Reports On Form 8-K.

            None


                                       27
<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:    August 12, 2005              UNITED COMPANIES CORPORATION

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


                                       28