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

                                   FORM 10-QSB

(MARK ONE)

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

                For the quarterly period ended SEPTEMBER 30, 2003

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

               For the transition period from _______ to _______.

                          COMMISSION FILE NO. 000-28321

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

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

834 RIDGE AVENUE, PITTSBURGH, PENNSYLVANIA                             15212
------------------------------------------                             -----
(Address of Principal Executive Offices)                               (Zip Code)
</TABLE>

                                               (412) 321-6001
                              (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 4,983,666 shares of common stock  outstanding as of November
14, 2003. This number does not include outstanding options to purchase shares of
common stock of the issuer.



                                       1
<PAGE>


                                     PART I


ITEM 1.  FINANCIAL STATEMENTS


FINANCIAL INFORMATION











                                       2
<PAGE>

<TABLE>
<CAPTION>
                                        UNITED COMPANIES CORPORATION

                                                    INDEX

                                                                                                Page Number
<S>                                                                                                      <C>
PART I.  FINANCIAL INFORMATION                                                                            3

         Item 1.  Financial Statements                                                                    4

                  Consolidated Balance Sheets as of September 30, 2003 (unaudited)
                           and December 31, 2002                                                          5

                  Consolidated  Statements  of  Operations  for the three months
                           ended September 30, 2003 and 2002 and the nine months
                           ended September 30, 2003 and 2002 (unaudited)                                  6

                  Consolidated Statements of Cash Flows for the nine months
                           ended September 30, 2003 and 2002 (unaudited)                                  7

                  Notes to Consolidated Financial Statements                                              8

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results
                  of Operations                                                                          10

         Item 3.  Controls and Procedures                                                                12

         Part II. OTHER INFORMATION                                                                      16

         Item 6.  Exhibits and Reports on Form 8-K                                                       17

SIGNATURES                                                                                               21

</TABLE>



                                                     3
<PAGE>


                          UNITED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002











                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                UNITED COMPANIES CORPORATION

                                                (A DEVELOPMENT STAGE COMPANY)
                                                 CONSOLIDATED BALANCE SHEETS

                                                           ASSETS
                                                                                             September 30,    December 31,
                                                                                                  2003             2002
                                                                                             -------------    -------------
                                                                                              (Unaudited)
<S>                                                                                          <C>              <C>
CURRENT ASSETS
  Cash                                                                                       $           -    $       7,158
                                                                                             -------------    -------------
    Total Current Assets                                                                                 -            7,158
                                                                                             -------------    -------------
OTHER ASSETS
  Trademarks                                                                                         2,902            2,902
                                                                                             -------------    -------------
    Total Other Assets                                                                               2,902            2,902
                                                                                             -------------    -------------
    TOTAL ASSETS                                                                             $       2,902    $      10,060
                                                                                             =============    =============
                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                     ----------------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                                           $   4,197,502    $   4,163,337
  Accrued liabilities                                                                              242,271          200,157
  Notes payable                                                                                    561,525          561,525
  Capital leases - current portion                                                                 131,629          131,629
                                                                                             -------------    -------------
    Total Current Liabilities                                                                    5,132,927        5,056,648
                                                                                             -------------    -------------
    Total Liabilities                                                                            5,132,927        5,056,648
                                                                                             -------------    -------------
  Convertible preferred stock; $0.001 par value: 10,000,000 shares authorized;
    Zero and 5,000 shares issued and outstanding, respectively convertible into
    2,000,000 shares of common stock                                                                     -           20,000
                                                                                             -------------    -------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock; $0.001 par value; 150,000,000 shares authorized; 5,457,333 and
    2,958,666 shares issued and outstanding                                                          5,457            2,959
  Additional paid-in capital                                                                    16,923,255       16,905,563
  Stock subscription receivable                                                                      (190)                -
  Accumulated deficit prior to the development stage                                          (20,412,928)     (20,412,928)
  Accumulated deficit during the development stage                                             (1,645,619)      (1,562,182)
                                                                                             -------------    -------------
    Total Stockholders' Equity (Deficit)                                                       (5,130,025)      (5,066,588)
                                                                                             -------------    -------------
    TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)        $       2,902    $      10,060
                                                                                             =============    =============

                   The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                                             5
<PAGE>

<TABLE>
<CAPTION>
                                                UNITED COMPANIES CORPORATION
                                                (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                                         (UNAUDITED)

                                                                                                             From Inception
                                                                                                                 of the
                                                                                                               Development
                                                     For the                           For the                  Stage on
                                               Three Months Ended                 Nine Months Ended          January 1, 2000
                                         September 30,    September 30,             September 30,                through
                                        --------------   --------------    ------------------------------     September 30,
                                             2003             2002             2003             2002             2003
                                        -------------    --------------    --------------  --------------    ---------------
<S>                                     <C>              <C>               <C>             <C>               <C>
REVENUES                                $           -    $            -    $            -  $            -    $             -

EXPENSES
  Bad debt                                          -                 -                 -         960,187            960,187
  General and administrative                    9,273            44,961            41,323         511,699            599,248
                                        -------------    --------------    --------------  --------------    ---------------
    Total Expenses                              9,273            44,961            41,323       1,471,886          1,559,435
                                        -------------    --------------    --------------  --------------    ---------------
LOSS FROM OPERATIONS                          (9,273)          (44,961)          (41,323)     (1,471,886)        (1,559,435)
                                        -------------    --------------    --------------  --------------    ---------------
OTHER (EXPENSE) INCOME
  Other Income                                      -                53                 -          59,153              1,949
  Gain on settlement of debt                        -                 -                 -          32,388             33,708
  Interest expense                           (14,038)          (14,038)          (42,114)        (42,114)          (101,841)
  Income (loss) on equity options and
    warrants                                        -             (661)                 -             785                  -
                                        -------------    --------------    --------------  --------------    ---------------
    Total Other (Expense)
    Income                                   (14,038)          (14,646)          (42,114)          50,212           (66,184)
                                        -------------    --------------    --------------  --------------    ---------------
NET LOSS                                     (23,311)          (59,607)          (83,437)     (1,421,674)        (1,625,619)
                                        -------------    --------------    --------------  --------------    ---------------
ACCRETION OF BENEFICIAL CONVERSION
  FEATURE ON PREFERRED STOCK                        -                 -                 -               -           (20,000)
                                        -------------    --------------    --------------  --------------    ---------------
NET LOSS ATTRIBUTABLE TO COMMON
  SHAREHOLDERS                          $    (23,311)    $     (59,607)    $     (83,437)  $  (1,421,674)    $   (1,645,619)
                                        =============    ==============    ==============  ==============    ===============
BASIC LOSS PER SHARE                    $      (0.01)    $       (0.02)    $       (0.02)  $       (0.48)
                                        =============    ==============    ==============  ==============
WEIGHTED AVERAGE NUMBER OF SHARES           4,132,348         2,958,666         3,349,893       2,958,666
                                        =============    ==============    ==============  ==============

                   The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>



                                                             6
<PAGE>

<TABLE>
<CAPTION>
                                                UNITED COMPANIES CORPORATION
                                                (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         (UNAUDITED)

                                                                                                           From Inception
                                                                                                               of the
                                                                                                          Development Stage
                                                                                   For the                  on January 1,
                                                                              Nine Months Ended                 2002
                                                                                September 30,                  through
                                                                          ------------------------------    September 30,
                                                                              2003             2002             2003
                                                                          -------------   --------------  -----------------
<S>                                                                       <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                $    (83,437)   $  (1,421,674)   $    (1,625,619)
  Adjustments to reconcile net loss to net cash used in
  operating activities:
    Bad debt                                                                          -          960,187            960,187
    Gain on settlement of debt                                                        -                -           (33,708)
    Income on equity warrant liability                                                -                -            (1,948)
  Changes in operating assets and liabilities accounts:
    Increase (decrease) in accounts payable and accrued
    liabilities                                                                  76,279         (10,001)            134,025
    Increase (decrease) in other current liabilities                                  -         (46,565)             33,629
                                                                          -------------   --------------  -----------------

      Net Cash Used in Operating Activities                                     (7,158)        (518,053)          (533,434)
                                                                          -------------   --------------  -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from notes receivable                                                      -          300,000            300,000
                                                                          -------------   --------------  -----------------

      Net Cash Provided By Investing Activities                                       -          300,000            300,000
                                                                          -------------   --------------  -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of preferred stock                                               -           20,000             20,000
                                                                          -------------   --------------  -----------------

      Net Cash Provided by Financing Activities                                       -           20,000             20,000
                                                                          -------------   --------------  -----------------

NET (DECREASE) IN CASH                                                          (7,158)        (198,053)          (213,434)

CASH AT BEGINNING OF PERIOD                                                       7,158          213,434            213,434
                                                                          -------------   --------------  -----------------

CASH AT END OF PERIOD                                                     $           -   $       15,381   $              -
                                                                          =============   ==============  =================
CASH PAID FOR:
  Interest                                                                $           -   $            -   $              -
  Income tax                                                              $           -   $            -   $              -

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
  Issuance of common stock in merger                                      $     242,937   $            -   $        242,937
  Stock subscription receivable received in merger                        $         190   $            -   $            190


                   The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>


                                                             7
<PAGE>


                          UNITED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

Note 1 - ORGANIZATION AND MERGER

United Companies  Corporation  (United) was organized on November 26, 2001 under
the laws of the state of Nevada.  The  purpose of the  Company is to perform any
lawful  activity  permitted  by the State of Nevada.  United  has not  commenced
operations and in accordance with SFAS No. 7, is considered a development  stage
company.

United's  wholly owned  subsidiary,  Merger Co, Inc. (MCo) was  incorporated  on
December  7, 2001  under the laws of the State of Nevada to engage in any lawful
act or  business  for which  corporations  may be  organized  under the State of
Nevada. MCo. Has not commenced  operations and in accordance with SFAS No. 7, is
considered a development stage company. United and MCo are collectively referred
to as "the Company"

Avid Sportswear & Golf Corporation (Avid) was incorporated under the laws of the
state of Nevada on September 19, 1997 as Golf Innovations Corp, and subsequently
changed  its  name on April  19,  1999.  Avid was  engaged  in the  business  of
producing and selling golf wear related  products.  As of November 30, 2001 Avid
discontinued operations.

On February 20, 2003, the shareholders of Avid voted upon, and approved a merger
agreement by and among Avid,  United and MCo. The merger agreement  provided for
the merger of Avid with and into  Merger Co.  Upon  consummation  of the merger,
Merger Co.  became the  surviving  entity and assumed  all of Avid's  assets and
liabilities.  At the time of the Merger,  all shares of Avid  common  stock were
automatically  converted  into shares of United  common stock on a one for fifty
basis.  In addition,  all shares of Avid  convertible  preferred stock were also
converted into shares of United common stock on the same basis as if such shares
of preferred  stock had been converted into shares of Avid common stock prior to
the Merger.  (Each share of Avid convertible  preferred stock was converted into
20,000 shares of Avid common stock,  which was then converted into United common
stock at the  same one for  fifty  ratio.)  The  accounting  for the  merger  is
identical to that resulting from a reverse acquisition with no goodwill or other
intangible assets are recorded.  Accordingly, these financial statements are the
historical consolidated financial statements of Avid.

The merger agreement also required that all options  outstanding  under the Avid
2000 Stock Incentive Plan  terminated  effective as of the effective date of the
Merger.  All holders of Avid common stock purchase  warrants will receive United
common stock purchase  warrants which  represent the right to purchase one share
of United  common  stock in exchange for fifty shares of Avid common stock at an
identical exercise price per share.

NOTE 2 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  accompanying  consolidated  financial  statements have been prepared by the
Company  without audit.  In the opinion of management,  all  adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
consolidated  financial  position,  results  of  operations  and  cash  flows at
September 30, 2003, and 2002, and for all periods presented have been made.

Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements and notes thereto  included in the Company's and Avid's  December 31,
2002 audited financial statements. The results of operations for the nine months
ended  September  30, 2003,  are not  necessarily  indicative  of the  operating
results for the year ended December 31, 2003.


                                       8
<PAGE>


                          UNITED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

NOTE 3 - GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable  to a going  concern  that  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business. The Company has had no operations since inception. The Company has not
established  revenues  sufficient to cover its  operating  costs and allow it to
continue as a going concern.  Management is committed to meeting the operational
short-term  cash flow needs of the Company.  There can be no assurance  that the
Company will be able to meet its operational goals.















                                       9
<PAGE>


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

INTRODUCTORY STATEMENTS

         FORWARD-LOOKING  STATEMENTS AND ASSOCIATED  RISKS. THIS FILING CONTAINS
FORWARD-LOOKING STATEMENTS,  INCLUDING STATEMENTS REGARDING, AMONG OTHER THINGS,
(A) OUR COMPANY'S  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.  IN ADDITION,  WHEN USED IN THIS FILING,
THE WORDS "BELIEVES," "ANTICIPATES," "INTENDS," "IN ANTICIPATION OF," "EXPECTS,"
AND SIMILAR  WORDS ARE INTENDED TO IDENTIFY  FORWARD-LOOKING  STATEMENTS.  THESE
FORWARD-LOOKING  STATEMENTS ARE BASED LARGELY ON OUR COMPANY'S  EXPECTATIONS AND
ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND OUR
COMPANY'S   CONTROL.   ACTUAL  RESULTS  COULD  DIFFER   MATERIALLY   FROM  THESE
FORWARD-LOOKING  STATEMENTS  AS A RESULT OF CHANGES IN TRENDS IN THE ECONOMY AND
OUR  COMPANY'S  INDUSTRY,  DEMAND  FOR  OUR  COMPANY'S  PRODUCTS,   COMPETITION,
REDUCTIONS IN THE AVAILABILITY OF FINANCING AND OTHER FACTORS. 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

         Currently,  the  Company  has no  on-going  operations.  Avid  had been
seeking  potential  operating  businesses and business  opportunities,  with the
intent to acquire or merge with such  businesses.  On February  12,  2002,  Avid
filed with the Securities and Exchange Commission a Form S-4 Proxy Statement and
Registration  Statement in  conjunction  with United  Companies  Corporation,  a
Nevada  corporation,  describing a proposed  merger of Avid with and into Merger
Co., a  wholly-owned  subsidiary of United  Companies.  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  Companies  and Merger Co. and (ii) the related  Articles of
Merger. On August 8, 2003, the merger was consummated and the Articles of Merger
were filed with the Nevada  Secretary of State. On the filing of the Articles of
Merger,  Merger Co. became the surviving entity and assumed all of Avid's assets
and  liabilities.  In addition,  at that time,  the  outstanding  shares of Avid
common stock were converted automatically into shares of United Companies common
stock on a fifty (50) for one (1) basis. In management's  opinion, the excess of
Avid's  liabilities  over its assets and the lack of available  funding made any
other such  acquisition  or  merger,  other than the  merger  with  Merger  Co.,
unlikely.  On October 15, 2003, the Company's Board of Directors appointed David
L. Norris to serve as Interim  President,  Chief Executive Officer and Director.
Further,  effective  October 15, 2003,  Frank Jakovac  resigned as our Company's
President, Chief Executive Officer and Director.

         Previously,   through  Avid's  wholly-owned  subsidiary,  it  designed,
manufactured and marketed distinctive premium and moderately-priced  sportswear.
Avid sold its products  primarily through golf pro shops and resorts,  corporate
sales accounts and better specialty  stores.  Until 2001,  Avid's sportswear was
marketed under three distinct labels:  Avid Sportswear,  British Open Collection
and Dockers Golf.  From its  incorporation  on September 19, 1997 until March 1,
1999, Avid had no operations.  On March 1, 1999, Avid acquired Avid  Sportswear,
Inc., which had been in the business of designing,  manufacturing  and marketing
golf apparel since October 6, 1988. For accounting purposes, the acquisition was
treated as a purchase of Avid Sportswear, Inc. All of Avid's business operations
had been conducted through Avid Sportswear, Inc.

         On January 19, 2001,  Avid  received a letter from IMG that the Company
was in default of the  license  with The  Championship  Committee  Merchandising
Limited for failure to pay timely its royalty payments for the second, third and
fourth  quarters  of 2000 of  approximately  $94,000.  On April  30,  2001,  IMG
subsequently terminated this license.

         On May 9, 2001,  Avid  received a letter from Levi  Strauss & Co. that,
effective  May 9,  2001,  it  was  terminating  the  Dockers  Trademark  License
Agreement between Avid's wholly-owned subsidiary, Avid Sportswear, Inc. and Levi
Strauss & Co. as a result of Avid Sportswear, Inc.'s second quality and closeout
or  end-of-season  sales being  greater than 25% of Avid's total  product  sales
during the Year 2000. Due to the loss of this license,  Avid's operating results
for the year ended December 31, 2001 are not indicative of future results.  Avid
believes  that the loss of this license will have a material  adverse  effect on
its results of  operations  in future  periods.  As a result of the loss of this
license, Avid has no ongoing operations.

         On May 17, 2001,  Barnum Mow, the  President of Avid  Sportswear,  Inc.
resigned.  In addition,  on May 14, 2001,  Stephen A. Korn, the Chief  Financial
Officer of Avid Sportswear,  Inc., was terminated by the Company and, on May 29,
2001, David, Roderick, the Executive  Vice-President of Merchandising and Design
of Avid Sportswear, Inc. resigned.

                                       10
<PAGE>

         On May 22,  2001,  Avid  received a letter  from GE Capital  Commercial
Services,  Inc. that,  effective May 22, 2001, it was terminating its obligation
to make any further advances to Avid pursuant to the Factoring Agreement between
Avid and GE Capital.  In addition,  GE Capital  declared all of the advances and
other obligations owing by Avid to GE Capital to be immediately due and payable.
Subsequently,  on July 20, 2001, Avid's wholly-owned  subsidiary received notice
from GE Capital that the obligations under the Factoring Agreement had been paid
in full. Also, on July 20, 2001, Avid's wholly-owned  subsidiary received notice
from  the  factor  that  the  Company's  then-current  chairman  had no  further
obligations as the guarantor of the Factoring Agreement.

         In June 2001, Earl Ingarfield resigned as President and Chief Executive
Officer of Avid. Mr.  Ingarfield  was employed as President and Chief  Executive
Officer of Avid.

         On June 25, 2001,  Avid hired Frank  Jakovac as its new  President  and
Chief Executive Officer. Also, on July 24, 2001, Avid hired James Handlon as its
new Chief Operating Officer and Michelle Mathis as its new Director of Corporate
and Legal Affairs.  Messrs. Jakovac and Handlon and Ms. Mathis were also elected
as members of Avid's Board of Directors.

         Effective  December  1, 2001,  the  employment  agreements  for Messrs.
Jakovac and Handlon and Ms. Mathis were terminated by the mutual consent of Avid
and each respective individual. Mr. Jakovac continues as an officer and director
of Avid.  Effective  December 31, 2002,  Mr.  Handlon  resigned as a director of
Avid. Ms. Mathis continues to remain as a director of Avid.

FINANCIAL PERFORMANCE

         The Company has  historically  lost money.  For the  nine-month  period
ended September 30, 2003, the Company sustained losses of $83,437. For the years
ended December 31, 2002 and 2001, the Company  sustained  losses of $1.5 million
and $6.2 million,  respectively.  The Company's  independent auditors have noted
that the Company  does not have  significant  cash or other  material  assets to
cover its operating costs and to continue as a going concern.  Accordingly,  the
Company will  experience  significant  liquidity and cash flow problems if it is
not able to raise additional capital as needed and on acceptable terms.

PLAN OF OPERATIONS

         Currently,  the  Company  has no  on-going  operations.  Avid  had been
seeking  potential  operating  businesses and business  opportunities,  with the
intent to acquire or merge with such  businesses.  On February  12,  2002,  Avid
filed with the Securities and Exchange commission a Form S-4 Proxy Statement and
Registration  Statement in  conjunction  with United  Companies  Corporation,  a
Nevada  corporation,  describing a proposed  merger of Avid with and into Merger
Co., a  wholly-owned  subsidiary of United  Companies.  On January 28, 2003, the
Commission declared the Form S-4 Proxy Statement and Registration  effective. At
a  special  meeting  of  Avid  shareholders  held  on  February  20,  2003,  the
shareholders  approved (i) Merger  Agreement,  dated June 18, 2002, by and among
Avid,  United  Companies and Merger Co. and (ii) the related Articles of Merger.
On August 8, 2003, the merger was  successfully  consummated and the Articles of
Merger  were  filed  with the Nevada  Secretary  of State.  On the filing of the
Articles of Merger,  Merger Co. became the  surviving  entity and assumed all of
Avid's assets and liabilities. In addition, at that time, the outstanding shares
of Avid's  common  stock  were  converted  automatically  into  shares of United
Companies  common  stock on a fifty  (50)  for one (1)  basis.  In  management's
opinion,  the  excess  of Avid's  liabilities  over its  assets  and the lack of
available funding made any such acquisition or merger other than the merger with
Merger Co. unlikely.

         ADDITIONAL  FUND  RAISING  ACTIVITIES.  As of September  30, 2003,  the
Company had no cash-on-hand.  The Company has historically funded its operations
through a combination of internally  generated cash, funds loaned to the Company
by certain of its officers and directors and through the sale of securities. The
Company  will  need to  raise  additional  funds  to  execute  any new  business
strategy.  The Company's current  liabilities  exceeded its current assets as of
September 30, 2003.

         SUMMARY OF ANTICIPATED  PRODUCT  DEVELOPMENT.  Since the Company has no
on-going   operations,   we  do  not  anticipate  any  expenditures  on  product
development.

         SIGNIFICANT PLANT AND EQUIPMENT PURCHASES. In 2002, the Company did not
make any significant plant and/or equipment purchases. In 2003, the Company does
not anticipate purchasing additional equipment.


                                       11
<PAGE>


         CHANGES  IN NUMBER OF  EMPLOYEES.  The  Company  currently  has one (1)
employee. The Company does not anticipate hiring additional personnel during the
remainder of 2003.  The Company  believes that its personnel will be adequate to
accomplish the tasks set forth in the plan.

                                                               CURRENT
              DEPARTMENT                                      EMPLOYEES
              ------------------------------------------      ---------
              Administrative and Other Support Positions           1
                                                                 ---
              Total Employees                                      1
                                                                 ===

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2003

         Effective November 30, 2001, the Company ceased all operations relating
to the manufacture and sale of golf apparel and related products.  The following
results are not indicative of our future results.

         Our results of operations for the  three-month  periods ended September
30, 2003 and 2002,  respectively,  included  three months of  operations  of our
wholly-owned subsidiary, Merger Co., Inc.

         SALES,  NET.  We had no sales,  net in the  three-month  periods  ended
September 30, 2003 and 2002, respectively. Our lack of sales was attributable to
our Company ceasing all operations  relating to the manufacture and sale of golf
apparel and related products.

         EXPENSES.  Expenses decreased $35,688, or 79.4%, from $44,961 to $9,273
in the three-month period ended September 30, 2003,  compared to the same period
in the  prior  year.  The  decrease  consisted  of a  decrease  in  general  and
administrative expenses of $35,688, which was primarily attributable to the lack
of operations.

         INTEREST  EXPENSE.  Interest  expense  was  $14,038 in the  three-month
period ended  September 30, 2003, did not change  compared to the same period in
the prior year.

         NET LOSS. Net loss decreased $36,296, or 60.9%, from $59,607 to $23,311
in the three-month period ended September 30, 2003,  compared to the same period
in the prior year.  This  decrease  was  primarily  attributable  to the Company
having only limited operations during the three-month period ended September 30,
2003.

NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003

         Effective November 30, 2001, Avid ceased all operations relating to the
manufacture and sale of golf apparel and related products. The following results
are not indicative of our future results.

         Our results of operations  for the nine-month  periods ended  September
30, 2003 and 2002,  respectively,  included  three months of  operations  of our
wholly-owned subsidiary, Merger Co., Inc.

         SALES,  NET.  We had no  sales,  net in the  nine-month  periods  ended
September 30, 2003 and 2002, respectively. Our lack of sales was attributable to
our Company ceasing all operations  relating to the manufacture and sale of golf
apparel and related products.

         EXPENSE.  Expenses decreased  $1,430,563,  or 97.2%, from $1,471,886 to
$41,323 in the nine-month period ended September 30, 2003,  compared to the same
period in the prior  year.  The  decrease  consisted  of a decrease  in bad debt
expenses of $960,187  and a decrease in general and  administrative  expenses of
$470,376,  which was primarily attributable to the lack of operations during the
period except for the completion of the merger  transaction  among Avid,  United
Companies and Merger Co. and the filing of the related Form S-4 Proxy  Statement
and Registration Statement.

         INTEREST EXPENSE. Interest expense was $42,144 in the nine-month period
ended  September 30, 2003,  which did not change  compared to the same period in
the prior year.

                                       12
<PAGE>


         NET LOSS. Net loss decreased  $1,338,237,  or 94.1%, from $1,421,674 to
$83,437 in the nine-month period ended September 30, 2003,  compared to the same
period in the prior  year.  This  decrease  was  primarily  attributable  to the
Company  having only  limited  operations  during the  nine-month  period  ended
September 30, 2003.

         LIQUIDITY  AND CAPITAL  RESOURCES.  As of September 30, 2003, we had no
cash-on-hand  and  our  current  liabilities  exceeded  our  current  assets.  A
discussion  of how we  generated  and used cash in the  nine-month  period ended
September 30, 2003 follows:

         OPERATING  ACTIVITIES.  Our  operating  activities  used $7,158 in cash
during the nine-month period ended September 30, 2003. Our operating  activities
consisted  mainly of a net loss of  $83,437,  which was  partially  offset by an
increase in accounts payable of $76,279.

         INVESTING  ACTIVITIES.  We  had  no  investing  activities  during  the
nine-month period ended September 30, 2003.

         FINANCING  ACTIVITIES.  We  had  no  financing  activities  during  the
six-month  period ended  September  30,  2003.  We will need to rely on external
financing to fund our operations for the foreseeable future.

         On May 9, 2001,  Avid  received a letter from Levi  Strauss & Co. that,
effective  May 9,  2001,  it was  terminating  the  Dockers'  Trademark  License
Agreement between Avid's wholly-owned subsidiary, Avid Sportswear, Inc. and Levi
Strauss & Co. as a result of Avid Sportswear, Inc.'s second quality and closeout
or end of season sales being  greater than 25% of the  Company's  total  product
sales during the year 2000.

         On January 19, 2001,  Avid  received a letter form IMG that Avid was in
default of the license with The Championship Committee Merchandising Limited for
failure to pay timely our  royalty  payments  for the  second,  third and fourth
quarters of 2000 of  approximately  $94,000.  IMG  subsequently  terminated this
license.

         In  December  2000,  our  Company  raised  $400,000  from  the  sale of
40,000 shares of common stock.

         On  November  28,  2000,  Avid  entered  into a Line of Credit with GMF
Holdings,  Inc.  Pursuant to the Line of Credit,  GMF Holdings,  Inc.  agreed to
acquire up to $10  million of the  Company's  debentures.  The  debentures  were
convertible  into shares of Avid's  common stock at a conversion  price equal to
80% of the closing  bid price on the  Over-the-Counter  Bulletin  Board or other
principal  market  on which  Avid's  common  stock  was  traded  for the 10 days
immediately following the notice date of conversion. The timing of each sale and
the number of debentures to be sold was at the Company's discretion,  subject to
various conditions. Through December 31, 2001, Avid has raised $1.2 million from
the sale of debentures pursuant to the Line of Credit and 59.3 million shares of
Avid's common stock were issued upon conversion of the  debentures.  As a result
of the loss of the Dockers' license, no additional funds pursuant to the Line of
Credit are available to Avid.

         In November 2000,  Avid raised  $300,000 in gross proceeds and $255,000
in net proceeds from the sale of convertible debentures. See "Item 2. Changes in
Securities and Use of Proceeds."

         As of August 18 2000, the outstanding balance of Avid's loan with First
State  Bank,  including  all  collateral  security  and  guarantees   associated
therewith,  were assigned to Earl T.  Ingarfield,  Michael  LaValliere  and Lido
Capital  Corporation  in  consideration  of payment  in full of all  outstanding
indebtedness to First State Bank.

         In August 2000,  Avid  entered  into a factoring,  letter of credit and
revolving  inventory  facility.  On May 22,  2001,  the  factor  terminated  its
obligations to make any further  advances to Avid under the factoring  agreement
and declared all of the advances and obligations  owing by Avid to the factor to
be  immediately  due  and  payable.  Subsequently,  on  July  20,  2001,  Avid's
wholly-owned  subsidiary  received  notice from the factor that the  obligations
under the  factoring  agreement  had been paid in full.  Also, on July 20, 2001,
Avid's  wholly-owned  subsidiary  received  notice  from  the  factor  that  the
Company's  then-current  chairman had no further obligations as the guarantor of
the factoring agreement.


                                       13
<PAGE>

CONTINGENT LIABILITIES

         In 2000, Avid's wholly-owned subsidiary, Avid Sportswear, Inc., entered
into  individual  Endorsement  Agreements,  typically for a two-year term,  with
individual PGA Tour professionals,  whereby the individual was to paid an annual
fixed fee to wear  Avid  products  at golf and  golf-related  events,  and to be
included  in  advertising  and  other  promotional  events,  including  personal
appearances.  The fixed fee for the first  year was set forth in the  Agreement,
whereas  the second  year fixed fee was to be  determined  by that  individual's
final  ranking on the official PGA Tour Money List at the end of the first year.
The  individuals  were also to be  eligible to earn a bonus for  performance  on
individual PGA Tour events and at year-end,  based upon the  individual's  final
ranking of the  official PGA Tour Money List at the end of each  contract  year.
The fixed fee, bonus incentive, and number of days of personal appearance varied
by  individual.  Avid  terminated  all of  these  endorsement  agreements  as of
December 31, 2001 and has accrued for all minimum future guaranteed payments, of
$403,061, as of December 31, 2001.

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.

         OUR DOCKERS'  TRADEMARK  LICENSE HAS BEEN  TERMINATED BY LEVI STRAUSS &
         CO.  AND WILL  RESULT IN LOWER  COMPANY  SALES AND A HIGHER NET LOSS IN
         FUTURE PERIODS

         On May 9, 2001,  Avid  received a letter from Levi  Strauss & Co. that,
effective  May 9,  2001,  it was  terminating  the  Dockers'  Trademark  License
Agreement between Avid's  wholly-owned  subsidiary,  Avid Sportswear,  Inc., and
Levi Strauss & Co. as a result of Avid  Sportswear,  Inc.'s  second  quality and
closeout or  end-of-season  sales being greater than 25% of Avid's total product
sales during Year 2000.  The Company  believes that the loss of the license will
have a material  adverse effect on our results of operations in future  periods.
The loss of this  license  will result in lower  Company  sales and a higher net
loss in future periods.

         THE COMPANY HAS HISTORICALLY  LOST MONEY AND LOSSES MAY CONTINUE IN THE
         FUTURE WHICH MAY NOT ALLOW THE COMPANY TO CONTINUE AS A GOING CONCERN

         The Company has historically lost money. In the nine-month period ended
September 30, 2003, the Company sustained losses of $83,437.  In the years ended
December 31, 2002 and December 31, 2001,  The Company  sustained  losses of $1.5
million and $6.2 million,  respectively. The Company currently does not have any
operations.  Future  losses  are  likely to  occur.  The  Company's  independent
auditors have added an explanatory  paragraph to their audit opinions  issued in
connection  with the 2002 and 2001 financial  statements,  which states that the
Company does not have  significant  cash or other  material  assets to cover its
operating  costs and to allow it to continue as a going  concern.  The Company's
ability to obtain additional funding will determine its ability to continue as a
going concern. The Company's financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

         As of September 30, 2003, its current liabilities  exceeded its current
assets.  The Company had a working  capital deficit of $5.1 million at September
30, 2003. The Company had an  accumulated  deficit of $22.0 million at September
30,  2003.  The  Company  currently  does not have any  operations.  The Company
currently  has  no  cash-on-hand.   Accordingly,  the  Company  will  experience
significant  liquidity  and  cash  flow  problems  if it is not  able  to  raise
additional capital as needed and on acceptable terms. No assurances can be given
that the  Company  will be  successful  in reaching  or  maintaining  profitable
operations.

         THE COMPANY WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

         The Company has relied on  significant  external  financing to fund its
operations.   Such  financing  has  historically  come  from  a  combination  of
borrowings  and sale of common  stock from third  parties and funds  provided by
certain  officers  and  directors.  The  Company  will need to raise  additional


                                       14
<PAGE>

capital  to  execute a new  business  strategy.  Among  other  things,  external
financing  will be required to cover its  operating  costs.  The Company  cannot
assure you that financing  whether from external sources or related parties will
be available if needed or on  favorable  terms.  In  management's  opinion,  the
Company will be unsuccessful in raising  additional capital without changing its
capital structure.

         THE COMPANY'S  COMMON STOCK IS A "PENNY STOCK" AND IS CONSIDERED A VERY
         RISKY INVESTMENT

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

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

         THE COMPANY'S  COMMON STOCK MAY BE AFFECTED BY LIMITED  TRADING  VOLUME
         AND MAY FLUCTUATE  SIGNIFICANTLY AND AN INVESTOR MAY LOSE A SUBSTANTIAL
         PART OR ALL OF ITS INVESTMENT

         The Company's common stock has experienced, and is likely to experience
in the future, significant price and volume fluctuations,  which could adversely
affect the  market  price of its common  stock.  Historically,  there has been a
limited  public  market  for the  Company's  common  stock  and  there can be no
assurance  that an active  trading  market for the  Company's  common stock will
develop. As a result, this could adversely affect shareholders'  ability to sell
the  Company's  common  stock in short time  periods,  or possibly  at all.  The
Company's  common  stock has  experienced,  and is likely to  experience  in the
future, significant price and volume fluctuations,  which could adversely affect
the market price of its common stock.


                                       15
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         Within the 90 days prior to the filing date of this report, the Company
carried out an  evaluation of the  effectiveness  of the design and operation of
its  disclosure  controls and  procedures  pursuant to Exchange Act Rule 13a-14.
This evaluation was done under the supervision and with the participation of the
Company's  Interim  President  and  Chief  Executive  Officer.  Based  upon that
evaluation,  he concluded that disclosure  controls and procedures are effective
in  gathering,  analyzing  and  disclosing  information  needed to  satisfy  the
Company's disclosure obligations under the Securities Exchange Act of 1934.

CHANGES IN INTERNAL CONTROLS

         There were no significant changes in the Company's internal controls or
in other factors that could  significantly  affect those controls since the most
recent evaluation of such controls.









                                       16
<PAGE>


                                     PART II


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a), (b), (c) and (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.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS.

<TABLE>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         ------------------------------------------------     -------------------------------------------------
<S>                 <C>                                                  <C>
2.01                Stock Purchase and Sale Agreement dated as of        Incorporated by reference to Exhibit 2.01 to the
                    December 18, 1998 among our company, Avid            Registrant's Registration Statement on Form 10-SB
                    Sportswear, Inc. and the shareholders of Avid        (the "Registration Statement")
                    Sportswear, Inc.

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

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

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

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

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

                                                             17
<PAGE>


3.04                Bylaws                                               Incorporated by reference to Exhibit 3.04 to the
                                                                         Registration Statement

4.01                2000 Stock Incentive Plan                            Incorporated by reference to Exhibit 4.01 to
                                                                         Amendment No. 2 to the Registration Statement.

10.01               Agreement dated as of December 8, 1998 between the   Incorporated by reference to Exhibit 10.01 to the
                    Championship Committee Merchandising Limited and     Registration Statement
                    Avid Sportswear Inc.

10.02               Lease dated as of March 1, 1999 between F & B        Incorporated by reference to Exhibit 10.02 to the
                    Industrial Investments, LLC and Avid Sportswear,     Registration Statement
                    Inc.

10.03               Lease dated as of April 30, 1999 between Links       Incorporated by reference to Exhibit 10.03 to the
                    Associates, Ltd. and our company                     Registration Statement

10.04               Employment Agreement dated as of September 11,       Incorporated by reference to Exhibit 10.04 to the
                    1999 between Barnum Mow and Avid Sportswear, Inc.    Registration Statement

10.05               Trademark License Agreement dated as of May 10,      Incorporated by reference to Exhibit 10.05 to
                    1999 between Levi Strauss & Co. and Avid             Amendment No. 2 to the Registration Statement
                    Sportswear, Inc.

10.06               Employment Agreement dated as of January 1, 1999     Incorporated by reference to Exhibit 10.06 to the
                    between David E. Roderick and Avid Sportswear, Inc.  Registration Statement

10.07               Promissory Note in the original principal amount     Incorporated by reference to Exhibit 10.07 to the
                    of $180,000 dated as of June 4, 1999 from our        Registration Statement
                    company to First State Bank

10.08               Commercial Security Agreement dated as of November   Incorporated by reference to Exhibit 10.08 to the
                    17, 1999 between First State Bank and our company    Registration Statement

10.09               Promissory Note dated as of November 17, 1999 in     Incorporated by reference to Exhibit 10.09 to the
                    the original principal amount of $1,000,000 given    Registration Statement
                    by our company to First State Bank

10.10               Business Loan Agreement dated as of November 17,     Incorporated by reference to Exhibit 10.10 to the
                    1999 between First State Bank and our company        Registration Statement

10.11               Convertible Revolving Demand Note dated as of        Incorporated by reference to Exhibit 10.11 to
                    December 1, 1999 in the original principal amount    Amendment No. 2 to the Registration Statement
                    of $550,000 given by our company to Earl Ingarfield

10.12               Convertible Revolving Demand Note dated as of        Incorporated by reference to Exhibit 10.12 to
                    December 1, 1999 in the original principal amount    Amendment No. 2 to the Registration Statement
                    of $1,000,000 given by our company to Lido Capital
                    Corporation

10.13               Convertible Revolving Demand Note dated as of        Incorporated by reference to Exhibit 10.13 to
                    December 1, 1999 in the original principal amount    Amendment No. 2 to the Registration Statement
                    of $125,000 given by our company to Michael E.
                    LaValliere

10.14               Convertible Revolving Demand Note dated as of        Incorporated by reference to Exhibit 10.14 to
                    December 1, 1999 in the original principal amount    Amendment No. 2 to the Registration Statement
                    of $500,000 given by our company to Thomas Browning

                                                             18
<PAGE>


10.15               Revolving Demand Note dated as of December 1, 1999   Incorporated by reference to Exhibit 10.15 to
                    in the original principal amount of $200,000 given   Amendment No. 2 to the Registration Statement
                    by our company to Daniel Paetz

10.16               Executive Employment Agreement effective as of       Incorporated by reference to Exhibit 10.16 to
                    February 1, 2000 between our company and Earl T.     Amendment No. 2 to the Registration Statement
                    Ingarfield

10.17               Consulting Agreement dated as of June 22, 2000       Incorporated by reference to Exhibit 10.17 to the
                    between Persia Consulting Group, Inc. and our        Registrant's Registration Statement on Form SB-2
                    company

10.18               Form of Factoring Agreement between our company      Incorporated by reference to Exhibit 10.18 to the
                    and GE Capital Commercial Services, Inc.             Registrant's Form 10-QSB filed on November 17,
                                                                         2001

10.19               Form of Factoring Agreement Guaranty/Letter of       Incorporated by reference to Exhibit 10.19 to the
                    Credit Supplement between our company and GE         Registrant's Form 10-QSB filed on November 17,
                    Capital Commercial Services, Inc.                    2001

10.20               Form of Factoring Agreement - Inventory Supplement   Incorporated by reference to Exhibit 10.20 to the
                    (with advances) between our company and GE Capital   Registrant's Form 10-QSB filed on November 17,
                    Commercial Services, Inc.                            2001

10.21               Form of Letter of Agreement between our company      Incorporated by reference to Exhibit 10.21 to the
                    and GE Capital Commercial Services, Inc.             Registrant's Form 10-QSB filed on November 17,
                                                                         2001

10.22               Form of Convertible Debenture                        Incorporated by reference to Exhibit 10.22 to the
                                                                         Registrant's Form 10-QSB filed on November 17,
                                                                         2001

10.23               Form of Registration Rights Agreement between our    Incorporated by reference to Exhibit 10.23 to the
                    company and purchasers of convertible debentures     Registrant's Form 10-QSB filed on November 17,
                                                                         2001

10.24               Line of Credit Agreement dated as of November 28,    Incorporated by reference to Appendix "A" to the
                    2000 between our company and GMF Holdings, Inc.      Registrant's Proxy Statement (the "Proxy
                                                                         Statement")

10.25               Form of Debenture dated as of November 28, 2000      Incorporated by reference to Appendix "B" to the
                    given by our company                                 Registrant's Proxy Statement

10.26               Registration Rights Agreement dated as of November   Incorporated by reference to Appendix "C" to the
                    28, 2000 between our company and GMF Holdings, Inc.  Registrant's Proxy Statement

10.27               Form of Warrant dated as of November 28, 2000        Incorporated by reference to Appendix "D" to the
                    given by our company                                 Registrant's Proxy Statement

10.28               Registration Rights Agreement dated as of November   Incorporated by reference to Appendix "E" to the
                    28, 2000 between our company and the May Davis       Registrant's Proxy Statement
                    Group, inc.

10.29               Placement Agent Agreement as of November 28, 2000    Incorporated by reference to Appendix "F" to the
                    between our company and the May Davis Group, Inc.    Registrant's Proxy Statement

10.30               Escrow Agreement dated as of November 28, 2000       Incorporated by reference to Appendix "G" to the
                    among our company, the May Davis Group, Inc. and     Registrant's Proxy Statement
                    First Union National Bank


                                                             19
<PAGE>


10.31               Amendment to Employment Agreement effective          Incorporated by reference to Exhibit 10.31 to the
                    January 31, 20001 between our company and Barnum     Registrant's Form 10-QSB filed on November 17,
                    Mow                                                  2001

10.32               Forbearance Agreement as of February 16, 2001        Incorporated by reference to Exhibit 10.32 to the
                    between our company and GE Capital Commercial        Registrant's Form 10-QSB filed on November 17,
                    Services, Inc.                                       2001

10.33               Employment Agreement dated as of June 25, 2001       Incorporated by reference to Exhibit 10.33 to the
                    between Frank Jakovac and our company                Registrant's Form 10-QSB filed on September 21,
                                                                         2001

10.34               Employment Agreement dated as of June 25, 2001       Incorporated by reference to Exhibit 10.34 to the
                    between James Handlon and our company                Registrant's Form 10-QSB filed on September 21,
                                                                         2001

10.35               Employment Agreement dated as of June 25, 2001       Incorporated by reference to Exhibit 10.35 to the
                    between Michelle Mathis and our company              Registrant's Form 10-QSB filed on September 21,
                                                                         2001

11.01               Statement re: Computation of Earnings                Not Applicable

15.01               Letter on unaudited interim financial information    Not Applicable

16.01               Letter on Change in Certifying Accountant            Not Applicable

20.01               Letter dated May 9, 2001 from Levi Strauss & Co.     Incorporated by reference to Exhibit 20.01 to the
                                                                         Registrant's Form 8-K filed May 18, 2001

21.01               Subsidiaries of our company                          Incorporated by reference to Exhibit 21.01 to the
                                                                         Registration Statement

23.01               Consent of Independent Accountants                   Not Applicable

24.01               Power of Attorney                                    Not Applicable

27.01               Financial Data Schedule                              Not Applicable

31.1                Certification Pursuant to Section 302                Provided herewith

31.2                Certification Pursuant to Section 302                Provided herewith

32.1                Certification Pursuant to 18 U.S.C.                  Provided herewith
                    Section 1350

32.2                Certification Pursuant to 18 U.S.C.                  Provided herewith
                    Section 1350

         (B)      REPORTS ON FORM 8-K.


         None.
</TABLE>




                                                             20
<PAGE>


                                   SIGNATURES


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

Date:    November  14, 2003          UNITED COMPANIES CORPORATION


                                     By: /s/ David L. Norris
                                         --------------------------------------
                                     David L. Norris
                                     Interim President, Chief Executive Officer
                                     and Principal Accounting Officer









                                       21