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

                                   FORM 10-KSB
                                   (MARK ONE)

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

            For the fiscal year ended DECEMBER 31, 2005

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

               For the transition period from _______ to _______.

                          COMMISSION FILE NO. 000-28321

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


              NEVADA                                              88-0374969
---------------------------------                            -------------------
 (State or Other Jurisdiction                                 (I.R.S. Employer
of 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)

           Securities registered pursuant to Section 12(b) of the Act:

   Title of each class              Name of each exchange on which registered
   -------------------              -----------------------------------------

          None                                      None


           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------

                                (Title of class)


      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 |_|

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B not contained in this form,  and no  disclosure  will be
contained, to the best of the registrant's knowledge, in the definitive proxy or
information statement  incorporated by reference in Part III of this Form 10-KSB
or amendment to Form 10-KSB. |_|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      The Company's revenues during its most recent fiscal year were $2,935,869.

      The  aggregate  market  value  of  the  Company's  voting  stock  held  by
non-affiliates  as of March 15,  2006 was  approximately  $480,339  based on the
average closing bid and asked prices of such stock on that date as quoted on the
Over-the-Counter  Bulletin Board.  There were 148,970,677 shares of common stock
outstanding as of March 15, 2006.

<PAGE>

                 FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS


      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.


                                       2
<PAGE>

                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS


OVERVIEW

      United  Companies  Corporation  (referred  to herein as  "United"  or "The
Company"), a Nevada corporation,  entered into a Share Exchange Agreement, dated
March 23, 2004, by and among United,  Trebor  Industries,  Inc., d/b/a Brownie's
Third Lung, a Florida corporation  (referred to herein as "Trebor"),  and Robert
Carmichael.  Pursuant to the Share Exchange Agreement,  Mr. Carmichael exchanged
377  shares of  common  stock,  par value  $1.00 per  share,  of  Trebor,  which
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.

      The Company  designs,  tests,  manufactures  and distributes  recreational
hookah  diving,  and yacht  based  SCUBA air  compressor  and Nitrox  Generation
Systems, and scuba and water safety products through its wholly owned subsidiary
Trebor. United sells its products both on a wholesale and retail basis, and does
so from its headquarters and manufacturing facility in Fort Lauderdale, Florida.
The Company does businees as (dba) as Brownie's  Thrid Lung,  the dba of Trebor.
The  Company's  products  are  classified  into  three  main  sales  categories:
BROWNIE'S THIRD LUNG, BROWNIE'S TANKFILL, AND BROWNIE'S PUBLIC SAFETY.

      BROWNIE'S THIRD LUNG, the consistent  product  category revenue leader for
the Company,  is comprised of Surface Supplied Diving products,  commonly called
hookah  systems.  These  systems  allow one to four  divers to enjoy the  marine
environment  without the bulk and weight of conventional  SCUBA gear. We believe
that Hookah diving holds greater  appeal to families with children of diving age
than does  conventional  SCUBA.  The reduction of weight by eliminating the tank
allows smaller divers,  especially  children,  to participate  more actively and
enjoyably. In conjunction with the hookah systems, Brownie's Third Lung supplies
a  variety  of other  products  to  support  this  market.  These  products  are
predominantly  sold  through  SCUBA  diving  retailers,  however,  Brownie's  is
expanding  its market to sporting  goods and boating  retailers  as well largely
through a  web-based  training  methodology  that was  introduced  in July 2005.
Web-based training allows consumers to initiate the required training for use of
the system on their own schedule. It also addresses the training aspect that was
previously a sale  consideration at  point-of-sale.  Effective July 1, 2005, all
hookah  units  sold  include  on-line   training   certificates.   The  training
certificates  entitle  the  holder  to  an  on-line  interactive  course  at  no
additional  charge to the holder.  The number of on-line  training  certificates
issued per unit is the same as the number of divers the unit as sold is designed
to accommodate (i.e., a three diver unit configuration  comes with three on-line
training  certificates).  It is anticipated that the final phase of the training
will still be completed through traditional dive retailers and instructors,  but
the system can now be sold to the non-diving public. Also, being investigated is
the addition of boating and watersports  products not strictly related to diving
to this product category.

      The  BROWNIE'S  TANKFILL  product  category  also  generates a significant
portion  of  the  Company's  revenues,  through  the  design,  installation  and
maintenance of yacht-based high-pressure and low-pressure compressors for diving
on air and mixed gases.  Many yacht owners enjoy the  convenience and freedom of
filling their own diving tanks with air,  NITROX or custom mixed gases while out
on cruise,  freeing them from carrying  extra  cylinders or the need to locate a
reputable source in various ports-of-call. Brownie's Tankfill specializes in the
design and  installation  of  high-end  custom  systems  to do just  that.  From
surveying the vessel for installation  requirements to custom fabrication of the
necessary components,  Brownie's Tankfill provides all the services necessary to
satisfy this market.  Brownie's  Tankfill is currently  exploring  relationships
with yacht builders to allow shipyards to market and sell the Brownie's Tankfill
systems.  We  believe  that every  large  vessel  currently  in  service,  being
re-fitted or built, is a potential  customer.  Reaching these customers  through
OEM  relationships  has become our goal, and efforts toward this end are proving
successful.  We  currently  have  three  such OEM  relationships  in  place,  an
additional  two in the  negotiation  stage,  and will work toward  more  through
direct contact with the yacht-builders.

      The  BROWNIE'S   PUBLIC  SAFETY  product  line  provides   integrated  and
stand-alone flotation and emergency/rescue equipment for use by fire departments
and other government agencies in their on-water/near-water  activities. "Rescue,
not Recovery" is the marketing  slogan for this division,  and the driving force
behind  development of our products.  We believe  municipalities  and government
agencies  can  increase  their own  safety  while  responding  more  quickly  in
emergencies through the use of our products. BROWNIE'S PUBLIC SAFETY is not only
our  newest  product  line,  but  also one we  believe  has  significant  growth
potential.  We are increasing our marketing efforts in the current year to raise
awareness of the products we offer.  In July 2005,  we entered into an agreement
establishing  Global Secure  Safety  Products,  Inc. as our exclusive  North and
South American  distributor for the Rapid Entry System (RES) mini scuba product,
which is being sold exclusively in these markets under the Global Secure band ad
the Global Secure Rescue Pac.  Largely as a result of this  agreement,  sales in
the  BROWNIE'S  PUBLIC  SAFETY  product  category more than doubled from 2004 to
2005. We continue to pursue similar distributorships outside this market area as
well.


                                       3
<PAGE>

      Since April 16,  2004,  Mr.  Robert  Carmichael  has served as  President,
Acting  Principal  Accounting  Officer  and Acting  Chief  Financial  Officer of
United. 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. Mr. Carmichael is
either the owner or co-owner of several  companies  that hold  numerous  patents
that are used by Trebor  Industries,  Inc. and several other major  companies 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.


OUR PRODUCTS AND SERVICES BY CATEGORY AND THEIR RELATED WEBSITES

      BROWNIE'S THIRD LUNG  (WWW.BROWNIEDIVE.COM)  - Surface Supplied Air (SSA),
Hookah, (Low Pressure Units) - recreational  surface supplied air units (gas and
electric), commercial surface supplied air units (gas and electric), Pressurized
Snorkel   (battery),   Egressor  packages  and  regulators,   hookah  hoses  and
regulators,  Drop weight  Cummerbelt,  dive weight  belts,  SeaDoo Sea Scooters,
Twin-trim,  diving hose,  diving kits,  dive hose  connections,  replacement  SS
engines, compressors, miscellaneous service parts, SSA accessories including but
not limited to gear bags, dog snares, and keel and trim weight packages.

      BROWNIE'S  TANKFILL  (WWW.TANKFILL.COM)  - Tankfill  Systems (High And Low
Pressure Units) - Yacht Pro automated compressors (heavy-duty service capacity),
Yacht Pro automated  compressors  (medium-duty  service capacity),  marine basic
compressors   (light-duty   service   capacity),   Bauer  portable   compressors
(light-duty service capacity), custom tankfill and nitrox generation systems for
yachts, NitroxMakers,  four-way fill manifolds, remote fill control panels, high
pressure  storage/cascade  systems,  custom  tank  racks,  Kaeser  low  pressure
compressors and components,  E-Reel diving systems, hookah diving compressor for
boat installation,  design and engineering services including but not limited to
AutoCAD,  nitrox  generation  and custom gas mixing  systems,  and  repairs  and
service on all products sold.

      BROWNIE'S  PUBLIC  SAFETY  (WWW.BROWNIESPUBLICSAFETY.COM)  - Public Safety
Dive Gear and  Accessories  - SHERPA,  HELO  systems,  Rapid Entry System (RES),
Garment  Integrated  Personal  Flotation  Device  (GI-PFD),  Fast float  system,
Personal Life raft,  Surf shuttle,  lift bags,  and various other safety related
accessories.

CUSTOMERS

      We are predominantly a wholesale distributor to retail dive stores, marine
stores,  and shipyards.  This includes  approximately  517  independent  Brownie
dealers.  We retail our products to including,  but not limited to, boat owners,
recreational  divers and  commercial  divers.  Our largest  customer and Brownie
dealer is Brownie's Southport Diver's, Inc. (BSD), a related entity owned by the
brother of Robert Carmichael,  the Company's Chief Executive  Officer.  Sales to
BSD for the years ended December 31, 2005 and 2004 represented, 18.3% and 21.7%,
respectively,  of total  Company  sales.  No other single  customer  represented
greater than 10% of net revenues for standard business of a re-occurring nature.
While  individual  custom  tankfill  system sales may  periodically  represent a
concentration of revenue, sales of this type are of a non-reoccurring nature.


                                       4
<PAGE>

RAW MATERIALS

      Principal raw materials for our business  include  machined  parts such as
rods, pistons, bearings; hoses; regulators;  compressors; engines; high-pressure
valves and  fittings;  sewn goods;  and various  plastic parts  including  pans,
covers,  intake staffs, and quick release  connections.  Principal  suppliers of
these  materials  to us are  Kuriyama,  Advantage  Plastics  of New York,  Gates
Rubber, Ocean Divers Supply,  Anderson Metals, East Coast Plastics, Mile Marker,
Center Star, Bauer, Leeson Electric,  Sagittarius,  Campbell Hausfield,  Roberts
Supply,  Robin America  Subaru,  and Florida Fluid Systems  Technology Inc. Most
materials are readily  available from multiple  vendors.  Some materials require
greater  lead times than  others.  Accordingly,  we strive to avoid out of stock
situations through careful monitoring of these inventory lead times, and through
avoiding single source vendors whenever possible.

COMPETITION

      We consider the most significant competitive factors in our business to be
low  prices,  shopping  convenience,  the  variety  of  available  of  products,
knowledgeable  sales personnel,  rapid and accurate  fulfillment of orders,  and
prompt customer service.  We currently  recognize one significant  competitor in
hookah sales and two  significant  competitors in high pressure  tankfill sales.
Products  from  the  hookah  competitor  and  those  from  one of  the  tankfill
competitors  are very similar to ours as the  principals in both received  their
training in the industry  from Trebor.  The Company's  other  competitor in high
pressure  tankfill  is a  large  multi-national  company  that  does  not  offer
significant   customization,   thereby  we  believe  reducing  our  head-to-head
competition in many cases. We believe we do not have significant  competitors in
the Brownie's Tankfill line of high-end custom yacht packages.

      Overall,  we are  operating in a moderately  competitive  environment.  We
believe that the price  structure  for all the products we  distribute  compares
favorably  with the majority of our  competitors  based on quality and available
features.  While certain of our  competitors  offer lower prices on some similar
products,  we  believe  that few can  offer  products  and  services  which  are
comparable  to  those  of ours in  terms  of  convenience,  available  features,
reliability,  and quality. In addition,  most of our competitors offer only high
or low-pressure products and services where we are able to fulfill both needs.

PERSONNEL

      We currently  have  fourteen  (14) full time  employees at our facility in
Fort  Lauderdale,  Florida,  seven  (7) are  classified  as,  administrative  or
management, and seven (7) are classified as non-exempt factory or administrative
support. We utilize consultants when needed in the absence of available in-house
expertise. Our employees are not covered by a collective bargaining agreement.

SEASONALITY

      The current main product categories of our business,  Brownie's Third Lung
and Brownie's  TankFill,  are seasonal in nature.  The peak season for Brownie's
Third  Lung's  products is the second and third  quarters of the year.  The peak
season for Brownie's TankFill's products is the fourth and first quarters of the
year.  Since  the  seasons  compliment  one  another,   we  are  able  to  shift
cross-trained factory and warehouse personnel between the two product categories
as needed. Thus, the Company is able to avoid down time normally associated with
seasonal business.


SOME OF THE COMPANY'S PRODUCTS IN DEPTH

      A.  SURFACE  SUPPLIED AIR SYSTEM:  The Company  produces a line of Surface
Supplied Diving  products,  commonly called hookah systems.  These systems allow
one to four  divers to enjoy the marine  environment  up to 90 feet  without the
bulk and weight of conventional SCUBA-gear.  We believe that hookah diving holds
greater  appeal to families with  children of diving age than does  conventional
SCUBA.  The reduction of weight by eliminating  the tank allows smaller  divers,
especially children,  to participate more actively and enjoyably.  The design of
our product also reduces the effort  required to both  transport  and use it. We
believe  the  PELETON(TM)  Hose  System   revolutionizes   hose  management  for
recreational surface supplied diving. It reduces the work required of any single
diver by  dispersing  the load over the entire  group.  We use a single,  larger
diameter hose as a main downline with up to four  individual  hoses  attached to
it.  This  configuration  not  only  reduces  the  weight  and  bulk of the hose
required, but also reduces drag and entanglement. An entire line of deck-mounted
systems is available for  commercial  applications  that demand  extremely  high
performance.  In addition to the  gasoline-powered  units,  a series of electric
powered  systems is also  available  for light to  commercial  duty.  Powered by
battery for  portability  or  household  current for  virtually  unlimited  dive
duration,  these units are used  primarily by  businesses  that work in a marine
environment.


                                       5
<PAGE>

      B.  E-REEL AND  BUILT-IN  BATTERY  SYSTEMS:  Taking  convenience  one step
further,  the Company has  developed  two surface  supplied air products to make
boat diving even easier.  The Built-in  Battery System builds a battery  powered
electric   unit  into  the  boat,   eliminating   the  need  to  transport   the
compressor/motor assembly. The need for a flotation tube is also removed, as the
boat itself serves in that capacity.  The E-Reel  advances this idea by adding a
reel system to provide  compact  storage of up to 150 feet of hose.  Boaters can
perform  their  own  in-water  maintenance  and  inspections,  or just  dive for
enjoyment. The hose is manually pulled from the reel supporting up to two divers
to a depth of fifty feet. When the dive is complete,  the hose is  automatically
recoiled and stowed by the simple activation of a switch.

      C. KAYAK DIVING HOSE KITS:  This product  allows the use of a conventional
SCUBA cylinder,  but does not require the diver to wear it. The cylinder remains
above the  surface,  in a kayak or boat,  and a hose ranging from 20 to 150 feet
allow the diver to explore the surrounding area.

      D.  DROP  WEIGHT  CUMMERBELT:  The  patented  Drop  Weight  Cummerbelt  is
available with all our diving  systems,  and brings a new dimension to weighting
systems. The belt will accommodate waist sizes from 24 to 54 inches and is depth
compensating.  It features two pockets,  each capable of holding up to 10 pounds
of block or shot weight.  Each pocket can be  instantly  release by either hand,
allowing the diver to achieve positive  buoyancy in an emergency while retaining
the belt  itself.  Additionally,  the design of this belt  provides for expanded
capability. By adding an optional sleeve that zips onto the back of the belt, an
egress,  or bailout system,  can be added.  The Egressor Add-on Kit contains the
sleeve, a 6 or 13 cubic foot SCUBA cylinder, and a SCUBA regulator.  In addition
to the added safety  inherent in this  design,  many other uses for this present
themselves,  such as  propeller  clearing,  overboard  item  retrieval  and pool
maintenance, to name only a few.

      E. BELL BOTTOM FLAG BAG (BBFB):  Is what we believe to be a unique product
providing the diver with a collection bag at depth, a marker  (floating flag) at
the surface and a lifting  device  independent of the diver as well as an ascent
safety  device.  This  product  allows the diver to minimize  the amount of gear
needed for safety or the harvest of seafood.

      F. BC KEEL COUNTERWEIGHT  SYSTEM: Is what we believe to be a revolutionary
ballast  system  designed  to offset the  inherent  buoyancy of a SCUBA tank and
provide the diver with a more reliable `face -up' surface position. According to
statistics  obtained from the Diver's Alert Network (DAN), more than half of the
100 average  annual  fatalities in the  recreational  dive industry occur at the
surface,  usually after another series of distressing events. Until now the dive
industry   has  ignored   the  problem  out  of  fear  of  assuming   additional
responsibility.  However,  all major dive  equipment  manufacturers  support the
disclaimer inside the divers vest that reads " this buoyancy  compensator is not
a life  vest,  do not rely  upon it to keep  your  face  out of the  water in an
unconscious  event".  With the  approval  (Sept.  1996)  by the USCG for  purely
inflatable  life vest, the disclaimer has quickly become  unreliable as a method
of  litigious  defense.  Our  tests  show that most  typical  diver's  vest will
outperform  the criteria  required of the new USCG "TYPE III" PFD when  properly
ballasted.  The product received the "Editor's Choice" award in the October 1997
issue of the  industry's  largest  publication  (Skin Diver).  This is the first
piece of  significant  exposure  directed to the diving  public.  We believe the
actual  market size for this product is  tremendous.  Approximately  700,000 new
divers  are  trained  every  year  in  this  country  alone   according  to  the
Professional  Association  of  Dive  Instructors  (PADI).  Our  product  has the
technical and affordable potential to become the "primary ballast system" on the
majority of those  divers.  We also believe the total 1.6 to 2.9 million  active
scuba divers,  the number of active divers  according to PADI, is also likely to
be converted over the coming years as the trend is  established.  The other most
formidable obstacle to success of this incredible invention is lack of exposure.
Simple print and web advertising  combined with significant  sample placement in
the hands of the educator of our industry can likely cure this most rapidly. The
soft version of the BC KEEL allows the diver to choose between 1 and 8 pounds of
fixed  ballast  securely  fastened  to the tank in such a position  as to create
maximum  rotational  efficiency with the absolute  minimum of weight.  There are
four most popular items that almost ALL divers buy before the completion of Open
Water I Certification:  Mask,  Snorkel,  Fins, and Weight system,  because these
items are affordable, small, universal, and most importantly PERSONAL.

      G.  TANKFILL  COMPRESSORS:  Many yacht  owners enjoy the  convenience  and
freedom of filling their own diving tanks with air, NITROX or custom mixed gases
while out on cruise,  freeing them from carrying extra  cylinders or the need to
locate  a  reputable  source  in  various   ports-of-call.   Brownie's  Tankfill
specializes in the design and installation of high-end custom systems to do just
that.  From  surveying  the  vessel  for  installation  requirements  to  custom
fabrication  of the  necessary  components,  Tankfill  provides all the services
necessary to satisfy this market.  Tankfill is currently exploring relationships
with yacht builders to allow shipyards to market and sell the Brownie's Tankfill
systems.  We  believe  that every  large  vessel  currently  in  service,  being
re-fitted or built, is a potential  customer.  Reaching those customers  through
OEM  relationships  has become our goal,  and efforts will be made in the coming
months  to  realize  it.  Our  light  duty  compressor,   the  Marine  Basic  is
specifically  designed and built to withstand  the marine  environment  with all
components  and hardware  impervious to spray from the  elements.  The Yacht Pro
series contains models for both medium-duty  applications,  such as recreational
divers  and small  groups,  and  heavy-duty  use as found on  research  vessels,
commercial operations and live-aboard dive boats. All Yacht Pro models come with
the Digital  Frequency  Drive,  which is a Brownie's  Tankfill  innovation.  The
Digital Frequency Drive eliminates the spike previously  experienced in starting
the compressor,  eliminating the need to ration the boat's  electrical  usage by
shutting down  components  when the compressor is needed.  Brownie's  utilizes a
AutoCAD industrial drawing program to design,  engineer and maintain drawings of
its various  products.  Custom  design work is done  in-house for major  product
installations and in conjunction with other entities.

      H.  NITROXMAKER(TM):  We  believe  Nitrox has become the gas of choice for
informed  recreational  diving the world over. What was once only available from
land based gas mixing  facilities  is now easily  accessible to the yacht diver.
With a  Brownie's  NitroxMaker(TM),  the user simply  dials-in a desired  oxygen
level from 21% to 40%, eliminating the need to transport and handle pure oxygen.
The  resulting  diving  gas mix is  monitored  with  digital  oxygen  analyzers,
removing the calculations required to blend or mix the gas.


                                       6
<PAGE>

      I. RAPID ENTRY SYSTEM (RES) AND HELO SYSTEM:  The Brownie's  Public Safety
product  category  exists to address the needs of the public safety dive market.
The inherent speed and ease of donning our Drop Weight  Cummerbelt with Egressor
Add-on  Kit   identified  it  as  an  obvious  choice  for  rapid  response  for
water-related  emergencies.  A first-responder  or officer on-scene can initiate
the location and  extraction of victims while the dive team is en-route,  saving
valuable time and increasing  the changes for survival of victims.  The RES is a
small SCUBA system that can be quickly donned over clothes, usually in less than
sixty  seconds.  Its small size allows it to be stored in areas that would never
accommodate  a full  set of SCUBA  gear.  The 13 cubic  foot  aluminum  tank can
provide up to 15  minutes of air at the  surface.  The air cell  remains  stowed
under the  protective  cover and can be partially  inflated to achieve  positive
flotation.  The cover's  specially  designed  break-away  zipper  bursts open to
provide instant  inflation yet "heals" and can be repacked and fastened  quickly
in the field.  The HELO  offers all the same  features,  but has been  specially
designed and modified for rescue divers working from helicopters. By placing the
cylinder in the front and adding leg straps,  the HELO allows  divers to use the
standard seating  configurations.  The advantages of this system over full sized
SCUBA  rigs  are  increased   mobility  for  the  diver  and  diminished   space
requirements  for the gear. Since the bottle is mounted at the diver's waist, he
can more  easily  control  his gear  during  deployment,  further  adding to the
comfort and safety.

MARKET DATA

      The Company  operates  in both the SCUBA  Diving  Industry  and the Marine
Industry. The following is general market data for both:

      SCUBA DIVING INDUSTRY

      The  following  data is  based on  information  reported  on  Professional
Association of Dive Instructor's (PADI) website,  www.padi.com,  as of March 15,
2006:  PADI  certifies 60% of all new divers in the United  States.  PADI issued
526,904 new divers certifications worldwide in 2000 (the most recent information
available).  (Thus, per our extrapolation,  an estimated 878,173 new divers were
certified by all the training  agencies  collectively  worldwide in 2000).  PADI
estimates  that the range of active  divers in the United States ranges from 1.6
million to 2.9 million based on data it collected.  Per PADI, the largest number
of SCUBA  certifications  completed  each year in the United  States has been in
Florida.  Also, per PADI's  statistics,  the number of certifications  issued by
PADI each year has increased consistently since 1967.

      MARINE INDUSTRY

      The following data is based on information  provided on the website of the
National Marine Manufacturers Association (NMMA), www.nmma.org,  as of March 15,
2006: As of 2004 it was estimated that there were a total of 17.61 million boats
in use in the United States.  Recreational boating contributed approximately $33
billion to the  nation's  economy,  up more than 8% from 2003.  Sales  growth of
recreational boats continued to outpace U.S. economic growth in 2004, increasing
an average of 8%  annually  since  1997,  when  compared  to the Gross  Domestic
Product,  which averaged 3.4% annual growth during the same period. Of the boats
in use during 2003,  12.79  million  were  registered.  Of this amount,  Florida
captured the number  three  ranking  with  939,968  registrations  among all the
states.  Total dollars spent on new power boats,  motor,  trailers and accessory
purchases in 2004 was $15.40  billion with Florida  ranking number one among all
the states capturing $2.11 billion of this market. Total dollars spent on marine
aftermarket  accessory purchases alone was $2.42 billion. Of this amount,  again
Florida  ranked number one among all the states  capturing  $305 million of this
market. The products the Company sells would generally be considered part of the
marine aftermarket accessory category.  From 2003 to 2004 the marine aftermarket
accessory  market has grown from $2.12 billion to $2.42 billion,  or an increase
of 14.15%. Over the past seven years aftermarket  accessories sales have doubled
from $1.2 billion in 1997 to $2.4 billion in 2004.


                                       7
<PAGE>

PRODUCT TARGET MARKETS

      The Company  sells a variety of products  that fall  primarily  into three
categories,  Brownie's  Third Lung,  Brownie's  Tankfill,  and Brownie's  Public
Safety  Diving.  While all of our  offerings  are  marine  based,  each  product
category targets a slightly  different  consumer and approaches its target group
in a different manner.  Due to the common water-based theme, some of the markets
will  overlap,  thereby  qualifying  the same  customer  for more than one major
product.  Although  the United  States and  predominantly  Florida have been our
market focus, we continue to search for and establish  distributors in Australia
and Europe for all of our products.

      Brownie's Third Lung, the Surface  Supplied Air or hookah product category
has both retail and wholesale groups.  We believe that a significant  portion of
the 939,968  registered boat owners in Florida as reported by NMMA are potential
customers  for our  recreational  systems.  In past years our  product  was more
likely to reach them through SCUBA diving  retailers.  In mid 2005, in an effort
to expand our Scuba diving retailer market and to reach  additional,  non-diving
consumers,  the Company  implemented a web-based  training program to expand the
availability  of our product to marine  retailers who cater,  for the most part,
specifically to boaters.

      Brownie's  Tankfill  targets a similar group, the boating  community,  but
concentrates  its  attention on boats over 30 feet in length.  We have enjoyed a
measure of success by approaching the consumer  directly.  We have begun to reap
reap greater  benefits in this product  category by  establishing  relationships
with boat yards building  luxury vessels  throughout the world.  To that end, we
have established an OEM policy and pricing  structure to offer to boat builders.
As of the end of 2005 three boat  builders had signed up for this program and we
anticipate  more will as we continue to approach them in 2006.

      Our newest market is that for  Brownie's  Public  Safety  Diving.  We have
identified municipalities and government agencies, both in the United States and
abroad,  as our primary  consumer.  In July 2005,  we entered  into an agreement
establishing  Global Secure  Safety  Products,  Inc. as our exclusive  North and
South American  distributor for the Rapid Entry System (RES) mini scuba product,
which is being sold  exclusively  in these markets under the Global Secure brand
as the Global  Secure  Rescue Pac.  The RES is part of our public  safety  sales
product category.

TRADENAMES AND PATENTS

      TRADENAMES

      The Company has licensed  from two  entities in which the Chief  Executive
Officer has an ownership interest, the exclusive use of the following registered
and unregistered  tradenames,  trademarks  and  service  marks  for the terms of
their  indefinite  lives:  Brownie's  Third  Lung,  browniedive.com,  Brownie's,
Brownie's  Third   Lung   oval  symbol,  browniedive,  NitroxMaker,  HELO,  RES,
fast float rescue harness, tankfill.com, browniestankfill, browniestankfill.com,
browniespublicsafety.com,   and   browniespublicsafety,   Peleton  Hose  System,
Twin-Trim, Kayak Diving Hose Kit, Bell Bottom Flag Bag, and Brownie's Dogsnare.

      The Company has licensed from an entity that the Chief  Executive  Officer
has an ownership interest, the non-exclusive use of the following registered and
unregistered  trademarks,  trade names, and service marks for the terms of their
indefinite lives:  SHERPA, BC keel, and Garment  Integrated  Personal  Flotation
Device (GI-PFD).

      PATENTS

      The  Company  has  licensed  from two  entities  that the Chief  Executive
Officer has an ownership interest, the non-exclusive use of the following issued
and pending Patents for the terms of their  respective  lives ranging from 10 to
20 years:

      ISSUED: Drop Weight Dive Belt (Drop Weight Cummerbelt), Combined Life Vest
Buoyancy  Compensator  (BC/PFD and Separating Life Vest),  Water Safety Survival
System  (Non-Releasable Tank Mounted Counterweight and Weight Ballasting Systems
note: includes BC Keel), Separating Life Vest Multifunction Buoyancy Compensator
(MC/PFD and Continuation in Part to the Water Safety Survival  System),  Garment
Integrated  Personal  Flotation  Device  (GI-PFD),  and  Inflatable  Dive Marker
Collection Bag (Bell Bottom Flag Bag).

      PENDING:  Break Away Keel with  Neutralizing  Buoyancy Offset (Advanced BC
Keel Design), and SHERPA.

MARKETING

      PRINT LITERATURE, PUBLIC RELATIONS, AND ADVERTISING

      We have in-house graphic design and public relations departments to create
and  maintain  product  support  literature,   catalogs,   mailings,   web-based
advertising,  newsletters, editorials, advertorials, and press releases. We also
target  specific  markets by  selectively  advertising in journals and magazines
that we believe reach our potential customers.


                                       8
<PAGE>

      TRADESHOWS

      In 2005 and 2004,  the Company was  represented  at the  following  annual
trade shows: Miami Yacht and Brokerage Show, Fort Lauderdale  International Boat
Show, and International Boat Exhibitors Exchange (IBEX).

      WEBSITES

      The Company has several web sites: www.browniedive.com,  www.tankfill.com,
and www.browniespublicsafety.com. Additionally, all our products are marketed on
our primary customers' website. In addition,  to these websites,  numerous other
websites have quick links to the Company's websites.  Our products are available
domestically and  internationally.  Internet sales and inquiries are on the rise
as the newest  preferred  method of many customers,  particularly  International
customers.

DISTRIBUTION

      Our products are distributed to our customers primarily by common carrier.

EXPANSION GOAL

      The Company has expanded in the past through  internal  growth.  Should an
opportunity arise in the future for a business  acquisition that we believe will
complement  our  business  strategically  or expand  our market  share,  we will
evaluate its feasibility at that time.

PRODUCT RESEARCH AND DEVELOPMENT (R&D)

      We  continuously  work to provide our customers with both new and improved
products.  We offer  research and  development  services to not only the related
entities we license our patents and trademarks from, but also to other customers
as well. R&D services for customers and the related entities are invoiced in the
normal course of business.  In addition, we are working on internal research and
development  projects  toward the goal of developing  some of our own patentable
products.  Research and  development  costs for the year ended December 31, 2005
and 2004, were $18,730 and $73,280, respectively.

GOVERNMENT REGULATIONS

      The SCUBA  industry  is  self-regulating;  therefore,  the  Company is not
subject to government industry specific  regulation.  Nevertheless,  the Company
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.  The Company 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 the
Company's  operation and  profitability  will not be subject to more restrictive
regulation or increased  taxation by federal,  state,  or local  agencies in the
future.

ITEM 2.  DESCRIPTION OF PROPERTY

      The corporate headquarters, factory and distribution center of the Company
are located at 936/940 NW 1st Street,  Ft.  Lauderdale,  FL 33311.  The facility
that is  leased  from an entity in which  the  Chief  Executive  Officer  has an
ownership interest contains  approximately  16,000 square feet of space of which
approximately  7,500  square feet is office,  and the  remainder  is factory and
warehouse  space.  The lease expires in April 2013 and has three 5-year  renewal
options. We believe that the facilities are suitable for their intended purpose,
are being efficiently  utilized and provide adequate capacity to meet demand for
the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.


                                       9
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The Company's common stock began trading on the Over-the-Counter  Bulletin
Board on March 24,  1998,  under the  symbol  "GFIO." On July 22,  1999,  Avid's
symbol was changed to "AVSG." On December 2, 1999,  Avid's  common  stock was no
longer eligible for quotation on the Over-the-Counter Bulletin Board because the
Securities  and  Exchange  Commission  as of  that  date  had not  declared  the
Company's Registration  Statement on Form 10-SB effective.  On that date, Avid's
common stock began trading on the "pink sheets." Avid began trading again on the
Over-the-Counter  Bulletin  Board,  May 9, 2000. On May 28, 2003,  Avid's common
stock was no longer  eligible  for  quotation on the  Over-The-Counter  Bulletin
Board  because the Company was not current in its required  filings  pursuant to
the Securities  Exchange Act of 1934, as amended.  On January 2, 2004,  United's
symbol was changed to "UCPJ." On September 24, 2003, United's common stock began
trading again on the Over-the-Counter Bulletin Board. The Company's high and low
bid prices by quarter during 2005, 2004 and 2003 are as follows(1):

                                                 CALENDAR YEAR 2005(2)
                                            -----------------------------
                                             HIGH BID            LOW BID
                                            ----------         ----------
            First Quarter                   $    0.023         $    0.007
            Second Quarter                  $    0.014         $    0.004
            Third Quarter                   $    0.010         $    0.003
            Fourth Quarter                  $    0.007         $    0.002

                                                 CALENDAR YEAR 2004(2)
                                            -----------------------------
                                             HIGH BID            LOW BID
                                            ----------         ----------
            First Quarter                   $   0.1000         $   0.0100
            Second Quarter                  $   0.1750         $   0.0160
            Third Quarter                   $   0.0240         $   0.0120
            Fourth Quarter                  $   0.0130         $   0.0070

                                                 CALENDAR YEAR 2003(2)
                                            -----------------------------
                                            HIGH BID             LOW BID
                                            ----------         ----------
            First Quarter                   $   0.0055         $   0.0010
            Second Quarter                  $   0.0019         $   0.0008
            Third Quarter                   $   0.0010         $   0.0005
            Fourth Quarter                  $   0.0200         $   0.0080


---------------

(1)   These quotations reflect high and low bid prices form the Over-the-Counter
      Bulletin Board and the "pink sheets."

(2)   These  quotations  reflect  inter-dealer  prices,  without retail mark-up,
      mark-down  or  commission,   and  may  not  necessarily  represent  actual
      transactions.


      On March 15,  2006,  the closing  price of our common stock as reported on
the Over-the-Counter Bulletin Board was $0.0089 per share.

HOLDERS OF COMMON STOCK

      As of March 15, 2006, we believe United had in excess of 250  shareholders
of record.


                                       10
<PAGE>

DIVIDENDS

      We have not paid any  dividends on our common stock and do not  anticipate
paying any cash  dividends in the  foreseeable  future.  We intend to retain any
earnings to finance  the growth of the  business.  We cannot  assure you that we
will ever pay cash  dividends.  Whether we pay any cash  dividends in the future
will depend on the financial condition,  results of operations and other factors
that the Board of Directors will consider.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

      Our Articles of Incorporation authorize the issuance of 250,000,000 shares
of common stock,  $0.001 par value per share. As of March 15, 2006,  148,970,677
shares of common stock were issued and outstanding. The following description is
a summary of the capital stock of United and contains the material  terms of the
capital  stock.  Additional  information  can be found in  United's  Articles of
Incorporation and Bylaws.

      Each  holder  of our  common  stock is  entitled  to one vote per share of
common  stock  standing  in such  holder's  name on our  records on each  matter
submitted to a vote of our  stockholders,  except as otherwise  required by law.
Holders of our common  stock do not have  cumulative  voting  rights so that the
holders of more than 50% of the  combined  shares of our common stock voting for
the election of directors may elect all of the directors if they choose to do so
and, in that event, the holders of the remaining shares of our common stock will
not be able to elect any  members  to our  board of  directors.  Holders  of our
common stock are entitled to equal dividends and distributions, per share, when,
as and if  declared  by our board of  directors  from funds  legally  available.
Holders of our common stock do not have  preemptive  rights to subscribe for any
of our  securities  nor  are  any  shares  of our  common  stock  redeemable  or
convertible into any of our other securities. If we liquidate,  dissolve or wind
up our  business  or  affairs,  our  assets  will be divided  up  pro-rata  on a
share-for-share basis among the holders of our common stock after creditors,  if
any, are paid.

SECURED CONVERTIBLE DEBENTURES

      On April 2, 2004,  we issued a Secured  Convertible  Debenture  to Cornell
Capital  Partners,  LP  in  the  principal  amount  of  $250,000.   The  Secured
Convertible  Debenture is convertible into shares of our common stock at 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 Secured  Convertible  Debenture
accrues  interest at a rate of 5% per year and is  convertible  at the  holder's
option. The Secured  Convertible  Debenture has a term of 2 years and is secured
by all the  assets of  United.  At  United's  option,  the  Secured  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.  On July 23, 2004,  United
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.  United has the right to
redeem with fifteen (15) business days advance  notice,  a portion or all of the
outstanding  convertible  debentures.  The redemption price shall be one hundred
twenty percent (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.


                                       11
<PAGE>

      The following table represents conversions by Cornell Capital Partners, LP
under  the  terms of the  Secured  Convertible  Debenture  as of the year  ended
December 31, 2005 for free-trading common stock:

 Conversion Notice       Date of     Conversion $    Conversion $       Number
        Date           Conversion      Amount      Per Share price     of Shares
--------------------------------------------------------------------------------
 February 15, 2005   March 3, 2005        $ 10,000   $ 0.0128            781,250
 March 8, 2005       March 24, 2005         10,000   $ 0.0082          1,219,512
 June 21, 2005       July 15, 2005          10,000   $ 0.0028          3,571,429
 August 3, 2005      September 13, 2005     10,000   $ 0.0025          4,000,000
 September 19, 2005  September 19, 2005     10,000   $ 0.0046          2,173,913
 October 19, 2005    October 19, 2005       10,000   $ 0.0026          3,773,585
 November 14, 2005   November 14, 2005      10,000   $ 0.0023          4,347,826
 December 7, 2005    December 7, 2005        5,390   $ 0.0018          2,994,444
                                          --------                    ----------
                                          $ 75,390                    22,861,959
                                          ========                    ==========

      The following table represents conversions by Cornell Capital Partners, LP
under the terms of the  Secured  Convertible  Debenture  subsequent  to the year
ended December 31, 2005 for restricted common stock:

 Conversion Notice       Date of     Conversion $    Conversion $       Number
        Date           Conversion      Amount      Per Share price     of Shares
--------------------------------------------------------------------------------

 January 6, 2006    February 2, 2006      $ 10,000   $ 0.0016          6,250,000
 February 10, 2006  March 7, 2006           10,000   $ 0.0032          3,125,000
 March 1, 2006      March 7, 2006           10,000   $ 0.0032          3,125,000
                                          --------                    ----------
                                          $ 30,000                    12,500,000
                                          ========                    ==========

STANDBY EQUITY DISTRIBUTION AGREEMENT

      On April 2, 2004, we entered into a Standby Equity Distribution  Agreement
with Cornell Capital Partners,  LP. Pursuant to the Standby Equity  Distribution
Agreement, we may, at our discretion,  periodically issue and sell shares of our
common stock for a total  purchase price of $5 million.  If we request  advances
under the Standby Equity Distribution  Agreement,  Cornell Capital partners will
purchase  shares of common  stock of United  for 95% of the lowest  closing  bid
price on the Over-the-Counter  Bulletin Board or other principal market on which
our common  stock is traded for the 5 days  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. On July
16, 2004, we filed a registration  statement on Form SB-2 registering  shares of
common stock pursuant to the Standby Equity Distribution  Agreement. On July 23,
2004  the  Form  SB-2  registration  statement  was  declared  effective  by the
Securities  and Exchange  Commission,  thus allowing us access to advances under
the Standby Equity Distribution Agreement. As of March 15, 2006, the Company had
not taken any draws against the Standby Equity Distribution Agreement.

OPTIONS AND WARRANT

      Effective January 1, 2005, we entered into a two-year consulting agreement
for management  and strategic  services.  In addition to the monthly  consulting
fee, the agreement  provides for warrants to purchase  28,571,428  shares of the
Company's  common stock.  The exercise price of the warrants is $.007 per share,
which  equaled the bid/ask  price of the  Company's  common  stock on January 1,
2005, the effective  date of the agreement.  The rights to exercise the warrants
shall vest in four equal  tranches  of  7,142,857  common  shares at six months,
twelve months,  eighteen months, and twenty-four months. The warrants expiration
date is twenty-four  months after the vesting date.  Further,  the warrants have
"piggy-back"  registration  rights and  provide  for  either a cash or  cashless
exercise.  The cashless exercise provision provides for a discount in the amount
of shares to be issued  upon 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.  We 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.  As of  December  31,
2005,the rights to exercise 14,285,714 had vested under the consulting agreement
and no warrants had been exercised.

                                       12
<PAGE>

TRANSFER AGENT

      The  transfer  agent for our common  stock is Transfer  Online,  Inc.,  of
Portland, Oregon, and its telephone number is (503) 227-2950.

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

      Our  Articles of  Incorporation,  as well as our  By-Laws  provide for the
indemnification of directors,  officers, employees and agents of the corporation
to the fullest extent provided by the corporate laws of the State of Nevada,  as
well as is  described in the Articles of  Incorporation  and the By-Laws.  These
sections  generally provide that the Company may indemnify any person who was or
is a party to any threatened,  pending or completed  action,  suit or proceeding
whether civil, criminal, administrative or investigative except for an action by
or in right of the  corporation by reason of the fact that he or she is or was a
director,  officer,  employee  or  agent  of  the  corporation.   Generally,  no
indemnification may be made where the person has been determined to be negligent
or guilty of misconduct in the performance of his or her duties to the Company.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to directors,  officers or  controlling  persons of United,
pursuant to the foregoing provisions,  or otherwise,  we have been advised that,
in the opinion of the Securities and Exchange  Commission,  such indemnification
is against  public policy as expressed in the  Securities  Act of 1933,  and is,
therefore, unenforceable.


ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION  AUTHORIZED
AND UNISSUED STOCK

      The authorized  but unissued  shares of our common stock are available for
future issuance without our shareholders' approval.  These additional shares may
be utilized for a variety of  corporate  purposes  including  but not limited to
future  public  or  direct  offerings  to raise  additional  capital,  corporate
acquisitions and employee incentive plans.

SALES OF UNREGISTERED SECURITIES

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

      On April 2,  2004,  we  issued  2,416,667  shares of our  common  stock to
Cornell Capital Parnters,  LP as a commitment fee pursuant to the Standby Equity
Distribution  Agreement,  dated April 2, 2004, by and between United and Cornell
Capital Partners, LP.

      On April 2, 2004, we issued 83,333 shares of our common stock to Newbridge
Securities  Corporation as a placement  agent fee in connection with the Standby
Equity  Distribution  Agreement,  dated April 2, 2004, by and between United and
Cornell Capital Partners LP.


                                       13
<PAGE>

      On April 2, 2004,  we issued a Secured  Convertible  Debenture  to Cornell
Capital  Partners,  LP in the  principal  amount of  $250,000.  The  convertible
debenture  is  convertible  into shares of our common stock as a price per share
that is equal to the lesser of: (i) an amount  equal to 120% of the  closing bid
price of our cowman 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 and is secured by all the assets of united.  At United's option,
the  convertible  debenture may be paid in cash or converted  into shares of our
common stock unless  converted  earlier by the holder.  Except after an event of
default,  as set forth in the Secured  Convertible  Debenture,  Cornell  Capital
Partners LP 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. United has the
right to redeem within fifteen (15) business days advance  notice,  a portion or
all of the outstanding convertible debenture.  The redemption price shall be one
hundred twenty percent (120%) of the redeemed amount plus accrued  interest.  In
addition,  if  United  avails  itself of the  redemption  right,  United  shall,
concurrent with the redemption, issue warrants to the holder at a rate of 50,000
per $100,000  redeemed,  pro-rata.  The exercise  price of the warrants shall be
120% of the closing bid price of United's  common stock on the closing date. The
warrants  shall  have  "piggy-back"  and  demand  registration  rights and shall
'survive for two (2) years from the closing date.

      On April 14, 2004,  United  issued  500,000  shares to Earl  Ingarfield in
connection with a consulting agreement dated January 15, 2004.

      On July 23,  2004,  we issued a Secured  Convertible  Debenture to Cornell
Capital  Partners LP in the principal amount of $125,000 upon the same terms and
conditions  as the Secured  Convertible  Debenture  in the  principal  amount of
$250,000  issued to Cornell Capital  Partners,  LP on April 2, 2004 as described
above.

      On January 1, 2005,  we entered into a two-year  consulting  agreement for
management and strategic  services.  In addition to the monthly  consulting fee,
the  agreement  provides  for  warrants  to  purchase  28,571,428  shares of the
Company's  common stock.  The exercise price of the warrants is $.007 per share,
which  equaled the bid/ask  price of the  Company's  common  stock on January 1,
2005, the effective  date of the agreement.  The rights to exercise the warrants
shall vest in four equal  tranches  of  7,142,857  common  shares at six months,
twelve months,  eighteen months, and twenty-four months. The warrants expiration
date is twenty-four  months after the vesting date.  Further,  the warrants have
"piggy-back"  registration  rights and  provide  for  either a cash or  cashless
exercise.  The cashless exercise provision provides for a discount in the amount
of shares to be issued  upon 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.  We 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.  As of  December  31,
2005,the rights to exercise 14,285,714 had vested under the consulting agreement
and no warrants had been exercised.

      On  February 6, 2006,  Cornell  Capital  Partners LP was issued  6,250,000
shares of restricted  common stock  representing a $10,000  conversion under the
terms of the Secured Convertible Debenture.

      On March 7, 2006,  Cornell Capital Partners LP was issued 6,250,000 shares
of restricted common stock  representing a $20,000 conversion under the terms of
the Secured Convertible Debenture.

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

REGISTRATION OF STOCK ON FORM SB-2

      On July 16, 2004, the Company filed a registration  statement on Form SB-2
registering  140,500,00  shares of common stock underlying  secured  convertible
debentures and shares of common stock pursuant to a Standby Equity  Distribution
Agreement,   dated  April  2,  2004  with  Cornell  Capital  Partners,  LP.  The
registration  statement was declared  effective by the  Securities  and Exchange
Commission on August 6, 2004.


                                       14
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

OVERVIEW

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

      Since April 16,  2004,  Mr.  Carmichael  has served as  President,  Acting
Principal  Accounting Officer and Acting Chief Financial Officer of the Company.
From  March 23,  2004 to April  26,  2004,  Mr.  Carmichael  served as  United's
Executive  Vice-President  and  Chief  Operating  Officer.  Mr.  Carmichael  has
operated Trebor  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.

      The Company  designs,  tests,  manufactures  and distributes  recreational
hookah diving,  yacht based scuba air compressor and Nitrox Generation  Systems,
and scuba and water safety products through its wholly owned subsidiary  Trebor.
United sells its products both on a wholesale and retail basis, and does so from
its headquarters and  manufacturing  facility in Fort Lauderdale,  Florida.  The
Company does business as (dba) Brownie's Third Lung, the dba name of Trebor.

FINANCIAL PERFORMANCE

      United has a history of losses. Trebor acquired by share exchange on March
23, 2004, has historically  had both profitable and unprofitable  years. For the
years ended December 31, 2005 and 2004,  United  sustained losses of $96,310 and
$510,922, respectively, which includes United's wholly-owned subsidiary Trebor.

SIGNIFICANT ACCOUNTING POLICIES

      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 a wide variety of estimates and  assumptions  that
affect (i) the reported  amounts of assets and  liabilities  and  disclosure  of
contingent  assets and  liabilities as of the date of the financial  statements,
and (ii) the  reported  amounts of revenues and  expenses  during the  reporting
periods  covered by the financial  statements.  Our management  routinely  makes
judgments  and  estimates  about  the  effect  of  matters  that are  inherently
uncertain.  As the number of  variables  and  assumptions  affecting  the future
resolution of the  uncertainties  increases,  these  judgments  become even more
subjective and complex.  We have identified certain accounting policies that are
most important to the portrayal of our current  financial  condition and results
of operations. Our significant accounting policies are as follows:

                                       15
<PAGE>

      Inventory  - Inventory  is stated at the lower of cost or market.  Cost is
principally  determined by using the average cost method that  approximates  the
first-in,   first-out  (FIFO)  accounting  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.

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

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

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

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

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

      Advertising  and  marketing  costs - The  Company  recognizes  advertising
expenses in accordance with Statement of Position 93-7 "Reporting on Advertising
Costs." Accordingly,  the Company expenses the costs of producing advertisements
at  the  time  production  occurs,  and  expenses  the  costs  of  communicating
advertisements  in the period in which the advertising space or airtime is used.
Advertising  and trade show  expenses  incurred for the year ended  December 31,
2005 and 2004, were $49,974, and $61,158, 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  December  31,  2005,  the  Company has  available  a net  operating  loss
carryforward  that will expire in 2024. The Company has  established a valuation
allowance for 50% of the tax benefit of the operating  loss carryover 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.


                                       16
<PAGE>

      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.  Adoption of SFAS No. 123
revised  during the year ended  December 31, 2004 had no  significant  financial
impact.

The Company  did not issue any stock,  warrants or  options,  to  employees  for
compensation for the year ended December 31, 2005.

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

      In May 2005, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") No. 154, Accounting Changes
and Error  Corrections - a replacement  of APB Opinion No. 20 and FASB Statement
No.  3. The  statement  changes  the  requirements  for the  accounting  for and
reporting of a voluntary change in accounting principle.  The Statement requires
retrospective  application of prior periods'  financial  statement of changes in
accounting  principle,  unless  it is  impracticable  to  determine  either  the
period-specific  effects  or the  cumulative  effect of the  change.  When it is
impracticable to determine the  period-specific  effects of an accounting change
on one of more individual  periods  presented,  this Statement requires that the
new accounting principle be applied to the balances of assets and liabilities as
of the beginning of the earliest period for which  retrospective  application is
practicable and that a  corresponding  adjustment be made to the opening balance
of retained earnings (or other appropriate components of equity or net assets in
the statement of financial  position) for that period rather than being reported
in an income  statement.  When it is  impracticable  to determine the cumulative
effect of applying a change in accounting  principle to all prior periods,  this
Statement  requires that the new  accounting  principle be applied as if it were
adopted prospectively from the earliest date practicable.  The Statement carries
forward  the without  change the  guidance  contained  in APB opinion No. 20 for
reporting the correction of an error in previously issued financial  statements,
a change in  accounting  estimate,  and guidance  regarding  justification  of a
change in accounting  principle on the basis of preferability.  The Statement is
effective for all fiscal years  beginning after December 31, 2005. As allowed by
the  Statement,  the  Company  adopted  early  application  in June 2005 with no
significant financial impact.


                                       17
<PAGE>

      In  March,  2005,  the FASB  issued  Summary  of  Interpretation  No.  47,
Accounting for Conditional  Asset Retirement  Obligations - an interpretation of
FASB Statement No. 143. The Interpretation  clarifies that the term "conditional
asset retirement  obligation" as used in FASB Statement No. 143,  Accounting for
Asset  Retirement  Obligations,  refers to legal  obligation to perform an asset
retirement  activity  in which the  timing  and (or)  method of  settlement  are
conditional  on a future  event  that may or may not be  within  control  of the
entity.  The  Interpretation  directs that the entity is required to recognize a
liability for the fair value of the conditional  asset retirement  obligation if
the fair value of the liability can be reasonably estimated. The fair value of a
liability for the conditional  asset retirement  obligation should be recognized
when incurred - generally upon  acquisition,  construction,  or development  and
(or)  through the normal  operation  of the asset.  The  Interpretation  further
clarifies  when an  entity  would  have  sufficient  information  to  reasonably
estimate the fair value of an asset retirement obligation  acknowledging that in
some  cases  this  information  may  not be  available.  The  Interpretation  is
effective no later than the end of the fiscal  years  ending after  December 15,
2005  (December  31, 2005 for calendar year  enterprises).  As encouraged by the
FASB, the Company elected early  application of this  Interpretation in the year
ended December 31, 2005 without significant financial impact.

      In December  2004,  the FASB issued 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  elected  early  adoption of SFAS No. 123
during the year ended December 31, 2004 without  significant  financial  impact.
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.

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

      In 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.

      In  December  2003,  the FASB  issued  Interpretation  No.  46  revised  ,
Consolidation of Variable  Interest  Entities,  an  interpretation of Accounting
Research Bulletin No. 51, Consolidated Financial Statements.  The Interpretation
addresses  consolidation by business  enterprises of variable  interest entities
and was  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 the  Interpretation  during the year ended
December 31, 2004 with no significant financial impact.

      The following discussion and analysis of the Company's financial condition
and results of operations  are based upon the Company's  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States.  The  preparation  of these  financial
statements  requires the Company to make estimates and judgments that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure of  contingent  assets and  liabilities.  On an on-going  basis,  the
Company  evaluates  its  estimates,  including  those  related to allowance  for
doubtful  accounts  and  deferred  income  tax  assets.  The  Company  bases its
estimates on historical  experience  and on various other  assumptions  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

RESULTS OF OPERATIONS  FOR THE YEAR ENDED  DECEMBER 31, 2005, AS COMPARED TO THE
YEAR ENDED DECEMBER 31, 2004

      The  following  discussion  of  United's  results of  operations  compares
United's year ended 2005  operations  activities,  which includes the results of
operations for United's wholly-owned  subsidiary Trebor Industries,  Inc., d/b/a
Brownie's Third Lung.


                                       18
<PAGE>

      NET REVENUES. For the year ended December 31, 2005, we had net revenues of
$2,935,869 as compared to net revenues of $2,974,377 for the year ended December
31, 2004, a decrease of $38,508 or 1.29%. Overall core tankfill system sales and
hookah  system  sales were up in 2005.  The slight  decline in overall  sales is
mainly  attributed to the net of the overall  increase in hookah and  non-custom
tankfill sales reduced by the fact that there was an approximate $380,000 custom
tankfill  sale in 2004 that was not repeated in 2005.  While we still had custom
tankfill sales in 2004, they were more numerous but each individually of smaller
magnitude. Overall, the Company is moving toward making all its tankfill systems
more  standardized  and easily  adaptable to a wider range of vessels as part of
its sales  strategy.  The Company  attributes  overall  increases  in the hookah
system sales to  annualized  buy  promotions  offered to dealers in 2005, to its
web-based  training  program that was rolled out in July 2005,  and to concerted
marketing  and sales  efforts,  including  a release in July 2005 of a brand new
catalog  featuring  all  of  our  products.  Non-custom  tankfill  system  sales
increases are mainly attributed to our standalone presence at several boat shows
in 2005 (in earlier years shared booth space with a Brownie  dealer  resulted in
shared tankfill revenues),  three new OEM relationships with yacht-builders,  as
well as the  release  of the  new  catalog  featuring  all of our  products.  In
addition,  we believe that the  Brownie's  Third Lung name  continues to grow in
brand  recognition,  and in addition to gaining new customers  each year, we see
repeat business through brand loyal customers.

      COST OF NET REVENUES. For the year ended December 31, 2005, we had cost of
net revenues of $1,956,269,  as compared with cost of net revenues of $2,020,615
for the year ended  December 31, 2004, a decrease of $64,346 or 3.18%.  This net
decrease is primarily  attributable  to an increase in material costs of $45,178
primarily due to the higher costs of some components used in the assembly of our
hookah  and  tankfill  systems,  a decrease  of in direct  labor of $71,174 as a
result of streamlining  production,  a decrease in overhead of $79,801 primarily
attributable to the discounted royalty fee directly related to product sales, an
increase of $44,679  that  represents  direct  labor that was not  allocated  to
research  and  development  projects  in 2005 that was in 2004 to focus  more on
production rather than research and development in 2005.

      GROSS PROFIT.  For the year ended December 31, 2005, we had a gross profit
of $979,600, as compared to gross profit of $953,762 for the year ended December
31, 2004,  an increase of $25,838 or 2.71%.  Although Net Revenues  were $38,508
less in 2005  than in 2004,  the  decline  was  positively  overshadowed  by the
$64,346 decline in the Cost of Net Revenues from 2004 to 2005.

      OPERATING  EXPENSE.  For the year ended  December 31,  2005,  we had total
operating  expenses  of $999,226  as  compared  to total  operating  expenses of
$1,121,070  for the year ended  December  31,  2004,  a decrease  of $121,844 or
10.87%.  This  decrease is  comprised  of a $54,550  decrease  in  research  and
development and a $67,294 decrease in selling, general and administrative costs.
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 production and generating revenue
instead of R&D during 2005 as compared to 2004  resulting in the  decrease.  The
decrease in selling,  general and administrative expenses is comprised primarily
of  decreases  in  advertising,  travel,  and office  supplies of  approximately
$11,000, $26,000, and $10,000,  respectively. The additional approximate $20,000
decrease is  comprised of  decreases  in most every other  controllable  expense
category  as well.  This too is in line  with the  aforementioned  cost  cutting
measures to improve profitability and cash flow.

      OTHER EXPENSE (INCOME).  For the year ended December 31, 2005 we had other
expense  of $14,898 as  compared  to $87,539 of other  income for the year ended
December 31, 2004, a decrease in other  income,  or an increase of other expense
of $102,437 or 117.02%.  The decrease in other income is primarily  attributable
to the recovery of a fully reserved debt of $76,696,  a reduction to the reserve
for uncollectable accounts of $8,796, and settlement of a tax liability for less
than recorded by $6,113,  all recorded in 2004, whereas in 2005 the largest item
in this  account is a $13,500  expense for a potential  liability  on a disputed
governmental assessment.

      INTEREST  EXPENSE.  For the year ended  December 31, 2005, we had interest
expense of $85,992 as compared to $431,153 for the year ended December 31, 2004,
a decrease of $345,161 or 80.06%.  This  decrease is primarily  attributable  to
recording  approximately  $340,000 in interest  for the  intrinsic  value of the
conversion feature of the two secured  convertible  debentures recorded in 2004,
$285,714 and $55,288  recorded in the second and third  quarters,  respectively.
There were no such transactions in 2005.

      PROVISION FOR INCOME TAX BEFEFIT. For the year ended December 31, 2005, we
had a tax benefit of $24,206 as compared to $0 tax benefit at December 31, 2004,
an increase of $24,206. This increase is primarily attributable to the reduction
of the  valuation  allowance  against net  deferred  tax asset in 2005.  The net
deferred tax asset,  primarily  attributable  to a federal  income tax operating
loss  carryfoward  that originated in the year ended 2004, was fully reserved in
2004.  Since the Company  anticipates  utilizing part of this net operating loss
carryforward  beginning  in  the  year  ended  2005,  and  more  going  forward,
management  changed its estimate of the valuation  allowance  accordingly  which
resulted in the tax benefit of $24,206.


                                       19
<PAGE>

      NET LOSS.  For the year  ended  December  31,  2005,  we had a net loss of
$96,310 as compared to a net loss of $510,922  for the year ended  December  31,
2004, a decrease of $414,612 or 81.15%.  This  decrease is  attributable  to the
decrease in interest expense of $345,161,  the decrease in operating expenses of
$121,844,  the net change in other  expense of  $102,437,  the increase in gross
profit  margin of $25,838,  and the  increase in the tax  provision  for the tax
benefit of $24,206.

LIQUIDITY AND CAPITAL RESOURCES

      As of December  31,  2005,  the  Company  had cash and  current  assets of
$538,413.  As of  December  31,  2005,  we had current  liabilities  of $986,147
consisting  of  accounts  payable  and accrued  liabilities  $465,807,  customer
deposits of $129,131,  other  liabilities  of $50,225,  notes  payable - current
portion  of $9,967,  and notes  payable - related  parties - current  portion of
$31,407, and convertible  debenture $299,601.  As of December 31, 2005, we had a
working capital deficit of $447,734.  It appears that external  financing may 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,  LP. Pursuant to the Standby Equity  Distribution
Agreement, we may, at our discretion,  periodically issue and sell shares of our
common stock for a total  purchase price of $5 million.  If we request  advances
under the Standby Equity Distribution  Agreement,  Cornell Capital partners will
purchase  shares of common  stock of United  for 95% of the lowest  closing  bid
price on the Over-the-Counter  Bulletin Board or other principal market on which
our common  stock is traded for the 5 days  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. On July
16, 2004, we filed a registration  statement on Form SB-2 registering  shares of
common stock pursuant to the Standby Equity Distribution Agreement. On August 6,
2004,  the Form  SB-2  registration  statement  was  declared  effective  by the
Securities and Exchange Commission,  thus allowing us advances under the Standby
Equity Distribution  Agreement.  As of March 15, 2006, the Company had not taken
any draws against the Standby Equity Distribution Agreement.

      As of April 2, 2004, we issued a Secured Convertible  Debenture to Cornell
Capital  Partners,  LP  in  the  principal  amount  of  $250,000.   The  Secured
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 Secured  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 Secured  Convertible  Debenture
accrues  interest at a rate of 5% per year and is  convertible  at the  holder's
option.  The Secured  Convertible  Debenture has a term of 2 years.  At United's
option,  the convertible  debenture may be paid in cash or converted into shares
of our common  stock  unless  converted  earlier by the holder.  Except after an
event of default, as set forth in the Secured Convertible  Debenture be entitled
to convert  such  debenture  for a number of shares of common stock of United in
excess of that number of shares which,  upon giving  effect to such  conversion,
would cause the aggregate number of shares of common stock  beneficially held by
such holder and its  affiliated  to exceed  4.99% of the  outstanding  shares of
common stock of United. On July 23, 2004, we issued a second Secured Convertible
Debenture  in the  principal  amount  of  $125,000,  with  the  same  terms  and
conditions  as the Secured  Convertible  Debenture  issued on April 2, 2004,  as
described above.

CERTAIN BUSINESS RISKS

      The  Company  is subject to  various  risks that 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  occurs,  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 December 31, 2005, we had an accumulated  deficit of
$1,706,901.  For the years ended  December 31, 2005 and 2004,  we incurred a net
loss of  $96,310  and  $510,922,  respectively.  Trebor  incurred  a net loss of
$187,609  for the year  ended  December  31,  2003 and  incurred a net profit of
$2,747 for the year ended December 31, 2002.


                                       20
<PAGE>

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

      WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

      As of  December  31,  2005,  we had  $30,345 of cash on hand and our total
current  assets were  $538,413.  Our  current  liabilities  were  $986,147 as of
December  31,  2005.  We may  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 March 15, 2006,  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  DECEMBER  31,  2005  WERE NOT  SUFFICIENT  TO  SATISFY  OUR  CURRENT
LIABILITIES

      We had a working capital  deficit of $447,734 at December 31, 2005,  which
means that our current  liabilities  as of that date exceeded our current assets
by $447,734. 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
December 31, 2005 were not sufficient to satisfy all of our current  liabilities
on that date.  If our  ongoing  operations  do not begin to  provide  sufficient
profitability to offset the working capital deficit we may have to raise capital
or debt to fund the deficit.

      OUR OBLIGATIONS UNDER THE SECURED CONVERTIBLE DEBENTURES ISSUED TO CORNELL
CAPITAL PARTNERS, L.P. ARE SECURED BY ALL OF OUR ASSETS

      Our obligations under the secured convertible  debentures in the principal
amount of $299,610 issued to Cornell Capital Partners,  LP are secured by all of
our  assets.  As a  result,  if we  default  under  the  terms of these  secured
convertible  debentures,  Cornell  Capital  Partners,  LP  could  foreclose  its
security  interest and  liquidate  all of the assets of the Company.  This would
force us to cease our operations.

      OUR  COMMON  STOCK MAY BE  AFFECTED  BY  LIMITED  TRADING  VOLUME  AND MAY
FLUCTUATE SIGNIFICANTLY

      Our common stock is traded on the  Over-the-Counter  Bulletin Board. Prior
to this  offering,  there has been a limited  public market for our common stock
and there can be no assurance that an active trading market for our common stock
will develop. As a result, this could adversely affect our shareholders' ability
to sell our common  stock in short time  periods,  or  possibly  at all.  Thinly
traded  common stock can be more  volatile than common stock traded in an active
public market. Our common stock has experienced,  and is likely to experience in
the future,  significant  price and volume  fluctuations,  which could adversely
affect the market  price of our common  stock  without  regard to our  operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial  results and changes in the overall economy or the condition of
the  financial  markets  could cause the price of our common  stock to fluctuate
substantially.

      WE MAY NOT BE ABLE TO  ACCESS  SUFFICIENT  FUNDS  WHEN  NEEDED  UNDER  THE
STANDBY  EQUITY  DISTRIBUTION  AGREEMENT  AND THE PRICE OF OUR COMMON STOCK WILL
AFFECT OUR ABILITY TO DRAW DOWN ON THE STANDBY EQUITY DISTRIBUTION AGREEMENT

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


                                       21
<PAGE>

      In  addition,  there is an inverse  relationship  between the price of our
common  stock and the  number of shares of common  stock,  which  will be issued
under the Standby Equity Distribution Agreement. Based on our recent stock price
of $0.0089,  we would have to issue to Cornell Capital Partners,  LP 561,797,753
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 shares of our common stock under
the  Standby  Equity  Distribution  Agreement.  Our  Articles  of  Incorporation
currently  authorize  United to issue 250  million  shares  and, as of March 15,
2006, we had 148,970,677  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 our
business  operations.  The Standby  Equity  Distribution  Agreeement  expires on
August 6, 2006.

      OUR  COMMON  STOCK IS DEEMED TO BE "PENNY  STOCK,"  WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

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

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

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

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

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

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce  the  potential  market for our common  stock by  reducing  the number of
potential investors. This may make it more difficult for investors in our common
stock to sell  shares to third  parties or to  otherwise  dispose of them.  This
could cause our stock price to decline.

      WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

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

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

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


                                       22
<PAGE>

      OUR FAILURE TO OBTAIN  INTELLECTUAL  PROPERTY AND ENFORCE PROTECTION WOULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

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

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

      WE MAY BE UNABLE TO MANAGE GROWTH

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

      RELIANCE ON VENDORS AND MANUFACTURERS

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

      DEPENDENCE ON CONSUMER SPENDING

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

      GOVERNMENT REGULATIONS MAY IMPACT US

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


                                       23
<PAGE>

      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.

ITEM 7.  FINANCIAL STATEMENTS

      Our consolidated financial statements appear beginning at page F-1.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

      NONE.

ITEM 8A. CONTROLS AND PROCEDURES

      Annual  Evaluation  Of The  Company's  Disclosure  Controls  And  Internal
Controls.  Within  the 90 days prior to the date of this  Annual  Report on Form
10-KSB,  the Company  evaluated the effectiveness of the design and operation of
its  "disclosure  controls  and  procedures"  (Disclosure  Controls),   and  its
"internal controls and procedures for financial  reporting" (Internal Controls).
This  evaluation was done under the supervision  and with the  participation  of
management,  including our Chief Executive Officer (CEO)/Chief Financial Officer
(CFO).  Rules  adopted  by the SEC  require  that in this  section of the Annual
Report we present the conclusions of the CEO/CFO about the  effectiveness of our
Disclosure  Controls  and Internal  Controls  based on and as of the date of the
Controls Evaluation. CEO/CFO Certification.  Appearing immediately following the
Signatures  section  of this  Annual  Report  there  are two  separate  forms of
"Certifications" of the CEO/CFO. The second form of Certification is required in
accord  with  Section  302 of the  Sarbanes-Oxley  Act of 2002 (the  Section 302
Certification). This section of the Annual Report that you are currently reading
is the information concerning the Controls Evaluation referred to in the Section
302.  Certifications and this information should be read in conjunction with the
Section  302  Certifications  for a more  complete  understanding  of the topics
presented.

      Disclosure  Controls  And  Internal  Controls.   Disclosure  Controls  are
procedures  that are designed with the  objective of ensuring  that  information
required to be disclosed in our reports filed under the Securities  Exchange Act
of 1934  (Exchange  Act),  such as this Annual Report,  is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  (SEC)  rules and  forms.  Disclosure  Controls  are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management,  including the CEO/CFO,  as appropriate to allow
timely decisions regarding required disclosure. Internal Controls are procedures
which are designed with the objective of providing reasonable assurance that (1)
our transactions are properly authorized; (2) our assets are safeguarded against
unauthorized or improper use; and (3) our transactions are properly recorded and
reported,  all  to  permit  the  preparation  of  our  financial  statements  in
conformity with generally accepted accounting principles.


                                       24
<PAGE>

      Scope Of The Controls Evaluation. The CEO/CFO evaluation of our Disclosure
Controls and our Internal Controls included a review of the controls' objectives
and design,  the controls'  implementation  by the Company and the effect of the
controls on the  information  generated  for use in this Annual  Report.  In the
course of the Controls Evaluation,  we sought to identify data errors,  controls
problems or acts of fraud and to confirm  that  appropriate  corrective  action,
including process improvements,  were being undertaken.  This type of evaluation
will be done on a quarterly  basis so that the conclusions  concerning  controls
effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual
Report on Form 10-KSB. The overall goals of these various evaluation  activities
are to monitor our  Disclosure  Controls and our  Internal  Controls and to make
modifications  as  necessary;  our intent in this regard is that the  Disclosure
Controls and the Internal  Controls will be  maintained as dynamic  systems that
change (including with improvements and corrections) as conditions warrant.

      In accord with SEC requirements, the CEO/CFO notes that, since the date of
the Controls  Evaluation to the date of this Annual  Report,  there have been no
significant  changes  in  Internal  Controls  or in  other  factors  that  could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

      Conclusions. Based upon the controls evaluation, our CEO/CFO has concluded
that,  subject to the  limitations  noted  above,  our  Disclosure  Controls are
effective to ensure that  material  information  relating to the Company is made
known to management,  including the CEO/CFO, particularly during the period when
our periodic  reports are being  prepared,  and that our  internal  controls are
effective to provide reasonable assurance that (1) our transactions are properly
authorized, (2) our assets are safeguarded against unauthorized or improper use,
and (3) our transactions are properly  recorded and reported,  all to permit the
preparation of our financial  statements in conformity  with generally  accepted
accounting

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 1B(A) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

      Our  directors,  executive  officers and key employees as of March 8, 2005
are as follows:

NAME:                    AGE:   POSITION:
--------------------     ---    ------------------------------------------------
Robert M. Carmichael      44     President, Chief Executive Officer and Director

      ROBERT M. CARMICHAEL.  Since April 16, 2004, Mr.  Carmichael has served as
United's  President,  Chief Executive Officer and Director.  From March 23, 2004
through  April  16,  2004,   Mr.   Carmichael   served  as  United's   Executive
Vice-President  and  Chief  Operating  Officer.  Prior  to  the  share  exchange
transaction between United and Trebor Industries, Mr. Carmichael operated Trebor
Industries  as its  President  since  1986.  Mr.  Carmichael  is the  holder  or
co-holder  of numerous  patents that are used by Trebor  Industries  and several
other major companies in the diving industry.

DIRECTORS

      Our Board of Directors  consists of five (5) seats, with Robert Carmichael
currently  serving as the sole director.  Directors serve for a term of one year
and stand for election at our annual  meeting of  stockholders.  Pursuant to our
Bylaws,  a majority of directors  may appoint a successor to fill any vacancy on
the Board of Directors.

COMMITTEES

      Currently,  United  has not  established  any  committees  of the Board of
Directors.


                                       25
<PAGE>

COMPENSATION OF DIRECTORS

      Members of  United's  Board of  Directors  are  reimbursed  for all out of
pocket expenses  incurred in connection with the attendance at any Board meeting
or in connection with any services they provide for and on behalf of United.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  our
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered  class of our  equity  securities  to file  with the  Securities  and
Exchange  commission  initial  reports of  ownership  and  reports of changes in
ownership  of  Common  Stock  and  other  of our  equity  securities.  Officers,
directors and greater than 10%  shareholders  are required by SEC regulations to
furnish us copies of all Section 16(a) forms they file.

      Based on available  information,  we believe that all filings with respect
to Section 16(a) are current.

CODE OF ETHICS

      United has adopted a formal code of ethics that  applies to our  principal
executive  officer  and  principal   accounting  officer,  all  other  officers,
directors and  employees.  This code of ethics was filed with the Securities and
Exchange  Commission  as an  exhibit  to our  Annual  Report  for the year ended
December 31, 2003.

ITEM 10.  EXECUTIVE COMPENSATION

      The following  table shows all the cash  compensation  paid by United,  as
well as certain  other  compensation  paid or accrued,  during the fiscal  years
ended December 31, 2005, 2004 and 2003 to United's named executive officers.  No
restricted  stock  awards,  long-term  incentive  plan payouts or other types of
compensation,  other than the compensation  identified in the chart below,  were
paid to these executive officers during these fiscal years.

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                          ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
                                 --------------------------------------    ---------------------------------------
                                                                                    AWARDS              PAYOUTS
                                                                           ------------------------   ------------
                                                                           RESTRICTED
                                                           OTHER ANNUAL      STOCK                      ALL OTHER
NAME AND PRINCIPAL                SALARY        BONUS      COMPENSATION     AWARD(S)        LTIP      COMPENSATION
  POSITION(S)            YEAR      ($)           ($)            ($)           (#)       PAYOUTS ($)        ($)
--------------------     ----    -----------    -----      ------------    ----------   -----------   ------------
<S>                      <C>     <C>            <C>            <C>             <C>         <C>            <C>
Robert M. Carmichael,    2005    $ 77,962.50    $ --           $ --            --          $ --           $ --
President and Chief      2004    $ 81,010.64    $ --           $ --            --          $ --           $ --
Executive Officer        2003    $ 77,571.44    $ --           $ --            --          $ --           $ --
</TABLE>

--------------

(1)   Mr.  Carmichael  became  President and Chief  Executive  Officer of Trebor
      Industries on September 17, 1981


                                       26
<PAGE>

      The following table contains information  regarding options granted during
the year ended December 31, 2005 to United's named executive officer.

<TABLE>
<CAPTION>
                                             OPTION/SAR GRANTS TABLE

                                                     % TOTAL
                                                  OPTIONS/SAR'S
                                                    GRANTED TO
                           NO. OF SECURITIES    EMPLOYEES IN YEAR
                              UNDERLYING        ENDED DECEMBER 31
                             OPTIONS/SAR'S             2005           EXERCISE OR BASE PRICE
NAME                          GRANTED (#)              (%)                 ($ PER SHARE)         EXPIRATION DATE
---------------------      -----------------    -----------------     ----------------------     ---------------
<S>                             <C>                    <C>                      <C>                    <C>
Robert M. Carmichael,           None                   N/A                      N/A                    N/A
President and Chief
Executive Officer
</TABLE>

      The following table contains  information  regarding  options exercised in
the year ended  December  31,  2005,  and the  number of shares of common  stock
underlying  options held as of December 31, 2005,  by United's  named  executive
officer.

<TABLE>
<CAPTION>
                               AGGREGATED OPTIONS/SAR EXERCISES
                                    IN LAST FISCAL YEAR AND
                              FISCAL YEAR END OPTIONS/SAR VALUES
                                                                                              VALUE OF UNEXERCISED
                                                         NUMBER OF SECURITIES UNDERLYING          IN-THE-MONEY
                             SHARES                         UNEXERCISED OPTIONS/SAR'S            OPTIONS/SAR'S
                           ACQUIRED ON       VALUE               AT FY-END                          AT FY-END
                            EXERCISE        REALIZED                  (#)                              ($)
                          ------------      --------     -------------------------------    ---------------------------
NAME                           (#)            ($)         EXERCISABLE     UNEXERCISABLE     EXERCISABLE   UNEXERCISABLE
---------------------     ------------      --------     -------------------------------    ---------------------------
<S>                             <C>             <C>            <C>              <C>              <C>           <C>
Robert M. Carmichael,           --              --             --               --               --            --
President and Chief
Executive Officer
</TABLE>

STOCK OPTION GRANTS IN THE PAST FISCAL YEAR

      We have not issued any grants of stock  options in the past fiscal year to
any officer or director.

EMPLOYMENT AGREEMENTS

      Currently, we do not have employment agreements with any of our employees.


                                       27
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth information about the beneficial  ownership
of our common  stock as of March 15,  2006 by (i) each person who we know is the
beneficial owner of more than 5% of the outstanding  shares of common stock (ii)
each  of our  directors  or  those  nominated  to be  directors,  and  executive
officers, and (iii) all of our directors and executive officers as a group.

                                                 NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)         SHARES OWNED     PERCENT OWNED
--------------------------------------          ------------     -------------
Robert M. Carmichael                            95,000,000           63.77%
940 N.  W.  1st Street
Fort Lauderdale, Florida

All officers and directors as a group           95,000,000           63.77%
(1 person)

---------------

*     Represents less than 1%.
<TABLE>
<S>                                                                                   <C>
(1)   Applicable  percentage  of  ownership  is based on  148,970,677  shares of
      common stock  outstanding  as of March 15, 2006 together  with  securities
      exercisable or  convertible  into shares of common stock within 60 days of
      March 15, 2006 for each stockholder. Beneficial ownership is determined in
      accordance  with the  rules of the SEC and  generally  includes  voting or
      investment  power  with  respect  to  securities.  Shares of common  stock
      subject to securities  exercisable  or  convertible  into shares of common
      stock that are  currently  exercisable  or  exercisable  within 60 days of
      March 15, 2006 are deemed to be  beneficially  owned by the person holding
      such options for the purpose of computing  the  percentage of ownership of
      such  person,  but are not  treated  as  outstanding  for the  purpose  of
      computing the percentage ownership of any other person.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

      Promissory  note  payable to the Chief  Executive  Officer of the Company,
      unsecured, bearing interest at 10% per annum, due in monthly principal and
      interest  payments of $3,924,  maturing  on March 1, 2010,  with a balloon
      payment  of  $431,795  due.  The  note  will  be  discounted  15%  of  the
      outstanding principal balance if it is paid in full by April, 1 2007.           $  445,271

      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 it is paid in full by April 1,
      2007.                                                                              204,451

      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.
                                                                                          32,082
                                                                                      ----------
                                                                                         681,804

     Less amounts due within one year                                                     31,407
                                                                                      ----------
     Long-term portion of Notes payable - related parties                             $  650,397
                                                                                      ==========
</TABLE>

                                       28
<PAGE>

      As of December 31, 2005, principal payments on the Notes payable - related
      parties are as follows:

          2006                                                        $   31,407
          2007                                                             8,900
          2008                                                             4,769
          2009                                                             5,268
          2010                                                           631,460
                                                                      ----------

                                                                      $  681,804
                                                                      ==========

      Revenues - The Company sells products to two entities owned by the brother
      of the Company's Chief Executive Officer, Brownie's Southport Divers, Inc.
      and Brownie's Palm Beach Divers.  Terms of sale are no more favorable than
      those extended to any of the Company's other  customers.  Combined revenue
      from these  entities for the year ended  December 31, 2005,  and 2004, was
      $650,925 and $644,320, respectively.  Combined accounts receivable related
      to these  entities  was  $10,376  and $0 at  December  31,  2005 and 2004,
      respectively.

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

      The Company has Non-Exclusive  License  Agreements with an entity owned by
      the Company's Chief Executive  Officer to license product patents it owns.
      Previous  Agreements in effect with this entity were  renegotiated and New
      Agreements were entered into effective January 1, 2005. Under the terms of
      the new  Agreements,  the Company pays the other related  entity $2.00 per
      licensed  products sold, rates increasing 5% annually,  with a 75% royalty
      fee  discount  period  through  December  31,  2005,  after which time the
      royalty rate will return to 100%. With the same entity, the Company has an
      Exclusive  License  Agreement  to license the  trademark  "Brownies  Third
      Lung",  "Tankfill",  "Brownies  Public  Safety" and various  other related
      trademarks as listed in the Agreement.  The one Agreement replaced several
      earlier license agreements and was effective January 1, 2005. Based on the
      Agreement,  the  Company  will pay the entity 2.5% of gross  revenues  per
      quarter, with a 75% royalty fee discount period through December 31, 2005.
      Under the  Agreement  the royalty rate was to return to 100% at January 1,
      2006,  however, a new agreement was negotiated  effective January 1, 2006,
      and is provided as Exhibit 10.26 to this Form 10KSB.

      Total  royalty  expense  for the  above  agreements  for the  years  ended
      December 31, 2005 and 2004, was $20,415 and $96,888,  respectively.  As of
      December  31,  2005,  the  Company  was in arrears on royalty  payments by
      $17,565.  This amount is included in Other  liabilities on the face of the
      balance  sheet.  The  related  parties  continue  to work with the Company
      regarding payment and no notices of default have been issued as a result.

      Lease  Expense - The Company  leases its facility  from an entity in which
      the Chief Executive Officer has an ownership interest.  For the year ended
      December 31, 2005,  and 2004,  lease expense was  $130,602,  and $130,864,
      respectively. As of December 31, 2005, the Company was in arrears on lease
      payments by $18,950.  The Company is making reduced rental payments,  with
      the  intention to bring the  liability  current by mid 2006.  The landlord
      continues  to work with the  Company  under this  arrangement  and has not
      issued an official notice of default as a result.


                                       29
<PAGE>

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K

      (A) EXHIBITS.

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

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

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

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

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

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

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

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

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

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

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

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

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
</TABLE>

                                       30
<PAGE>

<TABLE>
EXHIBIT NO.  DESCRIPTION                                        LOCATION
-----------  ------------------------------------------------   ----------------------------------------------
<C>          <C>                                                <C>
10.11        Escrow Agreement, dated April 2, 2004 by and       Incorporated by reference to Exhibit 10.11 to
             among United, Cornell Capital Partners, L.P. and   United Companies Corporation's Registration
             Butler Gonzalez, LP                                Statement on Form SB filed July 16, 2004

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

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

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

10.15        Promissory Note, dated February 15, 2005,          Incorporated by reference to Exhibit 10.15 to
             principal amount of $54,998.00 payable to Robert   United Companies Corporation's 10QSB for the
             M. Carmichael.                                     quarter ended March 31, 2005 filed May 13, 2005.

10.16        Prommissory Note, dated March 7, 2005, in the      Incorporated by reference to Exhibit 10.16 to
             principal amount of $205,296.53 payable to 940     United Companies Corporation's 10QSB for the
             Associates, Inc.                                   quarter ended March 31, 2005 filed May 13, 2005.

10.17        Prommissory Note, dated March 7, 2005, in the      Incorporated by reference to Exhibit 10.17 to
             principal amount of $447,111.13 payable to         United Companies Corporation's 10QSB for the
             Robert M. Carmichael.                              quarter ended March 31, 2005 filed May 13, 2005.

10.18        Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.18 to
             BC Keel Trademark                                  United Companies Corporation's 10QSB for the
                                                                quarter ended June 30, 2005 filed August 15,
                                                                2005.

10.19        Non-Exlusive License Agreement - Bouyancy          Incorporated by reference to Exhibit 10.18 to
             Compensator (and Dive Belt) Weight System          United Companies Corporation's 10QSB for the
                                                                quarter ended June 30, 2005 filed August 15,
                                                                2005.

10.20        Exclusive License Agreeement - Brownie's Third     Incorporated by reference to Exhibit 10.18 to
             Lung, Brownie's Public Safety, Tankfill, and       United Companies Corporation's 10QSB for the
             Related Trademarks and                             quarter ended June 30, 2005 filed August 15,
             Copyrights                                         2005.

10.21        Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.18 to
             Drop Weight Dive                                   United Companies Corporation's 10QSB for the
             Belt                                               quarter ended June 30, 2005 filed August 15,
                                                                2005.
</TABLE>

                                       31
<PAGE>

<TABLE>
EXHIBIT NO.  DESCRIPTION                                        LOCATION
-----------  ------------------------------------------------   ----------------------------------------------
<C>          <C>                                                <C>
10.22        Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.18 to
             Garment Integrated or Garment Attachable           United Companies Corporation's 10QSB for the
             Flotation Aid and/or PFD                           quarter ended June 30, 2005 filed August 15,
                                                                2005.

10.23        Non-Exclusive License Agreement -                  Incorporated by reference to Exhibit 10.18 to
             Inflatable Dive Market and Collection              United Companies Corporation's 10QSB for the
             Bag                                                quarter ended June 30, 2005 filed August 15,
                                                                2005.

10.24        Non-Exclusive License Agreement - SHERPA           Incorporated by reference to Exhibit 10.18 to
             Trademark and Inflatable Flotation Aid/Signal      United Companies Corporation's 10QSB for the
             Device                                             quarter ended June 30, 2005 filed August 15,
             Technology                                         2005.

10.25        Non-Exclusive License Agreement - Tank-            Incorporated by reference to Exhibit 10.18 to
             Mounted Weight, BC or PFD-Mounted Trim Weight or   United Companies Corporation's 10QSB for the
             Trim Weight Holding System                         quarter ended June 30, 2005 filed August 15,
                                                                2005.

10.26        Exclusive License Agreement - Brownie's Third      Provided herewith
             Lung and Related Trademarks and Copyright

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.

      We filed a Current  Report on Form 8-K on March 11,  2005 with  respect to
Item 1.01 - Entry into a Material  Definitive  Agreement and 3.02 - Unregistered
Sales of Equity Securities as referred to in Exhibit No. 10.14.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

                                                       For the Years Ended
                                                           December 31,
                                                    -----------------------
                                                       2005          2004
                                                    ----------    ---------

           Audit Fees and Audit Related Fees        $  33,000     $  38,151
           Tax Fees                                 $      --     $      --
           Others                                   $      --     $      --



                                       32
<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:    March 30, 2006                 UNITED COMPANIES CORPORATION

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


                                       33
<PAGE>

                          UNITED COMPANIES CORPORATION
                       CONSOLIDATED FINANCIAL STATEMENTS
                               TABLE OF CONTENTS

                                                                       PAGE(S)
                                                                       -------
 REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM                F-1

 CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005                      F-2

 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
   DECEMBER 31, 2005 AND 2004                                            F-3

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT FOR THE
 YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2005                     F-4

 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
   DECEMBER 31, 2005 AND 2004                                            F-5


 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                      F-6 TO F-18


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
United Companies Corporation
Las Vegas, Nevada

We have audited the accompanying  consolidated balance sheet of United Companies
Corporation as of December 31, 2005, and the related consolidated  statements of
operations,  stockholders'  deficit, and cash flows for the years ended December
31, 2005 and 2004.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of United Companies
Corporation  as of December 31, 2005, and the results of its activities and cash
flows  for the  years  ended  December  31,  2005  and 2004 in  conformity  with
accounting principles generally accepted in the United States.


L.L. Bradford & Company, LLC
Las Vegas, Nevada
February 10, 2006
(except for Note 13, as to which the date is March 7, 2006)


                                      F-1

<PAGE>

                          UNITED COMPANIES CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                                          <C>
Current assets
    Cash                                                                     $    30,345
    Accounts receivable, net of $29,000 allowance for doubtful accounts           52,618
    Inventory                                                                    428,683
    Prepaid expense and other current assets                                      19,170
    Deferred tax asset, net - current                                              7,597
                                                                             -----------
       Total current assets                                                      538,413

Fixed assets, net                                                                 39,240

    Deferred tax asset, net - non-current                                         16,609
    Other assets, net of $54,022 accumulated amortization                         15,446
                                                                             -----------
       Total other assets                                                         32,055
                                                                             -----------

Total assets                                                                 $   609,708
                                                                             ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Accounts payable and accrued liabilities                                 $   465,807
    Customer deposits                                                            129,131
    Other liabilities                                                             50,225
    Notes payable - current portion                                                9,967
    Notes payable - related parties- current portion                              31,407
    Seucured convertible debentures                                              299,610
                                                                             -----------
       Total current liabilities                                                 986,147

Long-term liabilities
    Notes payable - long-term portion                                             13,310
    Notes payable - related parties- long-term portion                           650,397
                                                                             -----------

Total liabilities                                                              1,649,854

Commitments and contingencies                                                         --

Stockholders' deficit
    Common stock; $0.001 par value; 250,000,000 shares authorized
       136,470,677 shares issued and outstanding                                 136,471
    Additional paid-in capital                                                   616,489
    Commitment fees related to equity line of credit                             (86,205)
    Accumulated deficit                                                       (1,706,901)
                                                                             -----------
       Total stockholders' deficit                                            (1,040,146)
                                                                             -----------

Total liabilities and stockholders' deficit                                  $   609,708
                                                                             ===========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.
                                      F-2

<PAGE>

                          UNITED COMPANIES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                  Year Ended December 31,
                                             ------------------------------

                                                  2005             2004
                                             -------------    -------------

Net revenues                                 $   2,935,869    $   2,974,377

Cost of net revenues                             1,956,269        2,020,615
                                             -------------    -------------

    Gross profit                                   979,600          953,762

Operating expenses
    Research and development costs                  18,730           73,280
    Selling, general and administrative            980,496        1,047,790
                                             -------------    -------------
       Total operating expenses                    999,226        1,121,070
                                             -------------    -------------

    Loss from operations                           (19,626)        (167,308)

Other (income) expense
    Other (income) expense                          14,898          (87,539)
    Interest expense                                85,992          431,153
                                             -------------    -------------
       Total other expenses                        100,890          343,614
                                             -------------    -------------

Net loss before provision for income taxes        (120,516)        (510,922)

Provision for income taxes benefit                  24,206               --
                                             -------------    -------------

Net loss                                     $     (96,310)   $    (510,922)
                                             =============    =============

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

Basic and diluted weighted average common
    shares outstanding                         120,159,221      109,719,171
                                             =============    =============

          See Accompanying Notes to Consolidated Financial Statements.
                                      F-3

<PAGE>

                          UNITED COMPANIES CORPORATION
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                          Common Stock             Additional
                                                  ----------------------------       Paid-in         Treasury
                                                     Shares          Amount          Capital           Stock
                                                  ------------    ------------     -----------     ------------
<S>                                                <C>            <C>             <C>             <C>
 Balance, December 31, 2003                         95,000,000          95,000         270,846          (4,800)

 Issuance of common stock for acquisition
    of United Companies Corporation                 14,483,718          14,484        (238,807)             --

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

 Common stock issued for loan fees related
     to Standby Equity Distribution Agreement        2,416,667           2,417         287,583              --

 Common stock issued for other receivable            1,726,190           1,726         205,417              --

 Common stock issued for services                      500,000             500           9,500              --

 Beneficial conversion feature related to
   convertible debentures                                   --              --         341,002              --

 Amortization of loan fees related to Standby
    Equity Distribution Agreement                           --              --         (58,795)             --

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

 Balance, December 31, 2004                        114,126,575         114,127         811,946              --

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

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

 Conversion of Secured Convertible Debenture to
   common stock  pursuant to the Securities
    Purchase Agreement dated April 4, 2004          22,861,959          22,862          52,528              --

 Amortization of commitment fees related to
  Standby  Equity Distribution Agreement                    --              --        (145,000)             --

 Consulting expense recognized for stock
   warrants issued in conjunction with the
   consulting agreement effective January, 2005             --              --         103,640              --

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

 Balance, December 31, 2005                        136,470,677    $    136,471    $    616,489    $         --
                                                  ============    ============    ============    ===========

<CAPTION>
                          UNITED COMPANIES CORPORATION
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                 Commitment fees     Other
                                                   Related to      Receivable
                                                 Standby Equity  Related to the                      Total
                                                  Distribution    Issuance of     Accumulated     Stockholders'
                                                    Agreement     Common Stock      Deficit         Deficit
                                                  ------------    ------------    ------------    ------------

<S>                                               <C>             <C>             <C>             <C>
 Balance, December 31, 2003                                 --              --      (1,099,669)       (738,623)

 Issuance of common stock for acquisition
    of United Companies Corporation                         --              --              --        (224,323)

 Cancellation of treasury stock                             --              --              --              --

 Common stock issued for loan fees related
     to Standby Equity Distribution Agreement         (290,000)             --              --              --

 Common stock issued for other receivable                   --        (207,143)             --              --

 Common stock issued for services                           --              --              --          10,000

 Beneficial conversion feature related to
   convertible debentures                                   --              --              --         341,002

 Amortization of loan fees related to Standby
    Equity Distribution Agreement                       58,795              --              --              --

 Net loss                                                                             (510,922)       (510,922)
                                                  ------------    ------------    ------------    ------------

 Balance, December 31, 2004                           (231,205)       (207,143)     (1,610,591)     (1,122,866)

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

 Common stock redeemed for other receivable
   and cancelled at June 15, 2005                           --          41,429              --              --

 Conversion of Secured Convertible Debenture to
   common stock  pursuant to the Securities
    Purchase Agreement dated April 4, 2004                  --              --              --          75,390

 Amortization of commitment fees related to
  Standby  Equity Distribution Agreement               145,000              --              --              --

 Consulting expense recognized for stock
   options issued in conjunction with the
   consulting agreement effective January, 2005             --              --              --         103,640

 Net loss                                                   --              --         (96,310)        (96,310)
                                                  ------------    ------------    ------------    ------------

 Balance, December 31, 2005                       $    (86,205)   $         --    $ (1,706,901)   $ (1,040,146)
                                                  ============    ============    ============    ============
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.
                                      F-4

<PAGE>

                          UNITED COMPANIES CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                                        ----------------------
                                                                           2005         2004
                                                                        ----------   ---------
<S>                                                                     <C>          <C>

Cash flows from operating activities:
    Net loss                                                            $ (96,310)   $(510,922)
    Adjustments to reconcile net loss to net
     cash provided (used) by operating activities:
       Depreciation and amortization                                       53,757       53,979
       Stock based compensation                                           103,640       10,000
       Change in deferred tax asset                                       (24,206)          --
       Beneficial conversion feature related to convertible debenture          --      341,002
       Loss on disposal of fixed assets                                     2,941           --
    Changes in operating assets and liabilities:
       Change in accounts receivable, net                                  11,261      (12,279)
       Change in inventory                                                (33,266)     (62,078)
       Change in prepaid expenses and other current assets                (10,226)      (8,944)
       Change in other assets                                               8,198      (70,764)
       Change in bank overdraft                                                --      (26,299)
       Change in accounts payable and accrued liabilities                 (89,324)        (472)
       Change in customer deposits                                         97,704       22,507
       Change in billings in excess of cost and estimated
         earnings on uncompleted contracts                                     --       (5,000)
       Change in other liabilities                                         40,225      (34,362)
                                                                        ---------    ---------
         Net cash provided (used) by operating activities                  64,394     (303,632)

Cash flows from investing activities:
    Proceeds from sale of fixed assets                                     17,434           --
    Purchase of fixed assets                                               (5,580)     (13,448)
                                                                        ---------    ---------
         Net cash provided (used) by investing activities                  11,854      (13,448)

Cash flows from financing activities:
    Proceeds from issuance of secured convertible debentures                   --      375,000
    Proceeds from borrowings on notes payable - related parties             8,013      136,876
    Principal payments on notes payable                                   (30,642)     (15,421)
    Principal payments on notes payable  related parties                  (25,602)    (169,413)
    Principal payments on capital lease obligations                            --       (7,634)
                                                                        ---------    ---------
         Net cash (used) provided by financing activities                 (48,231)     319,408
                                                                        ---------    ---------
Net change in cash                                                         28,017        2,328
Cash, beginning of period                                                   2,328           --
                                                                        ---------    ---------
Cash, end of period                                                     $  30,345    $   2,328
                                                                        =========    =========
Supplemental disclosure of cash flow information:
    Cash paid for interest                                              $  63,337    $   6,033
                                                                        =========    =========
    Cash paid for taxes                                                 $      --    $      --
                                                                        =========    =========
Supplemental disclosure of non-cash financing activities
    Accounts payable and accrued liabilities assumed through
       acquisition of United Companies Corporation                      $      --    $ 224,324
                                                                        =========    =========
    Conversion of Secured Convertible Debenture into Stock as
       provided in Stock Purchase Agreement                             $  75,390    $      --
                                                                        =========    =========
    Amortization of commitment fees related to Standby Equity
       Distribution Agreement                                           $ 145,000    $  58,795
                                                                        =========    =========
    Common stock issued for loan fees related to Standby Equity
       Distribution Agreement                                           $      --    $ 290,000
                                                                        =========    =========
    Common stock (redeemed) issued for other receivable                 $(207,143)   $ 207,143
                                                                        =========    =========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.
                                      F-5
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED 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,  yacht based scuba air compressor and Nitrox
      Generation Systems, and scuba and water safety products through its wholly
      owned subsidiary  Trebor  Industries,  Inc. The Company sells its products
      both on a wholesale  and retail basis,  and does so from its  headquarters
      and manufacturing  facility in Fort Lauderdale,  Florida. The Company does
      business as (dba) Brownie's Third Lung, the dba name of Trebor Industries,
      Inc.

      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 2005
      financial  statement  amounts to conform to the 2004  financial  statement
      presentation.

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


                                      F-6
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

      Advertising  and  marketing  costs - The  Company  recognizes  advertising
      expenses in  accordance  with  Statement of Position  93-7  "Reporting  on
      Advertising  Costs."  Accordingly,  the  Company  expenses  the  costs  of
      producing  advertisements at the time production  occurs, and expenses the
      costs  of  communicating   advertisements  in  the  period  in  which  the
      advertising  space or airtime is used.  Advertising and trade show expense
      incurred for the year ended December 31, 2005, and 2004, was $49,974,  and
      $61,158, respectively.


                                      F-7
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      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 December 31, 2005,  the Company has available a net  operating  loss
      carryforward  that will  expire in 2024.  The Company  has  established  a
      valuation  allowance  for 50% of the tax  benefit  of the  operating  loss
      carryover 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.

      Stock-based   compensation   -  The  Company   accounts  for  stock  based
      compensation  in  accordance   with  Statement  of  Financial   Accounting
      Standards No. 123 revised that requires that the Company measures 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 is
      recognized  over the period the employee is required to provide service in
      exchange for the award.

      The Company did not issue any stock, warrants or options, to employees for
      compensation for the year ended December 31, 2005.

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

      Earnings  (loss)  per  common  share - Basic  earnings  (loss)  per  share
      excludes  any  dilutive  effects  of  options,  warrants  and  convertible
      securities.  Basic  earnings  (loss)  per  share  is  computed  using  the
      weighted-average number of outstanding common shares during the applicable
      period.  Diluted  earnings (loss) per share is computed using the weighted
      average number of common and common stock  equivalent  shares  outstanding
      during the period.  Common stock  equivalent  shares are excluded from the
      computation  if their  effect is  antidilutive.  As a result,  113,529,323
      common stock  equivalent  shares were  excluded  from the  computation  at
      December 31, 2005 since their effect was antidilutive.


                                      F-8
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      New  accounting  pronouncements  - In May 2005,  the Financial  Accounting
      Standards  Board  ("FASB")  issued   Statement  of  Financial   Accounting
      Standards  ("SFAS") No. 154,  Accounting Changes and Error Corrections - a
      replacement  of APB Opinion No. 20 and FASB Statement No. 3. The statement
      changes  the  requirements  for  the  accounting  for and  reporting  of a
      voluntary  change  in  accounting   principle.   The  Statement   requires
      retrospective application of prior periods' financial statement of changes
      in accounting  principle,  unless it is  impracticable to determine either
      the  period-specific  effects or the cumulative effect of the change. When
      it  is  impracticable  to  determine  the  period-specific  effects  of an
      accounting  change  on one of  more  individual  periods  presented,  this
      Statement  requires  that the new  accounting  principle be applied to the
      balances of assets and  liabilities  as of the  beginning  of the earliest
      period  for which  retrospective  application  is  practicable  and that a
      corresponding  adjustment  be  made to the  opening  balance  of  retained
      earnings (or other  appropriate  components of equity or net assets in the
      statement  of  financial  position)  for that  period  rather  than  being
      reported in an income statement. When it is impracticable to determine the
      cumulative  effect of  applying a change in  accounting  principle  to all
      prior periods,  this Statement requires that the new accounting  principle
      be applied as if it were  adopted  prospectively  from the  earliest  date
      practicable. The Statement carries forward the without change the guidance
      contained in APB opinion No. 20 for reporting  the  correction of an error
      in  previously  issued  financial  statements,   a  change  in  accounting
      estimate,  and guidance regarding  justification of a change in accounting
      principle on the basis of  preferability.  The  Statement is effective for
      all fiscal years  beginning  after  December  31, 2005.  As allowed by the
      Statement,  the Company  adopted  early  application  in June 2005 with no
      significant financial impact.

      In  March,  2005,  the FASB  issued  Summary  of  Interpretation  No.  47,
      Accounting   for   Conditional   Asset   Retirement   Obligations   -   an
      interpretation  of FASB  Statement No. 143. The  Interpretation  clarifies
      that the term  "conditional  asset retirement  obligation" as used in FASB
      Statement No. 143, Accounting for Asset Retirement Obligations,  refers to
      legal  obligation  to perform an asset  retirement  activity  in which the
      timing and (or) method of  settlement  are  conditional  on a future event
      that may or may not be within  control of the entity.  The  Interpretation
      directs that the entity is required to recognize a liability  for the fair
      value of the conditional asset retirement  obligation if the fair value of
      the liability can be reasonably  estimated.  The fair value of a liability
      for the conditional asset retirement  obligation should be recognized when
      incurred - generally upon  acquisition,  construction,  or development and
      (or) through the normal operation of the asset. The Interpretation further
      clarifies when an entity would have  sufficient  information to reasonably
      estimate the fair value of an asset  retirement  obligation  acknowledging
      that  in  some  cases  this   information   may  not  be  available.   The
      Interpretation  is  effective  no later than the end of the  fiscal  years
      ending  after  December  15, 2005  (December  31, 2005 for  calendar  year
      enterprises).  As  encouraged  by the  FASB,  the  Company  elected  early
      application  of this  Interpretation  in the year ended  December 31, 2005
      without significant financial impact.

      In December  2004,  the FASB issued 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  elected early adoption of SFAS No. 123 during the year
      ended December 31, 2004 without significant financial impact.  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.


                                      F-9
<PAGE>


                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

      In 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.

      In  December  2003,  the FASB  issued  Interpretation  No.  46  revised  ,
      Consolidation  of  Variable  Interest   Entities,   an  interpretation  of
      Accounting  Research Bulletin No. 51, Consolidated  Financial  Statements.
      The  Interpretation  addresses  consolidation  by business  enterprises of
      variable  interest  entities and was  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
      the  Interpretation  during  the year  ended  December  31,  2004  with no
      significant financial impact.

2.    INVENTORY

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

         Raw materials                                     $        212,298
         Work in process                                                 --
         Finished goods                                             216,385
                                                           ----------------
                                                           $        428,683
                                                           ================

3.    FIXED ASSETS

      Fixed assets consists of the following as of December 31, 2005:

         Furniture, vehicles, and equipment                $        212,324
         Leasehold improvements                                       7,000
                                                           ----------------
                                                                    219,324
         Less: accumulated depreciation and amortization           (180,084)
                                                           ----------------
                                                           $         39,240
                                                           ================


                                      F-10
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.    CUSTOMER CREDIT CONCENTRATIONS

      Sales to Brownie's Southport Diver's, Inc. for the year ended December 31,
      2005, and 2004 represented 18.3% and 21.7%, respectively, of total Company
      Net revenues. Accounts receivable from Brownie's Southport Diver's Inc. at
      December 31, 2005 and 2004 was $10,376 and $0 , respectively.  Sales to no
      other customer  represented  greater than 10% of net revenues for standard
      business of a re-occurring nature, for the year ended December 31, 2005 or
      2004.  While  individual  custom  tankfill  system sales may  periodically
      represent  a  concentration  of  revenue,  sales  of  this  type  are of a
      non-reoccurring  nature.  Brownie's Southport Diver's Inc, is owned by the
      brother of Robert Carmichael,  the Company's Chief Executive  Officer,  as
      further discussed in Note 5 - RELATED PARTY TRANSACTIONS.

5.    RELATED PARTY TRANSACTIONS

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

      Promissory note payable to the Chief  Executive  Officer
      of the Company,  unsecured,  bearing interest at 10% per
      annum, due in monthly principal and interest payments of
      $3,924,  maturing  on  March  1,  2010,  with a  balloon
      payment of $431,795 due. The note will be discounted 15%
      of the  outstanding  principal  balance if it is paid in
      full by April, 1 2007.                                         $   445,271

      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
      it is paid in full by April 1, 2007.                               204,451

      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.                  32,082
                                                                     -----------

                                                                         681,804

      Less amounts due within one year                                    31,407
                                                                     -----------

      Long-term portion of Notes payable - related parties           $   650,397
                                                                     ===========


      As of December 31, 2005, principal payments on the Notes payable - related
      parties are as follows:

          2006                                                       $    31,407
          2007                                                             8,900
          2008                                                             4,769
          2009                                                             5,268
          2010                                                           631,460
                                                                     -----------

                                                                     $   681,804
                                                                     ===========


                                      F-11
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.    RELATED PARTY TRANSACTIONS (continued)

      Revenues - The Company sells products to two entities owned by the brother
      of the Company's Chief Executive Officer, Brownie's Southport Divers, Inc.
      and Brownie's Palm Beach Divers.  Terms of sale are no more favorable than
      those extended to any of the Company's other  customers.  Combined revenue
      from these  entities for the year ended  December 31, 2005,  and 2004, was
      $650,925 and $644,320, respectively.  Combined accounts receivable related
      to these  entities  was  $10,376  and $0 at  December  31,  2005 and 2004,
      respectively.

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

      The Company has Non-Exclusive  License  Agreements with an entity owned by
      the Company's Chief Executive  Officer to license product patents it owns.
      Previous  agreements in effect with this entity were  renegotiated and New
      agreements were entered into effective January 1, 2005. Under the terms of
      the new  agreements,  the Company pays the other related  entity $2.00 per
      licensed product sold,  rates  increasing 5% annually,  with a 75% royalty
      fee  discount  period  through  December  31,  2005,  after which time the
      royalty rate will return to 100%. With the same entity, the Company has an
      Exclusive  License  Agreement  to license the  trademark  "Brownies  Third
      Lung",  "Tankfill",  "Brownies  Public  Safety" and various  other related
      trademarks as listed in the agreement.  The one agreement replaced several
      earlier license agreements and was effective January 1, 2005. Based on the
      Agreement, the Company pays the entity 2.5% of gross revenues per quarter,
      with a 75% royalty fee discount  period through  December 31, 2005.  Under
      the  Agreement  the royalty rate was to return to 100% at January 1, 2006,
      however,  a new agreement  was  negotiated  effective  January 1, 2006, as
      discussed in Note 13. SUBSEQUENT EVENTS.

      Total  royalty  expense  for the  above  agreements  for the  years  ended
      December 31, 2005 and 2004, was $20,415 and $96,888,  respectively.  As of
      December  31,  2005,  the  Company  was in arrears on royalty  payments by
      $17,565.  This amount is included in Other  liabilities on the face of the
      balance  sheet.  The  related  parties  continue  to work with the Company
      regarding payment and no notices of default have been issued as a result.

      Lease  Expense - The Company  leases its facility  from an entity in which
      the Chief Executive Officer has an ownership interest.  For the year ended
      December 31, 2005 and 2004,  lease  expense was  $130,602,  and  $130,864,
      respectively. As of December 31, 2005, the Company was in arrears on lease
      payments by $18,950.  The Company is making reduced rental payments,  with
      the  intention to bring the  liability  current by mid 2006.  The landlord
      continues  to work with the  Company  under this  arrangement  and has not
      issued a notice of default as a result.


                                      F-12
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.    CUSTOMER DEPOSITS AND RETURN POLICY

      The Company takes a minimum 50% deposit  against custom and large tankfill
      systems  prior to ordering  and or building  the  systems.  The  remaining
      balance due is payable upon delivery,  shipment,  or  installation  of the
      system.  There is no provision for  cancellation of custom orders once the
      deposit  has been  accepted,  nor  return of the custom  ordered  product.
      Additionally,  returns  of  all  other  merchandise  is  subject  to a 20%
      restocking fee as stated on each sales invoice.

7.    OTHER LIABILITIES

      Other  liabilities  totaling $50,225 as of December 31, 2005,  consists of
      $17,565 royalties due, $1,117 sales tax payable,  $18,043 on-line training
      liability, and $13,500 related to a notice of amount due from a government
      agency discussed below.

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

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

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


                                      F-13
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.    NOTES PAYABLE

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

      Promissory  note  payable  secured  by a vehicle  of the
      Company  having a carrying  value of $9,081 at  December
      31, 2005,  bearing  interest at 10.16% per annum, due in
      monthly   principal  and  interest   payments  of  $553,
      maturing on October 28, 2007.                                  $    11,063

      Promissory  note  payable  secured  by a vehicle  of the
      Company  having a carrying  value of $12,039 at December
      31, 2005, bearing no interest,  due in monthly principal
      and interest payments of $349,  maturing on November 14,
      2008.                                                               12,214
                                                                     -----------
                                                                          23,277
      Less amounts due within one year:                                    9,967
                                                                     -----------
      Long-term portion of Notes payable                             $    13,310
                                                                     ===========

      As of December 31, 2005,  principal  payments on the Notes  payable are as
      follows:

          2006                                                       $     9,967
          2007                                                             9,471
          2008                                                             3,839
                                                                     -----------
                                                                     $    23,277
                                                                     ===========

      The Company  sold a vehicle  during April 2005,  and  recognized a loss of
      $907. The promissory note payable that was secured by the vehicle sold was
      fully satisfied and retired as part of the transaction.

9.    SECURED CONVERTIBLE DEBENTURES

      On April 2, 2004,  the Company issued a Secured  Convertible  Debenture to
      Cornell  Capital  Partners,  LP in the principal  amount of $250,000.  The
      Secured 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 Secured  Convertible  Debenture accrues interest at a
      rate of 5% per year and is convertible at the holder's option. The Secured
      Convertible  Debenture has a term of 2 years. At the Company's option, the
      Secured Convertible Debenture may be paid in cash or converted into shares
      of 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 the Company in excess of that number
      of shares which,  upon giving  effect to the debenture 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 the Company. The Company has the right to redeem
      with fifteen (15)  business days advance  notice,  a portion or all of the
      outstanding Secured Convertible  Debenture.  The redemption price shall be
      one hundred twenty (120%) of the redeemed amount plus accrued interest. In
      addition,  if the  Company  avails  itself of the  redemption  right,  the
      Company  shall,  concurrent  with the  redemption,  issue  warrants to the
      holder at a rate of 50,000 per $100,000 redeemed,  pro-rata.


                                      F-14
<PAGE>

9.    SECURED CONVERTIBLE DEBENTURES (continued)

      The exercise  price of the warrants shall be 120% of the closing bid price
      of common stock on the closing date. The warrants shall have  "piggy-back"
      and demand  registration  rights and shall  survive for two (2) years from
      the closing date.

      On July  23,  2004,  the  Company  issued  a  second  Secured  Convertible
      Debenture  to  Cornell  Capital  Partner,  LP in the  principal  amount of
      $125,000. The Secured 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.

      Secured convertible debentures consist of the following as of December 31,
      2005:

      Secured  convertible  debenture secured by all assets of
      the Company,  bearing interest at 5% per annum, maturing
      on April 2, 2006.                                              $   174,610

      Secured  convertible  debenture secured by all assets of
      the Company,  bearing interest at 5% per annum, maturing
      on July 28, 2006.                                                  125,000
                                                                     -----------

                                                                         299,610

      Less amounts due within one year:                                  299,610
                                                                     -----------

      Long-term portion of Secured convertible debentures            $         -
                                                                     ===========


      As of December 31,  2005,  principal  payments on the Secured  convertible
      debentures are as follows:

      2006                                                           $   299,610
                                                                     ===========

      The following table  represents  conversions by Cornell  Capital  Partners
      L.P. under the terms of the Secured Convertible  Debentures as of the year
      ended December 31, 2005:

<TABLE>
<CAPTION>

                                                 Conversion    Conversion $       Number of
Conversion Notice Date    Date of Conversion      $ Amount   Per Share Price       Shares
-------------------------------------------------------------------------------------------
<S>                       <C>                     <C>          <C>                 <C>
   February 15, 2005        March 3, 2005          $10,000      0.0128              781,250
     March 8, 2005          March 24, 2005          10,000      0.0082            1,219,512
     June 21, 2005          July 15, 2005           10,000      0.0028            3,571,429
    August 3, 2005        September 13, 2005        10,000      0.0025            4,000,000
  September 19, 2005      September 19, 2005        10,000      0.0046            2,173,913
    October 19,2005        October 19, 2005         10,000      0.0026            3,773,585
   November 14, 2005      November 14, 2005         10,000      0.0023            4,347,826
   December 7, 2005        December 7, 2005          5,390      0.0018            2,994,444
                                                   -------                      -----------

                                                   $75,390                       22,861,959
                                                   =======                      ===========
</TABLE>

      As of December 31, 2005, loan fees associated with the Secured convertible
      debentures of $8,478 (net of $54,022  amortization  expense) were included
      in other assets, totaling $15,446.


                                      F-15
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.   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,  the  Company  may,  at  its  discretion,
      periodically  issue  and  sell  shares  of its  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 commitment fees totaling  $290,000  related to the
      Standby Equity  Distribution  Agreement that was effective August 6, 2004,
      the date the  Company's  registration  statement on Form SB-2 was declared
      effective by the Securities and Exchange  Commission.  The commitment 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  commitment  fees which
      exceeded the agreed upon fees of $290,000.  Cornell Capital  Partners,  LP
      agreed to return the shares and accordingly, the Company recorded an other
      receivable  related to the issuance of common stock totaling  $41,429.  As
      originally stated in the Company's  audited  financial  statements for the
      year ended  December 31, 2004,  "other  receivable  related to issuance of
      common  stock" was stated as $207,143,  or an  overstatement  of $165,714.
      This  overstatement  was a result of a  different  stock price used in the
      calculation  of the  $290,000  loan fee  between  the  Company and Cornell
      Capital Partners, LP. This difference was resolved in the first quarter of
      2005,  and the Company  made the  reclassification  from other  receivable
      related to the issuance of common stock to additional paid -in capital for
      the quarter ended March 31, 2005. The reclassification is reflected on the
      face of the Statement of Stockholders'  Deficit as  "Reclassification  for
      change in the  number of shares  receivable  related  to the  issuance  of
      common stock". On June 15, 2005, Cornell Capital Partners, LP returned the
      517,857   shares  as  is  reflected  on  the  face  of  the  Statement  of
      Stockholder's  Deficit as activity during the quarter ended June 30, 2005.
      As of December 31, 2005,  the Company had not taken any draws  against the
      Standby Equity  Distribution  Agreement.  The Standby Equity  Distribution
      Agreement expires on August 6, 2006.

11.   COMMITMENTS AND CONTINGENCIES

      Consulting  Agreement - The  Company  entered  into a two-year  consulting
      agreement   effective  January  1,  2005,  for  management  and  strategic
      services.  The consulting agreement calls for payments of $6,000 per month
      and provides for warrants to purchase  28,571,428  shares of the Company's
      common stock. The exercise price of the warrants is $.007 per share, which
      equaled  the bid/ask  price of the  Company's  common  stock on January 1,
      2005,  the  effective  date of the  agreement.  The rights to exercise the
      warrants shall vest in four equal  tranches of 7,142,857  common shares at
      six months,  twelve months,  eighteen months, and twenty-four  months. The
      warrants  expiration  date is  twenty-four  months  after  the vest  date.
      Further,  the warrants have "piggy-back"  registration  rights and provide
      for either a cash or cashless  exercise.  The cashless exercise  provision
      provides for a discount in the amount of shares provided at exercise based
      on a formula  that takes into account as one of its factors the average of
      the  closing  sale  price  on the  common  stock  for  five  trading  days
      immediately  prior to but not including the date of exercise.  The Company
      can terminate the consulting  agreement at any time for "Cause" as defined
      in the consulting  agreement.  The consultant may terminate the consulting
      agreement at any time for  non-payment  of monies due, and such  condition
      remains uncured for a period of sixty days. If the Company  terminates the
      consultant during the term of the agreement without "Cause",  the right to
      exercise all warrants will vest  immediately.  The Company  calculated the
      total fair value of the stock options as $198,643 using the  Black-Scholes
      model.  For the year ended  December  31,  2005,  the  Company  recognized
      $103,640 as compensation  expense related to the warrants.  As of December
      31,  2005,  the  rights  to  exercise  14,285,714  had  vested  under  the
      consulting agreement and no warrants had been exercised.

                                      F-16
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11. COMMITMENTS AND CONTINGENCIES (continued)

      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 billed as
      additional rent to the Company and included in rent expense.  For the year
      ended  December  31,  2005,  and 2004,  total rent  expense for the leased
      facility  was  $130,603  and  $130,864,  respectively.  Additionally,  the
      Company is responsible  for all other  operating  expenses on the property
      such as insurance, repairs and maintenance,  etc. as the lease is termed a
      triple net lease.  The triple net expenses are recorded to the  applicable
      expense accounts on the Company's statement of operations.  As of December
      31,  2005,  the Company was in arrears on lease  payments by $18,950.  The
      Company is making reduced rental payments, with the intention to bring the
      liability  current by mid 2006.  The  landlord  continues to work with the
      Company under this arrangement and has not issued a notice of default as a
      result.

      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 December 31, 2005, are as follows:

          2006                                                       $   144,828
          2007                                                           125,878
          2008                                                           125,878
          2009                                                           124,552
          2010                                                           121,900
          Thereafter                                                     284,433
                                                                     -----------

                                                                     $   927,469
                                                                     ===========

12.   INCOME TAXES

      Income tax  benefit  for the year ended 2005 and 2004 was  $24,206 and $0,
      respectively.  The net  deferred tax asset was $24,206 and $0 for 2005 and
      2004,  respectively.  The net  deferred  tax asset in 2005 is  recorded as
      $7,597 in current assets,  and $16,609 in non-current  assets. At December
      31,  2005,  the  Company  had a federal  operating  loss  carryforward  of
      $315,057.  This operating loss  carryforward is available to offset future
      taxable  income over the next  nineteen  years.  The  Company  anticipates
      utilization   of   approximately   $42,000  of  the  net  operating   loss
      carryforward  for the year  ended  2005.  Due to a change in  management's
      estimate  of the  utilization  of the  operating  loss  carryforward,  the
      valuation  allowance  was  decreased  from  $50,052  (100% of the 2004 net
      deferred  tax asset) in 2004 to $24,206  (50% of the 2005 net deferred tax
      asset) in 2005. The change in the valuation  allowance resulted in the net
      deferred tax asset of $24,206 in 2005 ($48,412 net deferred tax asset less
      $24,206  valuation   allowance).   In  assessing  the  likelihood  of  the
      utilization of existing deferred tax assets, management has considered the
      historical  results of operations and the current  operating  environment.
      Management  believes,  that future  taxable  income will be  sufficient to
      utilize the net deferred tax asset of $24,206.


                                      F-17
<PAGE>

                          UNITED COMPANIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.   SUBSEQUENT EVENTS

      On January 6, 2006, 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 $.0016,
      Cornell  Capital  Partners LP was issued  6,250,000  shares of  restricted
      common stock on February 2, 2006.

      Effective January 1, 2006, the Company  renegotiated its Exclusive License
      Agreement to license the  trademark  "Brownies  Third  Lung",  "Tankfill",
      "Brownies Public Safety" and various other related trademarks as listed in
      the  Agreement.  Based  on the new  Agreement,  the  Company  will pay the
      related  party  entity  2.5% of gross  revenues  per  quarter,  with a 66%
      royalty fee discount  period through  December 31, 2006, at which time the
      royalty rate will return to 100%. In addition,  the new Agreement provides
      for a  $600  advertising  credit  per  month  against  the  royalties  due
      quarterly.  At  December  31,  2006,  whatever  cumulative  portion of the
      advertising credit the Company has not used for advertising,  if any, will
      become due and payable to the related party entity as royalty expense.

      On February  10,  2006,  Cornell  Capital  Partners LP issued a conversion
      notice in the amount of $10,000, representing a conversion under the terms
      of the Secured Convertible Debenture.  Accordingly,  based on a conversion
      price of $.0032,  Cornell Capital  Partners LP was issued 3,125,000 shares
      of restricted common stock on March 7, 2006.

      On March 1, 2006,  Cornell Capital Partners LP issued a conversion  notice
      in the amount of $10,000, representing a conversion under the terms of the
      Secured Convertible Debenture. Accordingly, based on a conversion price of
      $.0032,  Cornell  Capital  Partners  LP was  issued  3,125,000  shares  of
      restricted common stock on March 7, 2006.


                                      F-18