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, 2004

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

               For the transition period from _______ to _______.

                          Commission File No. 000-28321

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


                   Nevada                               88-0374969
                   ------                               ----------
      (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
       Incorporation or Organization)

   940 N.W. 1st Street, Fort Lauderdale, Florida             33311
   ---------------------------------------------             -----
     (Address of Principal Executive Offices)              (Zip Code)

                                 (954) 462-5570
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                          AVID SPORTSWEAR & GOLF CORP.
                                  (Former Name)

           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. | |

      The Company's revenues during its most recent fiscal year were $2,974,377.

      The  aggregate  market  value  of  the  Company's  voting  stock  held  by
non-affiliates  as of March 29, 2005 was  approximately  $1,219,337 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 116,127,337 shares of common stock
outstanding as of March 29, 2005.

<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,  a Nevada corporation,  is a publicly traded
company  on the  Over-the-Counter  Bulletin  Board.  Through  its  wholly  owned
subsidiary,  Trebor  Industries,  Inc.,  d/b/a  Brownie's  Third Lung, a Florida
corporation,  United  does  business  under  the name  "Brownie's  Third  Lung."
Brownie's  designs,  tests,  manufactures  and distributes  recreational  hookah
diving,  yacht based SCUBA air compressor and Nitrox Generation  Systems,  and a
line of SCUBA and water safety products  targeted at the public safety diver and
recreational boating markets.  Brownie's sells its main product lines, BROWNIE'S
THIRD LUNG, BROWNIE'S TANKFILL,  and BROWNIE'S PUBLIC SAFETY from its factory in
Fort Lauderdale, Florida.

      BROWNIE'S  THIRD LUNG,  the  consistent  product line  revenue  leader for
Brownie's, is a line 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 in diving 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
anticipates expanding its market to include sporting goods and boating retailers
as well via a web-based  training program for  non-certified  individuals.  This
program,  scheduled for release  April 1, 2005 will allow  consumers to initiate
the  required  training  for use of the  system  on their  own  schedule.  It is
anticipated  that the final phase of this  training  will be  completed  through
traditional dive retailers and  instructors,  but the system will be sold to the
non-diving public

      The BROWNIE'S  TANKFILL product line also generates a significant  portion
of  Brownie'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.  From  surveying  the  vessel  for
installation  requirements to custom fabrication of the necessary components, we
believe that 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 are currently in process toward
this end.  Brownie's  has  presented an OEM package to the major yacht  builders
attending the most recent Fort Lauderdale International Boat Show, the Yacht and
Brokerage Show in Miami, and the Palm Beach Boat Show in West Palm Beach. In the
first  quarter of 2005,  two large  builders  had already  signed on.  Brownie's
anticipates  continuing to market this program  through shows and direct contact
throughout 2005.

      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 our
newest product line and one that we believe has large growth  potential.  We are
increasing our marketing  efforts in the current year to raise  awareness of the
products we offer.

      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.

                                       3
<PAGE>

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

      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, SERVICES AND WEBSITES

      Brownie's Third Lung,  Surface Supplied Air (SSA),  Hookah,  (Low Pressure
Units), browniedive.com

      Brownie's  Third Lung products  include:  commercial/recreational  surface
supplied air units  (gasoline 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 SSA engines, compressors,  miscellaneous service parts,
SSA  accessories,  including,  but not limited to,  gear bags,  "dog"  (lobster)
snares,  and keel and trim weight packages.  In addition,  Brownies services and
repairs all units it manufactures.

      Brownie's  Tankfill,  Tankfill  Systems  (High  And Low  Pressure  Units),
Tankfill.com

      Brownie's Tankfill products include:  YachtPro(TM)  automated  compressors
(light to heavy-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(TM),
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.  Brownie's Tankfill design and engineering  services include,  but
are not limited  to:  AutoCAD,  nitrox  generation,  and custom gas  mixing.  In
addition,  we repair and service all of our high pressure  products,  as well as
high pressure products manufactured by others.

      Brownie's  Public  Safety,   Public  Safety  Dive  Gear  and  Accessories,
browniespublicsafety.com

      Brownie's  Public Safety Products  include:  SHERPA,  HELO systems,  Rapid
Entry System (RES), garment integrated personal flotation device (GI-PFD),  fast
float system,  personal life raft,  surf shuttle,  lift bags, as well as various
other safety related accessories.

CUSTOMERS

      We are predominantly a wholesale distributor to retail dive stores, marine
stores,  and shipyards.  This includes  approximately  463  independent  Brownie
dealers. In addition, we retail our products to boat owners, recreational divers
and  commercial  divers.  Our largest  customer and Brownie  dealer is Brownie's
Southport Diver (BSD), an entity owned by the brother of Robert Carmichael,  our
President, Chief Executive Officer and sole Director. Sales to BSD for the years
ended December 31, 2004 and 2003 represented,  21.7% and 16.5%, respectively, of
total Company sales. No other single customer represents greater than 10% of our
current or projected  revenue for  standard  re-occurring  business.  Individual
custom  tankfill  system sales may,  from time to time,  represent a significant
concentration of revenue;  however,  this business is on a  customer-by-customer
basis and is 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, Romi, Anderson Metals, East Coast Plastics,  Mile Marker,  Bauer, Leeson
Electric,  Sagittarius,  Rietschle  Thomas  Industries,  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 of our business to be low
prices, shopping convenience, variety of availability 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 at Brownie's. Brownie'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.
Particularly  in the Brownie's  Tankfill line of high-end custom yacht packages,
we believe that we have very little competition.

      Overall,  we are  operating in a moderately  competitive  environment.  We
believe  that the price  structure  for all the products we  distribute  compare
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 either high
or low-pressure  products and services,  while we believe we are able to fulfill
both needs.

PERSONNEL

      We currently  have  seventeen  (15) full time employees at our facility in
Fort  Lauderdale,  Florida.  Nine  (9) of  these  employees  are  classified  as
administrative or management,  and six (6) 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 lines 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.
Because the corresponding  seasons complement one another,  we are able to shift
cross-trained  factory and warehouse  personnel between the two product lines as
needed.  Thus,  we are able to avoid the down time  normally  associated  with a
seasonal business.


SOME OF THE COMPANY'S PRODUCTS IN DEPTH

      A. SURFACE  SUPPLIED AIR SYSTEM:  Brownie's  Third Lung 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 in diving 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:  Brownie's  has  developed  two
surface  supplied  air products  intended to make boat diving even  easier.  The
Built-in  Battery System builds a battery  powered  electric unit into the boat,
which eliminates 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  released 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): A unique,  patented 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(TM)   Counterweight   System:  We  believe  that  this  is  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.  The
product  received the  "Editor's  Choice" award in the October 1997 issue of the
industry's largest publication (Skin Diver). The soft version of the BC KEEL(TM)
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.

      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,  we believe that  Brownie's  Tankfill
provides  all the services  necessary  to satisfy  this market.  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 are  currently  in process  toward  this end.  Brownie's  has
presented  an OEM  package  to the  major  yacht  builders  attending  the  Fort
Lauderdale  International  Boat Show held in the  Yacht  and  Brokerage  Show in
Miami,  and the Palm Beach Boat Show in West Palm Beach. In the first quarter of
2005, two large builders had already signed on. Brownie's anticipates continuing
to market this program through shows and direct contact throughout 2005.

      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 YachtPro(TM)  series contains models
for both light to  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  YachtPro(TM)  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 an
AutoCAD industrial drawing program to design,  engineer and maintain drawings of
its various products.  Our 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 line 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 a choice  for rapid  response  for  water-related
emergencies.  A first-responder  or officer on-scene could initiate the location
and  extraction  of victims,  while the dive team is  en-route.  This could save
valuable  time and increase  the chances 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 not
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.  Below  is a brief  discussion  of the  general  market  data for both
industries:

      SCUBA DIVING INDUSTRY

      The following  information  is based on the most recent data  available on
the Professional Association of Dive Instructors' (PADI) website,  www.padi.com,
as of March 23, 2005: PADI certifies the majority of all new divers. PADI issued
526,904 new divers  certifications  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.  According to PADI,  the largest  number of
SCUBA certifications completed each year has been in Florida. Also, according to
PADI's  statistics,  the number of  certifications  issued by them each year has
increased consistently since 1975.

      MARINE INDUSTRY

      The following  information  is based on the most recent data  available on
the  website  of  the  National   Marine   Manufacturers   Association   (NMMA),
www.nmma.org, as of March 23, 2005: As of 2003, it was estimated that there were
a total of 17.49 million boats in use in the United States.  Of the boats in use
during 2003, an estimated 12.85 million were registered. Of this amount, Florida
captured the number two ranking with 922,597 registrations among all the states.
Total dollars spent on new power boats, motor,  trailers and accessory purchases
in 2003 was $14.55 billion, with Florida ranking number one among all the states
capturing  $1.51  billion of the total marine  market.  Total  dollars  spent on
marine  accessory  purchases  alone was $2.12  billion in 2003.  Of this amount,
Florida again ranked number one among all the states  capturing  $221 million of
this  market.  The  products  we sell  would be  considered  part of the  marine
accessory category. Per the statistics on the NMMA website, just in the past two
years alone the marine  accessory  market has grown from $1.94  million to $2.12
million,  or an  increase  of 9.2%.  Also,  over the past seven years the marine
market has grown from $1.13 million to $2.12  million,  or and increase of 87.6%
per NMMA statistics provided.

PRODUCT TARGET MARKETS

      The  Company  has 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 line
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 Florida has predominantly been our past focus, we are in the process of
both identifying and  establishing  distributors in Australia and Europe for all
of our products.

      BROWNIE'S THIRD LUNG, the Surface  Supplied Air or hookah product line has
both  retail  and  wholesale  groups.  A  significant  portion  of  the  922,597
registered  boat owners in Florida as reported by NMMA are  potential  customers
for our recreational systems.  Currently,  these products are predominantly sold
through SCUBA diving  retailers;  however,  Brownie's is expanding its market to
include  sporting goods and boating  retailers as well via a web-based  training
program for non-certified individuals. This program, scheduled for release April
1, 2005 will allow  consumers to initiate  the required  training for use of the
system on their own  schedule.  It is  anticipated  that the final phase of this
training will be completed  through  traditional dive retailers and instructors,
but the system will be sold to the non-diving public.

                                       7
<PAGE>

      BROWNIE'S  TANKFILL  targets a similar group, the boating  community,  but
concentrates its attention on boats over 30 feet in length. In the past, we have
approached  the  consumer  directly,  but now believe  that we will reap greater
benefits by establishing  relationships  with boat yards building luxury vessels
throughout  the world.  To that end,  Trebor has  established  an OEM policy and
pricing  structure to offer to boat builders.  In the first quarter of 2005, two
large builders had already signed on. Brownie's anticipates continuing to market
this program through shows and direct contact throughtout 2005.

      A relatively new market for us is BROWNIE'S PUBLIC SAFETY DIVING.  We have
identified municipalities and government agencies, both in the United States and
abroad,  as our primary  consumer.  These groups will  predominately  be reached
through   educational   gatherings,    trade   shows,   and   individual   sales
representatives.

TRADENAMES AND PATENTS

      TRADENAMES

      The  Company  licenses  from two  entities  that  Robert  Carmichael,  our
President, Chief Executive Officer and sole Director, 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 licenses from an entity that Robert Carmichael, our President,
Chief  Executive  Officer and sole  Director,  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(TM), and Garment Integrated Personal Flotation Device (GI-PFD).


      PATENTS

      The  Company  licenses  from two  entities  that  Robert  Carmichael,  our
President  and Chief  Executive  Officer  and sole  Director,  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:

            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(TM)),  Separating  Life Vest
      Multifunction Buoyancy Compensator (MC/PFD and Continuation in Part to the
      Water Safety  Survival  System),  Garment  Integrated  Personal  Inflation
      Device (GI-PFD),  Inflatable Dive Marker  Collection Bag (Bell Bottom Flag
      Bag), Break Away Keel with Neutralizing  Buoyancy Offset (Advanced BC Keel
      Design), and SHERPA.

MARKETING

      PRINT LITERATURE AND ADVERTISING

      We have an  in-house  graphic  design  department  to create and  maintain
product support literature,  catalogs,  mailings and web-based  advertising.  We
also  target  specific  markets  by  selectively  advertising  in  journals  and
magazines that we believe reach potential customers.

      TRADESHOWS

      In 2004 and 2003, we were represented at the following annual trade shows:
DEMA (Dive  Equipment and Marketing  Association),  Yacht and Brokerage  Show in
Miami, Fort Lauderdale  International  Boat Show, the Palm Beach Boat Show, IBEX
(International Boat Exhibitors Exchange) and Fire House Expo.

      WEBSITES

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

                                       8
<PAGE>

DISTRIBUTION

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

EXPANSION GOAL

      We have expanded in the past through internal growth and currently plan to
do  the  same.  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 feasability at that time.

PRODUCT RESEARCH AND DEVELOPMENT

      We  continuously  work to provide our customers with both new and improved
products.  We provide research and development  services to not only the related
entities we license our patents and trademarks from, but also to other customers
as well.  Research  and  Development  services  for  customers  and the  related
entities are invoiced in the normal  course of business.  Internal  research and
development  costs were $73,280 and $56,893 for the year ended December 31, 2004
and  2003,  respectively.  In  addition,  Brownie's  plans to do some of its own
internal research and development  toward the goal of developing some of its own
patentable products.

GOVERNMENT REGULATIONS

      The SCUBA industry is  self-regulating;  therefore,  we are not subject to
government industry specific regulation.  Nevertheless, we strive to be a leader
in promoting safe diving practices within the industry and believe we are at the
forefront  of  self-regulation  through  responsible  diving  practices.  We are
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  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,
which is leased from an entity  that Robert  Carmichael,  our  President,  Chief
Executive  Officer  and  sole  Director,  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. The Company believes
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

      The following legal proceedings pertain to Trebor Industries,  Inc., which
became a wholly  owned  subsidiary  on March  23,  2004  pursuant  to the  Share
Exchange Agreement among United, Trebor Industries, Inc. and Robert Carmichael:

      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,  the
Company'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 2004, 2003 and 2002 are as follows(1):

                                          Calendar Year 2004(2)
                                          ---------------------
                                           High Bid   Low Bid
                                           --------   -------
                    First Quarter          $ 0.100    $ 0.010
                    Second Quarter         $ 0.175    $ 0.016
                    Third Quarter          $ 0.024    $ 0.012
                    Fourth Quarter         $ 0.013    $ 0.007

                                          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

                                          Calendar Year 2002(2)
                                          ---------------------
                                           High Bid   Low Bid
                                           --------   -------
                    First Quarter          $0.0025    $0.0011
                    Second Quarter         $0.0022    $0.0011
                    Third Quarter          $0.0033    $0.0012
                    Fourth Quarter         $0.0030    $0.0003

-----------

(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 29,  2005,  the closing  price of our common stock as reported on
the Over-the-Counter Bulletin Board was $.010 per share.

Holders of Common Stock

      As of March 29, 2005, 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.

                                       11
<PAGE>

                            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 8, 2005,  114,907,825
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.

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  convertible
debenture  is  convertible  into shares of our common stock as a price per share
that is equal to the lesser of: (i) an amount  equal to 120% of the  closing bid
price of our common stock as of the date of the convertible debenture or (ii) an
amount equal to 80% of the average of the lowest daily volume  weighted  average
price of our common stock for the five trading days  immediately  preceding  the
conversion date. The convertible  debenture accrues interest at a rate of 5% per
year and is convertible at the holder's option. The convertible  debenture has a
term of 3 years 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.  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.

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

      On March 8, 2005 Cornell Capital Partners LP issued a conversion notice in
the  amount  of  $10,000,  representing  a  conversion  under  the  terms of the
Convertible  Debenture.  Accordingly,  based on a  coversion  price  of  $.0082,
Cornell Capital Partners LP was issued  1,219,572 shares of free-trading  common
stock.

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 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 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 SB-2 registration became effective,  thus allowing us access under the
credit  facility.  Through March 28, 2005,  the Company has elected to not taken
any draws against the Standby Equity Distribution Agreement.

                                       12
<PAGE>

OPTIONS AND WARRANTS

      Effective January 1, 2005, the Company entered into a two-year  Consulting
Agreement for management and strategic services with Jeff Morris. 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 closing  price of the Company's
common stock on January 1, 2005, the effective date of the Agreement. The rights
to exercise the warrants 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 corresponding  vesting
date.  Further,  the warrants have "piggy-back"  registration rights and provide
for either a cash or cashless exercise. The cashless exercise provision provides
for a discount in the amount of shares  provided at exercise  based on a formula
that takes into  account as one of its factors  the average of the closing  sale
price on the common  stock for five trading  days  immediately  prior to but not
including  the date of  exercise.  The  Company  can  terminate  the  Consulting
Agreement at any time for "Cause" as defined in the  Consulting  Agreement.  The
Consultant may terminate the Consulting Agreement at any time for non-payment of
monies due, and such condition remains uncured for a period of sixty days.

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,  United 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.

      As of April 2, 2004, we issued a Secured Convertible  Debenture to Cornell
Capital  Partners  LP in the  principal  amount  of  $250,000.  The  convertible
debenture  is  convertible  into shares of our common stock as a price per share
that is equal to the lesser of: (i) an amount  equal to 120% of the  closing bid
price of our common stock as of the date of the convertible debenture or (ii) an
amount equal to 80% of the average of the lowest daily volume  weighted  average
price of our common stock for the five trading days  immediately  preceding  the
conversion date. The convertible  debenture accrues interest at a rate of 5% per
year and is convertible at the holder's option. The convertible  debenture has a
term of 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.

      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.

                                       13
<PAGE>

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.  The registration
statement was declared  effective by the Securities  and Exchange  Commission on
August 6, 2004.

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

OVERVIEW

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

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

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

FINANCIAL PERFORMANCE

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

                                       14
<PAGE>

SIGNIFICANT ACCOUNTING POLICIES

      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:

      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.   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,
2004 and 2003, were approximately $61,158 and $56,982, 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.

                                       15
<PAGE>

      As of December 31, 2004,  the Company has  available  net  operating  loss
carryforwards  that will expire in various periods through 2024. Such losses may
not be fully deductible due to the significant amounts of non-cash service costs
and the change in  ownership  rules under  Section 382 of the  Internal  Revenue
Code. The Company has established a valuation allowance for the full tax benefit
of the operating loss carryovers due to the uncertainty regarding realization.

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

      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 has not had a  significant
financial impact.

      On April 14,  2004,  United  issued  500,000  unregistered  shares to Earl
Ingarfield in satisfaction of a $10,000  consulting  agreement dated January 15,
2004. Other than this transaction,  the Company issued no stock, neither granted
warrants nor options,  to employees or  non-employees  for  compensation for the
year ended December 31, 2004.

      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.

      This  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.

RECENT ACCOUNTING PRONOUNCEMENTS

      In addition to SFAS No. 123  revised,  as discussed  above in  conjunction
with Stock Based Compensation, new accounting pronouncements that have a current
or future potential impact on our financial statements are as follows:

      FASB  Interpretation No. 46,  Consolidation of Variable Interest Entities,
an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial
Statements, addresses consolidation by business enterprises of variable interest
entities.  It is effective  immediately for variable  interest  entities created
after  January 31, 2003.  It applies in the first fiscal year or interim  period
beginning  after June 15, 2003, to variable  interest  entities  acquired before
February  1, 2003.  The company  adopted  this  statement  during the year ended
December 31, 2004 with no significant financial impact.

      SFAS No.  148,  Accounting  for  Stock-Based  Compensation-Transition  and
Disclosure  amends the transition and disclosure  provisions of SFAS No. 123. As
discussed in stock-based compensation  above, the Company elected early adoption
of SFAS No. 123 revised. As of the year ended December 31, 2004, the Company had
no existing  STOCK-BASED  COMPENSATION  plans.  Therefore,  the  transition  and
disclosure  provisions of SFAS No. 148 are not expected to have any  significant
financial impact on the Company.

                                       16
<PAGE>

      SFAS No. 149,  Amendment of Statement  133 on Derivative  Instruments  and
Hedging Activities,  amends and clarifies accounting for derivative  instruments
under SFAS No. 133. It is effective  for  contracts  entered into after June 30,
2003. The Company adopted this statement during the year ended December 31, 2004
with no significant financial impact.

      SFAS  No.  150,   Accounting  for  Certain   Financial   Instruments  with
Characteristics of both Liabilities and Equity, establishes standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liability  and  equity.  It  requires  that an  issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset  in  some  circumstances).  This  statement  is  effective  for  financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003. The Company adopted this statement during the year ended December 31, 2004
with no significant financial impact.

      SFAS No. 151, Inventory  Costs-Amendment of ARB No. 43 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 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.

RESULTS OF OPERATIONS  FOR THE YEAR ENDED  DECEMBER 31, 2004, AS COMPARED TO THE
YEAR ENDED DECEMBER 31, 2003

      The  following  discussion  of  United's  results of  operations  compares
United's year ended 2004  operations  activities,  which includes the results of
operations for United's wholly-owned  subsidiary Trebor Industries,  Inc., d/b/a
Brownie's  Third Lung.  The  comparable  figures for the year ended 2003 are the
results of  operations of Trebor  Industries,  Inc., as United had no operations
for such period.

      REVENUES.  For the year  ended  December  31,  2004,  we had  revenues  of
$2,974,377 as compared to revenues of $2,455,946 for the year ended December 31,
2003, an increase of $518,431 or 21.11%. This increase is primarily attributable
to an increase in hookah system and tank fill system sales in the second through
fourth quarters of 2004. The Company attributes the sales increase in the second
quarter of 2004 to increased  marketing and sales  efforts to promote  preseason
sales.  The  primary  increase  in  revenues  for the third  quarter  of 2004 is
attributable to a custom tankfill sale in July 2004 that exceeded $300,000.  The
increase was diminished later in the third quarter by a sales decline attributed
to the effect of the three  hurricanes that hit the coast of Florida during that
time period.  For the fourth quarter 2004, there was an increase in hookah sales
over the fourth  quarter of 2003.  The after  effects of the  hurricanes  on our
business were still being felt during the early part of the fourth  quarter 2004
as seen by a slight decline in recreational hookah sales.  However,  the decline
in recreational hookah sales was surpassed by an increase in sales of electrical
and commercial units purchased largely in response to the clean up efforts after
the  hurricanes.  Overall,  our tankfill  system  sales  increased in the fourth
quarter 2004,  compared to the same period in 2003.  The increase from two large
custom  tankfill  sales in the fourth quarter of 2004, as compared to one in the
fourth  quarter of 2003,  surpassed  the decline in  non-custom  tankfill  sales
during the fourth  quarter of 2004. In addition,  we had increased  sales in the
fourth  quarter of 2004, as compared to the fourth  quarter of 2003,  due to the
sale of sea scooters, a new product offered in 2004.

      COST OF REVENUES.  For the year ended  December  31, 2004,  we had cost of
revenues of $2,020,615,  as compared with cost of revenues of $1,669,577 for the
year ended  December 31, 2003, an increase of $351,038 or 21.03%.  This increase
is  primarily  attributable  to the  net of a  decrease  in  material  costs  of
components used in the assembly of our hookah and tank fill systems, an increase
in  material  costs as a result of higher  quantity  of sales,  an  increase  in
material cost as a percentage of sales on sales for which we were the dealer, an
increase in overhead, and an increase in direct labor.

                                       17
<PAGE>

      GROSS PROFIT.  For the year ended December 31, 2004, we had a gross profit
of $953,762, as compared to gross profit of $786,369 for the year ended December
31,  2003,  an  increase  of $167,393  or 21.29%.  This  increase  is  primarily
attributable  to an increase  in sales and the net  increase in cost of revenues
during the year ended 2004 compared to the year ended 2003.

      OPERATING  EXPENSE.  For the year ended  December 31,  2004,  we had total
operating  expenses of  $1,121,069  as compared to total  operating  expenses of
$898,730  for the year ended  December  31,  2003,  an  increase  of $222,339 or
24.74%.  This  increase  is  primarily  attributable  to  increased  selling and
administrative  salaries,  consulting  fees, legal fees and accounting fees. The
increased  costs were incurred  mainly in  conjunction  with the share  exchange
transaction  between United and Trebor Industries,  Inc consummated on March 23,
2004, a secured convertible debenture transaction entered into on April 2, 2004,
a Standby Equity  Distribution  Agreement entered into on April 2, 2004, ongoing
costs associated with now being a public, reporting entity (Trebor, prior to the
March 2004 share exchange transaction,  was a private entity), and the filing of
a  Registration  Statement on Form SB-2 with the United  States  Securities  and
Exchange Commission on July 16, 2004.

      INTEREST  EXPENSE.  For the year ended  December 31, 2004, we had interest
expense of  $431,153,  as compared to $73,595  for the year ended  December  31,
2003,   an  increase  of  $357,558  or  485.84%.   This  increase  is  primarily
attributable to recording  approximately  $340,000 in interest for the intrinsic
value  of the  conversion  feature  of the  two  debentures  recorded  in  2004,
($285,714  and  $55,288  were  recorded  in  the  second  and  third   quarters,
respectively).  The remaining difference is a net of an increase in interest due
to  payments  being  made on new  vehicles  purchased  toward  the end of  2003,
decrease due to interest paid to a governmental  agency in 2003 not  reoccurring
in 2004,  and an increase  in interest  from  interest  attributable  to the two
convertible  debentures issued in 2004. In compliance with GAAP and according to
Accounting Authoritative Literature,  specifically the Emerging Issue Task Force
(EITF) 98-5 - Accounting for Convertible  Securities with Beneficial  Conversion
Features  or  Contingently   Adjustable  Conversion  Ratios  and  EITF  00-27  -
Application  of Issue  No.  98-5 to  Certain  Convertible  Instruments,  we were
required  to record the  intrinsic  value of the  conversion  feature of the two
debentures as interest  with a  corresponding  adjustment to Additional  Paid in
Capital at the issuance date of the debentures. This resulted in interest on the
conversion  features  being  recorded at the date of issuance of the  debentures
rather than over the life of the debentures or at conversion.

      OTHER  INCOME/EXPENSE.  For the year ended  December 31, 2004 we had other
income of $87,539,  as  compared  to $1,113 of other  expense for the year ended
December  31,  2003,  an  increase  of $88,652 or  7,965.14%.  The  increase  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.

      NET LOSS.  For the year  ended  December  31,  2004,  we had a net loss of
$510,922 as compared to a net loss of $187,069  for the year ended  December 31,
2003, an increase of $323,853 or 173.12%.  This net increase is  attributable to
the  increase in other income of $88,652,  the  increase in interest  expense of
$357,558,  the increase in gross  profit  margin of $167,393 and the increase in
operating expenses of $222,339. If it were not for the recording of the interest
on the intrinsic value of the conversion feature of the debentures, all recorded
at the date of issuance  of the  debentures  as  discussed  in Interest  Expense
above,  the net loss for the year  ended  December  31,  2004  would  have  been
$170,922, a $16,147 or 8.63% improvement over the year ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

      As of December  31,  2004,  the  Company  had cash and  current  assets of
$470,568.  As of  December  31,  2004,  we had current  liabilities  of $640,337
consisting  of  accounts  payable  and accrued  liabilities  $555,130,  customer
deposits of $31,427,  other  liabilities  of  $10,000,  notes  payable - current
portion of $15,404,  and notes  payable - related  parties - current  portion of
$28,376.  As of December 31, 2004, we had a working capital deficit of $169,769.
We will require  external  financing to fund 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 LP will retain 5% of each advance under
the Standby Equity Distribution Agreement. We may not request advances in excess
of a total of $5 million. The maximum of each advance is equal to $100,000,  and
up to a maximum of $400,000, in the aggregate, in any thirty-day period. On 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 SB-2 registration became effective,  thus allowing us access under the
credit facility. To-date the Company has elected not taken any draws against the
Standby Equity Distribution Agreement.

                                       18
<PAGE>

      As of April 2, 2004, we issued a Secured Convertible  Debenture to Cornell
Capital  Partners  LP in the  principal  amount  of  $250,000.  The  convertible
debenture  is  convertible  into shares of our common stock as a price per share
that is equal to the lesser of: (i) an amount  equal to 120% of the  closing bid
price of our common stock as of the date of the convertible debenture or (ii) an
amount equal to 80% of the average of the lowest daily volume  weighted  average
price of our common stock for the five trading days  immediately  preceding  the
conversion date. The convertible  debenture accrues interest at a rate of 5% per
year and is convertible at the holder's option. The convertible  debenture has a
term of 3 years. At United's  option,  the convertible  debenture may be paid in
cash or converted  into shares of our common stock unless  converted  earlier by
the  holder.  Except  after an event of  default,  as set  forth in the  Secured
Convertible  Debenture  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  and  Trebor  became a  wholly-owned
subsidiary of United.  Trebor designs,  manufactures and sells  surface-supplied
air units for the recreational diving industry.  United has a history of losses.
Historically,  Trebor has had both  profitable  and  unprofitable  years.  As of
December 31, 2004, we had an  accumulated  deficit of  $1,610,591.  For the year
ended December 31, 2004, we incurred a net loss of $510,922.  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.

      WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

      As of  December  31,  2004,  we had  $2,328  of cash on hand and our total
current  assets were  $470,568.  Our  current  liabilities  were  $640,337 as of
December  31,  2004.  We will  need to  raise  additional  capital  to fund  our
anticipated  operating expenses.  Among other things,  external financing may be
required to cover our operating costs.  Unless we obtain profitable  operations,
it is unlikely that we will be able to secure additional financing from external
sources.  As of March 8, 2005,  we estimate  that we will  require $1 million to
fund our  anticipated  operating  expenses  for the  next  twelve  months  if we
maintain  sales  growth  at the same  rate.  To  increase  our  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 or
cease our 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  or cease our  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,  2004  WERE NOT  SUFFICIENT  TO  SATISFY  OUR  CURRENT
LIABILITIES

                                       19
<PAGE>

      We had a working  capital  deficit of $169,769 as of  December  31,  2004,
which means that our current  liabilities  as of that date  exceeded our current
assets by $169,769.  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, 2004 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, ARE SECURED BY ALL OF OUR ASSETS

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

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

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

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

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

      In  addition,  there is an inverse  relationship  between the price of our
common  stock and the  number of shares of common  stock,  which  will be issued
under the Standby Equity Distribution Agreement. Based on our recent stock price
of $.010,  we would have to issue to Cornell Capital  Partners LP  approximately
526,315,790  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 29, 2005 we had 116,127,337 shares of common stock issued and outstanding.
In the event we desire to draw down any available  amounts  remaining  under the
Standby  Equity  Distribution  Agreement  after we have  issued the  118,000,000
shares that we registered  in the Form SB-2, we will have to obtain  shareholder
approval to amend our  Articles of  Incorporation  to  increase  our  authorized
shares  of common  stock and file a new  registration  statement  to cover  such
additional  shares that we would issue for additional  draw downs on the Standby
Equity Distribution  Agreement.  Unless we obtain profitable  operations,  it is
unlikely  that we will be able to  secure  additional  financing  from  external
sources other than our Standby Equity Distribution  Agreement.  Therefore, if we
are unable to draw down on our Standby Equity Distribution  Agreement, we may be
forced to curtail or cease our business operations.

      Our  Common  Stock Is Deemed To Be "Penny  Stock,"  Which May Make It More
Difficult For Investors To Sell Their Shares Due To Suitability Requirements

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

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

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

                                       20
<PAGE>

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

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

      Our success depends in part on our ability,  and the ability of our Patent
and Trademark Licensors,  entities owned and controlled by Robert M. Carmichael,
our President,  Chief Executive Officer and sole Director,  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, which could be harmful to our business.

      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.

                                       21
<PAGE>

      RELIANCE ON VENDORS AND MANUFACTURERS

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

      DEPENDENCE ON CONSUMER SPENDING

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

      GOVERNMENT REGULATIONS MAY IMPACT US

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

      FUTURE  ACQUISITIONS  MAY DISRUPT OUR BUSINESS  AND DEPLETE OUR  FINANCIAL
RESOURCES

      Any future  acquisitions  we make could disrupt our business and seriously
harm our  financial  condition.  We intend to pursue  the  acquisition  of other
companies,  assets  and  product  lines  that  either  complement  or expand our
existing  business.  Acquisitions  involve a number of special risks,  including
diversion of  management's  attention to the  assimilation of the operations and
personnel of the acquired  business,  potential  adverse  short-term  effects on
operating  results and  amortization of acquired  intangible  assets.  Moreover,
there can be no assurance that we will find attractive  acquisition  candidates,
that  acquisitions  can be consummated on acceptable  terms or that any acquired
companies can be integrated  successfully  into our operations.  At this time we
are  not  currently  engaged  in  any  acquisition  negotiations.

      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.

      OUR STANDBY EQUITY DISTRIBUTION  AGREEMENT COULD HAVE AN ADVERSE EFFECT ON
OUR ABILITY TO MAKE ACQUISITIONS WITH OUR COMMON STOCK

      We cannot predict the actual number of shares of common stock that will be
issued pursuant to our Standby Equity Distribution  Agreement,  in part, because
the  purchase  price of the shares will  fluctuate  based on  prevailing  market
conditions  and we have not determined the total amount of advances we intend to
draw.  It may be necessary  for our  shareholders  to approve an increase in our
authorized common stock for us to register  additional shares of common stock in
order to have sufficient  authorized shares available to make acquisitions using
our common  stock.  As we issue shares of common  stock  pursuant to the Standby
Equity Distribution  Agreement,  we may not have sufficient shares of our common
stock available to successfully attract and consummate future acquisitions.

                                       22
<PAGE>

      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-QSB,  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.

      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

                                       23
<PAGE>

      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       42           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.  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.

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.

                                       24
<PAGE>

      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, 2004, 2003 and 2002 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.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                          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     2004     $81,010.64  $       --     $       --            --     $       --     $       --
President and Chief      2003     $77,571.44  $       --     $       --            --     $       --     $       --
Executive Officer        2002     $75,964.28  $       --     $       --            --     $       --     $       --
</TABLE>

-----------

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

      The following table contains information  regarding options granted during
      the year ended December 31, 2004 to United's named executive officer.

                             OPTION/SAR GRANTS TABLE

                                        % TOTAL
                                      OPTIONS/SAR'S
                                       GRANTED TO
                                       EMPLOYEES
                          NO. OF        IN YEAR
                        SECURITIES       ENDED
                        UNDERLYING    DECEMBER 31  EXERCISE OR BASE
                       OPTIONS/SAR'S      2004           PRICE       EXPIRATION
NAME                    GRANTED (#)       (%)        ($ PER SHARE)      DATE
----                    -----------   -----------    -------------   -----------
Robert M. Carmichael        None          N/A             N/A           N/A
President and Chief
Executive Officer

                                       25
<PAGE>

      The following table contains  information  regarding  options exercised in
the year ended  December  31,  2004,  and the  number of shares of common  stock
underlying  options held as of December 31, 2004,  by United's  named  executive
officer.

                        AGGREGATED OPTIONS/SAR EXERCISES
                             IN LAST FISCAL YEAR AND
                       FISCAL YEAR END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
                                              NUMBER OF SECURITIES                 VALUE OF
                                                   UDERLYING                     UNEXERCISED
                                                   EXERCISED                     IN-THE-MONEY
                        SHARES                     OPTIONS/SAR'S                 OPTIONS/SAR'S
                       ACQUIRED                    AT FY-END                      AT FY-END
                         ON       VALUE     ----------------------------   ---------------------------
                       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.


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 8, 2005 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
                                                     SHARES         PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER(1)              OWNED          OWNED
---------------------------------------            ----------      --------
Robert M. Carmichael                               95,000,000      81.81%
940 N.  W.  1st Street
Fort Lauderdale, Florida

All officers and directors as a group (1 person)   95,000,000      81.81%

-----------

(1)   Applicable  percentage  of  ownership  is based on  116,127,337  shares of
      common stock  outstanding  as of March 29, 2005 together  with  securities
      exercisable or  convertible  into shares of common stock within 60 days of
      March 29, 2005 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 29, 2005 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.

                                       26
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      NOTES PAYABLE - RELATED PARTIES - Notes payable - related parties consists
of the following as of December 31, 2004:

<TABLE>
<CAPTION>
<S>                                <C>                                       <C>
Loan from the Company's Chief Executive Officer, unsecured, bearing
  interest at 10% per annum, principal- only payments of $5,000 per
  month through March 30, 2005, due on demand.  In March 2005, this
  loan was restructured. A new note was signed  with principal and
  interest payments of $3,924 per month to begin  on April 1, 2005
  bearing 10% interest per annum with a $431,795 balloon payment due
  March 1, 2010. The note will be discounted 15% of the outstanding
  balance if paid in full by April 1, 2007.                                  $   442,478

Loan from an entity owned by the Company's Chief Executive Officer,
  unsecured, bearing interest at 10% per annum, and due on demand.  In
  March 2005, this loan was restructured.  A new note was signed  with
  principal and  interest payments of $1,802 per month to begin  on
  April 1, 2005 bearing10% interest  per annum with a $198,264 balloon
  payment due March 1, 2010.  The note will be discounted 15% of the
  outstanding balance if paid in full by April 1, 2007.                          201,917

Accrued royalties due an entity owned by the Company's Chief Executive
  Officer, unsecured, converted to a non-interest bearing note
  effective February 15, 2005 with principal only payments of $2,292 to
  begin on March 15, 2005 and maturing in February 2007.                          54,998
                                                                             -----------
                                                                                 699,393

Less amounts due within one year                                                  28,376
                                                                             -----------
Long-term portion of related party notes payable                             $   671,017
                                                                             ===========
</TABLE>

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

                        2005                       $    28,376
                        2006                            31,417
                        2007                             8,912
                        2008                             4,781
                        2009 and thereafter            625,907
                                                   -----------
                                                   $   699,393
                                                   ===========

      As of  December  31,  2004 two loans from the  Company's  Chief  Executive
Officer,  were combined into the one loan totaling  $442,478 as presented above,
bearing  the  same  terms  and   conditions  as  the  separate  loans  prior  to
combination. In addition, as of December 31, 2004, the Company's Chief Executive
Officer  satisfied  a fully  reserved  debt of a related  entity by  granting  a
$76,696 reduction in the loan amount due the entity.  The $76,696 was applied to
the loan balance due from the related entity. Accordingly,  the $76,696 existing
reserve against this debt was reversed,  resulting in a recovery of bad debt for
the same amount.

      INTEREST  EXPENSE ON RELATED  PARTY LOANS - The Company  accrues  interest
monthly on the average outstanding balances of the related party loans at a rate
of 10% per annum. The interest due is added to the respective related party loan
accounts.  Interest  expense on related party loans for the years ended December
31, 2004 and 2003 was $72,456 and $54,633, respectively.

      REVENUES - The Company sells products to an entity owned by the brother of
the Company's Chief Executive Officer.  Terms of sale are no more favorable than
those offered to our other  customers.  Revenues  earned from the entity for the
year ended December 31, 2004 and 2003 were approximately  $644,320 and $405,000,
respectively.

                                       27
<PAGE>

      ROYALTIES  -  During  January  2004  the  Company   entered  into  various
Non-Exclusive  License  Agreements  with entities  owned by the Company's  Chief
Executive Officer to license patents of products owned by the entities. Based on
the  Agreements,  the  Company  will pay the  entities  from $1.00 to $50.00 per
licensed products sold, with rates increasing 5% annually.  Effective January 1,
2005, three of six of these  Agreements were  renegotiated and replaced with New
Agreements. The three agreements effective January 1, 2004 that were not changed
are with one entity the Chief  Executive  Officer has an  ownership  interest in
calling for  payments of $1.00,  $2.00 and $50.00,  respectively,  per  licensed
product  sold,  with  rates   increasing  5%  annually.   Under  the  three  new
Non-Exclusive License Agreements effective January 1, 2005, the Company will pay
another entity owned by the Chief Executive Officer, $2.00 per licensed products
sold,  rates  increasing  5% annually.  In addition,  as part of the New Royalty
Agreements,  the related  entity has granted a 75% royalty fee  discount  period
through December 31, 2005 after which time the royalty rate will return to 100%.

      During  January  2004,  the  Company  entered  into an  Exclusive  License
Agreement  with an entity  owned by the  Company's  Chief  Executive  Officer to
license the trademark  "Brownies Third Lung". Under the Agreement the Company is
required to pay the entity the  greatest of $15,000 per quarter or 2.5% of gross
revenues.  This Agreement was renegotiated,  and effective January 1, 2005, will
be  replaced  with  a New  Agreement  that  added  Tankfill  and  Public  Safety
Trademarks  to the  license  agreement  for the  royalty  fee of  2.5% of  gross
revenues per quarter. In addition,  under the New Royalty Agreement, the related
entity has granted a 75% royalty discount period through December 31, 2005 after
which time the royalty rate will return to 100%.

      During  January  2004,  the Company  entered  into two  Exclusive  License
Agreements  with an entity owned by the  Company's  Chief  Executive  Officer to
license the various Tankfill and Public Safety trademarks.  Under the Agreements
the Company is required to pay the entity 1% of gross revenues for total related
licensed  products sold. These agreements were cancelled after December 31, 2004
since they were combined with the  renegotiated  "Brownies Third Lung" trademark
license agreement that became effective January 1, 2005.

      During  January  2004 the Company  entered  into a  Non-Exclusive  License
Agreement with an entity in which the Chief  Executive  Officer has an ownership
interest to license a trademark  of products  owned by the entity.  Based on the
Agreements,  the Company will pay the entity $0.25 per licensed  products  sold,
with rates increasing $0.05 annually.

      For the year ended December 31, 2004,  total royalty expense for the above
agreements  approximated  $98,305.  As of December 31, 2004,  the Company was in
arrears  on  royalty  fees  due by  $54,998.  As part of the  renegotiation  and
replacement of some of the Royalty  Agreements as referred to above, the related
entities  waived interest and penalties that would have been due on the $54,998.
Additionally,  a  non-interest  bearing  note was issued on February 15, 2005 to
allow for payments of the $54,998 over a twenty-four month term.

      LEASE  EXPENSE - The Company  leases its facility  from an entity in which
the Chief  Executive  Officer has an ownership  interest.  Lease expense for the
year ended December 31, 2004 and 2003 was  approximately  $130,864 and $113,000,
respectively.

                                       28
<PAGE>

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

      (a)   EXHIBITS:

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

2.3          Articles of Merger of Avid         Incorporated by reference to
             Sportswear & Golf Corp. with and   Exhibit 2.03 to Avid Sportswear
             into Merger Co., Inc.              & 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    Incorporated by reference to
             March 23, 2004 by and among        Exhibit 16.1 to Current Report
             United, Trebor Industries, Inc.    on Form 8-K filed April 9, 2004
             and Robert Carmichael

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

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

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

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

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

10.7         Form of Secured Convertible        Incorporated by reference to
             Debenture                          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        Incorporated by reference to
             Agreement, dated April 2, 2004 by  Exhibit 10.9 to United Companies
             and between United and Cornell     Corporation's Registration
             Capital Partners, L.P.             Statement on Form SB filed
                                                July 16, 2004

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

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

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

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

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

      (a)   REPORTS ON FORM 8-K:

      We filed a Current  Report on Form 8-K on April 9,  2004 with  respect  to
Item 2 - Acquisition or Disposition of Assets and Item 7 - Financial  Statements
and Exhibits.

      We filed a Current  Report on Form 8-K on May 3, 2004 with respect to Item
4 - Change in Registrant's Certifying Accountant.

                                       29
<PAGE>

      We filed an amendment to a Current Report on June 23, 2004 with respect to
Item 2 - Acquisition or Disposition of Assets and Item 7 - Financial  Statements
and  Exhibits,  which  amended our current  Report on Form 8-K filed on April 9,
2004.

      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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

                                                     For the Years
                                                   Ended December 31,
                                                -----------------------
                                                     2004         2003
                                                ----------    ---------
           Audit Fees and Audit Related Fees    $   38,151    $  20,500
           Tax Fees                             $       --    $      --
           Other                                $       --    $      --
           Finance and Accounting Consultants   $       --    $      --

                                       30
<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 31, 2005                      UNITED COMPANIES CORPORATION

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

                                       31
<PAGE>

                          UNITED COMPANIES CORPORATION
                              FINANCIAL STATEMENTS
                               TABLE OF CONTENTS

                                                                         PAGE(S)
                                                                         -------

 REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM                 F-1

 BALANCE SHEET AS OF DECEMBER 31, 2004                                    F-2

 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
   DECEMBER 31, 2004 AND 2003                                             F-3

 STATEMENT OF STOCKHOLDERS' DEFICIT AS OF
   DECEMBER 31, 2002 THROUGH DECEMBER 31, 2004                            F-4

 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
   DECEMBER 31, 2004 AND 2003                                             F-5

 NOTES TO THE FINANCIAL STATEMENTS                                    F-6 - F-15

<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM

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

We have audited the accompanying  balance sheet of United Companies  Corporation
as of December 31, 2004, and the related statements of operations, stockholders'
deficit,  and cash flows for the years ended  December 31, 2004 and 2003.  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 financial  statements  referred to above present fairly, in
all material respects, the financial position of United Companies Corporation as
of December 31, 2004,  and the results of its  activities and cash flows for the
years ended December 31, 2004 and 2003 in conformity with accounting  principles
generally accepted in the United States.

L.L. Bradford & Company, LLC
January 14, 2005
(except for Note 12, as to which the date is March 8, 2005)
Las Vegas, Nevada


                                      F-1
<PAGE>

                          UNITED COMPANIES CORPORATION
                                 BALANCE SHEET
                               DECEMBER 31, 2004

                                     ASSETS
Current assets
    Cash                                                           $     2,328
    Accounts receivable, net                                            63,879
    Inventory                                                          395,417
    Prepaid expense and other current assets                             8,944
                                                                   -----------
      Total current assets                                             470,568

Fixed assets, net                                                       74,343

Other assets                                                            57,093
                                                                   -----------

Total assets                                                       $   602,004
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Accounts payable and accrued liabilities                       $   555,130
    Customer deposits                                                   31,427
    Other liabilities                                                   10,000
    Notes payable - current portion                                     15,404
    Notes payable - related parties - current portion                   28,376
                                                                   -----------
      Total current liabilities                                        640,337

Long-term liabilities
    Notes payable - long-term portion                                   38,516
    Notes payable - related parties - long-term portion                671,017
    Convertible debenture                                              375,000
                                                                   -----------

Total liabilities                                                    1,724,870

Commitments and contingencies                                               --

Stockholders' deficit
    Common stock; $0.001 par value; 250,000,000 shares
       authorized 114,126,575 shares issued and outstanding            114,127
    Additional paid-in capital                                         811,946
    Loan fees related to standby equity distribution agreement        (231,205)
    Other receivable related to the issuance of common stock          (207,143)
    Accumulated deficit                                             (1,610,591)
                                                                   -----------
      Total stockholders' deficit                                   (1,122,866)
                                                                   -----------

Total liabilities and stockholders' deficit                        $   602,004
                                                                   ===========

                 See Accompanying Notes to Financial Statements


                                      F-2
<PAGE>

                          UNITED COMPANIES CORPORATION
                            STATMENTS OF OPERATIONS

                                                  Years Ended December 31,
                                              --------------------------------
                                                    2004               2003
                                              -------------      -------------
Revenues                                      $   2,974,377      $   2,455,946

Cost of revenues                                  2,020,615          1,669,577
                                              -------------      -------------

    Gross profit                                    953,762            786,369

Operating expenses
    Research and development costs                   73,280             56,893
    Selling, general and administrative           1,047,790            841,837
                                              -------------      -------------
      Total operating expenses                    1,121,070            898,730
                                              -------------      -------------

    Loss from operations                           (167,308)          (112,361)

Other (income) expense
    Other (income) expense                          (87,539)             1,113
    Interest expense                                431,153             73,595
                                              -------------      -------------
      Total other expenses                          343,614             74,708
                                              -------------      -------------

Net loss                                      $    (510,922)     $    (187,069)
                                              =============      =============

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                          109,719,171         95,000,000
                                              =============      =============

                 See Accompanying Notes to Financial Statements


                                      F-3
<PAGE>

                          UNITED COMPANIES CORPORATION
                       STATEMENT OF STOCKHOLDERS' DEFECIT
<TABLE>
<CAPTION>
                                                                                             Loan fees     Other
                                                                                            Related to   Receivable
                                          Common Stock          Additional                Standby Equity Related to the
                                                                 Paid-In       Treasury    Distribution  Issuance of    Accumulated
                                       Shares       Amount       Capital        Stock        Agreement   Common Stock     Deficit
                                   ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                                  <C>         <C>           <C>           <C>           <C>           <C>           <C>
Balance, December 31, 2002           95,000,000  $     95,000  $    270,846  $     (4,800) $         --  $         --  $   (912,600)

Net loss                                                                                                                   (187,069)
                                   ------------  ------------  ------------  ------------  ------------  ------------  ------------

Balance, December 31, 2003           95,000,000        95,000       270,846        (4,800)           --            --    (1,099,669)

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            --      (290,000)           --            --

Common stock issued for
  other receivable                     1,726,190         1,726       205,417            --            --      (207,143)          --

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)           --        58,795            --            --

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

Balance, December 31, 2004          114,126,575  $    114,127  $    811,946  $         --  $   (231,205) $   (207,143) $ (1,610,591)
                                   ============  ============  ============  ============  ============  ============  ============
<CAPTION>

                                      Total
                                   Stockholders'
                                     Deficit
                                   ------------
<S>                                 <C>
Balance, December 31, 2002          $  (551,554)

Net loss                               (187,069)
                                    -----------

Balance, December 31, 2003             (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                     --

Common stock issued for
  other receivable                           --

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                     --

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

Balance, December 31, 2004          $(1,122,866)
                                    ===========
</TABLE>

                 See Accompanying Notes to Financial Statements


                                      F-4
<PAGE>

                          UNITED COMPANIES CORPORATION
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                              Years ended December 31,
                                                                              ------------------------
                                                                                 2004          2003
                                                                              ---------      ---------
<S>                                                                           <C>            <C>
Cash flows from operating activities:
      Net loss                                                                $(510,922)     $(187,069)
      Adjustments to reconcile net loss to net
       cash used by operating activities:
           Depreciation and amortization                                         53,979         29,582
           Stock based compensation                                              10,000             --
           Beneficial conversion feature related to convertible debenture       341,002             --
      Changes in operating assets and liabilities:
           Change in accounts receivable, net                                   (12,279)       (37,961)
           Change in inventory                                                  (62,078)        14,916
           Change in prepaid expenses and other current assets                   (8,944)            --
           Change in other assets                                               (70,764)        (2,153)
           Change in bank overdraft                                             (26,299)         3,136
           Change in accounts payable and accrued liabilities                      (472)       (10,339)
           Change in customer deposits                                           22,507         (3,533)
           Change in billings in excess of cost and estimated
                earnings on uncompleted contracts                                (5,000)       (78,311)
           Change in other liabilities                                          (34,362)       (26,836)
                                                                              ---------      ---------
                Net cash used by operating activities                          (303,632)      (298,568)

Cash flows from investing activities:
      Change in due from related party
      Purchase of fixed assets                                                  (13,448)       (54,822)
                                                                              ---------      ---------
                Net cash used by investing activities                           (13,448)       (54,822)

Cash flows from financing activities:
      Proceeds from borrowings on notes payable                                      --         47,206
      Proceeds from borrowings on notes payable - related parties               136,876        617,450
      Proceeds from issuance of convertible debentures                          375,000             --
      Principal payments on notes payable                                       (15,421)      (152,951)
      Principal payments on notes payable - related parties                    (169,413)      (144,645)
      Principal payments on capital lease obligations                            (7,634)       (13,670)
                                                                              ---------      ---------
                Net cash provided by financing activities                       319,408        353,390
                                                                              ---------      ---------

Net change in cash                                                                2,328             --

Cash, beginning of period                                                            --             --
                                                                              ---------      ---------
Cash, end of period                                                           $   2,328      $      --
                                                                              =========      =========
Supplemental disclosure of cash flow information:
      Cash paid for interest                                                  $   6,033      $  18,962
                                                                              =========      =========
      Cash paid for taxes                                                     $      --      $      --
                                                                              =========      =========
Supplemental disclosure of non-cash financing activities
      Accounts payable and accrued liabilties assumed through
           acquistion of United Companies Corporation                         $ 224,323      $      --
                                                                              =========      =========
      Common stock issued for loan fees related to Standby Equity
           Distribution Agreement                                             $ 290,000      $      --
                                                                              =========      =========
      Common stock issued for other receivable                                $ 207,143      $      --
                                                                              =========      =========
      Amortization of loan fees related to Standby Equity
           Distribution Agreement                                             $  58,795      $      --
                                                                              =========      =========
</TABLE>

                 See Accompanying Notes to Financial Statements


                                      F-5
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      ----------------------------------------------------------------------

      DESCRIPTION  OF  BUSINESS  -  United  Companies  Corporation  (hereinafter
      referred to as the "Company") designs, tests, manufactures and distributes
      recreational  hookah  diving,  and yacht  based scuba air  compressor  and
      Nitrox Generation Systems from its factory in Ft. Lauderdale, Florida. The
      Company  also  designs,  develops  and  produces a line of scuba and water
      safety  products  targeted  at the public  safety  diver and  recreational
      boating markets.

      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  factor  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 2003
      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.  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.


                                      F-6
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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

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

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

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

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

      PRODUCT DEVELOPMENT COSTS - Product  development  expenditures are charged
      to expenses as incurred.

      ADVERTISING  AND  MARKETING  COSTS - The  Company  recognizes  advertising
      expenses in  accordance  with  Statement of Position  93-7  "Reporting  on
      Advertising  Costs."  Accordingly,  the  Company  expenses  the  costs  of
      producing  advertisements at the time production  occurs, and expenses the
      costs  of  communicating   advertisements  in  the  period  in  which  the
      advertising space or airtime is used.  Advertising and trade show expenses
      incurred for the year ended December 31, 2004 and 2003, were approximately
      $61,158 and $56,982, 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, 2004,  the Company has  available  net  operating  loss
      carryforwards  that will  expire in various  periods  through  2024.  Such
      losses  may not be fully  deductible  due to the  significant  amounts  of
      non-cash service costs and the change in ownership rules under Section 382
      of the Internal  Revenue  Code.  The Company has  established  a valuation
      allowance for the full tax benefit of the operating loss carryovers due to
      the uncertainty regarding realization.

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


                                      F-7
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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

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

      On April 14,  2004,  United  issued  500,000  unregistered  shares to Earl
      Ingarfield in satisfaction of a $10,000 consulting agreement dated January
      15,  2004.  Other  than this  transaction,  the  Company  issued no stock,
      neither granted warrants nor options,  to employees or  non-employees  for
      compensation for the year ended December 31, 2004.

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

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

      NEW ACCOUNTING  PRONOUNCEMENTS - FASB Interpretation No. 46, Consolidation
      of Variable Interest  Entities,  an interpretation of Accounting  Research
      Bulletin   No.   51,   Consolidated   Financial   Statements,    addresses
      consolidation by business enterprises of variable interest entities. It is
      effective immediately for variable interest entities created after January
      31, 2003. It applies in the first fiscal year or interim period  beginning
      after  June 15,  2003,  to  variable  interest  entities  acquired  before
      February 1, 2003. The company adopted this statement during the year ended
      December 31, 2004 with no significant financial impact.

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

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


                                      F-8
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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

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

      SFAS No. 149,  Amendment of Statement  133 on Derivative  Instruments  and
      Hedging  Activities,   amends  and  clarifies  accounting  for  derivative
      instruments under SFAS No. 133. It is effective for contracts entered into
      after June 30, 2003. The Company  adopted this  statement  during the year
      ended December 31, 2004 with no significant financial impact.

      SFAS  No.  150,   Accounting  for  Certain   Financial   Instruments  with
      Characteristics of both Liabilities and Equity,  establishes standards for
      how an issuer classifies and measures certain  financial  instruments with
      characteristics  of both liability and equity.  It requires that an issuer
      classify a  financial  instrument  that is within its scope as a liability
      (or an asset in some  circumstances).  This  statement  is  effective  for
      financial  instruments  entered into or modified  after May 31, 2003,  and
      otherwise  is  effective  at the  beginning  of the first  interim  period
      beginning after June 15, 2003. The Company  adopted this statement  during
      the year ended December 31, 2004 with no significant financial impact.

2.    INVENTORY
      ---------

      Inventory consists of the following as of December 31, 2004:

      Raw materials                                            $   225,973
      Work in process                                                   --
      Finished goods                                               169,444
                                                               -----------

                                                               $   395,417
                                                               ===========
3.    FIXED ASSETS
      ------------

      Fixed assets consist of the following as of December 31, 2004:

      Furniture and equipment                                  $   235,639
      Leasehold Improvements                                         7,000
                                                               -----------
                                                                   242,639
      Less: accumulated depreciation and amortization             (168,296)
                                                               -----------
                                                               $    74,343
                                                               ===========

4.    CREDIT CONCENTRATION
      --------------------

      The Company's largest customer and Brownie's dealer is Brownie's Southport
      Diver  (BSD),  an entity  owned by the brother of Robert  Carmichael,  the
      Company's  Chief  Executive  Officer.  Sales  to BSD for the  years  ended
      December 31, 2004 and 2003 were  approximately  $644,320 and $405,  000 or
      21.7% and 16.5%, respectively, of total Company sales.


                                      F-9
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

5.    RELATED PARTY TRANSACTIONS
      --------------------------
<TABLE>
<CAPTION>
<S>                                                                                    <C>
      Notes payable - related parties - Notes payable - related parties consists
      of the following as of December 31, 2004:

      Loan from the Company's Chief Executive Officer, unsecured, bearing
      interest at 10% per annum, principal- only payments of $5,000 per month
      through March 30, 2005, due on demand. In March 2005, this loan was
      restructured. See Note 12. SUBSEQUENT EVENTS. A new note was signed with
      principal and interest payments of $3,924 per month to begin on April 1,
      2005 bearing 10% interest per annum with a $431,795 balloon payment due
      March 1, 2010. The note will be discounted 15% of the outstanding balance
      if paid in full by April 1, 2007.                                                $ 442,478

      Loan from an entity owned by the Company's Chief Executive Officer,
      unsecured, bearing interest at 10% per annum, and due on demand. In March
      2005, this loan was restructured. See Note 12. SUBSEQUENT EVENTS. A new
      note was signed with principal and interest payments of $1,802 per month
      to begin on April 1, 2005 bearing10% interest per annum with a $198,264
      balloon payment due March 1, 2010. The note will be discounted 15% of the
      outstanding balance if paid in full by April 1, 2007.                              201,917

      Accrued royalties due an entity owned by the Company's Chief Executive
      Officer, unsecured, converted to a non-interest bearing note effective
      February 15, 2005 with principal only payments of $2,292 to begin on March
      15, 2005 and maturing in February 2007. See Note 12.

      SUBSEQUENT EVENTS.                                                                  54,998
      ------------------                                                               ---------
                                                                                         699,393

      Less amounts due within one year                                                    28,376
                                                                                       ---------
      Long-term portion of related party notes payable
                                                                                       $ 671,017
                                                                                       =========

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

        2005                                                                           $  28,376
        2006                                                                              31,417
        2007                                                                               8,912
        2008                                                                               4,781
        2009 and thereafter                                                              625,907
                                                                                       ---------

                                                                                       $ 699,393
                                                                                       =========
</TABLE>


                                      F-10
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

5.    RELATED PARTY TRANSACTIONS (continued)
      --------------------------

      As of  December  31,  2004 two loans from the  Company's  Chief  Executive
      Officer,  were combined  into the one loan totaling  $442,478 as presented
      above,  bearing the same terms and  conditions as the separate loans prior
      to combination.  In addition, as of December 31, 2004, the Company's Chief
      Executive  Officer  satisfied a fully reserved debt of a related entity by
      granting  a $76,696  reduction  in the loan  amount  due the  entity.  The
      $76,696  was  applied to the loan  balance  due from the  related  entity.
      Accordingly,  the $76,696 existing reserve against this debt was reversed,
      resulting in a recovery of bad debt for the same amount.

      INTEREST  EXPENSE ON  RELATED  PARTY  LOANS - Interest  expense on related
      party loans for the years ended December 31, 2004 and 2003 was $72,456 and
      $54,633, respectively, and was capitalized to the respective related party
      account balances due.

      REVENUES - The Company sells products to an entity owned by the brother of
      the Company's Chief Executive Officer,  Brownie's Southport Divers.  Terms
      of sale are no more  favorable than those extended to any of the Company's
      other customers.  Revenues earned from Brownie's  Southport Divers for the
      year ended  December  31, 2004 and 2003 were  approximately  $644,320  and
      $405,000, respectively.

      ROYALTIES  -  During  January  2004,  the  Company  entered  into  various
      Non-Exclusive  License  Agreements  with  entities  owned by the Company's
      Chief  Executive  Officer to  license  patents  of  products  owned by the
      entities. Based on the Agreements,  the Company will pay the entities from
      $1.00 to $50.00 per  licensed  products  sold,  with rates  increasing  5%
      annually. Effective January 1, 2005, three of six of these Agreements were
      renegotiated  and  replaced  with new  agreements.  The  three  agreements
      effective  January 1, 2004 that were not  changed  are with one entity the
      Chief Executive Officer has an ownership  interest in calling for payments
      of $1.00, $2.00 and $50.00, respectively,  per licensed product sold, with
      rates increasing 5% annually.  Under the three new  Non-Exclusive  License
      Agreements  effective January 1, 2005, the Company will pay another entity
      owned by the Chief Executive  Officer,  $2.00 per licensed  products sold,
      rates  increasing  5% annually.  In  addition,  as part of the New Royalty
      Agreements,  the related  entity has  granted a 75%  royalty fee  discount
      period  through  December  31, 2005 after which time the royalty rate will
      return to 100%.

      During  January  2004,  the  Company  entered  into an  Exclusive  License
      Agreement with an entity owned by the Company's Chief Executive Officer to
      license the  trademark  "Brownies  Third Lung".  Under the  Agreement  the
      Company is  required  to pay the entity the greater of $15,000 per quarter
      or 2.5% of gross revenues. This Agreement was renegotiated,  and effective
      January 1, 2005, will be replaced with a New Agreement that added Tankfill
      and Public Safety  Trademarks to the license agreement for the royalty fee
      of the greater of 2.5% of gross revenues per quarter.  In addition,  under
      the New Royalty  Agreement,  the related  entity has granted a 75% royalty
      discount  period  through  December  31, 2005 after which time the royalty
      rate will return to 100%.

      During  January  2004,  the Company  entered  into two  Exclusive  License
      Agreements with an entity owned by the Company's  Chief Executive  Officer
      to license the various  Tankfill and Public Safety  trademarks.  Under the
      Agreements  the Company is required to pay the entity 1% of gross revenues
      for total related licensed  products sold. These agreements were cancelled
      after  December 31, 2004 since they were  combined  with the  renegotiated
      "Brownies  Third  Lung"  trademark  license  agreement  that  will  become
      effective January 1, 2005.

      During  January  2004 the Company  entered  into a  Non-Exclusive  License
      Agreement  with an  entity in which the  Chief  Executive  Officer  has an
      ownership interest to license a trademark of products owned by the entity.
      Based on the  Agreements,  the  Company  will  pay the  entity  $0.25  per
      licensed products sold, with rates increasing $0.05 annually.

      For the year ended December 31, 2004,  total royalty expense for the above
      agreements  approximated $98,305. As of December 31, 2004, the Company was
      in arrears on royalty  fees due by $54,998.  As part of the  renegotiation
      and  replacement  of some of the Royalty  Agreements as referred to above,
      the related  entities  waived  interest and penalties that would have been
      due on the $54,998. In addition,  a note was issued effective February 15,
      2005 for this debt. See


                                      F-11
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

5.    RELATED PARTY TRANSACTIONS (continued)
      --------------------------------------

      debt schedule above showing the $54,998 due and Note 12. SUBSEQUENT EVENTS
      for information regarding overall royalty fee relief granted the Company.

      LEASE  EXPENSE - The Company  leases its facility  from an entity in which
      the Chief Executive Officer has an ownership  interest.  Lease expense for
      the year ended December 31, 2004 and 2003 was  approximately  $130,864 and
      $113,000, respectively.

6.    OTHER LIABILITIES
      -----------------

      Other liabilities  totaling $10,000 as of December 31, 2004, consists of a
      settlement  with a  government  agency for  payment  of a fine.  Under the
      government settlement  agreement,  the Company is required to make monthly
      payments ranging from $1,000 to $1,500 per month. The government liability
      is unsecured and payments continue until paid in full.

7.    NOTES PAYABLE
      -------------

<TABLE>
<CAPTION>
      <S>                                                                              <C>
      Notes payable consists of the following as of December 31, 2004:

      Promissory note payable secured by a vehicle of the Company, bearing
      interest at 10.16%, due in monthly principal and interest payments of
      $553, which matures August 2007                                                  $  16,688

      Promissory note payable secured by a vehicle of the Company, bearing no
      interest, due in monthly principal and interest payments of $349, which
      matures November 2008                                                               16,402

      Promissory note payable secured by a vehicle of the Company, bearing
      interest at 7.47%, due in monthly principal and interest payments of $513,
      which matures October 2008                                                          20,830
                                                                                       ---------
                                                                                          53,920

      Less amounts due within one year:                                                   15,404
                                                                                       ---------
      Long-term portion of notes payable                                                $ 38,516
                                                                                       =========
      As of December 31, 2004, principal payments on the notes payable are as
      follows:

        2005                                                                           $  15,404
        2006                                                                              15,154
        2007                                                                              15,054
        2008                                                                               8,308
        2009 and thereafter                                                                   --
                                                                                       ---------
                                                                                       $  53,920
                                                                                       =========
</TABLE>


                                      F-12
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

8.    SECURED CONVERTIBLE DEBENTURE
      -----------------------------

      On April 2, 2004,  the Company issued a Secured  Convertible  Debenture to
      Cornell  Capital  Partners,  LP in the principal  amount of $250,000.  The
      convertible  debenture is convertible  into shares of the Company's common
      stock as a price per share  that is equal to the  lesser of: (i) an amount
      equal to 120% of the closing bid price of our common  stock as of the date
      of the convertible debenture or (ii) an amount equal to 80% of the average
      of the lowest daily volume weighted  average price of our common stock for
      the five trading days  immediately  preceding  the  conversion  date.  The
      convertible  debenture  accrues  interest  at a rate of 5% per year and is
      convertible at the holder's option.  The convertible  debenture has a term
      of 2 years. At the Company's option, the convertible debenture may be paid
      in cash or  converted  into shares of our common  stock  unless  converted
      earlier by the holder.  Except after an event of default,  as set forth in
      the Secured  Convertible  Debenture,  Cornell Capital Partners,  LP is not
      entitled to convert such  debenture for a number of shares of common stock
      of United in excess of that number of shares which,  upon giving effect to
      the  debentures if such  conversion  would cause the  aggregate  number of
      shares of common stock beneficially held by such holder and its affiliated
      to exceed 4.99% of the outstanding  shares of common stock of United.  The
      Company has the right to redeem with  fifteen (15)  business  days advance
      notice,  a portion or all of the outstanding  convertible  debenture.  The
      redemption price shall be one hundred twenty (120%) of the redeemed amount
      plus  accrued  interest.  In  addition,  if  United  avails  itself of the
      redemption  right,  United shall,  concurrent with the  redemption,  issue
      warrants  to the  holder  at a  rate  of  50,000  per  $100,000  redeemed,
      pro-rata.  The exercise price of the warrants shall be 120% of the closing
      bid price of United's common stock on the closing date. The warrants shall
      have "piggy-back" and demand registration rights and shall survive for two
      (2) years from the closing date.

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

      The Company recorded the estimated value of the conversion  feature on the
      debentures  issued  April 2, 2004 and July 23,  2004 as  interest  expense
      totaling $285,714, and $55,288, respectively.  Additionally,  upon closing
      of the first and second debenture,  the Company paid $50,000, and $12,500,
      in loan fees, respectively which were capitalized and reflected as part of
      other  assets.  The loan  fees  are  being  expensed  over the life of the
      debentures using the  straight-line  method. As of December 31, 2004, loan
      fees of $41,927 (net of $20,573  amortization  expense)  were  included in
      other assets, totaling $57,093.

9.    STANDBY EQUITY DISTRIBUTION AGREEMENT
      -------------------------------------

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

      In addition,  the Company issued  2,416,667 shares of the Company's common
      stock in April 2004 for loan fees totaling $290,000 related to the Standby
      Equity  Distribution  Agreement  beginning  with the effective  date which
      begins  when  the  filed  registration  statement  Form  SB-2 is  declared
      effective. The loan fees are being amortized to additional paid in capital
      over the term of the Standby Equity  Distribution  Agreement.  The Company
      also issued an additional  1,726,190  shares of the Company's common stock
      in April 2004 to Cornell Capital  Partners LP in relation to the loan fees
      which  exceeded  the agreed  upon fees of  $290,000.  Cornell  Capital has
      agreed to return the shares and accordingly the Company  recorded an other
      receivable related to the issuance of common stock totaling $207,143.


                                      F-13
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

10.   COMMON STOCK REGISTRATION
      -------------------------

      On July 16, 2004, the Company filed a registration  statement on Form SB-2
      registering  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 became effective on August 6, 2004.

11.   COMMITMENTS AND CONTINGENCIES
      -----------------------------

      PROPERTY LEASE AGREEMENT - The Company  operates from a leased facility in
      which the Company's Chief Executive Officer has an ownership interest. The
      lease is non-cancelable and calls for an annual base rent of approximately
      $115,000 plus sales tax with a 10% base rent increase  every 5 years.  The
      lease  expires in April 2013,  and has three 5-year  renewal  options.  In
      addition,  up to $15,000 in real estate  taxes is provided for in the base
      rental payment.  Any real estate taxes over and above $15,000 are added to
      the rent.  For the years  ended  December  31,  2004 and 2003,  total rent
      expense  for  the  leased   facilities   were   $130,864   and   $113,000,
      respectively.  Rent for the year ended  December 31, 2004 included  $7,669
      attributable to real estate taxes in excess of $15,000.  Additionally, the
      Company is responsible  for all other  operating  expenses on the property
      such as insurance,  repairs and  maintenance,  etc. as the net is termed a
      triple net lease.  The triple net expenses are recorded to the  applicable
      expense accounts on the Company's statement of operations.

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

      Future minimum lease payments  required under such operating  leases as of
      December 31, 2004 are as follows:

        2005                                          $   125,878
        2006                                              125,878
        2007                                              125,878
        2008                                              134,005
        2009 and Thereafter                               583,709
                                                      -----------

                                                      $ 1,095,349
                                                      ===========

12.   SUBSEQUENT EVENTS
      -----------------

      As continued  incentive  for growth with no implied or stated  conditions,
      the Chief  Executive  Officer,  on behalf of one of the  entity's he owns,
      granted relief to the Company  effective in January 2005 and forward as it
      relates to royalty fees as follows:
            a.    by way of  entering  into  New  Royalty  Agreements  effective
                  January 1, 2005 that  provide  for a 75%  discount  on royalty
                  fees through the year ended December 31, 2005,
            b.    combining  trademark  fees  that  were  provided  for in three
                  agreements into one agreement thereby reducing the royalty fee
                  amount as well as eliminating  the minimum $15,000 per quarter
                  royalty fee,
            c.    waiving  interest  and  penalties  that would have been due on
                  past due royalty fees as of December 31, 2004, and
            d.    accepting a non-interest  bearing note effective  February 15,
                  2005 for past due royalties of $54,998 owed as of December 31,
                  2004,  with monthly  payments of $2,291.58  beginning on March
                  15, 2005 and maturing on February 15, 2007.
      See Note 5.  RELATED  PARTY  TRANSACTIONS  for  detailed  terms of the New
      Royalty Agreements following the related Agreements they are replacing.


                                      F-14
<PAGE>

                          UNITED COMPANIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

12.   SUBSEQUENT EVENTS (continued)
      -----------------------------

      Effective January 1, 2005, the Company entered into a two-year  consulting
      agreement 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  current 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.

      On February  15,  2005,  Cornell  Capital  Partners LP issued a conversion
      notice in the amount of $10,000, representing a conversion under the terms
      of the Convertible Debenture.  Accordingly, based on a conversion price of
      $.0128,   Cornell  Capital  Partners  LP  was  issued  781,250  shares  of
      free-trading common stock on March 3, 2005.

      On March 8, 2005,  Cornell Capital Partners LP issued a conversion  notice
      in the amount of $10,000, representing a conversion under the terms of the
      Convertible Debenture. Accordingly, based on a conversion price of $.0082,
      Cornell Capital  Partners LP was issued  1,219,512  shares of free-trading
      common stock on March 24, 2005.

      In March 2005, the related party loans due the Chief Executive Officer and
      an entity owned by the Chief Executive Officer were restructured. Prior to
      the restructure, both loans bore interest at 10% per annum and were due on
      demand. The shareholder loan due the Chief Executive Officer, for $442,478
      had principal only payments of $5,000 due monthly. The loan due the entity
      owned by the Chief Executive  Officer for $201,917,  had no stated monthly
      payment amount.

      The terms of the two new notes include the principal balances of the loans
      adjusted for  principal  payments and interest  accrued  through March 31,
      2005 and are as follows:

            Note payable due the Chief Executive Officer for the principal
            amount of $447,113 bearing interest at 10% per annum, unsecured,
            with principal and interest payments of $3,924 due monthly beginning
            April 1, 2005 and with a balloon payment of $431,795 due in March
            2010. There are no early prepayment penalties. Furthermore, the note
            balance will be discounted 15% for full repayment of the note prior
            to April 1, 2007.

            Note payable due an entity owned by the Chief Executive Officer for
            the principal amount of $205,297 bearing interest at 10% per annum,
            unsecured, with principal and interest payments of $1,802 due
            monthly beginning April 1, 2005 with a balloon payment of $198,264
            due in March 2010. There are no early prepayment penalties.
            Furthermore, the note balance with be discounted 15% for full
            repayment of the note prior to April 1, 2007.


                                      F-15