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, 2003

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

                For the transition period from _______ to _______

                          Commission File No. 000-28321

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

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

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

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

           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 generated no revenues during its most recent fiscal year.

         The aggregate market value  of  the  Company's  voting  stock  held  by
non-affiliates as of April 1, 2004 was approximately  $1,158,697.44 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 109,483,718 shares of common stock
outstanding as of April 1, 2004.


                                       1

<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,  entered into a
Share  Exchange  Agreement,  dated March 23, 2004, by and among  United,  Trebor
Industries,  Inc., d/b/a Brownies 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.

         On  March  23,  2004,  Mr.   Carmichael   became   United's   Executive
Vice-President and Chief Operating Officer.

         Prior to the share  exchange  transaction  with  Trebor,  United had no
on-going operations.  United had been seeking potential operating businesses and
business  opportunities,   with  the  intent  to  acquire  or  merge  with  such
businesses.

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

         Effective March 23, 2004, United sold all of its ownership  interest in
its wholly-owned  subsidiary,  Merger Co., to Gateway  Connections  Limited,  an
international business company formed under the laws of Belize.

         Trebor, which does business under the name "Brownie's Third Lung," is a
vertically  integrated designer and manufacturer of  surface-supplied  air units
for the recreational diving industry. Brownie's designs, tests, manufactures and
sells many of its products from its factory in Fort Lauderdale,  Florida. Trebor
also  generates  a  substantial  portion of its  revenues  through  the  design,
installation and maintenance of yacht-based high-pressure compressors for diving
on air  and  mixed  gases.  Trebor's  Public  Safety  Diving  division  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.

Financial Performance

         United has  historically  lost money.  For the year ended  December 31,
2003, United sustained losses of $108,878. For the year ended December 31, 2002,
United sustained losses of $1.5 million. The Company's independent auditors have
noted that United does not have  significant  cash or other  material  assets to
cover its  operating  costs and to  continue  as a going  concern.  Accordingly,
United will experience significant liquidity and cash flow problems if it is not
able to raise additional capital as needed and on acceptable terms.


Certain Business Risks

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


                                       3
<PAGE>


United Has  Historically  Lost Money And Losses May Continue In The Future Which
May Not Allow Avid To Continue As A Going Concern

         Avid has historically  lost money. In the years ended December 31, 2003
and December 31, 2002,  United  sustained  losses of $108,878 and $1.5  million,
respectively.  Future losses are likely to occur.  United's independent auditors
have added an explanatory paragraph to their audit opinions issued in connection
with the 2003 and 2002 financial  statements,  which states that United does not
have  significant cash or other material assets to cover its operating costs and
to  allow  it to  continue  as a  going  concern.  United's  ability  to  obtain
additional  funding will  determine its ability to continue as a going  concern.
United's  financial  statements do not include any adjustments that might result
from the outcome of this uncertainty.

         As  of  December 31,  2003,  United's  current  liabilities  were  $5.1
million and its current assets were zero resulting in a working  capital deficit
of $5.1 million at December 31, 2003. United had an accumulated deficit of $22.1
million at December 31, 2003.  United  currently  does not have any  operations.
United  currently  has  little  or no  cash-on-hand.  Accordingly,  United  will
experience  significant  liquidity  and cash flow  problems if it is not able to
raise additional capital as needed and on acceptable terms. No assurances can be
given that United will be  successful  in  reaching  or  maintaining  profitable
operations.


United Will Need To Raise Additional Capital To Finance Operations

         United  has  relied  on  significant  external  financing  to fund  its
operations.   Such  financing  has  historically  come  from  a  combination  of
borrowings  and sale of common  stock from third  parties and funds  provided by
certain officers and directors.  United will need to raise additional capital to
execute a new business strategy.  Among other things, external financing will be
required to cover its operating  costs.  United cannot assure you that financing
whether from external  sources or related parties will be available if needed or
on favorable terms.


United Common Stock Is A "Penny Stock" And Is Considered A Very Risky Investment

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

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

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

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

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

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


United Common Stock May Be Affected By Limited  Trading Volume And May Fluctuate
Significantly  And  An  Investor  May  Lose  A  Substantial  Part  Or All Of Its
Investment

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



                                       4
<PAGE>


United Has No  Operating  History Or Revenue From Which To Evaluate Its Business
Which Makes An Investment In United Very Speculative

         United  has had  no operating history  or revenue from operations since
its inception on November 26, 2001. In addition,  United has very limited assets
and financial resources.  Due to United's lack of operations prior to the merger
with Trebor Industries,  Inc., there is limited information upon which investors
can  evaluate  its  business.  External  capital  will be required for United to
continue as a going concern.


ITEM 2.  DESCRIPTION OF PROPERTY

         Our principal executive office is located at 940 N. W. 1st Street, Fort
Lauderdale,  Florida 33311. Our offices occupy  approximately  18,000 square fee
and is leased for a term of 5 years. Management believes that the property is in
good condition and is sufficient for its current operating plans.


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:

         1.  Case  No.:  CA-M-02-180:   Susan  Butler,   Benjamin  DiLello,  And
Antonietta  Hill,  as personal  Representatives  of the Estate of Remo  DiLello,
Deceased,  and  Pietrantonio  "Tony"  Cassetta,  Individually  and  as  Personal
Representative of the Estate of Pasqualla "Lina" Cassetta, Deceased, Plaintiffs,

         v.   Interselect,   Inc.,  a  Delaware   corporation,   d/b/a  Burdines
Waterfront, Defendant, Interselect, Inc., a Delaware corporation, d/b/a Burdines
Waterfront, Third Party Plaintiff,

         v. Brownie's  Third Lung, an inactive  Florida  corporation,  Brownie's
Southport  Divers,  Inc.,  a Florida  corporation,  Dacor  Inc.,  a  Connecticut
corporation, Dacor International, an Italian Corporation, HTM Sport S. p. A., an
Italian  corporation,  Bauer Compressors,  Inc., a Virginia  corporation and The
Diving Site, Inc., a Florida corporation, Third Party Defendants.

         2. Case No.: 02-6833 CACE 12: Mares America Corp., Plaintiff, v. Trebor
Industries, Inc., et al., Defendant.

         3. Peterson's Publishing v. Trebor Industries, Inc.

         4. State of Florida Department of Revenue Stipulation # 9919609891010.

         5. U.S.  Department of Transportation  Federal Aviation  Administration
Case No. 2000NM710250.


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

         None.




                                       5
<PAGE>


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Avid's  common  stock began  trading on the  Over-the-Counter  Bulletin
Board on March 24,  1998,  under the  symbol  "GFIO." On July 22,  1999,  Avid's
symbol was changed to "AVSG." On December 2, 1999,  Avid's  common  stock was no
longer eligible for quotation on the Over-the-Counter Bulletin Board because the
Company's  Registration  Statement on Form 10-SB had not been declared effective
by the Securities and Exchange  Commission as of that date. 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 2003, 2002 and 2001 are as follows: (1)

                                            Calendar Year 2003(2)
                                          -------------------------
                                          High Bid          Low Bid
                                          --------          -------
         irst Quarter                     $0.0055           $0.0010
         econd Quarter                    $0.0019           $0.0008
         hird Quarter                     $0.0010           $0.0005
         ourth Quarter                    $0.0200           $0.0080

                                            Calendar Year 2002(2)
                                         -------------------------
                                         High Bid          Low Bid
                                         --------          -------
         irst Quarter                    $0.0025           $0.0011
         econd Quarter                   $0.0022           $0.0011
         hird Quarter                    $0.0033           $0.0012
         ourth 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 April 1, 2004,  the closing price of our common stock as reported on
the Over-the-Counter Bulletin Board was $0.08 per share.


Holders of Common Stock

         As  of  April  1,  2004,  we  believe  United  had  in  excess  of  250
shareholders of record.


Dividends

         United has not paid dividends in the past on any class of stock and the
Company does not anticipate paying dividends in the foreseeable future.


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.



                                       6
<PAGE>

         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.


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

         The  following  information  should  be read in  conjunction  with  the
consolidated financial statements of the Company and the notes thereto appearing
in this Annual Report on Form 10-KSB.


CRITICAL ACCOUNTING POLICIES

         As of  December  31,  2003,  the Company  had no  operations.  Critical
Accounting  Policies  will be  established  concurrent  with the share  exchange
transaction with Trebor Industries, Inc.


RECENT ACCOUNTING PRONOUNCEMENTS

         During the year ended  December  31,  2003,  the  Company  adopted  the
following  accounting  pronouncements  which  had no  impact  on  the  financial
statements or results of operations:

         SFAS No.  143, Accounting for Asset Retirement Obligations;

         SFAS No. 145,  Recision of FASB Statements 4, 44, and 64,  amendment of
Statement 13, and Technical Corrections;

         SFAS No.  146, Accounting for Exit or Disposal Activities;

         SFAS No.  147, Acquisitions of certain Financial Institutions; and

         SFAS No.  148, Accounting for Stock Based Compensation.

         SFAS No. 149, Amendment of Statement 133 on Derivative  Instruments and
Hedging Activities;

         SFAS  No.  150,  Accounting  for  Certain  Financial  Instruments  with
Characteristics of both Liabilities and Equity

         In  addition,   during  the  year  ended   December   31,  2003,   FASB
Interpretations No. 45 and No. 46, along with various Emerging Issues Task Force
Consensuses  (EITF)  were issued and adopted by the Company and had no impact on
its financial statements.


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 Brownies 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.


         On  March  23,  2004,  Mr.   Carmichael   became   United's   Executive
Vice-President and Chief Operating Officer.



                                       7
<PAGE>


         Prior to the share  exchange  transaction  with  Trebor,  United had no
on-going operations.  United had been seeking potential operating businesses and
business  opportunities,   with  the  intent  to  acquire  or  merge  with  such
businesses.

         On February 12, 2002,  United  filed with the  Securities  and Exchange
Commission a Form S-4 Proxy Statement and Registration  Statement in conjunction
with Avid Sportswear & Golf Corp.  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. After
the merger was successfully consummated,  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.

         Additional Fund Raising Activities. As of December 31, 2003, United had
no  cash-on-hand.  United  has  historically  funded  its  operations  through a
combination of internally generated cash, funds loaned to the Company by certain
of its officers and  directors and through the sale of  securities.  United will
need to raise additional funds to successfully integrate the business operations
of Trebor.

         Summary of Anticipated  Product  Development.  Trebor Industries,  Inc.
plans to refine its  offerings in all three major lines of  business.  Brownie's
Third Lung Surface  Supply  anticipates  upgrading  components in its systems to
increase product quality and reduce costs. This division also plans on expanding
marketing of the boat-based  hose reel system which allows divers to permanently
install a unit onto  their boat and dive on a  retractable  hose.  The  Tankfill
division  anticipates  introducing a new "soft-start"  option on its yacht-based
systems.  This option should greatly  facilitate the integration of our products
into the electrical systems of the yachts.  Tankfill also plans to emphasize the
importance of strategic  alliances with major boat builders,  both in the United
States and abroad.  The Public Safety Diving plans on concentrating  its efforts
on product  awareness among the governmental  agencies that are its major target
market.

         Significant Plant and Equipment Purchases. In 2003, United did not make
any  significant  plant and/or  equipment  purchases.  In 2004,  United does not
anticipate purchasing additional equipment.

         Changes in Number of  Employees.  United  currently  has nineteen  (19)
employees.  United does not anticipate hiring additional  personnel during  2004
although changes in sales volumes and the integration of Trebor Industries, Inc.
lines  of business  may make additional  positions and personnel necessary.

                                                          Current
         Department                                      Employees
         ----------                                      ---------
         Sales and Marketing                                    4
         Production and Fabrication                             8
         Administrative and Other Support Positions             7
                                                         ---------
         Total Employees                                       19
                                                         =========

Years Ended December 31, 2003 And 2002

         Expenses. Expenses decreased $1.47 million, or 96.5%, from $1.5 million
to $52,726 in the year ended  December 31, 2003,  compared to the same period in
the prior year.

         Interest expense.  Interest expense decreased $3,575, in the year ended
December 31, 2003, compared to the same period in the prior year.

         Net loss. Net loss decreased $1.4 million,  or 92.9%, from $1.5 million
to $108,878 in the year ended December 31, 2003,  compared to the same period in
the prior year. This decrease is primarily attributable to reduction in bad debt
expense of $960,187 and the decrease in our general and administrative  expenses
of $505,199 due to our lack of operations.


                                       8
<PAGE>

         Liquidity and Capital Resources. As of December 31, 2003, united had no
cash-on-hand  and  its  current  liabilities  exceeded  its  current  assets.  A
discussion of how United  generated and used cash in the year ended December 31,
2003 follows:

         Operating  Activities.  Our operating  activities used $108,878 in cash
during the year ended December 31, 2003, consisting of a net loss of $108,878.

         Investing  Activities.  Our investing activities used $0 in cash during
the year ended December 31, 2003.

         Financing  Activities.   Financing  activities  provided  net  cash  of
$14,861, generated by the contribution of capital by an officer of United.

         United will need to rely on external  financing to funds its operations
for the foreseeable future.

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

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


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



                                       9
<PAGE>

Section 302 of the Sarbanes-Oxley  Act of 2002 (the Section 302  Certification).
This  section  of the  Annual  Report  which 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
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 principles.


                                       10
<PAGE>



                          UNITED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003




                                      F-1
<PAGE>



                                 C O N T E N T S

Independent Auditors' Report                                                F-3

Consolidated Balance Sheet                                                  F-4

Consolidated Statements of Operations                                       F-5

Consolidated Statements of Stockholders' Equity (Deficit)                   F-6

Consolidated Statements of Cash Flows                                       F-7

Notes to the Consolidated Financial Statements                              F-8








                                      F-2
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
United Companies Corporation
(A Development Stage Company)
Spring, Texas

We have audited the accompanying  consolidated balance sheet of United Companies
Corporation  (a  development  stage  Company) as of December 31,  2003,  and the
related  consolidated  statements of operations,  stockholders' equity (deficit)
and cash flows for the years ended  December  31, 2003,  and 2002,  and from the
inception of the development stage on January 1, 2002 through December 31, 2003.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining on a test basis,  evidence  supporting the amounts and  disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of United
Companies  Corporation (a development stage Company) as of December 31, 2003 and
the  results  of their  operations  and their  cash  flows  for the years  ended
December 31, 2003, and 2002, and from the inception of the development  stage on
January 1, 2002  through  December  31,  2003,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements,  the Company has current liabilities in excess of current
assets of $5,127,915  and has generated  significant  losses for the years ended
December 31, 2003, and 2002. Additionally, the Company reentered the development
stage on  January  1,  2002.  These  items  raise  substantial  doubt  about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 6. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
March 23, 2004





                                      F-3
<PAGE>


                          UNITED COMPANIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                                     2003
                                                                                -------------
<S>                                                                             <C>
CURRENT ASSETS

TOTAL ASSETS                                                                    $          --
                                                                                =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                              $   4,178,451
  Accrued liabilities                                                                 256,309
  Notes payable                                                                       561,525
  Capital leases - current portion                                                    131,629
                                                                                -------------
    Total Current Liabilities                                                       5,127,914
                                                                                -------------
    Total Liabilities                                                               5,127,914
                                                                                -------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock; $0.001 par value: 10,000,000 shares authorized; no shares
  issued and outstanding Common stock; $0.001 par value; 250,000,000 shares
  authorized; 4,983,718 shares issued and
    outstanding                                                                         4,984
  Additional paid-in capital                                                       16,951,090
  Accumulated deficit prior to the development stage                             (20,412,928)
  Accumulated deficit during the development stage                                (1,671,060)
                                                                                -------------
    Total Stockholders' Equity (Deficit)                                          (5,127,914)
                                                                                -------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        $          --
                                                                                =============

</TABLE>


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


                                      F-4
<PAGE>


<PAGE>



                          UNITED COMPANIES CORPORATION
                          (A Development Stage Company)
                      Consolidated Statements of Operations



                                                               From Inception of
                                                                the development
                                                                    Stage on
                                          For the Years Ended    January 1,2002
                                               December 31,         through
                                      --------------------------   December 31,
                                          2003           2002          2003
                                      -----------    -----------    ------------
SALES, NET                            $        --    $        --    $        --

EXPENSES

  Bad debt expense                        960,187        960,187
  General and administrative               52,726        557,925        610,651
                                      -----------    -----------    ------------
    Total Expenses                         52,726      1,518,112      1,570,838
                                      -----------    -----------    ------------
LOSS FROM OPERATIONS                      (52,726)    (1,518,112)    (1,570,838)
                                      -----------    -----------    ------------
OTHER INCOME (EXPENSES)
  Other income                              1,949          1,949
  Interest expense                        (56,152)       (59,727)      (115,879)
                                      -----------    -----------    ------------
    Total Other Income (Expense)          (56,152)       (57,778)      (113,930)
                                      -----------    -----------    ------------
LOSS BEFORE EXTRAORDINARY GAIN           (108,878)    (1,575,890)    (1,684,768)

EXTRAORDINARY GAIN                             --         33,708         33,708
                                      -----------    -----------    ------------
NET LOSS                              $  (108,878)   $(1,542,182)   $(1,651,060)
                                      ===========    ===========    ============
BASIC LOSS PER SHARE:

  Loss before extraordinary gain      $      (.03)         (0.53)
  Extraordinary gain                           --            .01
                                      -----------    -----------
  Basic loss per share                $      (.03)   $     (0.52)
                                      ===========    ===========
  Weighted average shares outstanding   3,763,139      2,958,666
                                      ===========    ===========


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


                                      F-5
<PAGE>



                          UNITED COMPANIES CORPORATION
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>


                                      Preferred Stock                    Common Stock           Additional
                                --------------------------      --------------------------         Paid-in      Accumulated
                                    Shares          Amount          Shares          Amount         Capital          Deficit
                                ----------       ---------      ----------     -----------   -------------   --------------
<S>                             <C>              <C>            <C>             <C>           <C>             <C>
Balance at January 1, 2002               -       $       -       2,958,718     $     2,959   $  16,885,563   $ (20,412,928)

May 30, 2002, preferred
  stock issued for cash
  at $4.00 per share                 5,000          20,000               -               -          20,000                -

Accretion of beneficial
  conversion feature of
  preferred stock to
  retained earnings                      -               -               -               -               -         (20,000)

Net loss for the year
  ended December 31, 2002                -               -               -               -               -      (1,542,182)
                                ----------       ---------      ----------     -----------   -------------   --------------
Balance, December 31, 2002           5,000          20,000       2,958,718           2,959      16,905,563     (21,975,110)

Recognition of common
  stock which was never
  returned                               -               -          25,000              25          12,475

Conversion of preferred
  shares                           (5,000)        (20,000)       2,000,000           2,000          18,000                -

Recapitalization (Note 1)                -               -               -               -             191                -

Cash contribution by Stockholder         -               -               -               -          14,861                -

Net loss for the year
  ended December 31, 2003                -               -               -               -               -        (108,878)
                                ----------       ---------      ----------     -----------   -------------   --------------
Balance, December 31, 2003               -       $       -       4,983,718     $     4,984   $  16,951,090   $ (22,083,988)
                                ==========       =========      ==========     ===========   =============   ==============

Accumulated deficit incurred prior to the development stage                                                  $ (20,412,928)
Accumulated deficit incurred during the development stage                                                       (1,671,060)
                                                                                                             --------------
Total Accumulated Deficit                                                                                    $ (22,083,988)
                                                                                                             ==============

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

</TABLE>




                                                                F-6
<PAGE>



<TABLE>
<CAPTION>

                                                    UNITED COMPANIES CORPORATION
                                                    (A Development Stage Company)
                                                Consolidated Statements of Cash Flows

                                                                                                  From Inception of
                                                                                                    the Development
                                                                                                           Stage on
                                                              For the Years Ended December 31,      January 1, 2002
                                                              --------------------------------              through
                                                                 2003                 2002        December 31, 2003
                                                              -----------          -----------    -----------------
<S>                                                           <C>                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                    $  (108,878)         $(1,542,182)         $(1,651,060)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Gain on settlement of debt                                       --                (33,708)             (33,708)
    Income on equity warrant liability                               --                 (1,948)              (1,948)
    Bad debt expense                                                 --                960,187              960,187
    Imparement expense                                              2,902                 --                  2,902
    Common stock issued                                            12,500                 --                 12,500
  Change in operating asset and liability accounts:
    Increase in accounts payable                                   15,305               85,822              101,127
    Increase in accrued liabilities                                56,152                5,553               61,705
                                                              -----------          -----------    -----------------
      Net Cash Used by Operating Activities                       (22,019)            (526,276)            (548,295)
                                                              -----------          -----------    -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Repayment of notes receivable                                    --                300,000              300,000
                                                              -----------          -----------    -----------------
      Net Cash Provided by Investing Activities                      --                300,000              300,000
                                                              -----------          -----------    -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from the sale of preferred stock                        --                 20,000               20,000
    Contribution of capital by officer                             14,861                 --                 14,861
                                                              -----------          -----------    -----------------
      Net Cash Provided by Financing Activities                    14,861               20,000               34,861

NET DECREASE IN CASH                                               (7,158)            (206,276)            (213,434)

CASH AT BEGINNING OF PERIOD                                         7,158              213,434              213,434
                                                              -----------          -----------    -----------------
CASH AT END OF PERIOD                                         $      --            $     7,158          $      --
                                                              ===========          ===========    =================
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
    Accretion of beneficial conversion feature                $      --            $    20,000          $    20,000
    Common stock issued                                       $    12,500          $      --            $    12,500



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

</TABLE>




                                                                F-7
<PAGE>



                          United Companies Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2003, and 2002

NOTE 1 - NATURE OF ORGANIZATION

This summary of significant  accounting policies of United Companies Corporation
is presented to assist in  understanding  the Company's  consolidated  financial
statements.  The consolidated financial statements and notes are representations
of the  Company's  management  who  are  responsible  for  their  integrity  and
objectivity.   These  accounting  policies  conform  to  accounting   principles
generally  accepted in the United  States of America and have been  consistently
applied in the preparation of the consolidated financial statements.

a.  Organization and Business Activities

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

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

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

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

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

The Company reentered the development stage effective January 1, 2002.

b.  Accounting Method

The Company's  consolidated  financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year-end.



                                      F-8
<PAGE>



                          United Companies Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2003, and 2002

NOTE 1 - NATURE OF ORGANIZATION (Continued)

c.  Cash and Cash Equivalents

         For the purpose of the statement of cash flows,  the Company  considers
all highly liquid investments  purchased with a maturity of three months or less
to be cash equivalents.

d.  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 revenues and
expenses  during the  reporting  period.  Actual  results  could differ from the
estimates.

e.  Basic Loss Per Share

         The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the financial
statements.  Fully  diluted loss per share is not  presented as any common stock
equivalents are antidilutive in nature.

f.  Income Taxes

         Deferred taxes are provided on a liability  method whereby deferred tax
assets are recognized for deductible  temporary  differences  and operating loss
and tax credit  carryforwards and deferred tax assets are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax bases.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

         Net  deferred  tax assets  consist of the  following  components  as of
December 31, 2003 and 2002:

                                                  2003              2002
                                            -------------     ------------
         Deferred tax assets:
           NOL Carryover                    $   7,176,340        $     308
         Deferred tax liabilities:
           Valuation allowance                 (7,176,340)            (308)
                                            -------------     ------------
         Net deferred tax asset             $           -        $       -
                                            =============     ============



The income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate to pretax income from continuing
operations for the years ended December 31, 2003 and 2002 due to the following:

                                                  2003                2002
                                              -----------       ----------
        Book loss                             $   (42,240)      $   (2,198)
        Stock for service                           4,875                -
        Accrued interest                           21,899                -
        Valuation allowance                        15,466            2,198
                                              -----------       ----------
                                              $         -       $        -
                                              ===========       ==========



                                      F-9
<PAGE>



                          United Companies Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2003, and 2002


NOTE 1 - NATURE OF ORGANIZATION (Continued)

f.  Income Taxes (Continued)

At December  31,  2003,  the Company had net  operating  loss  carryforwards  of
approximately  $18,470,000 that may be offset against future taxable income from
the year 2003 through 2023. No tax benefit has been reported in the December 31,
2003 consolidated financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.

Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,  net
operating  loss  carryforwards  for Federal  income tax  reporting  purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

g.  Recent Accounting Pronouncements

During the year ended December 31, 2003, the Company adopted the following
accounting pronouncements which had no impact on the financial statements or
results of operations:

SFAS No.  143, Accounting for Asset Retirement Obligations;

SFAS No. 145,  Recision of FASB Statements 4, 44, and 64, amendment of Statement
13, and Technical Corrections;

SFAS No.  146, Accounting for Exit or Disposal Activities;

SFAS No.  147, Acquisitions of certain Financial Institutions; and

SFAS No.  148, Accounting for Stock Based Compensation.

SFAS No. 149,  Amendment of Statement 133 on Derivative  Instruments and Hedging
Activities;

SFAS No. 150, Accounting for Certain Financial  Instruments with Characteristics
of both Liabilities and Equity

In addition,  during the year ended December 31, 2003, FASB  Interpretations No.
45 and No. 46, along with various Emerging Issues Task Force Consensuses  (EITF)
were  issued  and  adopted  by the  Company  and had no impact on its  financial
statements.

h.  Reclassification

Certain  December 31, 2002 balances have been  reclassified  to conform with the
December 31, 2003 financial statement presentation.

i.  Advertising Expense

The Company expenses advertising costs as incurred.  Advertising expense for the
years ended December 31, 2003, and 2002, was $-0-, and $-0-, respectively.

j.  Principles of Consolidation

The consolidated  financial  statements presented include the accounts of United
Companies  Corporation,  Merger Co, Inc., Avid Sportswear,  Inc., and Vida, Inc.
All significant intercompany accounts have been eliminated.



                                      F-10
<PAGE>


                          United Companies Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2003, and 2002

NOTE 1 - NATURE OF ORGANIZATION (Continued)

k.  Revenue Recognition

Prior to the  discontinuation  of operations in 2002 (See Note 7), the Company's
revenue  was  created  primarily  from the sale of men's  golf  apparel  and did
include shipping and handling  charges.  Revenue was recognized when the product
was shipped to the customer,  the amount was  determinable  and  collection  was
reasonably assured. The terms were customarily FOB origination.  Product returns
for the year ended December 31, 2002, were not significant.  The Company has had
no source of revenue since  December 31, 2002.  Additional  revenue  recognition
policies will be determined when operations commence again.

l.  Stock Options

The Company applies  Accounting  Principles Board ("APB") Option 25, "Accounting
for Stock Issued to Employees,"  and related  Interpretations  in accounting for
all stock option plans.  Under APB Opinion 25,  compensation  cost is recognized
for stock  options  granted to employees  when the option price is less than the
market price of the underlying common stock on the date of grant.

SFAS Statement No. 123, as amended by SFAS No. 148  "Accounting  for Stock-Based
Compensation"  requires the Company to provide pro forma  information  regarding
net income as if compensation cost for the Company's stock option plans had been
determined in accordance with the fair value based method prescribed in SFAS No.
148. To provide the required pro forma  information,  the Company  estimates the
fair  value of each stock  option at the grant  date by using the  Black-Scholes
option-pricing model.

m.  Change in Accounting Principles

Effective  December 31, 2001, the Company  adopted the provisions of EITF 00-19,
"Accounting  for Derivative  Financial  Instruments  Indexed to, and Potentially
settled  in, a  Company's  Own  Stock".  This issue  provides  that  warrants to
purchase  common  shares  which are  outstanding  and for  which  the  number of
authorize but unissued  shares is  insufficient to satisfy the maximum number of
shares  that could be required  upon the  exercise  of such  warrants,  then the
contract is reclassified from equity to an asset or liability. The effect of the
application   of  this   pronouncement   that   requires   asset  or   liability
classification  for those contracts that existed as of December 31, 2001,  would
be  calculated  as of December  31,  2001,  and  presented  as of that date as a
cumulative  effect of a change in  accounting  principle.  At December 31, 2001,
$391,470  was  reclassified  from  equity  to  a  liability  and  mark-to-market
adjustment  of $389,522  was  recorded as the  cumulative  effect of a change in
accounting  principle.  The remaining equity warrant  liability,  of $1,948, was
recorded as other income during the year ended December 31, 2002.

NOTE 2 - EQUITY TRANSACTIONS

On May 30, 2002,  the Company sold 5,000 shares of its Series A preferred  stock
to 4  unrelated  parties in  exchange  for  $20,000.  Each  preferred  shares is
convertible,  at the option of the holder,  into 400 shares of common stock, and
vest  immediately upon issuance.  The Company  recorded a beneficial  conversion
feature  (discount)  of an  additional  $20,000  related to the  issuance.  This
discount was immediately  accreted to retained  earnings,  per the provisions of
EITF 98-5, due to their immediate convertibility.



                                      F-11
<PAGE>


                          Untied Companies Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2003, and 2002

NOTE 2 - EQUITY TRANSACTIONS (Continued)

At the time of the Merger (See Note 1a),  all shares of Avid  common  stock were
automatically  converted  into shares of United  common stock on a fifty for one
basis.  In addition,  all shares of Avid  convertible  preferred stock were also
converted into shares of United common stock on the same basis as if such shares
of preferred  stock had been converted into shares of Avid common stock prior to
the Merger.  (Each share of Avid convertible  preferred stock was converted into
20,000 shares of Avid common stock,  which was then converted into United common
stock at the same fifty for one ratio.

Concurrent with the merger, the Company recognized the issuance of 25,000 shares
as outstanding. These shares had never been returned to the transfer agent. The
shares were valued at $0.01 per share.

NOTE 3 - NOTE PAYABLE

Notes payable consisted of the following at December 31, 2003:

                                                                    December 31,
                                                                           2003
                                                                    -----------
        Note payable to a shareholder dated December 1, 1999 as
          advanced, bearing interest at 10%, Principal and
          interest are due on demand and is secured by the
          personal guarantee of previous officers.                   $  561,525
                                                                    -----------
        Total notes payable                                             561,525
                                                                    -----------
        Less: current portion                                          (561,525)

        Total long-term debt                                           $      -
                                                                    ===========

NOTE 4 - CAPITAL LEASES

Prior to the Company's  discontinuation  of operations in 2002 (See Note 7), the
Company had leased  several large  machines and various  equipment.  The Company
defaulted  on all of these  capital  leases  during the year ended  December 31,
2002.  All of the leased assets were  repossessed  and then resold.  The Company
recorded the proceeds  received  from the  repossession  and sale of $7,077 as a
loss on disposition of leased assets of $132,397 for the year ended December 31,
2002. The balance outstanding on these leases is $131,629.

NOTE 5 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2002, the Company  engaged the services of an
outside  consultant  to  independently  review all current  year  related  party
transactions.  As a result  of the  review,  it was  determined  that  there was
inadequate  documentation to support the related parties' claim to funds owed by
the Company. Further investigation of the related party receivables and repeated
failed attempts to collect these amounts  indicated that the net amount due from
related parties, of $334,847, was uncollectible and was, therefore,  expensed as
a bad debt.


                                      F-12
<PAGE>



                          Untied Companies Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2003, and 2002

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

Effective January 31, 2001, the president of the subsidiary forfeited all 24,000
shares of common  stock  granted to him on January  17,  2000,  pursuant  to the
amendment to the president's Employment Agreement. As of the date of the merger,
the shares have not yet been  physically  returned to the  Company,  accordingly
these shares have been presented as issued and outstanding.

During 2003 an officer of the Company  paid  $14,861 of expenses for the Company
and contributed this amount to capital.

NOTE 6 - GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally accepted in the United States of America applicable to a going concern
which  contemplates the relation of assets and liquidation of liabilities in the
normal  course of  business.  However,  the Company has current  liabilities  in
excess of current assets of $5,127,194 and has generated  significant losses for
the years ended December 31, 2003, and 2002. Additionally, the Company reentered
the  development  stage  on  January  1,  2002,  as  all  operations  have  been
discontinued.

In March, 2004, the Company entered into a Stock Purchase Agreement  (Agreement)
by and among United  Companies  Corporation  (United),  Merger Co.  (Merger),  a
wholly owned subsidiary of United and Gateway Connections Limited (Gateway),  an
international  business  company formed under the laws of Belize.  The Agreement
provides  that United will sell all of the  authorized  and  outstanding  common
stock of Merger to Gateway in exchange for  Gateway's  assumption  of all of the
liabilities of Merger.

Merger  is the sole  owner  of Avid  Sportswear.  At the date of the  Agreement,
Merger had no assets and approximately $4,915,000 of liabilities associated with
it.

Concurrent  with the  Stock  Purchase  Agreement,  United  entered  into a Share
Exchange  Agreement  with  Trebor  Industries,  Inc.  dba  Brownies  Third Lung,
(Brownies) a Florida  Corporation.  The Share Exchange  Agreement  provides that
United will issue 95,000,000  shares of common stock in exchange for 100% of the
outstanding  common stock of Brownies.  This  exchange will result in control of
United being transferred to the shareholders of Brownies.

The ability of the Company to continue as a going concern is dependant  upon its
ability to  successfully  seek out and  consummate an agreement with an existing
operating  Company,  or  secure  other  sources  of  financing  such that it may
commence profitable  operations.  The accompanying  financial  statements do not
include  any  adjustments  that might be  necessary  if the Company is unable to
continue as a going concern.

NOTE 7 - DISCONTINUED OPERATIONS

Effective  November 30, 2002, the Company ceased all operations  relating to the
manufacture  and sale of golf wear related  products.  This  discontinuation  of
operations  included all  operations  of the Company and its  subsidiaries.  The
financial statements have been retroactively  restated to reflect this event. No
tax benefit has been attributed to the discontinued operations.



                                      F-13
<PAGE>



                          United Companies Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2003, and 2002

NOTE 7 - DISCONTINUED OPERATIONS (Continued)

As a result of the discontinuation of operations and as discussed in Note 4, the
Company  defaulted on all three of its outstanding  capital  leases.  All of the
leased assets were  repossessed  and then resold by the leasing  companies.  The
Company  received $7,077 from the proceeds of the sale. The remaining book value
of the leased assets,  of $132,397,  was written off as a loss on disposition of
leased  assets of  $132,397.  The Company then sold all of its  remaining  fixed
assets,  which had a net book value,  as of the disposal date, of $710,635,  for
$44,025 and recorded a loss on sale of fixed assets of $666,610.

The Company has also written off all  unamortized  goodwill,  and an  impairment
loss of $1,898,520 has been recognized for the year ended December 31, 2001.

NOTE 8 - WARRANTS

A summary of the Company's outstanding warrants and weighted average assumptions
used for grants as of December 31, 2002 is presented below:

                                               Vesting   Exercise     Exercise
Description              Date of Grant    Requirements     Number        Price
---------------------    -------------    ------------   --------     --------
1) May Davis Group            12/29/00     Immediately         33     $  17.50
2) Persia Consulting          12/29/00     Immediately          6     $  17.50
3) J. McKee                   12/31/99     Immediately          5     $  75.00
4) D. Paetz                   12/31/99     Immediately          2     $  25.00
5) Tarpon Scurry              01/08/99     Immediately                $   0.50
                                                         --------
                                                           48,494
                                                         ========


NOTE 9 - SUBSEQUENT EVENTS

In March, 2004, the Company entered into a Stock Purchase Agreement  (Agreement)
by and among United  Companies  Corporation  (United),  Merger Co.  (Merger),  a
wholly owned subsidiary of United and Gateway Connections Limited (Gateway),  an
international  business  company formed under the laws of Belize.  The Agreement
provides  that United will sell all of the  authorized  and  outstanding  common
stock of Merger to Gateway in exchange for  Gateway's  assumption  of all of the
liabilities of Merger.

Merger  is the sole  owner  of Avid  Sportswear.  At the date of the  Agreement,
Merger had approximately $4,915,000 of liabilities associated with it.

Concurrent  with the  Stock  Purchase  Agreement,  United  entered  into a Share
Exchange  Agreement  with  Trebor  Industries,  Inc.  dba  Brownies  Third Lung,
(Brownies) a Florida  Corporation.  The Share Exchange  Agreement  provides that
United will issue 95,000,000  shares of common stock in exchange for 100% of the
outstanding  common stock of Brownies.  This  exchange will result in control of
United being transferred to the shareholders of Brownies.

The Stock  Purchase  Agreement  transaction  will be accounted  for as a reverse
merger.


                                      F-14
<PAGE>


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

         Information  concerning our current executive officers and directors is
set forth in the following table:

Name:                            Age:        Position:
-------------------             -------      --------------------------------
Michelle Mathis                   46         Acting Chief Executive Officer,
                                             Acting Chief Financial Officer
                                             and Director

Robert M. Carmichael              42         Executive Vice-President and
                                             Chief Operating Officer


         Michelle Mathis.  Ms. Mathis is a strategic business attorney with over
fifteen years experience in the legal profession. From July 15, 2002, Ms. Mathis
has served as President/CEO of Motorcars Auto Group Incorporated. Ms. Mathis has
served  as  In-House   Counsel  and  Director  of  Legal   Affairs  for  several
privately-held  corporations.  In addition, Ms. Mathis has served in an advisory
capacity in the  governmental  federal  corporate  restructuring  of savings and
loans.

         Robert M. Carmichael.  Since March 23, 2004, Mr.  Carmichael has served
as United's Executive Vice-President and Chief Operating Officer. Mr. Carmichael
has operated  Trebor  Industries,  Inc. as its  President  since 1986. He is the
holder or co-holder of numerous patents that are used by Trebor Industries, Inc.
and several other major players in the diving industry.


ITEM 10.  EXECUTIVE COMPENSATION

         The following table provides information about the compensation paid by
United to its Chief Executive Officer and all other current  executive  officers
who were serving as executive officers at the end of 2003, 2002 and 2001 and who
received in excess of $100,000:

<TABLE>
<CAPTION>

                                        Annual Compensation                     Long-Term Compensation
                                        --------------------   ---------------------------------------------------------
                                                                               Restricted    Securities
                                                               Other Annual       Stock      Underlying      All Other
                                         Salary      Bonus     Compensation     Award(s)       Options     Compensation
Name and Principal Position(s)  Year       ($)        ($)          ($)             ($)          (#s)            ($)
------------------------------  -----   --------    -------    -------------   ----------    -----------   -------------
<S>                             <C>     <C>         <C>        <C>             <C>            <C>          <C>
Frank Jakovac(1)                 2003     $   --          --             --             --            --              --
President, Chief Executive       2002     $   --          --             --             --            --              --
Officer and Director             2001   $ 72,917          --             --             --            --              --



Earl T. Ingarfield(2)            2003        N/A         N/A            N/A            N/A           N/A             N/A
Former Chief Executive Officer,  2002        N/A         N/A            N/A            N/A           N/A             N/A
President and Chairman of the    2001   $216,667          --             --             --            --              --
Board of Directors



Barnum Mow(3)                    2003        N/A         N/A            N/A            N/A           N/A             N/A
Former President of Avid         2002        N/A         N/A            N/A            N/A           N/A             N/A
Sportswear, Inc.                 2001   $152,692          --             --             --            --              --

</TABLE>



                                                                 12
<PAGE>




<TABLE>
<CAPTION>

                                        Annual Compensation                     Long-Term Compensation
                                        --------------------   ---------------------------------------------------------
                                                                               Restricted    Securities
                                                               Other Annual       Stock      Underlying      All Other
                                         Salary      Bonus     Compensation     Award(s)       Options     Compensation
Name and Principal Position(s)  Year       ($)        ($)          ($)             ($)          (#s)            ($)
------------------------------  -----   --------    -------    -------------   ----------    -----------   -------------
<S>                             <C>     <C>         <C>        <C>             <C>            <C>          <C>

David Roderick, Executive        2003        N/A         N/A            N/A            N/A           N/A             N/A
Former Vice-President of         2002        N/A         N/A            N/A            N/A           N/A             N/A
Merchandising and Design of      2001    $82,958          --             --             --            --              --
Avid Sportswear, Inc.

</TABLE>

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

(1)      Mr. Jakovac became President, Chief Executive Officer and a Director of
         Avid in June 2001.

(2)      Mr. Ingarfield became Chief Executive  Officer,  President and Chairman
         of the Board of Directors of Avid in June, 1998. On September 24, 2001,
         Mr. Ingarfield  resigned as Chief Executive Officer and Chairman of the
         Board of Directors of Avid.

(3)      Mr.  Mow  became  Chief  Executive  Officer  and  President  of  Avid's
         wholly-owned subsidiary on September 17, 1999. On May 17, 2001, Mr. Mow
         resigned  as  Chief   Executive   Officer  and   President   of  Avid's
         wholly-owned subsidiary and as a Director of Avid.


Employment Agreements

         On June 25, 2001, Avid entered into a three-year  employment  agreement
with Frank J. Jakovac, to act as President and Chief Executive Officer. The base
salary for services was $127,500 per year, payable in semi-monthly  installments
through  September 25, 2001.  After September 25, 2001, base salary was $255,000
per year,  payable in semi-monthly  installments.  An initial bonus of 1,250,000
shares of common stock at $0.01 per share vested immediately,  and $25,000 to be
paid upon  signing new  business  equaling  or greater  than  $1,000,000  of new
revenue.  Mr. Jakovac was granted and fully vested in 5% of the Company's  total
shares of issued  stock.  Avid was  unable to honor its  obligations  under this
employment  agreement and as a result,  Avid and Mr. Jakovac  mutually agreed to
terminate the agreement as of December 1, 2001. Mr.  Jakovac  received no shares
of common stock or options pursuant to the employment agreement.


United's 2004 Stock Incentive Plan

         On February 3, 2004,  United  adopted  its 2004 Stock  Incentive  Plan,
under which the Company's key employees,  consultants,  independent contractors,
officers and directors are eligible to receive grants of stock or stock options.
It is  presently  administered  by  the  Board  of  Directors.  Subject  to  the
provisions  of the  incentive  plan,  the Board of Directors  has full and final
authority to select the  individuals  to whom options will be granted,  to grant
the  options and  determine  the terms and  conditions  and the number of shares
issued pursuant thereto.


                                       13
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Beneficial Owners

         As of April 1, 2004,  other than the directors  and executive  officers
identified in the table under "Principal  Shareholders" section below, no person
owned beneficially more than five percent (5%) of our common stock.

Directors And Executive Officers Of Avid

         The following table shows the amount of our capital stock  beneficially
owned  by our  directors,  the  executive  officers  and by  all  directors  and
executive  officers as a group as of June 30, 2003. Unless otherwise  indicated,
beneficial  ownership  is direct and the person  indicated  has sole  voting and
investment power. As of June 30, 2003, we had 148,933,309 shares of common stock
outstanding.

                                                     Beneficially   Percent of
Name and Address                                     Owned Shares     Class(1)
------------------------                             ------------   ----------
Robert M. Carmichael                                   95,000,000        86.77%
940 N. W. 1st Street
Fort Lauderdale, Florida

Michelle Mathis                                                 0         0.0%
940 N. W. 1st Street
Fort Lauderdale, Florida

All officers and directors as a group (2 persons)      95,000,000        86.77%



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

*        Less than 1%.

(1)      Applicable  percentage of ownership is based on  109,483,718  shares of
         common stock  outstanding,  together with  applicable  options for each
         shareholder.  Beneficial ownership is determined in accordance with the
         rules of the Securities and Exchange  Commission and generally includes
         voting or investment power with respect to securities. Shares of common
         stock subject to options that are currently  exercisable or exercisable
         within 60 days of April 1, 2004 are deemed to be beneficially  owned by
         the person  holding  such  options  for the  purpose of  computing  the
         percentage  of  ownership  of  such  person,  but are  not  treated  as
         outstanding  for the purpose of computing the  percentage  ownership of
         any other person.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On June 18,  2002,  United  entered into a Merger  Agreement  with Avid
Sportswear  & Golf Corp.  and Merger Co., a  wholly-owned  subsidiary  of United
Companies.

         Upon the  consummation  of the  merger,  Avid was merged  with and into
Merger Co., as a result of which Merger Co. was the surviving entity and assumed
all of Avid's assets and liabilities.

         On the  effective  date of the merger,  the rights of holders of United
and Avid securities WERE affected as follows:

         (a) Avid common  shareholders  RECEIVED one (1) share of United  common
stock in exchange for fifty (50) shares of Avid common stock owned; as a result,
Avid  common  shareholders'  rights  as Avid  shareholders  terminated  and were
replaced by their ownership of United common stock.

         (b) Avid Series A Convertible Preferred Stock was converted into shares
of United  common stock on the same basis as if such shares of  preferred  stock
had been  converted  into shares of Avid common stock prior to the merger.  Each
share of Avid Series A Convertible  Preferred Stock was convertible  into 20,000
shares of Avid common stock and was  converted  into United  common stock in the
same fifty (50) for one (1) ratio as if such shares of Avid Series A Convertible
Preferred Stock had been converted into Avid common stock prior to the merger.


                                       14
<PAGE>

         (c)  Options  outstanding  under the Avid  2000  Stock  Incentive  Plan
terminated effective as of the effective date of the merger.

         (d) The holders of Avid common stock purchase  warrants which represent
the right to purchase up to  2,424,714  shares of Avid common  stock at exercise
prices ranging from $0.01 to $1.50, received in exchange therefore United common
stock purchase  warrants which  represent the right to purchase one (1) share of
United  Companies  common stock in exchange for fifty (50) shares of Avid common
stock at an identical exercise price per share.

         (e) All securities of United outstanding prior to the effective time of
the merger remained outstanding after the effective time of the merger.

         As a result of the  merger,  Avid was merged  with and into  Merger Co.
Merger Co. was the surviving corporation of the merger, and all rights,  powers,
duties and  obligations  of Avid prior to the merger were  assumed by Merger Co.
after the merger. Avid's creditors prior to the merger shall become creditors of
Merger Co. after the merger.  Merger Co. is a corporation,  which was formed for
the purpose of the merger and has engaged in no substantial business operations.

         Mr. Frank Jakovac, our Chief Executive Officer and a former Director of
Avid,  was the  Chief  Executive  Officer,  President,  sole  Director  and sole
shareholder of United Companies.

         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.


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

         (a)      Exhibits.

<TABLE>
<CAPTION>

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

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

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

4.01                2004 Stock Incentive Plan                            Incorporated by reference to Exhibit 99.1 to the
                                                                         Registration Statement on Form S-8 filed
                                                                         February 4, 2004

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

         (b)      Reports on Form 8-K.

         None.
</TABLE>

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

                                                For the Years Ended
                                                    December 31,
                                              -----------------------
                                                2003           2002
                                                ----           ----

Audit Fees and Audit Related Fees             $10,700        $16,000
Tax Fees                                      $   700        $    --
All Other Fees                                $ 2,500        $25,000


                                       15
<PAGE>



                                   SIGNATURES

         In  accordance  with the  requirements  of  Sections 13 or 15(d) of the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    April 14, 2004               UNITED COMPANY CORPORATION

                                      By:      /s/ Michelle Mathis
                                        --------------------------------------
                                      Name:  Michelle Mathis
                                      Title: Acting Chief Executive Officer,
                                             Acting Chief Financial Officer,
                                             Acting Principal Accounting Officer
                                             and Director





                                       16
<PAGE>