**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-KSB**




(mark
      one)





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




For
      the
      fiscal year ended **December
      31, 2006**




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




For
      the
      transition period from _______ to _______.




**Commission
      File No. 000-28321**




**United
      Companies Corporation**


(Name
      of
      Small Business Issuer in Its Charter)




**Nevada**
            **88-0374969**(State
                or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
                Employer Identification No.)**940
                N.W. 1****st****Street, Fort Lauderdale, Florida**
            **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
                registeredNone
            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
o




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. o




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




The
      Company’s revenues during its most recent fiscal year were
      $4,203,025.




The
      aggregate market value of the Company's voting stock held by non-affiliates
      as
      of March 9, 2007 was approximately $1,350,308.17 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 160,131,722 shares of common stock
      outstanding as of March 9, 2007.









**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




**PART
      I**




**Item
      1.** **Description
      of Business**




**Overview**




United
      Companies Corporation (herein referred to as “United”, or “the Company”), a
      Nevada corporation, entered into a Share Exchange Agreement, dated
      March 23, 2004, by and among United, Trebor Industries, Inc., d/b/a
      Brownie’s Third Lung, a Florida corporation, and Robert Carmichael. Pursuant to
      the Share Exchange Agreement, Mr. Carmichael exchanged 377 shares of common
      stock, par value $1.00 per share, of Trebor, which constituted all of the issued
      and outstanding shares of capital stock of Trebor, for 95,000,000 shares of
      the
      Company’s common stock. Pursuant to the Share Exchange Agreement, Trebor became
      a wholly owned subsidiary of United. Prior to the share exchange transaction
      with Trebor, United had no on-going operations.




The
      Company designs, tests, manufactures and distributes recreational hookah diving,
      yacht based scuba air compressor and Nitrox Generation Systems, and scuba and
      water safety products through its wholly owned subsidiary Trebor Industries,
      Inc. United sells its products both on a wholesale and retail basis, and does
      so
      from its headquarters and manufacturing facility in Fort Lauderdale, Florida.
      The Company does business as (dba) Brownie’s Third Lung. The Company’s products
      are classified into three main sales categories: ***Brownie’s
      Third Lung, Brownie’s Tankfill, and Brownie’s Public
      Safety*** **.**




***Brownie’s
      Third Lung*** **,** the
      consistent product category revenue leader for the Company, is comprised of
      Surface Supplied Diving products, commonly called hookah systems. These systems
      allow one to four divers to enjoy the marine environment without the bulk and
      weight of conventional SCUBA gear. We believe that Hookah diving holds greater
      appeal to families with children of diving age than does conventional SCUBA.
      The
      reduction of weight by eliminating the tank allows smaller divers, especially
      children, to participate more actively and enjoyably. In conjunction with the
      hookah systems, Brownie’s Third Lung supplies a variety of other products to
      support this market. These products are predominantly sold through SCUBA diving
      retailers, however, Brownie’s is expanding its market to sporting goods and
      boating retailers as well largely through a web-based training methodology
      that
      was introduced in July 2005. Web-based training allows consumers to initiate
      the
      required training for use of the system on their own schedule. It also addresses
      the training aspect that was previously a sale consideration at point-of-sale.
      Effective July 1, 2005, all hookah units sold included on-line training
      certificates. The training certificates entitle the holder to an on-line
      interactive course at no additional charge to the holder. The number of on-line
      training certificates issued per unit is the same as the number of divers the
      unit as sold is designed to accommodate (i.e., a three diver unit configuration
      comes with three on-line training certificates). It is anticipated that the
      final phase of the training will still be completed through traditional dive
      retailers and instructors. The addition of the web based training program has
      expanded the market for Brownie’s since it can now sell hookah systems to the
      non-diving public.




The **** ***Brownie’s
      Tankfill*** ** product
      category ** also
      generates a significant portion of the Company’s revenues, through the design,
      installation and maintenance of yacht-based high-pressure and low-pressure
      compressors for diving on air and mixed gases. Many yacht owners enjoy the
      convenience and freedom of filling their own diving tanks with air, NITROX
      or
      custom mixed gases while out on cruise, freeing them from carrying extra
      cylinders or the need to locate a reputable source in various ports-of-call.
      Brownie’s Tankfill specializes in the design and installation of high-end custom
      systems to do just that. From surveying the vessel for installation requirements
      to custom fabrication of the necessary components, Brownie’s Tankfill provides
      all the services necessary to satisfy this market. The Company has established
      a
      number of relationships with yacht builders to allow shipyards to market and
      sell the Brownie’s Tankfill systems. We believe that every large vessel
      currently in service, being re-fitted, or being built is a potential customer.
      Through OEM relationships we expand our market to reach these customers. Toward
      that end we have grown our number of OEM relationships and continue to pursue
      more through direct contact with yacht-builders.




******  The **** ***Brownie’s
      Public Safety*** product
      category provides integrated and stand-alone flotation and emergency/rescue
      equipment for use by fire departments and other government agencies in their
      on-water/near-water activities. “Rescue, not Recovery” is the marketing slogan
      for this product category, and the driving force behind development. We believe
      municipalities and government agencies can increase their own safety while
      responding more quickly in emergencies through the use of our products. In
      July
      2005, we entered into an agreement establishing Global Secure Safety Products,
      Inc. as our exclusive North and South American distributor for the Rapid Entry
      System (RES) mini scuba product, which is being sold exclusively in these
      markets under the Global Secure band ad the Global Secure Rescue Pac. We
      continue to pursue similar distributorships outside this market area as well.




3


Since
      April 16, 2004, Mr. Robert Carmichael has served as President, Acting Principal
      Accounting Officer and Acting Chief Financial Officer of United.
      From ** March
      23,
      2004 to April 26, 2004, Mr. Carmichael served as United’s Executive
      Vice-President and Chief Operating Officer. Mr. Carmichael has operated Trebor
      Industries, Inc. as its President since 1986. Mr. Carmichael is either the
      owner
      or co-owner of several companies that hold numerous patents that are used by
      Trebor Industries, Inc. and several other major companies in the diving
      industry.




**Our
      Products and Services by Category and Their Related Websites**




**Brownie’s
      Third Lung (** **www.browniedive.com** **)
      -** Surface
      Supplied Air (SSA), Hookah, (Low Pressure Units) - Recreational surface supplied
      air units (gas and electric), Commercial surface supplied air units (gas and
      electric), Pressurized snorkel (battery), Egressor packages and regulators,
      hookah hoses and regulators, Drop Weight Cummerbelt, Dive weight belts, SeaDoo
      Sea Scooters, Twin-trim, Diving hose, Diving kits, Dive Hose connections,
      Replacement SS engines, compressors, miscellaneous service parts, SSA
      accessories including but not limited to gear bags, dog snares, and keel and
      trim weight packages.




**Brownie’s
      Tankfill (** **www.tankfill.com** **)
      -** Tankfill
      Systems (High And Low Pressure Units) -Yacht pro automated compressors
      (heavy-duty service capacity), Yacht pro automated compressors (medium-duty
      service capacity), Marine basic compressors (light-duty service capacity),
      Bauer
      portable compressors (light-duty service capacity), Custom tankfill and nitrox
      generation systems for yachts, NitroxMakers, Four-way fill manifolds, Remote
      fill control panels, High pressure storage/cascade systems, Custom tank racks,
      Kaeser low pressure compressors and components, E-Reel diving systems, hookah
      diving compressor for boat installation, Design and engineering services
      including but not limited to AutoCAD, Nitrox generation, and custom gas mixing,
      Repairs and service on all products sold.




**Brownie’s
      Public Safety (** **www.browniespublicsafety.com** **)
      -** Public
      Safety Dive Gear and Accessories -SHERPA, HELO systems, Rapid Entry System
      (RES), Garment integrated personal flotation device (water extrication buoyancy
      system: WEBS), Fast float system, Personal life raft, Surf shuttle, lift bags,
      various other safety r elated
      accessories.




**Some
      Of The Company’s Products In Depth**




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




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




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




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




4


***Bell
      Bottom Flag Bag (BBFB):*** Is what
      we believe is a unique product providing the diver with a collection bag at
      depth, a marker (floating flag) at the surface and a lifting device independent
      of the diver as well as an ascent safety device. This product allows the diver
      to minimize the amount of gear needed for safety or the harvest of
      seafood.




***BC
      KEEL Counterweight System:*** Is what
      we believe is a revolutionary ballast system designed to offset the inherent
      buoyancy of a SCUBA tank and provide the diver with a more reliable ‘face -up’
surface position. We believe our product has the technical and affordable
      potential to become the “primary ballast system” with the right promotion and
      education of the diving public. There are four most popular items that almost
      ALL divers buy before the completion of Open Water I Certification: Mask,
      Snorkel, Fins, and Weight system, because these items are affordable, small,
      universal, and PERSONAL.




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




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




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




**Market
      Data**




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




5




**SCUBA
      Diving Industry**




The
      following data is based on information reported on Professional Association
      of
      Dive Instructors’ (PADI) website, www.padi.com, as of March 15, 2006: PADI
      certifies 60% of all new divers in the United States. PADI issued 526,904 new
      divers certifications worldwide in 2000 (the most recent information available).
      (Thus, per our extrapolation, an estimated 878,173 new divers were certified
      by
      all the training agencies collectively worldwide in 2000). PADI estimates that
      the range of active divers in the United States ranges from 1.6 million to
      2.9
      million based on data it collected. Per PADI, the largest number of SCUBA
      certifications completed each year in the United States has been in Florida.
      Also, per PADI’s statistics, the number of certifications issued by PADI each
      year has increased consistently since 1967. As of March 18, 2007, this
      information is no longer published on PADI’s website. However, the Company
      believes the statistics should have remained relatively consistent.




**Marine
      Industry**




The
      following data is based on information published by the National Marine
      Manufacturers Association (NMMA), www.nmma.org, as of March 18, 2007:
      Recreational boating contributed approximately $37.3 billion in 2005 to the
      nation’s economy, up more than 13% from 2004. Sales growth of recreational boats
      continued to outpace U.S. economic growth in 2004, increasing an average of
      8%
      annually since 1997, when compared to the Gross Domestic Product, which averaged
      3.4% annual growth during the same period. There were 12.94 million boats
      registered in the United States in 2005, and of this amount, Florida captured
      the number one ranking with 973,859 registrations among all the states. Total
      dollars spent on new power boats, motor, trailers and accessory purchases in
      2005 was $15.40 billion with Florida ranking number one among all the states
      capturing $2.11 billion of this market. Total dollars spent on marine
      aftermarket accessory purchases alone was $2.91 billion. Of this amount, again
      Florida ranked number one among all the states capturing $434 million of this
      market. The products the Company sells would generally be considered part of
      the
      marine aftermarket accessory category. From 2003 to 2005 the marine aftermarket
      accessory market has grown from $2.42 billion to $2.91 billion, or an increase
      of 20.25%. Over the past eight years aftermarket accessories sales have more
      than doubled from $1.2 billion in 1997 to $2.9 billion in 2005.




**Product
      Target Markets**




The
      Company sells a variety of products that fall primarily into three categories,
      Brownie’s Third Lung, Brownie’s Tankfill, and Brownie’s Public Safety Diving.
      While all of our offerings are marine based, each product category targets
      a
      slightly different consumer and approaches its target group in a different
      manner. Due to the common water-based theme, some of the markets will overlap,
      thereby qualifying the same customer for more than one major product. Brownie’s
      Third Lung, the Surface Supplied Air or hookah business has both retail and
      wholesale groups.  We believe that a significant portion of the 973,758
      registered boat owners in Florida, as are potential customers for our
      recreational systems. In past years our product was more likely to reach them
      through SCUBA diving retailers.  In mid 2005, in an effort to expand our
      Scuba diving retailer market and to reach additional, non-diving consumers,
      the
      Company implemented a web-based training program to expand the availability
      of
      our product to marine retailers who cater, for the most part, specifically
      to
      boaters.  Brownie’s Tankfill targets a similar group, the boating
      community, but concentrates its attention on boats over 30 feet in length. 
We have enjoyed a measure of success by approaching the consumer directly.
      We
      also continue to establish relationships with boat yards building luxury vessels
      throughout the world by offering them an OEM policy and pricing structure.
      Our
      newest market is that for Brownie’s Public Safety Diving.  We have
      identified municipalities and government agencies, both in the United States
      and
      abroad, as our primary consumer. In July 2005, we entered into an agreement
      establishing Global Secure Safety Products, Inc. as our exclusive North and
      South American distributor for the Rapid Entry System (RES) mini scuba product,
      which is being sold exclusively in these markets under the Global Secure band
      ad
      the Global Secure Rescue Pac. The RES is part of our public safety sales product
      category. Although the United States and predominantly Florida have been our
      past focus, we continue to search for and establish distributors in Australia
      and Europe for all of our products.




**Tradenames
      And Patents**




**Tradenames**




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




6


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




**Patents**




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




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




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




**Marketing**




**Print
      Literature, Public Relations, and Advertising**




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




**Tradeshows**




In
      2006
      the Company was represented at the following annual trade shows: Miami Yacht
      and
      Brokerage Show, Fort Lauderdale International Boat Show, and International
      Boat
      Exhibitors Exchange (IBEX).




**Websites**




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




**Distribution**




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




**Expansion
      Goal**




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




**Product
      Research And Development (R&D)**




We
      continuously work to provide our customers with both new and improved products.
      We offer research and development services to not only the related entities
      we
      license our patents and trademarks from, but also to other customers as well.
      R&D services for customers and the related entities are invoiced in the
      normal course of business. In addition, we are working on internal research
      and
      development projects toward the goal of developing some of our own patentable
      products. Research and development costs for the year ended December 31, 2006
      and 2005, were $7,140 and $18,730, respectively.




7




**Government
      Regulations**




The
      SCUBA
      industry is self-regulating; therefore, the Company is not subject to government
      industry specific regulation. Nevertheless, the Company strives to be a leader
      in promoting safe diving practices within the industry and believes it is at
      the
      forefront of self-regulation through responsible diving practices. The Company
      is subject to all regulations applicable to “for profit” companies as well as
      all trade and general commerce governmental regulation. All required federal
      and
      state permits, licenses, and bonds to operate its facility have been obtained.
      There can be no assurance that the Company’s operation and profitability will
      not be subject to more restrictive regulation or increased taxation by federal,
      state, or local agencies in the future.




**Customers**




We
      are
      predominantly a wholesale distributor to retail dive stores, marine stores,
      and
      shipyards. This includes approximately 500 independent Brownie dealers. We
      retail our products to including, but not limited to, boat owners, recreational
      divers and commercial divers. Our largest customer and Brownie dealer is
      Brownie’s Southport Diver’s, Inc. (BSD), a related entity owned by the brother
      of Robert Carmichael, the Company’s Chief Executive Officer. Sales to BSD for
      the years ended December 31, 2006 and 2005 represented, 16.40% and 18.33%,
      respectively, of total Company sales. Sales to Enpro International, Inc. for
      the
      year ended December 31, 2006 represented 17.87% of total Company net revenues.
      Sales to no other customer represented greater than 10.00% of net revenues
      for
      the years ended December 31, 2006 and 2005.




**Raw
      Materials**




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




**Competition**




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




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




**Personnel**




We
      currently have sixteen (16) full time employees at our facility in Fort
      Lauderdale, Florida, seven (7) are classified as, administrative or management,
      and nine (9) are classified as non-exempt factory or administrative support.
      We
      utilize consultants when needed in the absence of available in-house expertise.
      Our employees are not covered by a collective bargaining agreement.




8




**Seasonality**




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




**Item
      2.** **Description
      Of Property**




The
      corporate headquarters, factory and distribution center of the Company is
      located at 936/940 NW 1st Street, Ft. Lauderdale, FL 33311. Through February
      20,2007, the facility was leased from GKR Associates, LLC, an entity in which
      the Chief Executive Officer has an ownership interest, for approximately $10,000
      per month. On February 22, 2007 the Company acquired the facility from GKR
      Associates, LLC. for cash and other consideration. The terms of the property
      acquisition are discussed below under "Certain Relationships and Related
      Transactions, and Director Independence". The facilities are comprised of
      approximately 16,000 square feet of space of which approximately 7,500 square
      feet is office, and the remainder is factory and warehouse space. We believe
      that the facilities are suitable for their intended purpose, are being
      efficiently utilized and provide adequate capacity to meet demand for the
      foreseeable future.




**Item
      3.** **Legal
      Proceedings**




None.




**Item
      4.** **Submission
      Of Matters To A Vote Of Security Holders**




None.




**PART
      II**




**Item
      5.** **Market
      For Common Equity and Related Stockholder Matters**




The
      Company’s common stock is quoted on the Over-the-Counter Bulletin Board under
      the symbol “UCPJ.” The Company’s high and low bid prices by quarter during 2006
      and 2005, as provided by the Over the Counter Bulletin Board are provided below.
      These quotations reflect inter-dealer prices, without retail mark-up, mark-down
      or commission, and may not necessarily represent actual transactions. On March
      9, 2007, the closing price of our common stock, as reported on the
      Over-the-Counter Bulletin Board, was $0.021 per share.




**Calendar
                Year 2006****High
                Bid**
            
            **Low
                Bid**First
                Quarter
            
            $
            0.026
            
            $
            0.002Second
                Quarter
            
            $
            0.022
            
            $
            0.009Third
                Quarter
            
            $
            0.026
            
            $
            0.014Fourth
                Quarter
            
            $
            0.022
            
            $
            0.014




**Calendar
                Year 2005****High
                Bid**
            
            **Low
                Bid**First
                Quarter
            
            $
            0.023
            
            $
            0.007Second
                Quarter
            
            $
            0.014
            
            $
            0.004Third
                Quarter
            
            $
            0.010
            
            $
            0.003Fourth
                Quarter
            
            $
            0.007
            
            $
            0.002




**Holders
      of Common Stock**




As
      of
      March 9, 2007, we believe United had in excess of 250 shareholders of
      record.




9




**Dividends**




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




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




None.




**Sales
      of Unregistered Securities**




***Convertible
      Debentures***




On
      April
      2, 2004, we issued a Secured Convertible Debenture to Cornell Capital Partners,
      LP in the principal amount of $250,000. The convertible debenture is convertible
      into shares of our common stock as a price per share that is equal to the lesser
      of: (i) an amount equal to 120% of the closing bid price of our common stock
      as
      of the date of the convertible debenture or (ii) an amount equal to 80% of
      the
      average of the lowest daily volume weighted average price of our common stock
      for the five trading days immediately preceding the conversion date. The Secured
      Convertible Debenture accrues interest at a rate of 5% per year and is
      convertible at the holder’s option. The Secured Convertible Debenture has a term
      of 2 years and is secured by all the assets of United. At United’s option, the
      Secured Convertible Debenture may be paid in cash or converted into shares
      of
      our common stock unless converted earlier by the holder. Except after an event
      of default as set forth in the Secured Convertible Debenture, Cornell Capital
      Partners, LP is not entitled to convert such debenture for a number of shares
      of
      common stock of United in excess of that number of shares which, upon giving
      effect to the debentures if such conversion would cause the aggregate number
      of
      shares of common stock beneficially held by such holder and its affiliated
      to
      exceed 4.99% of the outstanding shares of common stock of United. On July 23,
      2004, United issued a second Secured Convertible Debenture in the principal
      amount of $125,000, with the same terms and conditions as the Secured
      Convertible Debenture issued on April 2, 2004, as described above. United has
      the right to redeem with fifteen (15) business days advance notice, a portion
      or
      all of the outstanding convertible debentures. The redemption price shall be
      one
      hundred twenty percent (120%) of the redeemed amount plus accrued interest.
      In addition, if United avails itself of the redemption right, United shall,
      concurrent with the redemption, issue warrants to the holder at a rate of 50,000
      per $100,000 redeemed, pro-rata. The exercise price of the warrants shall be
      120% of the closing bid price of United’s common stock on the closing date. The
      warrants shall have “piggy-back” and demand registration rights and shall
      survive for two (2) years from the closing date.




On
      June
      2, 2006, the Company fully satisfied the outstanding balance of the Secured
      Convertible Debentures. As part of the redemption, Cornell Capital Partners,
      L.P. waived its right to issuance of warrants and reduced the redemption fee
      from 20% to 10.21%. In addition, the Redemption Agreement retired the Standby
      Equity Distribution Agreement. The total amount paid Cornell Capital Partners,
      L.P. under the Redemption Agreement was $266,777 that included $210,500
      redemption amount (principal amount), $34,777 accrued interest, and $21,500
      redemption fee (10.21%) of principal amount. The Company recorded a $109,517
      gain on extinguishments of the Secured Convertible Debentures attributable
      to
      the intrinsic value of the embedded conversion feature.





The
      following table represents conversions by Cornell Capital Partners, L.P. under
      the terms of the Secured Convertible Debentures from January 1, 2006 through
      redemption on June 2, 2006 for restricted common stock:


Conversion
                  Notice Date
              
              Date
                  of Conversion
              
              Conversion
                  $ Amount
              
              Conversion
                  $ Per Share Price
              
              Number
                  of SharesJanuary
                  6, 2006
              
              February
                  2, 2006
              
              $
              10,000
              
              
              0.0016
              
              
              6,250,000February
                  10, 2006
              
              March
                  7, 2006
              
              
              10,000
              
              
              0.0032
              
              
              3,125,000March
                  1, 2006
              
              March
                  7,2006
              
              
              10,000
              
              
              0.0032
              
              
              3,125,000May
                  3, 2006
              
              May
                  24,2006
              
              
              59,110
              
              
              0.0088
              
              
              6,717,045$
              89,110
              
              
              
              
              
              19,217,045




10




***Standby
      Equity Distribution Agreement***




On
      April
      2, 2004, the Company entered into a Standby Equity Distribution Agreement with
      Cornell Capital Partners, L.P. In addition, the Company issued 3,625,000 shares
      of the Company’s common stock in April 2004 for commitment fees totaling
      $290,000 related to the Standby Equity Distribution Agreement. The commitment
      fees were amortized to additional paid in-capital over the term of the Standby
      Equity Distribution Agreement. As part of the redemption of the Secured
      Convertible Debentures, the Company terminated on June 2, 2006 the Standby
      Equity Distribution Agreement.




***Options
      and Warrants***




Effective
      January 1, 2005, we entered into a two-year consulting agreement with an
      individual for management and strategic services. In addition to the monthly
      consulting fee, the agreement provides for warrants to purchase 28,571,428
      shares of the Company’s common stock. The exercise price of the warrants is
      $.007 per share, which equaled the bid/ask price of the Company’s common stock
      on January 1, 2005, the effective date of the agreement. The rights to exercise
      the warrants shall vest in four equal tranches of 7,142,857 common shares at
      six
      months, twelve months, eighteen months, and twenty-four months. The warrants
      expiration date is twenty-four months after the vesting date. Further, the
      warrants have “piggy-back” registration rights and provide for either a cash or
      cashless exercise. The cashless exercise provision provides for a discount
      in
      the amount of shares to be issued upon at exercise based on a formula that
      takes
      into account as one of its factors the average of the closing sale price on
      the
      common stock for five trading days immediately prior to but not including the
      date of exercise. We can terminate the consulting agreement at any time for
      “Cause” as defined in the consulting Agreement. The consultant may terminate the
      consulting agreement at any time for non-payment of monies due, and such
      condition remains uncured for a period of sixty days. As of December 31, 2006,
      the rights to exercise 28,571,428 had vested under the consulting agreement
      and
      no warrants had been exercised.




***Other
      Sales of Unregistered Securities***





On
      February 2, 2006, Cornell Capital Partners LP was issued 6,250,000 shares of
      restricted common stock representing a $10,000 conversion under the terms of
      the
      Secured Convertible Debenture.




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




On
      May
      24, 2006, Cornell Capital Partners LP was issued 6,717,045 shares of common
      stock representing a $59,100 conversion under the terms of the Secured
      Convertible Debenture.




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




11




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




**Overview**




Since
      March 23, 2004 the Company designs, tests, manufactures and distributes
      recreational hookah diving, yacht based scuba air compressor and Nitrox
      Generation Systems, and scuba and water safety products through its wholly
      owned
      subsidiary Trebor Industries, Inc. United sells its products both on a wholesale
      and retail basis, and does so from its headquarters and manufacturing facility
      in Fort Lauderdale, Florida. The Company does business as (dba) Brownie’s Third
      Lung, the dba name of Trebor.




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




**Financial
      Performance**




United
      has a history of losses. For the years ended December 31, 2006 and 2005, United
      had net income of $565,793 and a net loss of $96,310, respectively.




**Significant
      Accounting Policies**




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





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





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





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




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





12


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





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





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





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





Advertising
      and marketing costs - The
      Company recognizes advertising expenses in accordance with Statement of Position
      93-7 “Reporting on Advertising Costs.” Accordingly, the Company expenses the
      costs of producing advertisements at the time production occurs, and expenses
      the costs of communicating advertisements in the period in which the advertising
      space or airtime is used. Advertising and trade show expenses incurred for
      the
      year ended December 31, 2006 and 2005, were $47,402, and $49,974,
      respectively.





Income
      taxes - The
      Company accounts for its income taxes in accordance with Statement of Financial
      Accounting Standards No. 109, which requires recognition of deferred tax assets
      and liabilities for future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets and liabilities
      and
      their respective tax bases and tax credit carryforwards. Deferred tax assets
      and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled. The effect on deferred tax assets and liabilities of
      a
      change in tax rates is recognized in income in the period that includes the
      enactment date.





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





The
      Company did not issue any stock, warrants or options, to employees for
      compensation for the year ended December 31, 2006.




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





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





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




**Recent
      Accounting Pronouncements**




In
      September 2006, FASB issued Financial Accounting Statement (FAS) 157, Fair
      Value
      Measurements. The Statement defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP), and
      expands disclosures about fair value measurements. The provisions of FAS 157
      are
      effective for the Company on or before January 1, 2008. The provisions of this
      Statement shall be applied prospectively as of the date of adoption with a
      limited form of retrospective application to certain financial instruments
      that
      will result in cumulative effect of the change in accounting principle recorded
      as an adjustment to opening retained earnings. The Company is currently
      evaluating the impact of FAS 157 on its financial statements.





13


In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
      interpretation of FASB Statement No. 109, (“FIN 48”) which clarifies the
      accounting for uncertainty in tax positions. This interpretation requires the
      recognition of a tax position when it is more likely than not that the tax
      position will be sustained upon examination by relevant taxing authorities,
      based on the technical merits of the position. The provisions of FIN 48 are
      effective for the Company on January 1, 2007, with the cumulative effect of
      the
      change in accounting principle recorded as an adjustment to opening retained
      earnings. The Company is currently evaluating the impact of adopting FIN 48
      on
      its financial statements.





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





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




**Results
      Of Operations For The Year Ended December 31, 2006, As Compared To The Year
      Ended December 31, 2005**




The
      following discussion of United’s results of operations compares United’s year
      ended 2006 operations activities, which includes the results of operations
      for
      United’s wholly-owned subsidiary Trebor Industries, Inc., d/b/a Brownie’s Third
      Lung with 2005.




***Net
      Revenues.*** For the
      year ended December 31, 2006, we had revenues of $4,203,025 as compared to
      revenues of $2,935,869 for the year ended December 31, 2005, an increase of
      $1,267,156 or 43.16%. Overall tankfill system sales and hookah system sales
      were
      up in 2006. The Company attributes its hookah system sales increases to
      expanding its market beyond the scuba dive retailer and into sporting goods
      and
      boating retailers, its web-based training program that was rolled out in July
      2005, and to concerted marketing and sales efforts, including a release in
      July
      2005 of a brand new catalog featuring all our products. Tankfill system sales
      increases are mainly attributed to our continued presence at several boat shows
      where many new and old contacts were made and renewed, new OEM relationships
      with yacht-builders, and the release of the new catalog in July 2005 featuring
      all our products. In addition, we believe that the Brownie’s Third Lung name
      continues to grow in brand recognition, and in addition to gaining new customers
      each year, we see repeat business.




14


***Cost
      of Net Revenues.*** For the
      year ended December 31, 2006, we had cost of net revenues of $2,711,984 as
      compared with cost of revenues of $1,956,269 for the year ended December 31,
      2005, an increase of $755,715 or 38.63%. This increase is primarily attributable
      to the increase in expenses to support the increase in sales including an
      increase in material costs of $525,418, an increase in contract labor and
      expenses of $129,145, an increase in payroll costs of $50,698, and a net
      increase in various other costs of $50,454.




***Gross
      Profit.*** For the
      year ended December 31, 2006, we had a gross profit of $1,491,041 as compared
      to
      gross profit of $979,600 for the year ended December 31, 2005, an increase
      of
      $511,441 or 52.21%. This increase is primarily attributable to an increase
      in
      net revenues and a modest decrease in cost of revenues as a percentage of sales
      for the year ended December 31, 2006.




***Operating
      Expenses.*** For the
      year ended December 31, 2006, we had total operating expenses of $1,014,448
      as
      compared to total operating expenses of $999,226 for the year ended December
      31,
      2005, an increase of $15,222 or 1.52%.




***Other
      (Income) Expenses.*** For
      the
      year ended December 31, 2006 we had other income of $150,933 as compared to
      other expense of $14,898 for the year ended December 31, 2005, an increase
      in
      other income, or a decrease in other expense of expense of $165,831 or 1113.11%.
      This increase is primarily attributable to the $109,517 gain on the
      extinguishments of the secured convertible debentures, and an approximate
      $35,000 gain on the extinguishments of two payables that were no longer deemed
      due and payable as of the third quarter of 2006.




***Interest
      Expense.*** For the
      year ended December 31, 2006, we had interest expense of $71,388 as compared
      to
      $85,992 for the year ended December 31, 2005, a decrease of $14,604 or 16.98%.
      This decrease is primarily attributable to the satisfaction of the secured
      convertible debentures on June 2, 2006. Whereas in 2005 the Company had twelve
      months of interest on the secured convertible debentures, it had only five
      months in 2006.




***Income
  Tax Benefit.*** For
  the year ended December 31, 2006, we had a tax benefit of $9,655 as compared
  to $24,206 tax benefit at December 31, 2005, an decrease of $14,551 or 60.11%.
  This decrease is primarily attributable to the full utilization of the net operating
  loss carryforward in 2006 that in 2005 we projected would carry beyond 2006.
  The change in the projection was a result of higher than anticipated net income
  in 2006.




***Net
      Income.*** For the
      year ended December 31, 2006, we had net income of $565,793 as compared to
      a net
      loss of $96,310 for the year ended December 31, 2005, an increase of $662,103
      or
      687.47%. This net increase for the year ended December 31, 2006 is primarily
      attributable to the increase
      in net revenues, the modest decrease in the cost of revenues as a percentage of
      sales, and the relatively consistent operating expenses.




**Liquidity
      And Capital Resources**




As
      of
      December 31, 2006, the Company had cash and current assets of $937,384 and
      current liabilities of $764,914, or a current ratio of 1.22%.




On
      June
      2, 2006, the Company fully satisfied the outstanding balance of its Secured
      Convertible Debentures issued on April 2, 2004 and July 23, 2004 in the original
      amounts of $250,000 and $125,000 respectively. As part of the redemption,
      Cornell Capital Partners, L.P. waived its right to issuance of warrants and
      reduced the redemption fee from 20% to 10.21%. In addition, the Redemption
      Agreement retired the Company’s existing Standby Equity Distribution that the
      Company never drew down against. The total amount paid Cornell Capital Partners,
      L.P. under the Redemption Agreement was $266,777 that included $210,500
      redemption amount (principal amount), $34,777 accrued interest, and $21,500
      redemption fee (10.21%) of principal amount. The Company recorded a $109,517
      gain on extinguishment of the Secured Convertible Debentures attributable to
      the
      intrinsic value of the embedded conversion feature.





The
      Company anticipates that cash generated from operations should be sufficient
      to
      satisfy the Company’s contemplated cash requirements for its current operations
      for at least the next twelve months. The Company does not anticipate any
      significant purchases of equipment during fiscal year 2007. The number and
      level
      of employees at December 31, 2006 is adequate to maintain the Company's
      operations for at least the next 12 months.




15




**Certain
      Business Risks**




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




***Our
      Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
      Significantly***




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




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




Our
      common stock is deemed to be “penny stock” as that term is defined under the
      Securities Exchange Act of 1934. Penny stocks generally are equity securities
      with a price of less than $5.00 (other than securities registered on certain
      national securities exchanges or quoted on the NASDAQ system, provided that
      current price and volume information with respect to transactions in such
      securities is provided by the exchange or system). Our common stock is covered
      by an SEC rule that imposes additional sales practice requirements on
      broker-dealers who sell such securities to persons other than established
      customers and accredited investors, which are generally institutions with assets
      in excess of $5,000,000, or individuals with net worth in excess of $1,000,000
      or annual income exceeding $200,000 or $300,000 jointly with their
      spouse.




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




***We
      Depend On The Services Of Our Chief Executive Officer***




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




***We
      Require Additional Personnel And Could Fail To Attract Or Retain Key
      Personnel***




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




Effective
      January 1, 2005, the Company entered into a two-year consulting agreement with
      one of the Consultants as referred to above for management and strategic
      services. The consulting agreement calls for a monthly consulting fee and
      provides for warrants to purchase 28,571,428 shares of the Company’s Common
      Stock. The exercise price of the warrants is $.007 per share, which equaled
      the
      bid/ask price of the Company’s Common stock on January 1, 2005, the effective
      date of the agreement. The rights to exercise the warrants shall vest in four
      equal tranches of 7,142,857 current shares at six months, twelve months,
      eighteen months, and twenty-four months. The Company can terminate the
      Consulting Agreement at any time for “Cause” as defined in the Consulting
      Agreement. The Consultant may terminate the Consulting Agreement at any time
      for
      non-payment of monies due, and such condition remains uncured for a period
      of
      sixty days. On December 31, 2006 the consulting agreement expired. While a
      new
      agreement has not been formalized, the Consultant continues to be engaged in
      the
      same capacity on a month-to-month basis.





16


***Our
      Failure To Obtain Intellectual Property And Enforce Protection Would Have A
      Material Adverse Effect On Our Business***




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




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




***We
      May Be Unable To Manage Growth***




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




***Reliance
      On Vendors And Manufacturers***




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




***Dependence
      On Consumer Spending***




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




***Government
      Regulations May Impact Us***




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




17


***Bad
      Weather Conditions Could Have An Adverse Effect On Operating
      Results***




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




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




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




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




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




18




**ITEM
      7.** **FINANCIAL
      STATEMENTS**




UNITED
        COMPANIES CORPORATION
 CONSOLIDATED
        FINANCIAL STATEMENTS
 TABLE
        OF
        CONTENTS




PAGE(S)REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              F-1CONSOLIDATED
                  BALANCE SHEET AS OF DECEMBER 31, 2006
              
              F-2CONSOLIDATED
                  STATEMENTS OF OPERATIONS FOR THE YEARS ENDEDDECEMBER
                  31, 2006 AND 2005
              
              F-3CONSOLIDATED
                  STATEMENT OF STOCKHOLDERS' DEFICIT FOR THEYEARS
                  ENDED DECEMBER 31, 2006 AND DECEMBER 31, 2005
              
              F-4CONSOLIDATED
                  STATEMENTS OF CASH FLOWS FOR THE YEARS ENDEDDECEMBER
                  31, 2006 AND 2005
              
              F-5NOTES
                  TO THE CONSOLIDATED FINANCIAL STATEMENTS
              
              F-6
                  TO F-19
  
  REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
          the
          Board of Directors and Stockholders
 United
          Companies Corporation
 Fort
          Lauderdale, Florida
 
 We
          have
          audited the accompanying consolidated balance sheet of United Companies
          Corporation as of December 31, 2006,
          and
          the related consolidated statements of operations, stockholders' deficit,
          and
          cash flows for the years ended December
          31, 2006 and 2005. These financial statements are the responsibility of
          the
          Company's management. Our responsibility
          is to express an opinion on these financial statements based on our
          audit.
 
 We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States).
          Those standards require that we plan and perform the audit to obtain reasonable
          assurance about whether the financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform,
          an audit of its internal control over financial reporting. Our audit included
          consideration of internal control over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the
          purpose of expressing an opinion on the effectiveness of the Company's
          internal
          control over financial reporting. Accordingly,
          we express no such opinion. An audit includes examining, on a test basis,
          evidence supporting the amounts
          and disclosures in the financial statements. An audit also includes assessing
          the accounting principles used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe
          that our audit provides a reasonable basis for our opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the financial
          position of United Companies Corporation as of December 31, 2006, and the
          results of its activities and cash flows
          for
          the years ended December 31, 2006 and 2005 in conformity with accounting
          principles generally accepted in the United States.
  /S/
          L.L.
          Bradford & Company, LLC
 L.L.
          Bradford & Company, LLC
 March
          27,
          2007
 Las
          Vegas, Nevada
  F-1
 UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          BALANCE SHEET
 DECEMBER
          31, 2006
 ASSETSCurrent
                    assetsCash
                
                $
                208,187Accounts
                    receivable, net of $21,000 allowance for doubtful accounts
                
                
                62,757Inventory
                
                
                581,429Prepaid
                    expense and other current assets
                
                
                61,440Net
                    deferred tax asset - current
                
                
                23,571Total
                    current assets
                
                
                937,384Fixed
                    assets, net
                
                
                30,386Other
                    assetsDeferred
                    tax asset - non-current
                
                
                21,319Other
                    assets
                
                
                6,968Total
                    other assets
                
                
                28,287Total
                    assets
                
                $
                996,057LIABILITIES
                    AND STOCKHOLDERS' DEFICITCurrent
                    liabilitiesAccounts
                    payable and accrued liabilities
                
                $
                333,099Customer
                    deposits
                
                
                83,441Loan
                    payable
                
                
                266,000On-
                    line training liability
                
                
                43,160Royalties
                    payable - related party
                
                
                8,451Income
                    taxes payable
                
                
                11,029Notes
                    payable - current portion
                
                
                9,466Notes
                    payable - related parties - current portion
                
                
                10,268Total
                    current liabilities
                
                
                764,914Long-term
                    liabilitiesNotes
                    payable - long-term portion
                
                
                3,839Notes
                    payable - related parties - long-term portion
                
                
                627,061Total
                    long-term liabilities
                
                
                630,900Total
                    liabilities
                
                
                1,395,814Commitments
                    and contingenciesStockholders'
                    deficitCommon
                    stock; $0.001 par value; 250,000,000 shares authorized155,687,722
                    shares issued and outstanding
                
                
                155,688Additional
                    paid-in capital
                
                
                585,663Accumulated
                    deficit
                
                
                (1,141,108
                )Total
                    stockholders' deficit
                
                
                (399,757
                )Total
                    liabilities and stockholders' deficit
                
                $
                996,057
 See
          Accompanying Notes to Consolidated Financial Statements
  F-2
 UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          STATEMENTS OF OPERATIONS
 Year
                    Ended December 31,2006
                
                2005Net
                    revenues
                
                $
                4,203,025
                
                $
                2,935,869Cost
                    of net revenues
                
                
                2,711,984
                
                
                1,956,269Gross
                    profit
                
                
                1,491,041
                
                
                979,600Operating
                    expensesResearch
                    and development costs
                
                
                7,140
                
                
                18,730Selling,
                    general and administrative
                
                
                1,007,308
                
                
                980,496Total
                    operating expenses
                
                
                1,014,448
                
                
                999,226Income
                    (loss) from operations
                
                
                476,593
                
                
                (19,626
                )Other
                    (income) expenseOther
                    (income) expense
                
                
                (150,933
                )
                
                14,898Interest
                    expense
                
                
                71,388
                
                
                85,992Total
                    other income (expense)
                
                
                (79,545
                )
                
                100,890Net
                    income (loss) before provision for income taxes
                
                
                556,138
                
                
                (120,516
                )Provision
                    for income tax benefit
                
                
                9,655
                
                
                24,206Net
                    income (loss)
                
                $
                565,793
                
                $
                (96,310
                )Basic
                    income per common share
                
                $
                —
                
                $
                —Diluted
                    income per common share
                
                $
                —
                
                $
                —Basic
                    weighted average commonshares
                    outstanding
                
                
                151,395,154
                
                
                120,159,221Diluted
                    weighted average commonshares
                    outstanding
                
                
                166,312,375
                
                
                120,159,221
 See
          Accompanying Notes to Consolidated Financial Statements
  F-3
 UNITED
              COMPANIES CORPORATION
 CONSOLIDATED
              STATEMENT OF STOCKHOLDERS' DEFICIT
  Commitment
                    
                    OtherFees
                        Related
                    
                    Receivableto
                        Standby
                    
                    Related
                        to theAdditional
                    
                    Equity
                    
                    Issuance
                            of
                    
                    
                    
                    TotalCommon
                        Stock
                    
                    Paid-in
                    
                    Distribution
                    
                    Common
                    
                    Accumulated
                    
                    Stockholders'Shares
                    
                    Amount
                    
                    Capital
                    
                    Agreement
                    
                    Stock
                    
                    Deficit
                    
                    DeficitBalance,
                        December 31, 2004
                    
                    
                    114,126,575
                    
                    $
                    114,127
                    
                    $
                    811,946
                    
                    $
                    (231,205
                    )
                    $
                    (207,143
                    )
                    $
                    (1,610,591
                    )
                    $
                    (1,122,866
                    )Reclassification
                        for change in the number of common shares receivable related
                        to the
                        issuance of common stock
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (165,714
                    )
                    
                    —
                    
                    
                    165,714
                    
                    
                    —
                    
                    
                    —Common
                        stock redeemed for other receivable and cancelled at June
                        15, 2005
                    
                    
                    (517,857
                    )
                    
                    (518
                    )
                    
                    (40,911
                    )
                    
                    —
                    
                    
                    41,429
                    
                    
                    —
                    
                    
                    —Conversion
                        of Secured Convertible Debenture to common stock pursuant
                        to the
                        Securities Purchase Agreement dated April 4, 2004.
                    
                    
                    22,861,959
                    
                    
                    22,862
                    
                    
                    52,528
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    75,390Amortization
                        of commitment fees related to Standby Equity Distribution
                        Agreement
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (145,000
                    )
                    
                    145,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Consulting
                        expense recognized for stock warrants issued in conjunction
                        with the
                        consulting agreement effective January, 2005
                    
                    
                    —
                    
                    
                    —
                    
                    
                    103,640
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    103,640Net
                        loss
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (96,310
                    )
                    
                    (96,310
                    )Balance,
                        December 31, 2005
                    
                    
                    136,470,677
                    
                    
                    136,471
                    
                    
                    616,489
                    
                    
                    (86,205
                    )
                    
                    —
                    
                    
                    (1,706,901
                    )
                    
                    (1,040,146
                    )Conversion
                        of Secured Convertible Debenture to common stock pursuant
                        to the
                        Securities Purchase Agreement dated April 4, 2004.
                    
                    
                    19,217,045
                    
                    
                    19,217
                    
                    
                    69,893
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    89,110Amortization
                          of commitment fees related to Standby
                          Equity Distribution Agreement
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (86,205
                    )
                    
                    86,205
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Consulting
                              expense recognized for stock warrants issued in conjunction
                              with the
                              consulting agreement effective January, 2005
                    
                    
                    —
                    
                    
                    —
                    
                    
                    95,003
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    95,003Extinguishment
                          of Secured Convertible Debenture on June 2, 2006
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (109,517
                    )
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    (109,517
                    )Net
                        income
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    565,793
                    
                    
                    565,793Balance,
                        December 31, 2006
                    
                    
                    155,687,722
                    
                    $
                    155,688
                    
                    $
                    585,663
                    
                    $
                    —
                    
                    $
                    —
                    
                    $
                    (1,141,108
                    )
                    $
                    (399,757
                    )
  See
            Accompanying Notes to Consolidated Financial Statements
  F-4
 UNITED
          COMPANIES CORPORATION
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 Year
                    Ended December 31,2006
                
                2005Cash
                    flows from operating activities:Net
                    income (loss)
                
                $
                565,793
                
                $
                (96,310
                )Adjustments
                    to reconcile net income (loss) to netcash
                    provided by operating activities:Depreciation
                    and amortization
                
                
                26,542
                
                
                53,757Stock
                    based compensation
                
                
                95,003
                
                
                103,640Change
                    in deferred tax asset, net
                
                
                (20,684
                )
                
                (24,206
                )Gain
                    on extinguishment of secured convertible debenture
                
                
                (109,517
                )
                
                —Loss
                    on disposal of fixed assets
                
                
                —
                
                
                2,941Changes
                    in operating assets and liabilities:Change
                    in accounts receivable, net
                
                
                (10,139
                )
                
                11,261Change
                    in inventory
                
                
                (152,746
                )
                
                (33,266
                )Change
                    in prepaid expenses and other current assets
                
                
                (42,270
                )
                
                (10,226
                )Change
                    in other assets
                
                
                —
                
                
                8,198Change
                    in accounts payable and accrued liabilities
                
                
                (113,758
                )
                
                (89,324
                )Change
                    in customer deposits
                
                
                (45,690
                )
                
                97,704Change
                    in income taxes payable
                
                
                11,029
                
                
                —Change
                    lease payable - related party
                
                
                (18,950
                )
                
                —Change
                    in royalties payable - related parties
                
                
                (9,114
                )
                
                —Change
                    in other liabilities
                
                
                10,500
                
                
                40,225Net
                    cash provided by operating activities
                
                
                185,999
                
                
                64,394Cash
                    flows from investing activities:Proceeds
                    from sale of fixed assets
                
                
                —
                
                
                17,434Purchase
                    of fixed assets
                
                
                (9,210
                )
                
                (5,580
                )Net
                    cash provided (used) by investing activities
                
                
                (9,210
                )
                
                11,854Cash
                    flows from financing activities:Proceeds
                    from borrowings on notes payable - related parties
                
                
                —
                
                
                8,013Principal
                    payments on notes payable
                
                
                (9,972
                )
                
                (30,642
                )Principal
                    payments on notes payable related parties
                
                
                (44,475
                )
                
                (25,602
                )Principal
                    payments on secured convertible debentures
                
                
                (210,500
                )
                
                —Proceeds
                    from borrowing on loan payable
                
                
                266,000
                
                
                —Net
                    cash (used) provided by financing activities
                
                
                1,053
                
                
                (48,231
                )Net
                    change in cash
                
                
                177,842
                
                
                28,017Cash,
                    beginning of period
                
                
                30,345
                
                
                2,328Cash,
                    end of period
                
                $
                208,187
                
                $
                30,345Supplemental
                    disclosure of cash flow information:Cash
                    paid for interest
                
                $
                100,400
                
                $
                63,337Cash
                    paid for taxes
                
                $
                —
                
                $
                —Supplemental
                    disclosure of non-cash financing activitiesConversion
                    of Secured Convertible Debenture into Stock aspursuant
                    to the Securities Purchase Agreement dated April 4, 2004
                
                $
                89,110
                
                $
                75,390Amortization
                    of commitment fees related to Standby EquityDistribution
                    Agreement
                
                $
                86,205
                
                $
                145,000Common
                    stock redeemed issued for other receivable
                
                $
                —
                
                $
                (207,143
                )
 See
          Accompanying Notes to Consolidated Financial Statements
  F-5
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 1.  DESCRIPTION
          OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Description
          of business - United
          Companies Corporation (hereinafter referred to as the “Company”) designs, tests,
          manufactures and distributes recreational hookah diving, yacht based scuba
          air
          compressor and Nitrox Generation Systems, and scuba and water safety products
          through its wholly owned subsidiary Trebor Industries, Inc. The Company
          sells
          its products both on a wholesale and retail basis, and does so from its
          headquarters and manufacturing facility in Fort Lauderdale, Florida. The
          Company
          does business as (dba) Brownie’s Third Lung, the dba name of Trebor Industries,
          Inc.
 
 The
          results of operations for the interim periods shown in this report re not
          necessarily indicative of the results to be expected for the full year.
          In the
          opinion of management, the information contained herein reflects all adjustments
          necessary to make the results of operations for the interim periods a fair
          statement of such operations. All such adjustments are of a normal recurring
          nature.
 
 History - United
          Companies Corporation (UCC) was incorporated under the laws of Nevada on
          November 26, 2001, with authorized common stock of 250,000,000 shares with
          a par
          value of $0.001.
 
 On
          March
          23, 2004, UCC consummated an agreement to acquire all of the outstanding
          capital
          stock of Trebor Industries, Inc., dba Brownies Third Lung, in exchange
          for
          95,000,000 shares of the Company’s common stock (“the UCC Transaction”). Prior
          to the UCC Transaction, UCC was a non-operating public shell company with
          no
          operations, nominal assets, accrued liabilities totaling $224,323 and 14,483,718
          shares of common stock issued and outstanding; and Trebor Industries, Inc.,
          dba
          Brownies Third Lung, was a manufacturer and distributor of hookah diving,
          and
          yacht based scuba air compressor and Nitrox Generation Systems from its
          factory
          in Ft. Lauderdale, Florida. The UCC Transaction is considered to be a capital
          transaction in substance, rather than a business combination. Inasmuch,
          the UCC
          Transaction is equivalent to the issuance of stock by Trebor Industries,
          Inc.,
          dba Brownies Third Lung, for the net monetary assets of a non-operational
          public
          shell company (UCC), accompanied by a recapitalization. UCC issued 95,000,000
          shares of its common stock for all of the issued and outstanding common
          stock of
          Trebor Industries, Inc., dba Brownies Third Lung. The accounting for the
          UCC
          Transaction is identical to that resulting from a reverse acquisition,
          except
          goodwill or other intangible assets will not be recorded. Accordingly,
          these
          financial statements are the historical financial statements of Trebor
          Industries, Inc., dba Brownies Third Lung. Trebor Industries, Inc., dba
          Brownies
          Third Lung, was incorporated in September 17, 1981. Therefore, these financial
          statements reflect activities from September 17, 1981 (Date of Inception
          for
          Trebor Industries, Inc., dba Brownies Third Lung) and
          forward.
  Definition
          of fiscal year - The
          Company’s fiscal year end is December 31.
 
 Use
          of
          estimates - The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenue and expenses
          during
          the reporting period. Actual results could differ from those
          estimates.
 
 Reclassifications -
          Certain reclassifications have been made to the 2005 financial statement
          amounts
          to conform to the 2006 financial statement presentation.
 
 Inventory -
          Inventory is stated at the lower of cost or market. Cost is principally
          determined by using the average cost method that approximates the First-In,
          First-Out (FIFO) method of accounting for inventory. Inventory consists
          of raw
          materials as well as finished goods held for sale. The Company’s management
          monitors the inventory for excess and obsolete items and makes necessary
          valuation adjustments when required.
  F-6
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
  1. DESCRIPTION
          OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
 
 Fixed
          assets - Fixed
          assets are stated at cost less accumulated depreciation. Depreciation is
          provided principally on the straight-line method over the estimated useful
          lives
          of the assets, which is primarily 3 to 5 years. The cost of repairs and
          maintenance is charged to expense as incurred. Expenditures for property
          betterments and renewals are capitalized. Upon sale or other disposition
          of a
          depreciable asset, cost and accumulated depreciation are removed from the
          accounts and any gain or loss is reflected in other income
          (expense).
 
 The
          Company periodically evaluates whether events and circumstances have occurred
          that may warrant revision of the estimated useful lives of fixed assets
          or
          whether the remaining balance of fixed assets should be evaluated for possible
          impairment. The Company uses an estimate of the related undiscounted cash
          flows
          over the remaining life of the fixed assets in measuring their
          recoverability.
 
 Revenue
          recognition -
          Revenues from product sales are recognized when the Company’s products are
          shipped or when service is rendered. Revenues from fixed-price contracts
          are
          recognized on the percentage-of-completion method, measured by the percentage
          of
          cost incurred to date to estimated total cost of each contract. This method
          is
          used because management considers the percentage of cost incurred to date
          to
          estimated total cost to be the best available measure of progress on the
          contracts.
 
 Contract
          costs include all direct material and labor costs and those indirect costs
          related to contract performance, such as indirect labor, supplies, tools,
          repairs, and depreciation costs. General and administrative costs are charged
          to
          expense as incurred. Provisions for estimated losses on uncompleted contracts
          are made in the period in which such losses are determined. Change in job
          performance, job conditions, and estimated profitability may result in
          revisions
          to costs and income and are recognized in the period in which the revisions
          are
          determined.
 
 Revenue
          and costs incurred for time and material projects are recognized currently
          as
          the work is performed.
 
 Product
          development costs -
          Product development expenditures are charged to expenses as
          incurred.
 
 Advertising
          and marketing costs - The
          Company recognizes advertising expenses in accordance with Statement of
          Position
          93-7 “Reporting on Advertising Costs.” Accordingly, the Company expenses the
          costs of producing advertisements at the time production occurs, and expenses
          the costs of communicating advertisements in the period in which the advertising
          space or airtime is used. Advertising and trade show expense incurred for
          the
          years ended December 31, 2006 and 2005 was $47,402 and $49,974, respectively.
 
 Customer
          deposits and return policy -
          The
          Company takes a minimum 50% deposit against custom and large tankfill systems
          prior to ordering and/or building the systems. The remaining balance due
          is
          payable upon delivery, shipment, or installation of the system. There is
          no
          provision for cancellation of custom orders once the deposit has been accepted,
          nor return of the custom ordered product. Additionally, returns of all
          other
          merchandise are subject to a 20% restocking fee as stated on each sales
          invoice.
  F-7
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 1.  DESCRIPTION
          OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
 
 Income
          taxes - The
          Company accounts for its income taxes in accordance with Statement of Financial
          Accounting Standards No. 109, which requires recognition of deferred tax
          assets
          and liabilities for future tax consequences attributable to differences
          between
          the financial statement carrying amounts of existing assets and liabilities
          and
          their respective tax bases and tax credit carryforwards. Deferred tax assets
          and
          liabilities are measured using enacted tax rates expected to apply to taxable
          income in the years in which those temporary differences are expected to
          be
          recovered or settled. The effect on deferred tax assets and liabilities
          of a
          change in tax rates is recognized in income in the period that includes
          the
          enactment date.
 
 Comprehensive
          income (loss) - The
          Company has no components of other comprehensive income. Accordingly, net
          income
          (loss) equals comprehensive income (loss) for all periods.
 
 Stock-based
          compensation - The
          Company accounts for stock based compensation in accordance with Statement
          of
          Financial Accounting Standards No. 123 revised that requires that the Company
          measures the cost of employee services received in exchange for an award
          of
          equity instruments based on the grant-date fair value of the award. That
          cost is
          recognized over the period the employee is required to provide service
          in
          exchange for the award.
 
 The
          Company did not issue any stock, warrants or options to employees for
          compensation for year ended December 31, 2006.
 
 Fair
          value of financial instruments - The
          carrying amounts and estimated fair values of the Company’s financial
          instruments approximate their fair value due to the short-term
          nature.
 
 Earnings
          (loss) per common share - Basic
          earnings per share excludes any dilutive effects of options, warrants and
          convertible securities. Basic earnings per share is computed using the
          weighted-average number of outstanding common shares during the applicable
          period. Diluted earnings per share is computed using the weighted average
          number
          of common and common stock equivalent shares outstanding during the period.
          Common stock equivalent shares are excluded from the computation if their
          effect
          is antidilutive. All common stock equivalent shares were included in the
          computation at December 31, 2006 since their effect was dilutive.
  New
          accounting pronouncements - In
          September 2006, FASB issued Financial Accounting Statement (FAS) 157, Fair
          Value
          Measurements. The Statement defines fair value, establishes a framework
          for
          measuring fair value in generally accepted accounting principles (GAAP),
          and
          expands disclosures about fair value measurements. The provisions of FAS
          157 are
          effective for the Company on or before January 1, 2008. The provisions
          of this
          Statement shall be applied prospectively as of the date of adoption with
          a
          limited form of retrospective application to certain financial instruments
          that
          will result in cumulative effect of the change in accounting principle
          recorded
          as an adjustment to opening retained earnings. The Company is currently
          evaluating the impact of FAS 157 on its financial statements.
 
 In
          July
          2006, the Financial Accounting Standards Board (“FASB”) issued FASB
          Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an
          interpretation of FASB Statement No. 109, (“FIN 48”) which clarifies the
          accounting for uncertainty in tax positions. This interpretation requires
          the
          recognition of a tax position when it is more likely than not that the
          tax
          position will be sustained upon examination by relevant taxing authorities,
          based on the technical merits of the position. The provisions of FIN 48
          are
          effective for the Company on January 1, 2007, with the cumulative effect
          of the
          change in accounting principle recorded as an adjustment to opening retained
          earnings. The Company is currently evaluating the impact of adopting FIN
          48 on
          its financial statements.
  F-8
 UNITED
              COMPANIES CORPORATION
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 1.  DESCRIPTION
          OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
 
 In
          May
          2005, the Financial Accounting Standards Board (“FASB”) issued Statement of
          Financial Accounting Standards (“SFAS”) No. 154, Accounting Changes and Error
          Corrections - a replacement of APB Opinion No. 20 and FASB Statement No.
          3. The
          statement changes the requirements for the accounting for and reporting
          of a
          voluntary change in accounting principle. The Statement requires retrospective
          application of prior periods’ financial statement of changes in accounting
          principle, unless it is impracticable to determine either the period-specific
          effects or the cumulative effect of the change. When it is impracticable
          to
          determine the period-specific effects of an accounting change on one of
          more
          individual periods presented, this Statement requires that the new accounting
          principle be applied to the balances of assets and liabilities as of the
          beginning of the earliest period for which retrospective application is
          practicable and that a corresponding adjustment be made to the opening
          balance
          of retained earnings (or other appropriate components of equity or net
          assets in
          the statement of financial position) for that period rather than being
          reported
          in an income statement. When it is impracticable to determine the cumulative
          effect of applying a change in accounting principle to all prior periods,
          this
          Statement requires that the new accounting principle be applied as if it
          were
          adopted prospectively from the earliest date practicable. The Statement
          carries
          forward the without change the guidance contained in APB opinion No. 20
          for
          reporting the correction of an error in previously issued financial statements,
          a change in accounting estimate, and guidance regarding justification of
          a
          change in accounting principle on the basis of preferability. The Statement
          is
          effective for all fiscal years beginning after December 31, 2005. As allowed
          by
          the Statement, the Company adopted early application in June 2005 with
          no
          significant financial impact.
 
 In
          March,
          2005, the FASB issued Summary of Interpretation No. 47, Accounting for
          Conditional Asset Retirement Obligations - an interpretation of FASB Statement
          No. 143. The Interpretation clarifies that the term “conditional asset
          retirement obligation” as used in FASB Statement No. 143, Accounting for Asset
          Retirement Obligations, refers to legal obligation to perform an asset
          retirement activity in which the timing and (or) method of settlement are
          conditional on a future event that may or may not be within control of
          the
          entity. The Interpretation directs that the entity is required to recognize
          a
          liability for the fair value of the conditional asset retirement obligation
          if
          the fair value of the liability can be reasonably estimated. The fair value
          of a
          liability for the conditional asset retirement obligation should be recognized
          when incurred - generally upon acquisition, construction, or development
          and
          (or) through the normal operation of the asset. The Interpretation further
          clarifies when an entity would have sufficient information to reasonably
          estimate the fair value of an asset retirement obligation acknowledging
          that in
          some cases this information may not be available. The Interpretation is
          effective no later than the end of the fiscal years ending after December
          15,
          2005 (December 31, 2005 for calendar year enterprises). As encouraged by
          the
          FASB, the Company elected early application of this Interpretation in the
          year
          ended December 31, 2005 without significant financial impact.
  F-9
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 2.  INVENTORY
 
 Inventory
          consists of the following as of December 31, 2006:
 
 Raw
                    materials
                
                $
                247,589Work
                    in process
                
                
                —Finished
                    goods
                
                
                333,840$
                581,429
  3.  PREPAID
          EXPENSE AND OTHER CURRENT ASSETS
 
 Prepaid
          expense and other current assets totaling $61,440 at December 31, 2006,
          consists
          of $37,828 of prepaid insurance, tradeshow, advertising and software maintenance
          expenses, $13,612 of prepaid deposits on inventory, and a $10,000 escrow
          deposit
          made with a purchase offer for the current real estate that is the Company’s
          headquarter, and manufacturing and distributing facility.
  4.  FIXED
          ASSETS
 
 Fixed
          assets consists of the following as of December 31, 2006:
 
 Furniture,
                    vehicles, and equipment
                
                $
                221,534Leasehold
                    improvements
                
                
                7,000228,534Less:
                    accumulated depreciation and amortization
                
                
                (198,148
                )$
                30,386
  Depreciation
          expense was $16,664 and $18,908 for the years ended December 31, 2006 and
          2005,
          respectively.
  5. CUSTOMER
              CREDIT CONCENTRATIONS
 
 Sales
          to
          Brownie’s Southport Diver’s, Inc. for the year ended December 31, 2006 and 2005
          represented 16.4% and 18.33%, respectively, of total Company net revenues.
          Sales
          to Enpro International, Inc. for the year ended December 31, 2006 represented
          17.87% of total Company net revenues. Sales to no other customer represented
          greater than 10% of net revenues for the years ended December 31, 2006
          and 2005.
          The brother of Robert Carmichael, the Company’s Chief Executive Officer, as
          further discussed in Note 6 - RELATED PARTY TRANSACTIONS, owns Brownie’s
          Southport Diver’s Inc.
  F-10
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  6.  RELATED
          PARTY TRANSACTIONS
 
 Notes
          payable - related parties - Notes
          payable - related parties consist of the following as of December 31,
          2006:
 
 Promissory
                    note payable to the Chief Executive Officer of the Company, unsecured,
                    bearing interest at 10% per annum, due in monthly principal and
                    interest
                    payments of $3,924, maturing on March 1, 2010, with a balloon
                    payment of
                    $431,795 due. The note will be discounted 15% of the outstanding
                    principal
                    balance if it is paid in full by April, 1 2007.
                
                $
                429,524Promissory
                    note payable to an entity owned by the Company’s ChiefExecutive
                    Officer, unsecured, bearing interest at 10% per annum, duein
                    monthly principal and interest payments of $1,802, maturing onMarch
                    1, 2010, with a balloon payment of $198,264 due. The note will
                    be
                    discounted 15% of the outstanding principal balance if it is
                    paid in full
                    by April 1, 2007.
                
                
                203,222Promissory
                    note payable due an entity owned by the Company’s Chief Executive Officer,
                    unsecured, bearing 0% interest per annum, due in monthly principal
                    only
                    payments of $2,292, maturing on February 15, 2007.
                
                
                4,583637,329Less
                    amounts due within one year
                
                
                10,268Long-term
                    portion of notes payable - related parties
                
                $
                627,061
  As
          of
          December 31, 2006, principal payments on the notes payable - related parties
          are
          as follows:
 
 2007
                
                $
                10,2682008
                
                
                6,2812009
                
                
                6,9392010
                
                
                613,841$
                637,329
  See
          Note
          16. SUBSEQUENT
          EVENTS for
          information regarding the Company’s renegotiation of the existing promissory
          notes in the first quarter of 2007.
 
 F-11
 UNITED
                  COMPANIES CORPORATION
 NOTES
                  TO
                  CONSOLIDATED FINANCIAL STATEMENTS
 6. RELATED
              PARTY TRANSACTIONS (continued)
 
 Revenues - The
          Company sells products to two entities owned by the brother of the Company’s
          Chief Executive Officer, Brownie’s Southport Divers, Inc. and Brownie’s Palm
          Beach Divers. Terms of sale are no more favorable than those extended to
          any of
          the Company’s other customers. Combined revenue from these entities for the
          years ended December 31, 2006 and 2005, was $795,320 and $650,925, respectively.
          Accounts receivable from Brownie’s SouthPort Diver’s, Inc. and Brownie’s Palm
          Beach Divers at December 31, 2006 was $6,062 and $2,111, respectively.
 
 Royalties - The
          Company has Non-Exclusive License Agreements with the Carleigh Rae Corporation
          (herein referred to as “CRC”), an entity that the Company’s Chief Executive
          Officer has an ownership interest, to license product patents it owns.
          Based on
          the license agreements with CRC, the Company pays royalties ranging from
          $1.00
          to $50.00 per licensed products sold, with rates increasing 5% annually.
          Also
          with CRC, the Company has a Non-Exclusive License Agreement to license
          a
          trademark of products owned by CRC. Based on the agreement, the Company
          will pay
          the entity $0.25 per licensed product sold, with rates increasing $0.05
          annually.
 
 The
          Company has Non-Exclusive License Agreements with 940 Associates, Inc.
          (herein
          referred to as “940A”), an entity owned by the Company’s Chief Executive
          Officer, to license product patents it owns. Previous license agreements
          in
          effect with 940A prior to 2005 were renegotiated and new agreements were
          entered
          into effective January 1, 2005. Under the terms of the license agreements,
          the
          Company pays 940A $2.00 per licensed product sold, rates increasing 5%
          annually.
          Also with 940A, the Company has an Exclusive License Agreement to license
          the
          trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and
          various other related trademarks as listed in the agreement. Based on this
          license agreement, the Company pays 940A 2.5% of gross revenues per quarter,
          with a 66% royalty fee discount period through December 31, 2006, after
          which
          time the royalty rate returns to 100%. In addition, the agreement provides
          for a
          $600 advertising credit per month in 2006 against the royalties due quarterly.
          At December 31, 2006, whatever cumulative portion of the advertising credit
          the
          Company did not use for advertising, if any, would become due and payable
          to
          940A as royalty. As of December 31, 2006, the Company had used all of the
          advertising credit.
 
 Total
          royalty expense for the above agreements for years ended December 31, 2006
          and
          2005, was $45,770 and $20,415, respectively.
 
 Lease
          Expense - The Company leases its facility from GKR Assoicates, LLC., an
          entity
          in which the Chief Executive Officer has an ownership interest. For the
          years
          ended December 31, 2006 and 2005, lease expense was $121,900 and $130,602,
          respectively. See Note 16. SUBSEQUENT
          EVENTS for
          information regarding the Company’s purchase of the leased facility in the first
          quarter of 2007.
 
 7. ACCOUNTS
              PAYABLE AND ACCRUED LIABILITIES
 
 Accounts
          payable and accrued liabilities of $333,099 at December 31, 2006 consists
          of
          $192,523 accounts payable trade, $60,574 balance of legal expenses that
          were a
          UCC expense prior to the reverse merger with Trebor Industries, Inc., $70,031
          accrued payroll and related fringe benefits, and $9,971 of other payables
          and
          other liabilities.
  8.  LOAN
          PAYABLE
 
 On
          June
          2, 2006 the Company borrowed $266,000 from a customer. The proceeds of
          the loan
          were used to satisfy the outstanding balance due under the secured convertible
          debentures. The terms of the loan are pending negotiation and formalization.
          No
          payments have been made toward the outstanding balance on the loan.
  F-12
 UNITED
              COMPANIES CORPORATION
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 9.  ON-LINE
          TRAINING LIABILITY
 
 Effective
          July 1, 2005, the Company began including on-line training certificates
          with all
          hookah units sold. The training certificates entitle the holder to an on-line
          interactive course at no additional charge to the holder. The number of
          on-line
          training certificates issued per unit is the same as the number of divers
          the
          unit as sold is designed to accommodate (i.e., a three diver unit configuration
          comes with three on-line training certificates). The certificates have
          an
          eighteen-month redemption life after which time they expire. The eighteen-month
          life of the certificates begins at the time the customer purchases the
          unit. The
          Company owes the on-line training vendor the agreed upon negotiated rate
          for all
          on-line certificates redeemed payable at the time of redemption. For
          certificates that expire without redemption, no amount is due the on-line
          training vendor. The Company has no historical data with regard to the
          percentage of certificates that will be redeemed versus those that will
          expire.
          Therefore, until the Company accumulates historical data related to the
          certificate redemption ratio, it will assume that 100% of certificates
          issued
          with unit sales will be redeemed. Accordingly, at the time a unit is sold,
          the
          related on-line training liability is recorded. The same liability is reduced
          as
          certificates are redeemed and the related payments are made to the on-line
          training vendor. In December 2006, certificates totaling $4,480 expired
          unused.
          Accordingly, the related liability was reversed and the amount recognized
          as
          other income for the year ended December 31, 2006.
  10.  NOTES
            PAYABLE
 
 Notes
            payable consist of the following as of December 31, 2006:
 
 Promissory
                      note payable secured by a vehicle of the Company having a carrying
                      value
                      of $3,892 at December, 31, 2006, bearing interest at 10.16%
                      per annum, due
                      in monthly principal and interest payments of $553, maturing
                      on October
                      28, 2007.
                  
                  $
                  5,278Promissory
                      note payable secured by a vehicle of the Company having a Carrying
                      value
                      of $7,852 at December 31, 2006, bearing no interest, due in
                      monthly
                      principal and interest payments of $349, maturing on November
                      14,
                      2008.
                  
                  
                  8,02713,305Less
                      amounts due within one year:
                  
                  
                  9,466Long-term
                      portion of Notes payable
                  
                  $
                  3,389As
                      of December 31, 2006, principal payments on the notes payable
                      are as
                      follows:2007
                  
                  $
                  9,4662008
                  
                  
                  3,839$
                  13,305
  F-13
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
  11.  SECURED
          CONVERTIBLE DEBENTURES
 
 On
          April
          2, 2004, the Company issued a Secured Convertible Debenture to Cornell
          Capital
          Partners, LP in the principal amount of $250,000. The Secured Convertible
          Debenture was convertible into shares of the Company’s common stock at a price
          per share that was equal to the lesser of: (i) an amount equal to 120%
          of the
          closing bid price of our common stock as of the date of the convertible
          debenture or (ii) an amount equal to 80% of the average of the lowest daily
          volume weighted average price of our common stock for the five trading
          days
          immediately preceding the conversion date. The Secured Convertible Debenture
          accrued interest at a rate of 5% per year and was convertible at the holder’s
          option. The Secured Convertible Debenture had a term of two (2) years.
          At the
          Company’s option, the Secured Convertible Debenture was payable in cash or
          convertible into shares of common stock unless converted earlier by the
          holder.
          Except after an event of default, as set forth in the Secured Convertible
          Debenture, Cornell Capital Partners, LP was not entitled to convert such
          debenture for a number of shares of common stock of the Company in excess
          of
          that number of shares which, upon giving effect to the debenture if such
          conversion would cause the aggregate number of shares of common stock
          beneficially held by such holder and its affiliated to exceed 4.99% of
          the
          outstanding shares of common stock of the Company. The Company had the
          right to
          redeem with fifteen (15) business days advance notice, a portion or all
          of the
          outstanding Secured Convertible Debenture. The redemption price would have
          been
          one hundred twenty (120%) of the redeemed amount plus accrued interest.
          In
          addition, if the Company availed itself of the redemption right, the Company
          would have, concurrent with the redemption, issued warrants to the holder
          at a
          rate of 50,000 per $100,000 redeemed on a pro-rata basis. The exercise
          price of
          the warrants would have been 120% of the closing bid price of common stock
          on
          the closing date. The warrants would have had “piggy-back” and demand
          registration rights and would have had a term of two (2) years from the
          closing
          date.
 
 On
          July
          23, 2004, the Company issued a second Secured Convertible Debenture to
          Cornell
          Capital Partners, L.P. in the principal amount of $125,000. The Secured
          Convertible Debenture had a term of 2 years with all the same terms and
          conditions of the first secured convertible debenture issued on April 2,
          2004.
 
 On
          June
          2, 2006, the Company fully satisfied the outstanding balance of the Secured
          Convertible Debentures. As part of the redemption, Cornell Capital Partners,
          L.P. waived its right to issuance of warrants and reduced the redemption
          fee
          from 20% to 10.21%. In addition, the Redemption Agreement retired the Standby
          Equity Distribution Agreement. The total amount paid Cornell Capital Partners,
          L.P. under the Redemption Agreement was $266,777 that included $210,500
          redemption amount (principal amount), $34,777 accrued interest, and $21,500
          redemption fee (10.21%) of principal amount. The Company recorded a $109,517
          gain on extinguishment of the Secured Convertible Debentures attributable
          to the
          intrinsic value of the embedded conversion feature.
  F-14
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 
 11.
                SECURED
                    CONVERTIBLE DEBENTURES(continued)
 
 The
          following table represents conversions by Cornell Capital Partners, L.P.
          under
          the terms of the Secured Convertible Debentures from inception through
          December
          31, 2006 for free-trading common stock, which shares were registered with
          the
          Securities and Exchange Commission in a registration statement on Form
          SB-2:
  Conversion
                      Notice Date
                  
                  Date
                      of Conversion
                  
                  Conversion
                      $ Amount
                  
                  Conversion
                      $ Per Share Price
                  
                  Number
                      of SharesFebruary
                      15, 2005
                  
                  
                  March
                      3, 2005
                  
                  $
                  10,000
                  
                  
                  0.0128
                  
                  
                  781,250March
                      8, 2005
                  
                  
                  March
                      24, 2005
                  
                  
                  10,000
                  
                  
                  0.0082
                  
                  
                  1,219,512June
                      21, 2005
                  
                  
                  July
                      15, 2005
                  
                  
                  10,000
                  
                  
                  0.0028
                  
                  
                  3,571,429August
                      3, 2005
                  
                  
                  September
                      13, 2005
                  
                  
                  10,000
                  
                  
                  0.0025
                  
                  
                  4,000,000September
                      19, 2005
                  
                  
                  September
                      19, 2005
                  
                  
                  10,000
                  
                  
                  0.0046
                  
                  
                  2,173,913October
                      19,2005
                  
                  
                  October
                      19, 2005
                  
                  
                  10,000
                  
                  
                  0.0026
                  
                  
                  3,773,585November
                      14, 2005
                  
                  
                  November
                      14, 2005
                  
                  
                  10,000
                  
                  
                  0.0023
                  
                  
                  4,347,826December
                      7, 2005
                  
                  
                  December
                      7, 2005
                  
                  
                  5,390
                  
                  
                  0.0018
                  
                  
                  2,994,444$
                  75,390
                  
                  
                  
                  
                  
                  22,861,959
 The
          following table represents conversions by Cornell Capital Partners, L.P.
          under
          the terms of the Secured Convertible Debentures from inception through
          September
          30, 2006 for restricted common stock:
 Conversion
                    Notice Date
                
                Date
                    of Conversion
                
                Conversion
                    $ Amount
                
                Conversion
                    $ Per Share Price
                
                Number
                    of SharesJanuary
                    6, 2006
                
                
                February
                    2, 2006
                
                $
                10,000
                
                
                0.0016
                
                
                6,250,000February
                    10, 2006
                
                
                March
                    7, 2006
                
                
                10,000
                
                
                0.0032
                
                
                3,125,000March
                    1, 2006
                
                
                March
                    7,2006
                
                
                10,000
                
                
                0.0032
                
                
                3,125,000May
                    3, 2006
                
                
                May
                    24,2006
                
                
                59,110
                
                
                0.0088
                
                
                6,717,045$
                89,110
                
                
                
                
                
                19,217,045
  F-15
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
  13.  STANDBY
          EQUITY DISTRIBUTION AGREEMENT
  On
          April
          2, 2004, the Company entered into a Standby Equity Distribution Agreement
          with
          Cornell Capital Partners, L.P. In addition, the Company issued 3,625,000
          shares
          of the Company’s common stock in April 2004 for commitment fees totaling
          $290,000 related to the Standby Equity Distribution Agreement. The commitment
          fees were amortized to additional paid in-capital over the term of the
          Standby
          Equity Distribution Agreement. As part of the redemption of the Secured
          Convertible Debentures, the Company terminated on June 2, 2006 the Standby
          Equity Distribution Agreement that was not due to retire until August 6,
          2005.
 
 14.  COMMITMENTS
          AND CONTINGENCIES
 
 Consulting
          Agreement -
          The
          Company entered into a two-year consulting agreement effective January
          1, 2005,
          for management and strategic services. The consulting agreement calls for
          payments of $6,000 per month and provides for warrants to purchase 28,571,428
          shares of the Company’s common stock. The exercise price of the warrants is
          $.007 per share, which equaled the bid/ask price of the Company’s common stock
          on January 1, 2005, the effective date of the agreement. The right to exercise
          the warrants shall vest in four equal tranches of 7,142,857 common shares
          at six
          months, twelve months, eighteen months, and twenty-four months. The warrants
          expiration date is twenty-four months after the vest date. Further, the
          warrants
          have “piggy-back” registration rights and provide for either a cash or cashless
          exercise. The cashless exercise provision provides for a discount in the
          amount
          of shares provided at exercise based on a formula that takes into account
          as one
          of its factors the average of the closing sale price on the common stock
          for
          five trading days immediately prior to but not including the date of exercise.
          The Company can terminate the consulting agreement at any time for “Cause” as
          defined in the consulting agreement. The consultant may terminate the consulting
          agreement at any time for non-payment of monies due, and such condition
          remains
          uncured for a period of sixty days. If the Company terminates the consultant
          during the term of the agreement without “Cause”, the right to exercise all
          warrants will vest immediately. The Company calculated the total fair value
          of
          the stock options as $198,643 using the Black-Scholes model. For the three
          and
          nine months ended September 30, 2006, the Company recognized $25,910 and
          $77,730, respectively, as compensation expense related to the stock options.
          As
          of December 31, 2006, the rights to exercise 28,571,428 warrants had vested
          under the consulting agreement and none of the warrants had been exercised.
 
 Property
          Lease Agreement - The
          Company operates from a leased facility in which the Company’s Chief Executive
          Officer has an ownership interest. The lease is non-cancelable and calls
          for an
          annual base rent of approximately $115,000 plus sales tax with a 10% base
          rent
          increase every 5 years. The lease expires in April 2013, and has three
          5- year
          renewal options. In addition, up to $15,000 in real estate taxes is provided
          for
          in the base rental payment. Any real estate taxes over and above $15,000
          are
          billed as additional rent to the Company and included in rent expense.
          For the
          years ended December 31, 2006, and 2005, total rent expense for the leased
          facility was $121,900 and $130,602, respectively. Additionally, the Company
          is
          responsible for all other operating expenses on the property such as insurance,
          repairs and maintenance, etc. as the lease is termed a triple net lease.
          The
          triple net expenses are recorded to the applicable expense accounts on
          the
          Company’s statement of operations.
 
 Equipment
          Lease Agreement - The
          Company leases various office equipment under either a month-to-month basis
          or
          under an operating lease. Currently there is one non-cancelable operating
          lease
          for an office copier at a rate of $313 per month plus sales tax. The lease
          expires in August 2009.
  F-16
 UNITED
              COMPANIES CORPORATION
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 14. COMMITMENTS
              AND CONTINGENCIES (continued)
 
 Future
          minimum lease payments required under the property lease and the equipment
          lease
          as of December 31, 2006, are as follows:
  2007
                
                $
                125,6902008
                
                
                125,6902009
                
                
                124,4272010
                
                
                121,9002011
                
                
                121,900Thereafter
                
                
                284,433$
                904,040
  15.  INCOME
          TAXES
 
 The
          following is a summary of the components of the provision for income tax
          benefit
          at December 31,
 
 2006
                
                2005Current:Federal
                
                $
                (7,987
                )
                
                —State
                
                
                (3,042
                )
                
                —Deferred:Federal
                
                
                20,684
                
                
                24,206State
                
                
                —
                
                
                —Provision
                    for income tax benefit
                
                $
                9,655
                
                
                24,206
  The
          Company had a net operating loss carryforward of $272,689 that it fully
          utilized
          in 2006 resulting in an effective federal tax rate on net income of 1.44%.
          Had
          the net operating loss carryforward not been available to reduce taxable
          income
          in 2006, the federal statutory tax rate would have been 34%. The state
          taxable
          rate for 2006 is 5.5%.
  F-17
 UNITED
          COMPANIES CORPORATION
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  15.  INCOME
        TAXES  ( continued)
 
 The
        following is a summary of the significant components of the Company’s deferred
        tax assets and liabilities at December 31, 2006:
 
 Deferred
                  tax assets:Stock
                  warrants
              
              $
              67,539Allowance
                  for doubtful accounts
              
              
              7,140Other
              
              
              7,956Total
                  deferred tax assets
              
              
              82,635Valuation
                  allowance
              
              
              (28,940
              )Deferred
                  tax assets net of valuation allowance
              
              
              53,695Less:
                  deferred tax asset - non-current
              
              
              (21,319
              )Deferred
                  tax asset - current
              
              
              32,376Deferred
                  tax liability:On-line
                  training reserve
              
              
              (8,805
              )Net
                  deferred tax assets - current
              
              $
              23,571
  The
        change in the valuation allowance on net deferred tax assets from December
        31,
        2005 to December 31, 2006 was $4,734.
 
 16.  SUBSEQUENT
        EVENTS
 
 On
        February 21, 2007 the Company purchased the corporate headquarters, factory
        and
        distribution center of the Company located at 936/940 NW 1st Street, Ft.
        Lauderdale, FL 33311 from GKR Associates, Inc, an entity in which the Chief
        Executive Officer has an ownership interest. The purchase price was $1,100,000
        plus 4,440,000 shares of the Company’s common stock. Of the $1,100,000,
        $1,000,000 is secured by a first mortgage payable to Colonial Bank and $100,000
        is secured by a second mortgage payable to the seller, GKR Associates, Inc.
        Terms of the $1,000,000 first mortgage call for monthly interest and principal
        payments of $9,038 at an annul interest rate of 6.99%, payable over a 15
        year
        term. Terms of the $100,000 second mortgage call for monthly principal and
        simple interest payments of $1,979.65 at an annual interest rate of 6.99%,
        payable over a 5 year term.
 
 Effective
        January 1, 2007 the note payable to the Chief Executive Officer of Company,
        Robert Carmichael, in the amount of $429,524 as at December 31, 2006 was
        restructured. Terms of the new note call for monthly principal and interest
        payments of $6,047 beginning on February 1, 2007 at an annual interest rate
        of
        10%, payable over a term of nine years. The new note was entered into for
        the
        purpose of extending the original term of the note that was due to expire
        in
        2010 with a balloon payment as well as reduce the monthly payment amounts.
 
 Effective
        January 1, 2007 the note payable to 940 Associates, Inc, an entity owned
        by the
        Chief Executive Officer of the Company, in the amount of $203,222 as at December
        31, 2006 was restructured. Terms of the new note call for monthly principal
        and
        interest payments of $2,861 at an annual interest rate of 10%, payable over
        a
        term of nine years. The new note was entered into for the purpose of extending
        the original term of the note that was due to expire in 2010 with a balloon
        payment as well as reduce the monthly payment amounts.
 
 F-18
 UNITED
            COMPANIES CORPORATION
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 The
        consulting agreement for management and strategic services as discussed in
        Note
        14. COMMITMENTS
        AND CONTINGENCIES expired
        on December 31, 2006. While a new agreement has not been formalized, Mr.
        Morris,
        continues to be engaged in the same capacity on a month-to-month basis.
  F-19




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




None.




**ITEM
      8A.**  **CONTROLS
      AND PROCEDURES**




***Evaluation
      of disclosure controls and procedures***




As
      of the
      end of the period covered by this report, we carried out an evaluation of the
      effectiveness of the design and operation of our disclosure controls and
      procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under
      the supervision and with the participation of our Principal Executive Officer
      and Principal Financial Officer. Based upon that evaluation, our Principal
      Executive Officer and Principal Financial Officer concluded that our disclosure
      controls and procedures are effective in gathering, analyzing and disclosing
      information needed to satisfy our disclosure obligations under the Exchange
      Act.




***Changes
      in internal controls***




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




19




**ITEM
      8B.** **OTHER
      INFORMATION**




**ITEM
              9.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS,CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                ACT**




**Directors
      And Executive Officers**




Our
      directors, executive officers and key employees as of March 9, 2007 are as
      follows:




**Name:**
            
            **Age:**
            
            **Position:**Robert
                M. Carmichael
            
            44
            
            President,
                Chief Executive Officer and
                Director





***Robert
      M. Carmichael.*** Since
      April 16, 2004, Mr. Carmichael has served as United’s President, Chief Executive
      Officer and Director. From March 23, 2004 through April 16, 2004, Mr. Carmichael
      served as United’s Executive Vice-President and Chief Operating Officer. Mr.
      Carmichael has served as president of Trebor Industries since 1986. Mr.
      Carmichael is the holder or co-holder of numerous patents that are used by
      Trebor Industries and several other major companies in the diving
      industry.




**Directors**




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




**Committees**




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




**Compensation
      Of Directors**




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




**Compliance
      With Section 16(a) Of The Securities Act Of 1934**




Section
      16(a) of the Securities Exchange Act of 1934 requires our directors and
      executive officers, and persons who own more than 10% of a registered class
      of
      our equity securities to file with the Securities and Exchange commission
      initial reports of ownership and reports of changes in ownership of Common
      Stock
      and other of our equity securities. Officers, directors and greater than 10%
      shareholders are required by SEC regulations to furnish us copies of all
      Section 16(a) forms they file. Based on available information, we believe
      that all filings with respect to Section 16(a) are current for the period
      covered by this report.




**Code
      Of Ethics**




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




20




**ITEM
      10.** **EXECUTIVE
      COMPENSATION**




The
      following table shows all the cash compensation paid by United, as well as
      certain other compensation paid or accrued, during the fiscal years ended
      December 31, 2006 and 2005 to United’s named executive officers. No restricted
      stock awards, long-term incentive plan payouts or other types of compensation,
      other than the compensation identified in the chart below, were paid to these
      executive officers during these fiscal years.




**SUMMARY
      COMPENSATION TABLE**





**Name
                and Principal Position(s)**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock
                Awards**
              **($)**
            
            **Option**
              **Award(s)**
              **(#)**
            
            **Non
                Equity Incentive Plan**
              **Compensation**
              **($)**
            
            **Non
                Qualified Deferred**
              **Compensation**
              **Earnings**
              **($)**
            
            **All
                Other Compensation**
              **($)**Robert
                M. Carmichael,
            
            
            2006
            
            $
            78,037.50
            
            $
            —
            
            $
            —
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —President
                and Chief
            
            
            2005
            
            $
            77,962.50
            
            $
            —
            
            $
            —
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —Executive
                Officer




**Outstanding
      Equity Awards At Fiscal Yearend**




None.




**Director
      Compensation**




None.




**Stock
      Option Grants In The Past Fiscal Year**




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




**Employment
      Agreements**




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




21




**ITEM
                11.**
              **SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS**




**Security
      Ownership Of Certain Beneficial Owners And Management**




The
      following table sets forth information about the beneficial ownership of our
      common stock as of March 9, 2007 by (i) each person who we know is the
      beneficial owner of more than 5% of the outstanding shares of common stock
      (ii) each of our directors or those nominated to be directors, and
      executive officers, and (iii) all of our directors and executive officers as
      a
      group. Applicable percentage of ownership is based on 160,131,722 shares of
      common stock outstanding as of March 9, 2007 together with securities
      exercisable or convertible into shares of common stock within 60 days of March
      9, 2007 for each stockholder. Beneficial ownership is determined in accordance
      with the rules of the SEC and generally includes voting or investment power
      with
      respect to securities. Shares of common stock subject to securities exercisable
      or convertible into shares of common stock that are currently exercisable or
      exercisable within 60 days of March 9, 2007 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.




**Name
                and Address of Beneficial Owner**
            
            **Number
                of Shares Owned**
            
            **Percent
                Owned**Robert
                M. Carmichael
            
            
            95,831,333
            
            
            59.85
            %940
                N. W. 1stStreetFort
                Lauderdale, FloridaAll
                officers and directors as a group (1 person)
            
            
            95,831,333
            
            
            59.85
            %




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




None.




**ITEM
      12.** **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**




Notes
      payable - related parties - Notes
      payable - related parties consist of the following as of December 31,
      2006:


Promissory
                  note payable to the Chief Executive Officer of the
                  Company,unsecured,
                  bearing interest at 10% per annum, due in monthly
                  principaland
                  interest payments of $3,924, maturing on March 1, 2010, with
                  aballoon
                  payment of $431,795 due. The note will be discounted 15%
                  ofthe
                  outstanding principal balance if it is paid in full by April 1,
                  2007.
              
              $
              429,524Promissory
                  note payable to an entity owned by the Company’s ChiefExecutive
                  Officer, unsecured, bearing interest at 10% per annum, duein
                  monthly principal and interest payments of $1,802, maturing
                  onMarch
                  1, 2010, with a balloon payment of $198,264 due. The notewill
                  be discounted 15% of the outstanding principal balance if
                  itis
                  paid in full by April 1, 2007.
              
              
              203,222Promissory
                  note payable due an entity owned by the Company’s ChiefExecutive
                  Officer, unsecured, bearing 0% interest per annum, due inmonthly
                  principal only payments of $2,292, maturing on February
                  15,2007.
              
              
              4,583637,329Less
                  amounts due within one year
              
              
              10,268Long-term
                  portion of notes payable - related parties
              
              $
              627,061





22




As
      of
      December 31, 2006, principal payments on the notes payable - related parties
      are
      as follows:


2007
              
              $
              10,2682008
              
              
              6,2812009
              
              
              6,9392010
              
              
              613,841$
              637,329




Revenues - The
      Company sells products to two entities owned by the brother of the Company’s
      Chief Executive Officer, Brownie’s Southport Divers, Inc. and Brownie’s Palm
      Beach Divers. Terms of sale are no more favorable than those extended to any
      of
      the Company’s other customers. Combined revenue from these entities for the
      years ended December 31, 2006 and 2005, was $795,320 and $650,925, respectively.
      Accounts receivable from Brownie’s SouthPort Diver’s, Inc. and Brownie’s Palm
      Beach Divers at December 31, 2006 was $6,062 and $2,111, respectively.




Royalties - The
      Company has Non-Exclusive License Agreements with the Carleigh Rae Corporation
      (herein referred to as “CRC”), an entity that the Company’s Chief Executive
      Officer has an ownership interest, to license product patents it owns. Based
      on
      the license agreements with CRC, the Company pays royalties ranging from $1.00
      to $50.00 per licensed products sold, with rates increasing 5% annually. Also
      with CRC, the Company has a Non-Exclusive License Agreement to license a
      trademark of products owned by CRC. Based on the agreement, the Company will
      pay
      the entity $0.25 per licensed product sold, with rates increasing $0.05
      annually.





The
      Company has Non-Exclusive License Agreements with 940 Associates, Inc. (herein
      referred to as “940A”), an entity owned by the Company’s Chief Executive
      Officer, to license product patents it owns. Previous license agreements in
      effect with 940A prior to 2005 were renegotiated and new agreements were entered
      into effective January 1, 2005. Under the terms of the license agreements,
      the
      Company pays 940A $2.00 per licensed product sold, rates increasing 5% annually.
      Also with 940A, the Company has an Exclusive License Agreement to license the
      trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and
      various other related trademarks as listed in the agreement. Based on this
      license agreement, the Company pays 940A 2.5% of gross revenues per quarter,
      with a 66% royalty fee discount period through December 31, 2006, after which
      time the royalty rate returns to 100%. In addition, the agreement provides
      for a
      $600 advertising credit per month in 2006 against the royalties due quarterly.
      At December 31, 2006, whatever cumulative portion of the advertising credit
      the
      Company did not use for advertising, if any, would become due and payable to
      940A as royalty. As of December 31, 2006, the Company had used all of the
      advertising credit.





Total
      royalty expense for the above agreements for years ended December 31, 2006
      and
      2005, was $45,770 and $20,415, respectively.




Lease
      Expense - The Company leased its facility from an entity in which the Chief
      Executive Officer has an ownership interest. For the years ended December 31,
      2006 and 2005, lease expense was $121,900 and $130,602, respectively.





**Subsequent
      Events**





On
      February 21, 2007 the Company purchased the corporate headquarters, factory
      and
      distribution center of the Company located at 936/940 NW 1st Street, Ft.
      Lauderdale, FL 33311 from GKR Associates, Inc, an entity in which the Chief
      Executive Officer has an ownership interest. The purchase price was $1,100,000
      plus 4,440,000 shares of the Company’s common stock. Of the $1,100,000,
      $1,000,000 is secured by a first mortgage payable to Colonial Bank and $100,000
      is secured by a second mortgage payable to the seller, GKR Associates, Inc.
      Terms of the $1,000,000 first mortgage call for monthly interest and principal
      payments of $9,038 at an annul interest rate of 6.99% , payable over a 15 year
      term. Terms of the $100,000 second mortgage call for monthly principal and
      simple interest payments of $1,979.65 at an annual interest rate of 6.99%,
      payable over a 5 year term.





Effective
      January 1, 2007 the note payable to the Chief Executive Officer of Company,
      Robert Carmichael, in the amount of $429, 524 as at December 31, 2006 was
      restructured. Terms of the new note call for monthly principal and interest
      payments of $6,047 beginning on February 1, 2007 at an annual interest rate
      of
      10%, payable over a term of nine years. The new note was entered into for the
      purpose of extending the original term of the note that was due to expire in
      2010 with a balloon payment as well as reduce the monthly payment amounts.





23


Effective
      January 1, 2007 the note payable to 940 Associates, Inc, an entity owned by
      the
      Chief Executive Officer of the Company, in the amount of $203,222 as at December
      31, 2006 was restructured. Terms of the new note call for monthly principal
      and
      interest payments of $2,861 at an annual interest rate of 10%, payable over
      a
      term of nine years. The new note was entered into for the purpose of extending
      the original term of the note that was due to expire in 2010 with a balloon
      payment as well as reduce the monthly payment amounts.




**ITEM
      13.** **EXHIBITS**




**Exhibits.**




**Exhibit
                No.**
            
            **Description**
            
            **Location**2.2
            
            Merger
                Agreement, dated June 18, 2002 by and among United Companies Corporation,
                Merger Co., Inc. and Avid Sportswear & Golf Corp.
            
            Incorporated
                by reference to Exhibit 2.02 to Avid Sportswear & Golf Corp.’s
                Amendment No. 1 to Form S-4 filed June 24, 20022.3
            
            Articles
                of Merger of Avid Sportswear & Golf Corp. with and into Merger Co.,
                Inc.
            
            Incorporated
                by reference to Exhibit 2.03 to Avid Sportswear & Golf Corp.’s
                Amendment No. 1 to Form S-4 filed June 24, 20023.1
            
            Articles
                of Incorporation
            
            Incorporated
                by reference to Exhibit 3.05 to United Companies Corporation’s Amendment
                No. 1 to Form S-4 filed June 24, 20023.2
            
            Bylaws
            
            Incorporated
                by reference to Exhibit 3.04 to the Registration Statement on Form
                10-SB10.1
            
            Share
                Exchange Agreement, dated March 23, 2004 by and among United, Trebor
                Industries, Inc. and Robert Carmichael
            
            Incorporated
                by reference to Exhibit 16.1 to Current Report on From 8-K filed
                April 9,
                200410.2
            
            Securities
                Purchase Agreement, dated April 2, 2004 by and between United and
                Cornell
                Capital Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.2 to United Companies Corporation’s
                Registration Statement on Form SB-2 filed July 16,
                200410.3
            
            Investor
                Registration Rights Agreement, dated April 2, 2004 by and between
                United
                and Cornell Capital Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.3 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.4
            
            Security
                Agreement, dated April 2, 2004 by and between United and Cornell
                Capital
                Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.4 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.5
            
            Irrevocable
                Transfer Agent Instructions, dated April 2, 2004, by and among United,
                Cornell Capital Partners, L.P. and First American Stock
                Transfer
            
            Incorporated
                by reference to Exhibit 10.5 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.6
            
            Escrow
                Agreement, dated April 2, 2004 by and among United, Cornell Capital
                Partners, L.P. and Butler Gonzalez, LP
            
            Incorporated
                by reference to Exhibit 10.6 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.7
            
            Form
                of Secured Convertible Debenture
            
            Incorporated
                by reference to Exhibit 10.7 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.8
            
            Form
                of Warrant
            
            Incorporated
                by reference to Exhibit 10.8 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                2004




24




**Exhibit
                No.**
            
            **Description**
            
            **Location**10.9
            
            Standby
                Equity Distribution Agreement, dated April 2, 2004 by and between
                United
                and Cornell Capital Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.9 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.10
            
            Registration
                Rights Agreement, dated April 2, 2004 by and between United and Cornell
                Capital Partners, L.P.
            
            Incorporated
                by reference to Exhibit 10.10 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.11
            
            Escrow
                Agreement, dated April 2, 2004 by and among United, Cornell Capital
                Partners, L.P. and Butler Gonzalez, LP
            
            Incorporated
                by reference to Exhibit 10.11 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.12
            
            Placement
                Agent Agreement, dated April 2, 2004, by and among United, Cornell
                Capital
                Partners, L.P. and Newbridge Securities Corporation
            
            Incorporated
                by reference to Exhibit 10.12 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.13
            
            Irrevocable
                Transfer Agent Instructions, dated April 2, 2004 by and among United,
                Cornell Capital Partners, L.P. and First American Stock
                Transfer
            
            Incorporated
                by reference to Exhibit 10.13 to United Companies Corporation’s
                Registration Statement on Form SB filed July 16,
                200410.14
            
            Two
                Year Consulting Agreement with Jeff Morris effective January 1, 2005
                for
                Manage-ment and Strategic Services and Warrants issued in conjunction
                with
                the same.
            
            Incorporated
                by reference to Exhibit 10.14 to Current Report on Form 8-K filed
                on March
                11, 2005.10.15
            
            Promissory
                Note, dated February 15, 2005, principal amount of $54,998.00 payable
                to
                Robert M. Carmichael.
            
            Incorporated
                by reference to Exhibit 10.15 to United Companies Corporation's 10QSB
                for
                the quarter ended March 31, 2005 filed May 13, 2005.10.16
            
            Promissory
                Note, dated March 7, 2005, in the principal amount of $205,296.53
                payable
                to 940 Associates, Inc.
            
            Incorporated
                by reference to Exhibit 10.16 to United Companies Corporation's 10QSB
                for
                the quarter ended March 31, 2005 filed May 13, 2005.10.17
            
            Promissory
                Note, dated March 7, 2005, in the principal amount of $447,111.13
                payable
                to Robert M. Carmichael.
            
            Incorporated
                by reference to Exhibit 10.17 to United Companies Corporation's 10QSB
                for
                the quarter ended March 31, 2005 filed May 13, 2005.10.18
            
            Non-Exclusive
                License Agreement -
              BC
                Keel Trademark
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.19
            
            Non-Exclusive
                License Agreement - Buoyancy
              Compensator
                (and Dive Belt) Weight System
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.20
            
            Exclusive
                License Agreement - Brownie's Third Lung, Brownie's Public Safety,
                Tankfill, and Related Trademarks and Copyrights
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15,
                2005.




25




**Exhibit
                No.**
            
            **Description**
            
            **Location**10.21
            
            Non-Exclusive
                License Agreement -
              Drop
                Weight Dive Belt
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.22
            
            Non-Exclusive
                License Agreement -
              Garment
                Integrated or Garment Attachable
              Flotation
                Aid and/or PFD
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.23
            
            Non-Exclusive
                License Agreement -
              Inflatable
                Dive Market and Collection Bag
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.24
            
            Non-Exclusive
                License Agreement - SHERPA
              Trademark
                and Inflatable Flotation Aid/Signal
              Device
                Technology
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.25
            
            Non-Exclusive
                License Agreement - Tank-
              Mounted
                Weight, BC or PFD-Mounted Trim Weight or Trim Weight Holding System
            
            Incorporated
                by reference to Exhibit 10.18 to United Companies Corporation's 10QSB
                for
                the quarter ended June 30, 2005 filed August 15, 2005.10.26
            
            Exclusive
                License Agreement - Brownie’s Third Lung and Related Trademarks and
                Copyright
            
            Provided
                herewith10.27
            
            Redemption
                Agreement - Cornell Capital Partners, LP Secured Convertible
                Debentures
            
            Incorporated
                by reference to Form 8K filed on June 2, 200610.28
            
            Agreement
                for Purchase and Sale of Property Between Trebor Industries, Inc.
                and GKR
                Associates, Inc. dated February 21, 2007
            
            Provided
                herewith10.29
            
            Promissory
                Note dated February 22, 2007 payable to Colonial Bank.
            
            Provided
                herewith10.30
            
            Note dated
              February 22,
              2007 payable to GKR Associates, Inc.
            
            Incorporated
                by reference to Form 8K filed on March 23, 2007 for Item 2.01 Completion
                of Acquisition or Disposition of Assets10.31
            
            Second Mortgage
              dated
              February 22, 2007 between Trebor Industries, Inc. and GKR Associates,
              LLC
            
            Provided
                herewith10.32
            
            Promissory
              Note dated
              January 1, 2007 payable to Robert M. Carmichael
            
            Provided
                herewith10.33
            
            Promissory
              Note dated
              January 1, 2007 payable to 940 Associates, Inc.
            
            Provided
                herewith31.1
            
            Certification
                Pursuant to Section 3.02
            
            Provided
                herewith31.2
            
            Certification
                Pursuant to Section 3.02
            
            Provided
                herewith32.1
            
            Certification
                Pursuant to Section 1350
            
            Provided
                herewith32.2
            
            Certification
                Pursuant to Section 1350
            
            Provided
                herewith




**ITEM
      14.   PRINCIPAL ACCOUNTING FEES AND SERVICES**




**Fees
      to Auditors Fiscal Year ended December 31, 2006**




Audit
      Fees :
      The
      aggregate fees, including expenses, billed by the Company's principal
      accountants for professional services rendered for the audit of the Company’s
      consolidated financial statements during the fiscal year ending December 31,
      2006 and for the review of the Company’s financial information included in its
      quarterly reports on Form 10-QSB during the fiscal year ending December 31,
      2006
      or services that are normally provided in connection with statutory and
      regulatory filings or engagements during the fiscal year ending December 31,
      2006 was $37,078.




Audit
      Related Fees :
      The
      aggregate fees, including expenses, billed by principal accountants for
      assurance and related services reasonably related to the performance of the
      Company’s audit or review of the Company’s financial statements were
      $-0-.




Tax
      Fees :
      The
      aggregate fees, including expenses, billed by principal accountants for tax
      compliance, tax advice and tax planning during year 2006 was $-0-.




26


All
      Other Fees :
      The
      aggregate fees, including expenses, billed for all other services rendered
      to
      the Company by principal accountants during year 2006 was $-0-.




**Fees
      to Auditors Fiscal Year ended December 31, 2005**




Audit
      Fees :
      The
      aggregate fees, including expenses, billed by principal accountants for
      professional services rendered for the audit of the Company’s consolidated
      financial statements during fiscal year ending December 31, 2006 and for the
      review of the Company’s financial information included in its quarterly reports
      on Form 10-QSB during the fiscal year ending December 31, 2005 or services
      that
      are normally provided in connection with statutory and regulatory filings or
      engagements during the fiscal year ending December 31, 2005 was $33,000.




Audit
      Related Fees :
      The
      aggregate fees, including expenses, billed by principal accountants for
      assurance and related services reasonably related to the performance of the
      Company’s audit or review of the Company’s financial statements during the year
      ended December 31, 2005 were $-0-.




Tax
      Fees :
      The
      aggregate fees, including expenses, billed by principal accountants for tax
      compliance, tax advice and tax planning during year 2005 was $-0-.




All
      Other Fees :
      The
      aggregate fees, including expenses, billed for all other services rendered
      to
      the Company by principal accountants during year 2005 was $-0-.




The
      Company has no audit committee. The Company's board of directors has considered
      whether the provisions of the services covered above under the captions is
      compatible with maintaining the auditor’s independence. All services were
      approved by the board of directors prior to the completion of the respective
      audit.




27




**SIGNATURES**




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




Date:April
                2, 2007
            **U****NITED****C****OMPANIES****C****ORPORATION**By:
            /s/
                Robert M. CarmichaelRobert
                M. CarmichaelPresident,
                Chief Executive Officer,Chief
                Financial Officer andPrincipal
                Accounting Officer




28