8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 22, 2007

UNITED COMPANIES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-28321	88-0374969
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

940 N.W. 1^st Street, Fort Lauderdale, Florida 33311

(Address of Principal Executive Office) (Zip Code)

(954) 462-5570

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.Completion of Acquisition or Disposition of Assets; Item 3.02 Unregistered Sales of Equity Securities

Effective February 22, 2007, the Company's wholly owned subsidiary, Trebor Industries, Inc., entered into a Purchase and Sale Agreement with GKR Associates, LLC pursuant to which the Company acquired the property and facilities, which contain its executive offices. The property and facilities were purchased for $1,100,000 and 4,444,000 shares of restricted common stock of the Company. The Company financed the majority of the purchase price under a 15-year mortgage for $1,000,000. The current interest rate on the mortgage is 6.99%. The Company also issued a promissory note for $100,000 of the purchase price, which is payable over 60-months at 6.99% annual interest. The promissory note provides for a late charge of 10% due on any payment not received within five business days of payment date. The promissory note is further secured by a second mortgage on the property. The shares were valued at $0.0225 per share. The Company's Chief Executive Officer and majority shareholder is a member of GKR. The Company received an independent appraisal which valued the property and facilities at approximately $1,200,000.

The shares and promissory note issued to GKR were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. The shares contain a legend restricting their transferability absent registration or applicable exemption. Subsequent to the closing of the Purchase and Sale Agreement, the shares issued to GKR were distributed to its shareholders. The Company's Chief Executive Officer and majority shareholder received 1,481,333 shares pursuant to the distribution.

Item 7.01.Regulation FD Disclosure

A copy of the Company’s press release regarding the foregoing is filed herewith with respect to all matters contained therein.

Item 9.01.Financial Statements and Exhibits

(b)Exhibits

10.1Agreement for Purchase and Sale dated February 21, 2007 (to be filed by amendment)

10.2Promissory Note in the Principal Amount of $100,000 dated February 22, 2007

99.1Copy of Press Release of the Company dated February 28, 2007

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	UNITED COMPANIES CORPORATION
Date: March 23, 2007	/s/ Robert Carmichael
	Robert Carmichael
	Chief Executive Officer

EX-10.2

NOTE

February 22, 2007

$100,000.00

Broward County, Florida

Property Address: 936-940 NW 1^st Street., Fort Lauderdale, FL 33311

1. BORROWER'S PROMISE TO PAY

In return for a loan that the undersigned has received, the undersigned promise to pay U.S. $100,000.00 (this amount is called "principal"), plus interest, to the order of Lender. The Lender is GKR ASSOCIATES, LLC, a Florida limited liability company. The undersigned understands that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments Under this Note is called the "Note Holder."

2. INTEREST

Interest will be charged on unpaid principal until the full amount of principal has been paid. The undersigned will pay interest at a yearly rate of 6.99%.

3. PAYMENTS.

(A) Time and Place of Payments.

The undersigned will pay principal and interest by making payments every month.

The undersigned will make monthly payments of principal and interest accrued on the unpaid principal balance for the preceding month on the twenty second (22^nd) day of each month beginning on March 22, 2007, and will make these payments every month until all of the principal and interest and any other charges described below that may be owed under this Note are paid. All payments will be applied to interest before principal. On February 22, 2012, which is called the "maturity date"., the undersigned will pay the principal sum remaining and all other amounts which the undersigned owes under this Note.

All payments shall be made at c/o Rockland Properties, LLC, attn: Kenny Hale 1314 East Las Olas Boulevard #1114, Fort Lauderdale, FL 33301, or at a different place if required by the Note Holder.

(B) Amount of Monthly Payments

The monthly payment will be in the amount of U.S. $1,979.65.

4. BORROWER'S RIGHT TO PREPAY:

This Note is prepayable in full or in part at any time, without prepayment penalty.

5. LOAN CHARGES

If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (I) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (ii) any sums already collected from me which exceed permitted limits will be refunded The Note Holder may choose to make this refund by reducing the principal owed under this Note or by making a direct payment to the undersigned.

6. BORROWER’S FAILURE TO PAY AS REQUIRED

(A) Late Charges for Overdue Payments

If the Note Holder has not received the full amount of any monthly payment by the end of five (5) business days after the date it is due, the undersigned will pay a late charge to the, Note Holder. The amount of the charge will be TEN PERCENT (10.0%) of the overdue monthly payment, which shall be paid promptly but only once on each late payment.

(B) Default

If the full amount of each monthly payment is not paid on the date it is due, a default will exist.

(C) Acceleration

If any monthly payment is not paid within fifteen (15) days of when it is due, the Note Holder may require immediate payment of the full amount of principal and all the interest owed on that amount.

(D) No Waiver by Note Holder

Even if, at a time when a default exists, the Note Holder does not require immediate payment in full as described above, the Note Holder will still have the right to do so if a default exists at a later time.

(E) Payment of Note Holder's Costs and Expenses.

If the Note Holder has required immediate payment in full as described above, the Note Holder will have the right to recover from the undersigned all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses may include, for example reasonable attorneys' fees.

7. GIVING OF NOTICES

Unless applicable law requires a different method, any notice that must be given to the undersigned under this Note will be given by delivering it or mailing it by first class mail at 940 NW 1^st Street., Fort Lauderdale, FL 33311 or at a different address if the Note Holder has been given notice of a different address.

Any notice that must be given to the Note Holder under this note will be given by mailing it by first class mail to the Note Holder at the address stated in Section 3(A) above or at a different address if the undersigned is given a notice of that different address.

8. WAIVERS

The undersigned and any person who has obligations under this Note waive the rights of presentment and notice of dishonor. "Presentment” means the right to require the Note Holder to demand payment of amounts due. "Notice of Dishonor' means the right to require the Note Holder to give notice to other persons that amounts due have not been paid.

9. SECURED NOTE

In Addition to the protections given to the Note Holder under this Note, Mortgage (the “Security Instrument"), dated the same date as this Note, protects the Note Holder from possible losses which might result if the promises made in this Note are not kept. The Security Instrument describes how and under what conditions the undersigned may be required to make immediate payment in full of all amounts owed under this Note.

TREBOR INDUSTRIES, INC., a Florida corporation, Borrower (SEAL)

BY:	/s/Robert M. Carmichael
	Robert M. Carmichael President

EX-99.1

Brownie’s Purchases Factory Building

FOR RELEASE on February 28, 2007 at 9:30am (Market Open)

FT. LAUDERDALE, FL - On Thursday February 22, 2007, United Companies subsidiary Trebor Industries, Inc. dba Brownie’s Third Lung (OTC BB: UCPJ) purchased its long-time factory and warehouse building. For many years, this 15,000+ square-foot factory has housed Brownie’s fabrication, design, engineering, marketing, sales and accounting departments. Located near downtown Fort Lauderdale, this location offers access to one of the world’s premiere yachting hubs.

For information about our products and a downloadable catalog, please visit http://www.browniedive.com/, http://www.tankfill.com/ and http://www.browniespublicsafety.com/ or call (954)462-5570.

Forward Looking Statements

Statements about the company's future expectations, including revenues and earnings and all other statements in this press release other than historical facts are "forward looking statements" within the meaning of section 27A of the Securities Act of 1933, section 21E of the Securities Exchange act of 1934, and as the term defined in the Private Litigation Reform Act of 1995. The Company's actual results could differ materially from expected results. The company undertakes no obligation to update forward looking statements to reflect subsequently occurring events or circumstances. Should events occur which materially affect any comments made within this release the company will appropriately inform the public.

For investor relations please contact United Companies Corporation.

United Companies Corporation product information can be found at

Web site:

http://www.browniedive.com/

http://www.tankfill.com/

http://www.browniespublicsafety.com/