10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

(MARK ONE)

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

For the quarterly period ended June 30, 2007

oTransition 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	90-0226181
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
940 N.W. 1st Street, Fort Lauderdale, Florida	33311
(Address of Principal Executive Offices)	(Zip Code)
(954) 462-5570
(Issuer’s Telephone Number, Including Area Code)

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 

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

There were 165,821,091 shares of common stock outstanding as of July 31, 2007.

PART I

ITEM 1.FINANCIAL STATEMENTS

Financial Information

UNITED COMPANIES CORPORATION

CONSOLIDATED BALANCE SHEET

JUNE 30, 2007

(UNAUDITED)

ASSETS
Current assets
Cash	$	55,697
Accounts receivable, net of $29,000 allowance for doubtful accounts		174,530
Inventory		602,905
Prepaid expenses and other current assets		74,022
Deferred tax asset, net - current		35,653
Total current assets		942,807
Property, plant and equipment, net		1,229,838
Deferred tax asset, net - non-current		43,298
Other assets		6,968
Total assets	$	2,222,911
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	329,194
Loan payable		266,000
Customer deposits		14,571
Royalties payable - related parties		25,482
Income taxes payable		8,915
Other liabilities		4,677
Notes payable - current portion		47,103
Notes payable - related parties - current portion		65,193
Total current liabilities		761,135
Long-term liabilities
Notes payable - long-term portion		948,033
Notes payable - related parties - long-term portion		644,801
Total liabilities		2,353,969
Commitments and contingencies
Stockholders' deficit
Common stock; $0.001 par value; 250,000,000 shares authorized
165,821,091 shares issued and outstanding		165,821
Additional paid-in capital		675,530
Accumulated deficit		(972,409	)
Total stockholders' deficit		(131,058	)
Total liabilities and stockholders' deficit	$	2,222,911

See Accompanying Notes to Consolidated Financial Statements

1

UNITED COMPANIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net revenues	$	923,309		$	1,374,273		$	1,802,566		$	2,077,010
Cost of revenues		576,423			790,807			1,162,273			1,227,487
Gross profit		346,886			583,466			640,293			849,523
Operating expenses
Research and development costs		1,497			190			1,822			3,031
Selling, general and administrative		253,353			269,189			504,599			517,583
Total operating expenses		254,850			269,379			506,421			520,614
Income from operations		92,036			314,087			133,872			328,909
Other (income) expenses
Other income, net		(50,963	)		(89,208	)		(61,729	)		(84,901	)
Interest expense		34,618			18,766			56,840			38,808
Total other income, net		(16,345	)		(70,442	)		(4,889	)		(46,093	)
Net income before provision for income taxes		108,381			384,529			138,761			375,002
Provision for income tax benefit		37,295			36,107			29,938			36,107
Net income	$	145,676		$	420,636		$	168,699		$	411,109
Basic income per common share	$	0.00		$	0.00		$	0.00		$	0.00
Diluted income per common share	$	0.00		$	0.00		$	0.00		$	0.00
Basic weighted average common
shares outstanding		160,256,763			151,775,587			158,893,306			147,031,438
Diluted weighted average common
shares outstanding		178,023,500			183,279,595			175,653,981			250,000,000

See Accompanying Notes to Consolidated Financial Statements

2

UNITED COMPANIES CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2006		155,687,722	$	155,688	$	585,663		$	(1,141,108	)	$	(399,757	)
Issuance of common stock as part of
February 22, 2007 purchase of real property		4,444,000		4,444		95,556			—			100,000
Net Income		—		—		—			23,023			23,022
Balance, March 31, 2007 (Unaudited)		160,131,722		160,132		681,219			(1,118,085	)		(276,735	)
Redemption of warrant for common stock
pursuant to warrant dated January 1, 2005		5,689,369		5,689		(5,689	)		—			—
Net Income		—		—		—			145,676			145,677
Balance, June 30, 2007 (Unaudited)		165,821,091	$	165,821	$	675,530		$	(972,409	)	$	(131,058	)

See Accompanying Notes to Consolidated Financial Statements

3

UNITED COMPANIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2007			2006
Cash flows from operating activities:
Net income	$	168,699		$	411,109
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization		18,911			17,223
Stock based compensation		—			51,820
Change in deferred tax asset		(34,061	)		(36,107	)
Gain on extinguishment of secured convertible debentures		—			(109,517	)
Changes in operating assets and liabilities:
Change in accounts receivable, net		(111,773	)		(62,552	)
Change in inventory		(21,476	)		92,700
Change in prepaid expenses and other current assets		(12,582	)		(122,819	)
Change in accounts payable and accrued liabilities		(3,905	)		853
Change in lease payable - related party		—			(18,950	)
Change in customer deposits		(68,870	)		(88,420	)
Change in billings in excess of costs and estimated
earnings on uncompleted contract		—			28,251
Change in other liabilities		(38,483	)		12,485
Change in income taxes payable		(2,114	)		—
Change in royalties payable - related parties		17,031			18,154
Net cash (used in) provided by operating activities		(88,625	)		194,230
Cash flows from investing activities:
Purchase of fixed assets		(1,118,363	)		—
Net cash used in investing activities		(1,118,363	)		—
Cash flows from financing activities:
Proceeds from borrowings on notes payable - related parties		100,000			—
Proceeds from borrowings on loan payable		—			266,000
Proceeds from borrowings on notes payable		1,000,000			—
Principal payments on notes payable - related parties		(27,335	)		(18,048	)
Principal payments on notes payable		(18,169	)		(4,911	)
Principal payments on secured convertible debentures		—			(210,500	)
Net cash provided by financing activities		1,054,496			32,541
Net change in cash		(152,492	)		226,771
Cash, beginning of period		208,187			30,345
Cash, end of period	$	55,697		$	257,116

See Accompanying Notes to Consolidated Financial Statements

4

UNITED COMPANIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2007		2006
Supplemental disclosure of cash flow information:
Cash paid for interest	$	56,840	$	67,711
Cash paid for income taxes	$	6,237	$	—
Supplemental disclosure of non-cash investing activities
Common stock issued toward real property purchase on
February 21, 2007	$	100,000	$	—
Supplemental disclosure of non-cash financing activities
Conversion of Convertible Debenture into Stock as provided
in Stock Purchase Agreement	$	—	$	89,110
Redemption of warrant for common stock pursuant to
warrant dated Janaury 1, 2005	$	5,689	$	—
Amortization of loan fees related to Standby Equity
Distribution Agreement	$	—	$	86,205

See Accompanying Notes to Consolidated Financial Statements

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” or “UCC) 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 are 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 -The Company 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, 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 2006 financial statement amounts to conform to the 2007 financial statement presentation.

Cash and equivalents - Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

6

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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 three and six months ended June 30, 2007 was $6,085 and $16,882, respectively. Advertising and trade show expense incurred for the three and six months ended June 30, 2006 was $12,758 and $21,088, 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.

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 June 30, 2007 since their effect was dilutive.

New accounting pronouncements - In February 2007, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Statement (FAS) 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. The Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The Company is currently evaluating the impact of FAS 159 on its financial statements. The Company shall apply the Statement in the calendar year beginning January, 1, 2008.

In September 2006 the Security and Exchange Commission issued Staff Accounting Bulletin No. 108. The Bulletin relates to the Staff’s view regarding the process of quantifying financial statement misstatements. As it relates to the Company, financial misstatements as described in this Bulletin prior to the year ended December 31, 2007 would not require restatement but rather the cumulative effect presented as an adjustment to retained earnings at the beginning of the period. For the year ended December 31, 2007, the same type of misstatements will require restatement of the financial statements for the period. The Company is currently evaluating this Bulletin and does not anticipate significant financial impact as a result of adopting the guidance contained within.

8

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In September 2006, FASB issued 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 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 adopted this statement without significant financial impact in the first quarter of 2007.

2. INVENTORY

Inventory consists of the following as of June 30, 2007:

Raw materials	$	286,516
Work in process		—
Finished goods		316,389
	$	602,905

3. PREPAID EXPENSE AND OTHER CURRENT ASSETS

Prepaid expense and other current assets totaling $74,022 at June 30, 2007, consists of $32,330 of prepaid insurance, advertising and software maintenance expenses, and $41,692 of prepayments for inventory.

9

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following as of June 30, 2007:

Building and Land	$	1,218,362
Furniture, vehicles, and equipment		221,534
Leasehold improvements		7,000
		1,446,896
Less: accumulated depreciation and amortization		(217,058	)
	$	1,229,838

For the three and six months ended June 30, 2007, depreciation expense was $9,932 and $18,210, respectively. For the three and six months ended June 30, 2006, depreciation expense was $2,215 and $9,178, respectively

On February 22, 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 $1,200,000, and is secured by a first mortgage payable to the bank of $1,000,000, and $100,000 secured by a second mortgage payable to the seller, GKR Associates, Inc. The balance of $100,000 was paid by 4,440,000 shares of the Company’s common stock based on market price of the stock on the purchase date. In addition, $18,362 of closing expenses were capitalized to the building.

5. CUSTOMER CREDIT CONCENTRATIONS

Sales to Brownie’s Southport Diver’s, Inc. for the three months ended June 30, 2007 and 2006 represented 14.17% and 19.77%, respectively, of total net revenues for the period. Sales to Holiday Diver Inc for the three months ended June 30, 2007 and 2006 represented 14.17% and 10.73%, respectively, of total net revenues for the period. Sales to Silver Lane Discovery LTD for the three months ended June 30, 2007 represented 10.02 % of total net revenues. Sales to Brownie’s Southport Diver’s Inc. for the six months ended June 30, 2007 and 2006 represented 24.23% and 20.73% of total net revenues for the period. Sales to no other customer represented greater than 10% of net revenues for the three or six months ended June 30, 2007 and 2006.

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.

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 June 30, 2007:

Promissory note payable to the Chief Executive Officer of the Company, secured by Company assets, bearing interest at 10% per annum, due in monthly principal and interest payments of $6,047, maturing on January 15, 2016,	$	417,250
Promissory note payable to an entity owned by the Company’s Chief Executive Officer, 940 Associates, Inc., secured by Company assets, bearing interest at 10% per annum, due in monthly principal and interest payments of $2,861, maturing on January 1, 2016.		198,382
Promissory note payable due an entity in which the Company’s Chief Executive Officer has a financial interest, GKR Associates, Inc., secured by Building, bearing 0% interest per annum, due in monthly principal and interest payments of $2,292, maturing on February 15, 2007.		94,362
		709,994
Less amounts due within one year		65,193
Long-term portion of notes payable - related parties	$	644,801

As of June 30, 2007, principal payments on the notes payable - related parties are as follows:

2007	$	35,821
2008		68,661
2009		75,254
2010		82,494
2011		90,446
Thereafter		357,318
	$	709,994

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 net revenues from these entities for the three months ended June 30, 2007 and 2006, was $166,528 and $222,012, respectively. Combined net revenues from these entities for the six months ended June 30, 2007 and 2006, was $518,588 and $399,773, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc. and Brownie’s Palm Beach Divers at June 30, 2007, was $10,036 and $1,428, 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.

11

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. RELATED PARTY TRANSACTIONS (continued)

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.

Total royalty expense for the above agreements for the three and six months ended June 30, 2007 was $25,519 and $48,957, respectively. Total royalty expense for the above agreements for the three and six months ended June 30, 2006 was $10,179 and $18,154, respectively.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities of $329,194 at June 30, 2007 consists of $165,184 accounts payable trade, $60,574 balance of legal expenses that were a UCC expense prior to the reverse merger with Trebor Industries, Inc., $72,891 of accrued payroll and related fringe benefits, and $30,545 of other liabilities and accruals.

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 principal balance, redemption fees, and accrued interest totaling $266,777 due under the secured convertible debentures held by a third party lender. The terms of the loan are pending negotiation and formalization, and no payments have been made toward the outstanding balance on the loan.

9. OTHER LIABILITIES

Other liabilities is comprised of $4,677 of on-line training liability at June 30, 2007. 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 had no historical data with regard to the percentage of certificates that will be redeemed versus those that will expire. Therefore, until the Company accumulated historical data related to the certificate redemption ratio, it assumed that 100% of certificates issued with unit sales would be redeemed. Accordingly, at the time a unit was sold, the related on-line training liability was recorded. The same liability was reduced as certificates are redeemed and the related payments are made to the on-line training vendor.

For the six months ended June 30, 2007, seven hundred forty-nine (749) certificates totaling $13,108 expired unused. Accordingly, the related liability was reversed and the amount recognized as other income during the six months ended June 30, 2007. In addition, the Company further reduced the liability in the 2^nd quarter of 2007 by approximately $44,000 based on the historical certificate redemption rate the Company has compiled over the past 24 months. Accordingly, this amount was recognized as other income in the 2^nd quarter 2007. On a go forward basis the Company will maintain a reserve for certificate redemption of approximately 8% of the certificates issued, the historical redemption rate.

12

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. NOTES PAYABLE

Notes payable consists of the following as of June 30, 2007:

Promissory note payable secured by a vehicle of the Company having a carrying value of $1,297 at June 30, 2007, bearing interest at 10.16% per annum, due in monthly principal and interest payments of $553, maturing on October 28, 2007.	$	2,167
Promissory note payable secured by a vehicle of the Company having a carrying value of $5,758 at June 30, 2007, bearing no interest, due in monthly principal and interest payments of $349, maturing on November 14, 2008.		5,932
Promissory note payable secured by real property of the Company having a carrying value of $1,208,570 at June 30, 2007, bearing interest at 6.99% per annum, due in monthly principal and interest payments of $9,038, maturing on January 22, 2022.		987,037
		995,136
Less amounts due within one year:		47,103
Long-term portion of notes payable	$	948,033

As of June 30, 2007, principal payments on the notes payable are as follows:

2007	$	24,281
2008		46,031
2009		45,238
2010		48,504
2011		52,006
Thereafter		779,076
	$	995,136

11. STOCK WARRANTS

As of March 31, 2007, all the rights to exercise 28,571,428 warrants had vested pursuant to a Warrant agreement dated January 1, 2005. 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 expired consulting agreement. The warrants expire twenty-four months after the vesting date of each of tranche of 7,142,857. The vesting dates were June 30, 2005, December 31, 2005, June 30, 2006 and December 31, 2006, respectively. Therefore the expiration date of the each of the four tranches of 7,142, 857 warrants is June 30, 2007, December 31, 2007, June 30, 2008, and December 31, 2008. 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.

On June 27, 2007, a warrant tranch of 7,142,857 related to the above agreement was exercised. The cashless exercise was elected, and accordingly, 5,689,360 shares of common stock were issued on June 29, 2007. The Company recognized compensation expense for the stock warrants ratably over the term of the consulting agreement, January 1, 2005 to December 31, 2006, based on the fair value of the stock warrants using the Black-Scholes model. As a result, issuance of the stock in June 2007 was an equity only transaction.

13

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. INCOME TAXES

The components of the provision for income taxes for the six months ended June 30, 2007 are as follows:

Current Taxes:
Federal	$	(7,142	)
State		(2,773	)
Current Taxes		(9,915	)
Deferred taxes		35,206
Change in valuation allowance		4,647
Provision for income tax benefit	$	29,938

The federal statutory and state tax rate for the second quarter of 2007 was 15% and 5.5%, respectively.

The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at June 30, 2007:

Deferred tax assets:
Stock warrants	$	67,539
Allowance for doubtful accounts		9,860
Depreciation and amortization timing differences		7,077
Other		18,768
Total deferred tax assets		103,244
Valuation allowance		(24,293	)
Deferred tax assets net of valuation allowance		78,951
Less: deferred tax asset - non-current		(43,298	)
Deferred tax asset - current	$	35,653

14

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. SUBSEQUENT EVENTS

At a meeting of the Board of Directors held on July 18, 2007, all the members of the Company’s Board of Directors approved and recommended that the following Proposals be accepted:

· To elect one (1) member to the Company’s Board of Directors to hold office until the Company’s annual meeting of stockholders to be held in 2008 and until his successor is duly elected and qualified.

· To ratify the appointment of L.L. Bradford & Company, LLC, as independent auditors of the Company for the year ended December 31, 2007.

· Approval to amend the Company’s articles of incorporation to change the Company’s name to Brownie’s Marine Group, Inc.

· Approval to permit the Company to amend the Articles of Incorporation to effect up to a 1-for-100 reverse stock split of the Common Stock whereby every one hundred shares of Common Stock outstanding will be combined and reduced to one share of Common Stock.

· Approval to adopt and implement a stock option plan.

In addition, approximately 61% of the voting power of the Company gave their written consent to acceptance of the above proposals. It is anticipated that the proposal will be effectuated on or about August 22, 2007.

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Item 2.Management’s Plan Of Operation And Discussion And Analysis

Introductory Statements

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.

Overview

United Companies Corporation, (referred to herein as “United” or “the Company”), a Nevada corporation, 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.

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

Results Of Operations For The Three Months Ended June 30, 2007, As Compared To The Three Months Ended June 30, 2006

Net revenues. For the three months ended June 30, 2007, we had net revenues of $923,309 as compared to net revenues of $1,374,273 for the three months ended June 30, 2006, a decrease of $450,964, or 32.81%. This decrease is primarily attributable to recognition of approximately $400,000 in revenue in the second of quarter of 2006 toward a large custom tankfill sale for which there was not a comparable sale during the second quarter of 2007. Overall, hookah unit and non-custom tankfill sales remained fairly constant in the second quarter of 2007 as compared to the same period in 2006.

Cost of net revenues. For the three months ended June 30, 2007, we had cost of net revenues of $576,423 as compared with cost of net revenues of $790,807 for the three months ended June 30, 2006, a decrease of $214,384, or 27.11%. Material cost was fairly consistent for the three months ended June 30, 2007 as compared to the same period in 2006 despite the decrease in sales volume due primarily to the sales mix. The cost of material as a percentage of net revenues is higher for non-custom sales versus custom sales that are more labor intensive. Cost of net revenues in the second quarter of 2006 was more labor intensive due to the large custom tankfill project in process at that time. For the same reason, contracted labor in the second quarter of 2007 was down approximately $200,000, or 100%, from the second quarter of 2006.

Gross profit. For the three months ended June 30, 2007, we had a gross profit of $346,886 as compared to gross profit of $583,466 for the three months ended June 30, 2006, a decrease of $236,580, or 40.55%. This decrease is primarily attributable to the decrease in net revenues for the three months ended June 30, 2007 as compared to the same period in 2006 reduced by the lesser percentage decrease in cost of revenues.

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Operating expenses. For the three months ended June 30, 2007, we had total operating expenses of $254,850 as compared to total operating expenses of $269,379 for the three months ended June 30, 2006, a decrease of $14,529, or 5.39%.

Other (income) expenses. For the three months ended June 30, 2007, we had other income of $16,345 as compared to other income of $70,442 for the three months ended June 30, 2006, a decrease in other income of $54,097, or 52.95%. The decrease is primarily a result of the approximately $110,000 gain on the extinguishments of the secured convertible debentures in the second quarter of 2006, net of the gain of approximately $55,000 recognized in the second quarter of 2007 on the expired and retired on-line training liabilities.

Provision for income tax expense. For the three months ended June 30, 2007, we had a provision for income tax benefit of $37,295, as compared to $36,107 for the three months ended June 30, 2006, an increase of $1,188, or 3.29%.

Net Income. For the three months ended June 30, 2007, we had net income of $145,676, as compared to net income of $420,636 for the three months ended June 30, 2006, a decrease of $274,960 or 65.37%. The net decrease is primarily attributable to the decrease in gross profit, and the decrease in other income.

Results Of Operations For The Six Months Ended June 30, 2007, As Compared To The Six Months Ended June 30, 2006

Net revenues. For the six months ended June 30, 2007, we had net revenues of $1,802,566 as compared to net revenues of $2,077,010 for the six months ended June 30, 2006, a decrease of $274,444, or 13.21%. This decrease is due to a slight decline in hookah system sales, and absence of a comparable custom tankfill sale during the second quarter of 2007 as in the second quarter of 2006 for which approximately $400,000 was recognized. The decrease in net revenues was partially offsetby an increase in non-custom tankfill system sales.

Cost of net revenues. For the six months ended June 30, 2007, we had cost of net revenues of $1,162,273 as compared with cost of net revenues of $1,227,487 for the six months ended June 30, 2006, a decrease of $65,214, or 5.31%. Cost of revenues was down during the six months ended June 30, 2007 over the same period in 2006 consistent with the decrease in sales volume. The cost of material for the six months ended June 30, 2007 increased approximately $70,000, or 10.41% as compared to the same period in primarily for two reasons, sales mix and material cost increases. The cost of material for non-custom tankfill sales, much of the sale mix for the six months ended June 30, 2007, is higher as a percentage of net revenues than it is for custom tankfill sales that are higher in labor cost as a percentage of net revenues. Subcontract labor costs decreased approximately $200,000 or, 100% for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006 as a result of the more labor-intensive custom tankfill sale recorded during 2006. Metal and plastic costs increased the six months ended June 30, 2007 over the same period in 2006. In addition, an increase in wholesale sales, lower margin, versus retail sales for the six months ended June 30, 2007 as compared to June 30, 2006 resulted in material costs that were higher as a percentage of sales prices.

Gross profit. For the six months ended June 30, 2007, we had a gross profit of $640,293 as compared to gross profit of $849,523 for the six months ended June 30, 2006, an decrease of $209,230, or 24.63%. This decrease is primarily attributable to the decrease in net revenues for the six months ended June 30, 2007 as compared to the same period in 2006 reduced by the lesser percentage decrease in cost of revenues.

Operating expenses. For the six months ended June 30, 2007, we had total operating expenses of $506,421 as compared to total operating expenses of $520,614 for the six months ended June 30, 2006, an decrease of $14,193, or 2.73%

Other (income) expenses. For the six months ended June 30, 2007, we had other income of $4,889 as compared to other income of $46,093 for the six months ended June 30, 2006, a decrease in other income of $41,204, or 89.39%. The decrease is primarily a result of the approximately $110,000 gain on the extinguishments of the secured convertible debentures in the second quarter of 2006, net of the gain of approximately $55,000 recognized in the second quarter of 2007 on the expired and retired on-line training liabilities.

Provision for income tax expense. For the six months ended June 30, 2007, we had a provision for income tax benefit of $29,938, as compared to $36,107 for the six months ended June 30, 2006, a decrease of $6,169, or 17.09%. The decrease is primarily attributable to a change in estimate related to the deferred tax asset associated with the redemption of stock warrants.

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Net Income. For the six months ended June 30, 2007, we had net income of $168,699 as compared to $411,109 for the six months ended June 30, 2006, a decrease of $242,410, or 58.96%. The net decrease is primarily attributable to the decrease in gross profit, and the decrease in other income.

Liquidity And Capital Resources

As of June 30, 2007, we had cash and other current assets of $942,807 and current liabilities of $761,135, or a current ratio of 1.24%.

The Company anticipates that cash generated from operations should be sufficient to satisfy the Company’s contemplated requirements for it 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 June 30, 2007 is deemed adequate to maintain the Company's operations for at least the next 12 months.

Certain Business Risks

The Company is subject to various risks, which may materially harm its business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase 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 occur, 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. There is 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.

19

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

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 to support these employment functions. The loss of the services of these consultants prior to our ability to attract and retain replacements 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.

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.

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Bad Weather Conditions Could Have An Adverse Effect On Operating Results

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

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

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

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

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

ITEM 3.CONTROLS AND PROCEDURES

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer/Principal Accounting Officer has concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the end of period covered by this report.

Changes In Internal Controls

During the period covered by this report there were no changes in our internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.

21

PART II

ITEM 1.LEGAL PROCEEDINGS

None.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES

On February 22, 2007, the Company issued 4,444,000 shares of restricted common stock to GKR Associates, LLC., a related party, representing $100,000 toward the $1,200,000 total contract purchase price of real property. Notice of this transaction was provided on Form 8-K filed with the Securities and Exchange Commission on March 23, 2007.

On June 27, 2007, a warrant tranch of 7,142,857 was exercised pursuant to a Warrant dated January 1, 2005. The cashless exercise option was elected, and accordingly, 5,689,360 shares of common stock were issued on June 29, 2007.

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

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.OTHER INFORMATION

Not applicable.

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ITEM 6. 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, 2002
2.3	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, 2002
3.1	Articles of Incorporation	Incorporated by reference to Exhibit 3.05 to United Companies Corporation’s Amendment No. 1 to Form S-4 filed June 24, 2002
3.2	Bylaws	Incorporated by reference to Exhibit 3.04 to the Registration Statement on Form 10-SB
10.1	Share Exchange Agreement, dated March 23, 2004 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, 2004
10.2	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, 2004
10.3	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, 2004
10.4	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, 2004
10.7	Form of Secured Convertible Debenture	Incorporated by reference to Exhibit 10.7 to United Companies Corporation’s Registration Statement on Form SB filed July 16, 2004
10.8	Form of Warrant	Incorporated by reference to Exhibit 10.8 to United Companies Corporation’s Registration Statement on Form SB filed July 16, 2004
10.9	Standby Equity Distribution Agreement, dated 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, 2004
10.12	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, 2004
10.14	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 June 30, 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 June 30, 2005 filed May 13, 2005.

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EXHIBIT NO	DESCRIPTION	LOCATION
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 June 30, 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.
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	Incorporated by reference to Exhibit 10.26 to United Companies Corporation’s 10KSB for the year ended December 31, 2006.
10.27	Redemption Agreement - Cornell Capital Partner’s, LP Secured Convertible Debentures	Incorporated by reference to Form 8K filed on June 2, 2006

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EXHIBIT NO	DESCRIPTION	LOCATION
10.28	Agreement for Purchase and Sale of Property Between Trebor Industries, Inc. and GKR Associates, Inc. dated February 21, 2007	Incorporated by reference to Exhibit 10.28 to United Companies Corporation’s 10KSB for the year ended December 31, 2006.
10.29	First Mortgage dated February 22, 2007 between Trebor Industries, Inc. and Colonial Bank	Incorporated by reference to Exhibit 10.29 to United Companies Corporation’s 10KSB for the year ended December 31, 2006.
10.30	Note dated February 22, 2007 payable to GKR Associates, Inc.	Incorporated by reference to Exhibit 10.30 to United Companies Corporation’s 10KSB for the year ended December 31, 2006.
10.31	Second Mortgage dated February 22, 2007 between Trebor Industries, Inc. and GKR Associates, LLC	Incorporated by reference to Exhibit 10.31 to United Companies Corporation’s 10KSB for the year ended December 31, 2006.
10.32	Promissory Note dated January 1, 2007 payable to Robert M. Carmichael	Incorporated by reference to Exhibit 10.32 to United Companies Corporation’s 10KSB for the year ended December 31, 2006.
10.33	Promissory Note dated January 1, 2007 Payable to 940 Associates, Inc.	Incorporated by reference to Exhibit 10.33 to United Companies Corporation’s 10KSB for the year ended December 31, 2006.
10.35	Purchase and Sale Agreement with GKR Associates, LLC	Incorporated by reference to Form 8K filed on March 23, 2007.
31.1	Certification Pursuant to Section 3.02	Provided herewith
31.2	Certification Pursuant to Section 3.02	Provided herewith
32.1	Certification Pursuant to Section 1350	Provided herewith
32.2	Certification Pursuant to Section 1350	Provided herewith

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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:August 13, 2007	UNITED COMPANIES CORPORATION
	By:	/s/ Robert M. Carmichael
		Robert M. Carmichael
		President, Chief Executive Officer, Chief Financial Officer/ Principal Accounting Officer

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EX-31.1

EXHIBIT 31.1

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302*

I, Robert Carmichael, Chief Executive Officer, certify that:

1.I have reviewed this form 10-QSB for the quarter ended June 30, 2007, of United Companies Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Omitted;

(c)Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: August 13, 2007	By:	/s/ Robert M. Carmichael
		Name:Robert M. Carmichael
		Title:Chief Executive Officer

*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release Nos. 33-8618 and 34-52492 (March 22, 2005) because the compliance period has been extended for small business issuers.

EX-31.2

EXHIBIT 31.2

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302*

I, Robert Carmichael, Chief Financial Officer, certify that:

1.I have reviewed this form 10-QSB for the quarter ended June 30, 2007, of United Companies Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Omitted;

(c)Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: August 13, 2007	By:	/s/ Robert M. Carmichael
		Name:Robert M. Carmichael
		Title:Chief Financial Officer

*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release Nos. 33-8618 and 34-52492 (March 22, 2005) because the compliance period has been extended for small business issuers.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Companies Corporation (the “Company”) on Form 10-QSB for the quarter ended June 30, 2007 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 13, 2007	By:	/s/ Robert M. Carmichael
		Name:Robert M. Carmichael
		Title:Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to United Companies Corporation and will be retained by United Companies Corporation and furnished to the United States Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Companies Corporation (the “Company”) on Form 10-QSB for the quarter ended June 30, 2007 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 13, 2007	By:	/s/ Robert M. Carmichael
		Name:Robert M. Carmichael
		Title:Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to United Companies Corporation and will be retained by United Companies Corporation and furnished to the United States Securities and Exchange Commission or its staff upon request.