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, 2006

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	88-0374969
(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)

AVID SPORTSWEAR& GOLF CORP.

(Former Name)

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 155,687,722 shares of common stock outstanding as of August 1, 2006.

PART I

ITEM 1.FINANCIALSTATEMENTS

Financial Information

UNITED COMPANIES CORPORATION

BALANCE SHEET

JUNE 30, 2006

(UNAUDITED)

ASSETS
Current assets
Cash	$	257,116
Accounts receivable, net of $27,000 allowance for doubtful accounts		115,170
Inventory		431,787
Prepaid expenses and other current assets		46,185
Deferred tax asset, net - current		50,233
Total current assets		900,491
Fixed assets, net		30,495
Deferred tax asset, net - non-current		10,080
Other assets		6,968
Total assets	$	948,034
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	447,710
Customer deposits		40,711
Royalties payable - related party		35,719
Loan payable		266,000
Other liabilities		45,145
Billings in excess of costs and estimated earnings on uncompleted contract		28,251
Notes payable - current portion		10,267
Notes payable - related parties - current portion		20,045
Total current liabilities		893,848
Long-term liabilities
Notes payable - long-term portion		8,099
Notes payable - related parties - long-term portion		643,711
Total liabilities		1,545,658
Commitments and contingencies
Stockholders' deficit
Common stock; $0.001 par value; 250,000,000 shares authorized
155,687,722 shares issued and outstanding		155,688
Additional paid-in capital		542,480
Accumulated deficit		(1,295,792	)
Total stockholders' deficit		(597,624	)
Total liabilities and stockholders' deficit	$	948,034

See Accompanying Notes to Financial Statements

2

UNITED COMPANIES CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,					Six Months Ended June 30,
	2006			2005		2006			2005
Net revenues	$	1,374,273		$	856,721	$	2,077,010		$	1,547,063
Cost of revenues		790,807			494,120		1,227,487			986,350
Gross profit		583,466			362,601		849,523			560,713
Operating expenses
Research and development costs		190			—		3,031			5,572
Selling, general and administrative		269,189			255,393		517,583			493,685
Total operating expenses		269,379			255,393		520,614			499,257
Income from operations		314,087			107,208		328,909			61,456
Other (income) expenses
Other (income) expense		(89,208	)		21,233		(84,901	)		23,274
Interest expense		18,766			21,983		38,808			44,585
Total other (income) expenses		(70,442	)		43,216		(46,093	)		67,859
Net income (loss) before provision for income taxes		384,529			63,992		375,002			(6,403	)
Provision for income tax benefit		36,107			—		36,107			—
Net income (loss)	$	420,636		$	63,992	$	411,109		$	(6,403	)
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		151,775,587			116,036,285		147,031,438			115,266,779
Diluted weighted average common
shares outstanding		183,279,595			116,036,285		250,000,000			115,266,779

See Accompanying Notes to Financial Statements

3

UNITED COMPANIES CORPORATION

STATEMENT OF STOCKHOLDERS' DEFICIT

	Common Stock				Additional Paid-in			Commitment Fees Related to Standby Equity Distribution			Accumulated			Total Stockholders'
	Shares		Amount		Capital			Agreement			Deficit			Deficit
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		12,500,000		12,500		17,500			—			—			30,000
Amortization of commitment fees related to Standby Equity Distribution Agreement		—		—		(35,753	)		35,753			—			—
Consulting expense recognized for stock warrants issued in conjunction with the consulting agreement effective January, 2005		—		—		25,910			—			—			25,910
Net loss		—		—		—			—			(9,527	)		(9,527	)
Balance, March 31, 2006 (Unaudited)		148,970,677		148,971		624,146			(50,452	)		(1,716,428	)		(993,763	)
Conversion of Secured Convertible Debenture to common stock pursuant to the Securities Purchase Agreement dated April 4, 2004		6,717,045		6,717		52,393			—			—			59,110
Amortization of commitment fees related to Standby Equity Distribution Agreement		—		—		(50,452	)		50,452			—			—
Consulting expense recognized for stock warrants issued in conjunction with the consulting agreement effective January, 2005		—		—		25,910			—			—			25,910
Extinguishment of Secured Convertible Debentures on June 2, 2006		—		—		(109,517	)		—			—			(109,517	)
Net income		—		—		—			—			420,636			311,119
Balance, June 30, 2006 (Unaudited)		155,687,722	$	155,688	$	651,997		$	—		$	(1,295,792	)	$	(597,624	)

See Accompanying Notes to Financial Statements

4

UNITED COMPANIES CORPORATION

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities:
Net income (loss)	$	411,109		$	(6,403	)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization		17,223			28,021
Stock based compensation		51,820			51,821
Change in deferred tax asset		(36,107	)		—
Gain on extinguishment of secured convertible debentures		(109,517	)		—
Loss on disposal of fixed assets		—			2,941
Changes in operating assets and liabilities:
Change in accounts receivable, net		(62,552	)		(33,535	)
Change in inventory		92,700			41,303
Change in prepaid expenses and other current assets		(122,819	)		(44,391	)
Change in other assets		—			8,198
Change in accounts payable and accrued liabilities		853			(38,774	)
Change in lease payable - related party		(18,950	)		—
Change in customer deposits		(88,420	)		27,861
Change in billings in excess of costs and estimated
earnings on uncompleted contract		28,251			—
Change in other liabilities		12,485			12,382
Change in royalties payable - related parties		18,154			—
Net cash provided by operating activities		194,230			49,424
Cash flows from investing activities:
Proceeds from sale of fixed asset		—			17,434
Purchase of fixed assets		—			(4,154	)
Net cash provided by investing activities		—			13,280
Cash flows from financing activities:
Change in due to related parties		—			4,484
Proceeds from borrowings on notes payable - related parties		—			8,012
Proceeds from borrowings on loan payable		266,000
Principal payments on notes payable		(4,911	)		(25,870	)
Principal payments on notes payable - related parties		(18,048	)		(7,748	)
Principal payments on secured convertible debentures		(210,500	)		—
Net cash provided (used) by financing activities		32,541			(21,122	)
Net change in cash		226,771			41,582
Cash, beginning of period		30,345			2,328
Cash, end of period	$	257,116		$	43,910
Supplemental disclosure of cash flow information:
Cash paid for interest	$	67,711		$	17,575
Cash paid for income taxes	$	—		$	—
Supplemental disclosure of non-cash financing activities
Conversion of Convertible Debenture into Stock as provided
in Stock Purchase Agreement	$	89,110		$	20,000
Amortization of loan fees related to Standby Equity
Distribution Agreement	$	86,205		$	71,904
Common stock issued/revalued/redeemed for other receivable	$	—		$	(207,143	)

See Accompanying Notes to Financial Statements

5

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

6

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 three months ended June 30, 2006 and 2005 was $12,758, and $11,026, respectively. Advertising and trade show expense incurred for the six months ended June 30, 2006 and 2005 was $21,088, and $24,789, respectively.

7

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

As of June 30, 2006, the Company has available a net operating loss carryforward that will expire in 2024. The Company has established a valuation allowance for 25% of the tax benefit of the operating loss carryover due to the uncertainty regarding realization.

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

Stock-based compensation– 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 the three or six months ended June 30, 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, 2006 since their effect was dilutive.

8

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

New accounting pronouncements– 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.

In December 2004, the FASB issued SFAS No. 123 revised, Accounting for Stock-Based Compensation. Under SFAS No. 123 revised, the Company will measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period the employee is required to provide service in exchange for the award. SFAS No. 123 revised, replaces SFAS No.123, and supersedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. In addition, SFAS No. 123 revised amends SFAS No. 95, Statement of Cash Flows, to require that excess tax benefits be reported as financing cash inflow rather than as a reduction of taxes paid. The Company elected early adoption of SFAS No. 123 during the year ended December 31, 2004 without significant financial impact. Previously, the Company had applied APB Opinion No. 25, in accounting for stock-based compensation to employees. For stock options and warrants issued to non-employees, the Company was applying SFAS No. 123, Accounting for Stock-Based Compensation, which requires the recognition of compensation cost based upon the fair value. Fair value is measured based on whichever is more reliable, the cost of the good or service, or the fair value of the equity instrument issued. SFAS No. 123 revised did not change the accounting treatment as it relates to non-employee compensation based equity awards issued.

9

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

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

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

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

2.INVENTORY

Inventory consists of the following as of June 30, 2006:

Raw materials	$	102,525
Work in process		—
Finished goods		329,262
	$	431,787

3.PREPAID EXPENSE AND OTHER CURRENT ASSETS

Prepaid expense and other current assets totaling $141,989 at June 30, 2006, consists of $22,119 of prepaid insurance, tradeshow, advertising and software maintenance expenses, and $119,870 of prepaid deposits on inventory.

4.FIXED ASSETS

Fixed assets consists of the following as of June 30, 2006:

Furniture, vehicles, and equipment	$	212,324
Leasehold improvements		7,000
		219,324
Less: accumulated depreciation and amortization		(188,829	)
	$	30,495

10

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5.  CUSTOMER CREDIT CONCENTRATIONS

Sales to Brownie’s Southport Diver’s, Inc. for the three months ended June 30, 2006 and 2005 represented 13.96% and 16.39%, respectively, of total Company Net revenues. Sales to Marlena Shadow for the three months ended June 30, 2006 and 2005 represented 29.24% and 0%, respectively, of total Company Net revenues. Sales to Brownie’s Southport Diver’s, Inc. for the six months ended June 30, 2006 and 2005 represented 16.88% and 16.39%, respectively, of total Company Net revenues. Sales to Marlena Shadow for the six months ended June 30, 2006 and 2005 represented 19.35% and 0%, respectively, of total Company Net revenues. Sales to no other customer represented greater than 10% of Net revenues for the three and six months ended June 30, 2006 and 2005. Brownie’s Southport Diver’s Inc. is owned by the brother of Robert Carmichael, the Company’s Chief Executive Officer, as further discussed in Note 6 - RELATED PARTY TRANSACTIONS.

6.RELATED PARTY TRANSACTIONS

Notes payable – related parties– Notes payable – related parties consists of the following as of June 30, 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.	$	443,966
Promissory note payable to an entity owned by the Company’s Chief Executive Officer, unsecured, bearing interest at 10% per annum, due in monthly principal and interest payments of $1,802, maturing on March 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.		203,749
Promissory 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.		16,041
		663,756
Less amounts due within one year		20,045
Long-term portion of Notes payable - related parties	$	643,711

As of June 30, 2006, principal payments on the Notes payable - related parties are as follows:

2006	$	13,360
2007		8,900
2008		4,769
2009		5,268
2010		631,459
	$	663,756

11

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 three months ended June 30, 2006 and 2005, was $222,012 and $116,605, respectively. Combined revenue from these entities for the six months ended June 30, 2006 and 2005, was $399,773 and $429,384, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc. and Brownie’s Palm Beach Divers at June 30, 2006 was $0 and $2,045, respectively.

Royalties– The Company has Non-Exclusive License Agreements with an entity that the Company’s Chief Executive Officer has an ownership interest to license product patents it owns. Based on the agreements with the entity, the Company pays royalties ranging from $1.00 to $50.00 per licensed products sold, with rates increasing 5% annually. With the same entity, the Company has a Non-Exclusive License Agreement to license a trademark of products owned by the entity. 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 an entity owned by the Company’s Chief Executive Officer to license product patents it owns. Previous agreements in effect with this entity were renegotiated and new agreements were entered into effective January 1, 2005. Under the terms of the agreements, the Company pays the other related entity $2.00 per licensed product sold, rates increasing 5% annually. With the same entity, 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 the agreement, the Company pays the entity 2.5% of gross revenues per quarter, with a 66% royalty fee discount period through December 31, 2006, after which time the royalty rate will return to 100%. In addition, the agreement provides for a $600 advertising credit per month against the royalties due quarterly. At December 31, 2006, whatever cumulative portion of the advertising credit the Company has not used for advertising, if any, will become due and payable to the related party entity as royalty.

Total royalty expense for the above agreements for the three months ended June 30, 2006 and 2005, was $10,179 and $4,373, respectively. Total royalty expense for the above agreements for the six months ended June 30, 2006 and 2005, was $18,154 and $9,110, respectively. As of June 30, 2006, the Company was in arrears on royalty payments by $25,540 in addition to the royalty amounts due for the second quarter of 2006. On July 15, 2006, all royalties current and in arrears, totaling $35,719, were paid.

Lease Expense – The Company leases its facility from an entity in which the Chief Executive Officer has an ownership interest. For the three months ended June 30, 2006 and 2005, lease expense was $30,475, and $30,475, respectively. For the six months ended June 30, 2006 and 2005, lease expense was $60,950, and $60,950, respectively.

7.BILLINGS IN EXCESS OF COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACT

Billings in excess of costs and estimated earnings on uncompleted contract consists of the following as of June 30, 2006:

Costs incurred on uncompleted contract	$	195,471
Estimated earnings		206,358
		401,829
Less: billings to date		430,080
Billings in excess of costs and estimated earnings on uncompleted contract	$	(28,251	)

12

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8.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.

9.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.

10.OTHER LIABILITIES

Other liabilities totaling $45,145 as of June 30, 2006, consists of $31,645 on-line training liability, and $13,500 related to a notice of amount due from a government agency discussed below.

On July 8, 2005, the Company received a notice of delinquency and amount due associated with a settlement the Company had with a government agency for payment of a fine. On June 28, 2005 the Company made the last payment due under the settlement agreement of $24,000. Pursuant to the settlement agreement, if all payments were not made strictly in accordance with the payment schedule then the amount due would revert back to the original assessed amount of $37,500. No notice of default or official change in amount due was received prior to this notice request.

The notice of delinquency asserts that the amount now due by the Company is $28,133. The Company is currently in the process of investigating the assertion of the amount due as it feels there is no basis for the total assessment. The Company has requested abatement of the total additional amount shown due and is awaiting resolution. However, based on receipt of this notice, the Company recorded an other liability in the amount of $13,500 (the $37,500 original assessment less the $24,000 settlement amount paid). See Note 16. SUBSEQUENT EVENTS regarding notice acknowledging satisfaction in full of this 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.

13

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11.  NOTES PAYABLE

Notes payable consists of the following as of June 30, 2006:

Promissory note payable secured by a vehicle of the Company having a carrying value of $6,486 at June 30, 2006, bearing interest at 10.16% per annum, due in monthly principal and interest payments of $553, maturing on October 28, 2007.	$	8,246
Promissory note payable secured by a vehicle of the Company having a Carrying value of $9,946 at June 30, 2006, bearing no interest, due in monthly principal and interest payments of $349, maturing on November 14, 2008.		10,120
		18,366
Less amounts due within one year:		10,267
Long-term portion of Notes payable	$	8,099

As of June 30, 2006, principal payments on the Notes payable are as follows:

2006	$	5,057
2007		9,471
2008		3,838
	$	18,366

12.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.

14

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

12. SECURED CONVERTIBLE DEBENTURES (continued)

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.

The following table represents conversions by Cornell Capital Partners, L.P. under the terms of the Secured Convertible Debentures from inception through June 30, 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 Shares
February 15, 2005		March 3, 2005	$	10,000		0.0128		781,250
March 8, 2005		March 24, 2005		10,000		0.0082		1,219,512
June 21, 2005		July 15, 2005		10,000		0.0028		3,571,429
August 3, 2005		September 13, 2005		10,000		0.0025		4,000,000
September 19, 2005		September 19, 2005		10,000		0.0046		2,173,913
October 19,2005		October 19, 2005		10,000		0.0026		3,773,585
November 14, 2005		November 14, 2005		10,000		0.0023		4,347,826
December 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 June 30, 2006 for restricted common stock:

Conversion Notice Date	Date of Conversion		Conversion $ Amount		Conversion $ Per Share Price		Number of Shares
January 6, 2006		February 2, 2006	$	10,000		0.0016		6,250,000
February 10, 2006		March 7, 2006		10,000		0.0032		3,125,000
March 1, 2006		March 7,2006		10,000		0.0032		3,125,000
May 3, 2006		May 24,2006		59,100		0.0088		6,717,045
			$	89,100				19,217,045

15

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 to retire on 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 six months ended June 30, 2006, the Company recognized $25,910 and $51,820, respectively, as compensation expense related to the stock options. As of June 30, 2006, the rights to exercise 21,428,571 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 three months ended June 30, 2006, and 2005, total rent expense for the leased facility was $30,475 and $30,475, respectively. For the six months ended June 30, 2006, and 2005, total rent expense for the leased facility was $60,950 and $60,950, 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.

16

UNITED COMPANIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

14. COMMITMENTS AND CONTINGENCIES (continued)

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

Future minimum lease payments required under the property lease and the equipment lease as of June 30, 2006, are as follows:

2006	$	61,755
2007		125,878
2008		125,878
2009		124,552
2010		121,900
Thereafter		284,433
	$	844,396

15.INCOME TAXES

The net deferred tax asset at June 30, 2006 was $60,313 and is recorded as $50,233 in current assets, and $10,080 in non-current assets. At June 30, 2006, the Company had a federal operating loss carryforward of $315,057. This operating loss carryforward is available to offset future taxable income over the next nineteen years. The Company anticipates utilization of approximately $42,000 of the net operating loss carryforward for the year ended 2005 and $231,858 for the year ended 2006. Due to a change in management’s estimate of the utilization of the net operating loss carryforward at the end of 2005, the valuation allowance was decreased from $50,052 (100% of the 2004 net deferred tax asset) in 2004 to $24,206 (50% of the 2005 net deferred tax asset) in 2005. Based on higher than anticipated profits in the second quarter of 2006, management accelerated its estimate of the utilization of the net operating loss carryforward and accordingly has reduced the valuation allowance further from $24,206 at March 31, 2006 to $20,104 which represents 25% of the net deferred tax asset at June 30, 2006. In assessing the likelihood of the utilization of existing deferred tax assets, management has considered the historical results of operations and the current operating environment. As of June 30, 2006, Management believes, that future taxable income will be sufficient to utilize the net deferred tax asset of $60,313. The change of the net deferred tax asset from March 31, 2006 to June 30, 2006 was an increase of $36,107.

16.SUBSEQUENT EVENTS

On July 15, 2006, all royalties current and in arrears, totaling $35,719, were paid.

On July 18, 2006 the Company received a follow-up notice from the governmental agency that had earlier sent a notice of further amount due under a settlement agreement as discussed in Note 10. OTHER LIABILITIES. The notice acknowledged that the Company has fully paid its debt under the original agreement and that the government agency now considers the case close. Accordingly, on July 18, 2006 the Company wrote off the $13,500 contingency provision it had established with regard to this matter.

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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, 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 (referred to herein as “Trebor”), and Robert Carmichael. Pursuant to the Share Exchange Agreement, Mr. Carmichael exchanged 377 shares of common stock, par value $1.00 per share, of Trebor, which constituted all of the issued and outstanding shares of capital stock of Trebor, for 95,000,000 shares of common stock, par value $0.001 per share, of United. Pursuant to the Share Exchange Agreement, Trebor became a wholly-owned subsidiary of United.

Through Trebor, 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 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. United had been seeking potential operating businesses and business opportunities, with the intent to acquire or merge with such businesses.

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

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

18

On April 2, 2004, we issued a Secured Convertible Debenture to Cornell Capital Partners, LP in the principal amount of $250,000. On April 2, 2004, we also entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP. On July 23, 2004, we issued a second Secured Convertible Debenture to Cornell Capital Partners, LP. in the principal amount of $125,000. On April 2, 2006, the first Secured Convertible Debenture having an outstanding principal balance of $144,610 matured.

On June 2, 2006, the Company entered into a Redemption Agreement with Cornell Capital Partners, LP. whereby the Company fully satisfied the outstanding balance of the Secured Convertible Debentures and terminated the Standby Equity Distribution Agreement. The total amount paid Cornell Capital Partners, LP. 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 the extinguishment of the Secured Convertible Debentures attributable to the intrinsic value of the embedded conversion feature. 

Financial Performance

United has a history of losses. Trebor acquired by share exchange on March 23, 2004, has historically had both profitable and unprofitable years. For the years ended December 31, 2005 and 2004, United sustained losses of $96,310 and $510,922, respectively, which includes United’s wholly-owned subsidiary Trebor. For the three and six months ended June 30, 2006, United had a net income of $420,636 and $411,109, respectively.

Results Of Operations For The Three Months Ended June 30, 2006, As Compared To The Three Months Ended June 30, 2005

Net revenues. For the three months ended June 30, 2006, we had net revenues of $1,374,273, as compared to net revenues of $856,721 for the three months ended March 31, 2005, an increase of $517,552 or 60.41%. This increase is primarily attributable to several factors occurring in the second quarter of 2006: we recognized approximately $400,000 of a contract sale for a dive system with hyperbaric support, there was an overall increase in both tankfill system and hookah system sales, and price increases instituted in the third and fourth quarter of 2005 carried over into the second quarter of 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. Non-custom tankfill system increases are mainly attributed to our standalone presence at several boat shows toward the end of 2005 where many new and old contacts were made and renewed (in earlier years shared booth space with a Brownie dealer resulted in shared tankfill revenues), three 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 through brand loyal customers.

Cost of net revenues. For the three months ended June 30, 2006, we had cost of net revenues of $790,807, as compared with cost of net revenues of $494,120 for the three months ended June 30, 2005, an increase of $296,687 or 60.04%. This increase during the three months ended June 30, 2006 over the same period in 2005 is consistent with the increase in net revenues. The increase is comprised of an increase in material costs of $124,184, an increase in other contract expenses of $122,326, an increase in subcontract expenses of $12,279, an increase in shop supplies of $9,024, an increase in factory payroll of $6,498, an increase in freight in of $12,660, and a net increase in other cost of revenues of $9,696.

Gross profit. For the three months ended June 30, 2006, we had a gross profit of $583,466, as compared to gross profit of $362,601 for the three months ended June 30, 2005, an increase of $220,865 or 60.91%. This increase is primarily attributable to an increase in net revenues for the three months ended June 30, 2006.

Operating expenses. For the three months ended June 30, 2006, we had total operating expenses of $269,379, as compared to total operating expenses of $255,393 for the three months ended June 30, 2005, an increase of $13,986 or 5.48%.

Other (income) expenses. For the three months ended June 30, 2006, we had other income of $70,442, as compared to other expenses of $43,216 for the three months ended June 30, 2005, an increase in other income of $113,658 or 263.00%. This increase is primarily attributable to the $109,517 gain on the extinguishment of the secured convertible debentures.

Provision for income tax benefit. For the three months ended June 30, 2006, we had provision for income tax benefit of $36,107, as compared to $0 for the three months ended June 30, 2005, an increase of $36,107. The increase is primarily attributable to a 75% reduction in the reserve, from a 100% reserve to a 25% reserve, against the deferred tax asset. The deferred tax asset is comprised primarily of net operating loss (NOL) carryforwards. The reserve originated due to the uncertainty of recognition of the NOL carryforwards. Based on the profitable results in the second quarter of 2006 and management’s judgment regarding the probability of recognition of the NOL carryforward, management adjusted the reserve downward, resulting in the $36,107 tax benefit for the three months ended June 30, 2006.

19

Net Income. For the three months ended June 30, 2006, we had net income of $420,636, as compared to a net income of $63,992 for the three months ended June 30, 2005, an increase of $356,644 or 557.33%. The increase is primarily attributable to the increase in net revenues and the gain on the extinguishment of the secured convertible debentures for the three months ended June 30, 2006.

Results Of Operations For The Six Months Ended June 30, 2006, As Compared To The Six Months Ended June 30, 2005.

Net revenues. For the six months ended June 30, 2006, we had net revenues of $2,077,017 as compared to net revenues of $1,547,063 for the six months ended June 30, 2005, an increase of $529,947or 34.26%. This increase is primarily attributable to several factors occurring during the six months ended June 30, 2006: we recognized approximately $400,000 of a contract sale for a dive system with hyperbaric support, there was an overall increase in both tankfill system and hookah system sales, and price increases instituted in the third and fourth quarter of 2005 carried over into the second quarter of 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. Non-custom tankfill system increases are mainly attributed to our standalone presence at several boat shows in late 2005 where many new and old contacts were made and renewed (in earlier years shared booth space with a Brownie dealer resulted in shared tankfill revenues), three 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 through brand loyal customers.

Cost of revenues. For the six months ended June 30, 2006, we had cost of revenues of $1,227,487 as compared with cost of revenues of $986,350 for the six months ended June 30, 2005, an increase of $241,137 or 24.45%. This increase during the six months ended June 30, 2006 over the same period in 2005 is consistent with the increase in net revenues. The increase is comprised of an increase in material costs of $74,981, an increase in other contract expenses of $122,326, an increase in subcontract expenses of $10,262, an increase in shop supplies of 10,886, an increase in factory payroll of $10,330, and an increase in other cost of revenues of $12,372.

Gross profit. For the six months ended June 30, 2006, we had a gross profit of $849,523, as compared to gross profit of $560,713 for the comparable period in 2005, an increase of $288,810 or 51.51%. This increase is primarily attributable to an increase in net revenues for the six months ended June 30, 2006.

Operating expenses. For the six months ended June 30, 2006, we had total operating expenses of $520,614, as compared to total operating expenses of $499,257 for the six months ended June 30, 2005, an increase of $21,357 or 4.28%.

Other (income) expenses. For the six months ended June 30, 2006, we had other income of $46,093, as compared to other expenses of $67,859 for the six months ended June 30, 2005, an increase in other income of $113,952 or 167.92%. This increase is primarily attributable to the $109,517 gain on the extinguishment of the secured convertible debentures.

Provision for income tax benefit. For the six months ended June 30, 2006, we had provision for income tax benefit of $36,107, as compared to $0 for the six months ended June 30, 2005, an increase of $36,107. The increase is primarily attributable to a 75% reduction in the reserve, from a 100% reserve to a 25% reserve, against the deferred tax asset. The deferred tax asset is comprised primarily of net operating loss (NOL) carryforwards. The reserve originated due to the uncertainty of recognition of the NOL carryforwards. Based on the profitable results in the second quarter of 2006 and management’s judgment regarding the probability of recognition of the NOL carryforward, management adjusted the reserve downward, resulting in the $36,107 tax benefit for the six months ended June 30, 2006.

Net income. For the six months ended June 30, 2005, we had net income of $411,109, as compared to a $6,403 net loss for the six months ended June 30, 2005, an increase of $417,512 or 6,520.57%. The increase is primarily attributable to the increase in net revenues and the gain on the extinguishment of the secured convertible debentures for the six months ended June 30, 2006.

Liquidity And Capital Resources

As of June 30, 2006, we had cash and other current assets of $900,491. As of June 30, 2006, we had current liabilities of $893,848, consisting of accounts payable and accrued liabilities of $447,710, loan payable of $266,000, customer deposits of $40,711, other liabilities of $45,145, royalties payable - related parties of $35,719, billings in excess of costs and estimated earnings on uncompleted contracts of $28,521, notes payable - current portion of $10,267, notes payable - current portion - related parties of $20,045. As of June 30, 2006, we had a working capital surplus of $6,643.

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On April 2, 2004, we entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP. As of June 30, 2006, we had not taken any advances under the Standby Equity Distribution Agreement. As part of the redemption of the Secured Convertible Debentures as discussed below, the Company terminated on June 2, 2006 the Standby Equity Distribution Agreement.

On April 2, 2004, we 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 our common stock as 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 United’s option, the Secured Convertible Debenture was payable in cash or convertible 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 Agreement, Cornell Capital Partners, LP was not entitled to convert such Secured Convertible Debenture for a number of shares of common stock of United in excess of that number of shares which, upon giving effect to such conversion, would cause the aggregate number of shares of common stock beneficially held by such holder and its affiliated to exceed 4.99% of the outstanding shares of common stock of United. On July 23, 2004, we issued a second Secured Convertible Debenture in the principal amount of $125,000, with the same terms and conditions as the Secured Convertible Debenture issued on April 2, 2004, as described above. On April 2, 2006, the first Secured Convertible Debenture having an outstanding principal balance of $144,610 matured and was neither redeemed in shares, nor paid off.

On June 2, 2006, the Company fully satisfied the outstanding balance of the Secured Convertible Debentures. The Redemption Agreement terminated the Standby Equity Distribution Agreement as discussed above. The total amount paid Cornell Capital Partners, LP 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.

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.

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.

We Have Historically Lost Money And Losses May Continue In The Future

On March 23, 2004, United entered into a share exchange transaction with Trebor Industries, Inc., d/b/a Brownie’s Third Lung and Robert Carmichael. Pursuant to this share exchange transaction, United acquired all of the issued and outstanding capital stock of Trebor and Trebor became a wholly owned subsidiary of United. Trebor Industries designs, manufactures and sells surface-supplied air units for the recreational diving industry. United has a history of losses. Historically, Trebor has had both profitable and unprofitable years. As of June 30, 2006, we had an accumulated deficit of $1,295,792. For the six months ended June 30, 2006, we had a net income of $411,109. For the year ended December 31, 2005 we incurred a net loss of $96,310. For the year ended December 31, 2004 we incurred a net loss of $510,922.

If we are not successful in maintaining profitable operations, we may not be able to attract sufficient capital to continue our operations. Our inability to obtain adequate financing will result in the need to curtail business operations and will likely result in a lower stock price.

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We May Need To Raise Additional Capital To Finance Operations

As of June 30, 2006 we had $257,116 of cash on hand and our total current assets were $900,491. Our current liabilities were $893,848 as of June 30, 2006. We may need to raise additional capital to fund our anticipated operating expenses. Among other things, external financing may be required to cover our operating costs. Unless we obtain and maintain profitable operations, it is unlikely that we will be able to secure additional financing from external sources. As of August 1, 2006, we estimate that we will require $1 million to fund our anticipated operating expenses for the next twelve months if we maintain sales growth at the same rate. To step up sales growth at a more aggressive rate, we would require approximately $1.5 to $2.5 million to fund our anticipated operating expenses for the next twelve months. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price. Our inability to obtain adequate financing will result in the need to curtail business operations and you could lose your entire investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

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 in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are stock:

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

·That are not traded on a “recognized” national exchange;

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

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

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

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We Could Fail To Attract Or Retain Key Personnel

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.

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 closing 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. As of June 30, 2006, 21,428,571 warrants had vested with none being exercised.

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.

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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.

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.

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ITEM 3.CONTROLS AND PROCEDURES

(A)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 of period covered.

(B)Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the Company’s last fiscal quarter, the Company’s Principal Executive Officer/Principal Financial Officer has determined that there are no changes to the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

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PART II

ITEM 1.LEGAL PROCEEDINGS

None

ITEM 2.CHANGES IN SECURITIES AND USE OF PROCEEDS

On February 14, 2006, Cornell Capital Partners LP was issued 6,250,000 shares of 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 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.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

On April 2, 2006, the first Secured Convertible Debenture due to Cornell Capital Partners, LP having an outstanding principal balance of $144,610 matured. On June 2, 2006, the Company fully satisfied the outstanding balance on the Secured Convertible Debentures. The Redemption Agreement also terminated the Standby Equity Distribution Agreement. The total amount paid Cornell Capital Partners, LP 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).

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, Lists And Reports On Form 8-K

(a)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
10.5	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, 2004
10.6	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, 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
10.10	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, 2004

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EXHIBIT NO. DESCRIPTION LOCATION

10.11	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, 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
10.13	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, 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 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.
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.

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EXHIBIT NO. DESCRIPTION LOCATION

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, 2005 filed March 30, 2006.
10.27	Redemption Agreement - Cornell Capital Partners, LP Secured Convertible Debentures	Incorporated by reference to Exhibit 10.27 to Current Report on Form 8-K filed on June 2, 2006.
31.1	Certification Pursuant to Section 302	Provided herewith
31.2	Certification Pursuant to Section 302	Provided herewith
32.1	Certification Pursuant to Section 1350	Provided herewith
32.2	Certification Pursuant to Section 1350	Provided herewith

(b)Reports On Form 8-K.

We filed a Current Report on Form 8-K on June 2, 2006 with respect to Item 1.01 - Entry into a Material Definitive Agreement as referenced to in Exhibit No. 10.27.

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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 11, 2006	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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