<PAGE>

                                 United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934

For the quarterly period ended October 31, 1997

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

Commission File Number: 0-21638

                         Unity First Acquisition Corp.
             (Exact name of registrant as specified in its charter)

            Delaware                                     13-3899021
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

245 Fifth Avenue, Suite 1500
New York, New York                                          10016
(Address of principal executive offices)                  (Zip Code)

                                 (212) 696-4282
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                 [X] Yes  [ ] No

               Applicable Only to Issuers Involved in Bankruptcy
                  Proceeding During the Preceding Five Years:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.                                         [ ] Yes  [ ] No

                     Applicable Only to Corporate Issuers:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     1,875,000 shares of Common Stock at December 10, 1997


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The condensed financial statements included herein have been prepared by Unity
First Acquisition Corp. (the "Company"), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. While certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, the Company
believes that the disclosures made herein are adequate to make the information
presented not misleading.



<PAGE>

                            UNITY FIRST ACQUISITION CORP.
                             (A DEVELOPMENT STAGE ENTITY)

                                    BALANCE SHEETS

================================================================================
                                        ASSETS
                                        ------

                                                                          
                                            OCTOBER 31, 1997    JULY 31, 1997
                                            ----------------    -------------
                                                (Unaudited)

Cash and cash equivalents                       $   201,309     $   266,533
Restricted cash and investments                   6,271,422       6,198,488
                                                -----------     -----------

    TOTAL ASSETS                                 $6,472,731     $ 6,465,021
                                                -----------     -----------
                                                -----------     -----------

                         LIABILITIES AND SHAREHOLDERS' EQUITY
                         ------------------------------------

LIABILITIES:
 Accrued expenses                               $    63,610     $    67,634
 Income taxes payable                                 3,604           3,575
                                                -----------     -----------

    TOTAL LIABILITIES                                67,214          71,209
                                                -----------     -----------

COMMITMENTS AND CONTINGENCIES

Common stock, $.0001 par value, 249,875 shares
   subject to possible  conversion, at 
    conversion value                              1,253,623       1,239,380
                                                -----------     -----------

SHAREHOLDERS' EQUITY:

 Preferred stock, $.01 par value, 5,000 shares
   authorized, no shares  issued or outstanding           -               -
 Common stock, $.0001 par value, 20,000,000 shares
   authorized, 1,625,125 and 625,000 shares issued
     and outstanding (excluding 249,875 shares 
      subject to possible conversion)                   163             163
 Additional paid-in capital                       5,148,389       5,162,632
 Retained earnings (deficit) accumulated 
    during the development stage                      3,342          (8,363)
                                                -----------     -----------

    TOTAL SHAREHOLDERS' EQUITY                    5,151,894       5,154,432
                                                -----------     -----------

    TOTAL LIABILITIES AND SHAREHOLDERS'  
      EQUITY                                     $6,472,731      $6,465,021
                                                -----------     -----------
                                                -----------     -----------

               See Accompanying Selected Notes to Financial Statements

<PAGE>

                              UNITY FIRST ACQUISITION CORP.
                              (a development stage entity)

                                STATEMENTS OF OPERATIONS
                                       (UNAUDITED)

================================================================================
<TABLE>
<CAPTION>

                                               FOR THE                      CUMULATIVE
                                           THREE MONTHS ENDED                 AMOUNTS
                                               OCTOBER 31,                FROM INCEPTION
                                  -----------------------------------     --------------
                                        1997               1996      
                                  ---------------     ---------------
                                  (Unaudited)         (Unaudited)

<S>                               <C>                 <C>                 <C>
REVENUES                          $     -             $    -                $   -    
                                  -------------       ----------            ---------

EXPENSES:
 General and administrative              55,956           22,500              263,445
                                  -------------       ----------            ---------

OTHER INCOME:
  Interest and dividends                 75,524            -                  278,225
                                  -------------       ----------            ---------

OPERATING INCOME (LOSS)                  19,568          (22,500)              14,780

PROVISION FOR INCOME TAXES               7,863             -                   11,438
                                  -------------       ----------            ---------

NET INCOME (LOSS)                 $      11,705       $  (22,500)           $   3,342
                                  -------------       ----------            ---------
                                  -------------       ----------            ---------

NET INCOME (LOSS) PER
 COMMON SHARE                     $         .01       $     (.04)
                                  -------------       ----------
                                  -------------       ----------

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING            1,875,000          625,000
                                  -------------       ----------
                                  -------------       ----------
</TABLE>


                 See Accompanying Selected Notes to Financial Statements

<PAGE>

                              UNITY FIRST ACQUISITION CORP.
                              (A DEVELOPMENT STAGE ENTITY)

                      STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                       FOR THE THREE MONTHS ENDED OCTOBER 31, 1997
                                       (UNAUDITED)

================================================================================
<TABLE>
<CAPTION>
                                                                         
                                                                  RETAINED EARNINGS
                                                                      (DEFICIT)   
                                                                     ACCUMULATED  
                                  COMMON STOCK       ADDITIONAL       DURING THE          
                             ---------------------    PAID-IN        DEVELOPMENT 
                               SHARES    PAR VALUE    CAPITAL           STAGE             TOTAL       
                             ----------  ---------  ------------  ------------------  ----------------

<S>                          <C>          <C>       <C>                <C>              <C>
Balance, 
 August 1, 1997              1,875,000    $  163    $5,162,632         $(8,363)          $5,154,432

Net income for the
 three months ended
 October 31, 1997                -           -          -               11,705               11,705

Increase in value
 attributable to 
 common shares
 subject to possible 
 conversion                      -           -         (14,243)            -                (14,243)
                             ---------    ------    ----------         -------           ----------
Balance, 
 October 31, 1997            1,875,000    $  163    $5,148,389         $ 3,342           $5,151,894
                             ---------    ------    ----------         -------           ----------
                             ---------    ------    ----------         -------           ----------
</TABLE>










                 See Accompanying Selected Notes To Financial Statements

<PAGE>

                              UNITY FIRST ACQUISITION CORP.
                              (a development stage entity)

                                STATEMENTS OF CASH FLOWS
                                       (UNAUDITED)

================================================================================

                                            FOR THE
                                         THREE MONTHS       CUMULATIVE
                                             ENDED            AMOUNTS
                                        OCTOBER 31, 1997   FROM INCEPTION
                                       -----------------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                $  11,705      $       3,342

CHANGES IN CERTAIN ASSETS AND LIABILITIES:
  Increase (decrease) in accrued expenses      (4,024)            88,610
  Increase in income taxes payable                 29              3,604
                                            ---------         ----------

    NET CASH PROVIDED BY OPERATING 
      ACTIVITIES                                7,710             95,556
                                            ---------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock         -             6,402,175
  Advances from affiliate                        -                95,917
  Repayment to affiliate                         -               (95,917)
  Deferred registration costs                    -               (25,000)
                                            ---------         ----------

NET CASH PROVIDED BY FINANCING 
       ACTIVITIES                                -             6,377,175
                                            ---------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  (Increase) in restricted cash and 
    investments                               (72,934)        (6,271,422)
                                            ---------         ----------

NET DECREASE (INCREASE) IN CASH AND CASH
  EQUIVALENTS                                 (65,224)           201,309

CASH AND CASH EQUIVALENTS, 
    beginning of period                       266,533               -   
                                            ---------         ----------

CASH AND CASH EQUIVALENTS, 
    end of period                            $201,309        $   201,309
                                            ---------         ----------
                                            ---------         ----------



                 See Accompanying Selected Notes to Financial Statements

<PAGE>

                              UNITY FIRST ACQUISITION CORP.
                              (A DEVELOPMENT STAGE ENTITY)

                         SELECTED NOTES TO FINANCIAL STATEMENTS

================================================================================

NOTE 1 - FINANCIAL STATEMENTS

    The financial statements have been prepared by Unity First Acquisition
    Corp. (the "Company"), without audit.  In the opinion of management, all
    adjustments (which include only normal recurring adjustments) necessary to
    present fairly the financial position, results of operations and cash flows
    at October 31,  1997 and for all periods presented have been made.  The
    results of operations for the period ended October 31, 1997 are not
    necessarily indicative of the operating results for a full year.

    Certain information and footnote disclosures prepared in accordance with
    general accepted accounting principles and normally included in the
    financial statements have been condensed or omitted.  It is suggested that
    these financial statements be read in conjunction with the financial
    statements and notes included in the Company's annual report Form 10K for
    the year ended July 31, 1997.

NOTE 2 - ORGANIZATION AND OPERATIONS

    The Company was incorporated in the State of Delaware on May 30, 1996 to
    serve as a vehicle to effect a merger, exchange of capital stock, asset
    acquisition or other similar business combination (a "Business
    Combination").  The Company is currently in the development stage.  All
    activity of the Company to date relates to its formation, fund-raising, and
    search to effect a Business Combination.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    UTILIZATION OF ESTIMATES

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reporting period.  Actual results could differ from those
    estimates.

<PAGE>

                              UNITY FIRST ACQUISITION CORP.
                              (A DEVELOPMENT STAGE ENTITY)
                                            
                         SELECTED NOTES TO FINANCIAL STATEMENTS

================================================================================

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

    NET INCOME (LOSS) PER COMMON SHARE

    Net income (loss) per common share is computed based on the weighted
    average number of common shares outstanding and common stock equivalents,
    if not anti-dilutive.

    In 1997, the Financial Accounting Standards Board issued Statement of
    Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" . 
    This statement establishes standards for computing and presenting earnings
    per share ("EPS"), replacing the presentation of currently required primary
    EPS with a presentation of Basic EPS.  For entities with complex capital
    structures, the statement requires the dual presentation of both Basic EPS
    and Diluted EPS on the face of the statement of operations.  Under this new
    standard, Basic EPS is computed based on the weighted average number of
    shares actually outstanding during the year.  Diluted EPS includes the
    effect of potential dilution from the exercise of outstanding dilutive
    stock operations and warrants into common stock using the treasury stock
    method.  SFAS No. 128 is effective for financial statements issued for
    periods ending after December 15, 1997, and early application is not
    permitted.  The Company does not expect the adoption of this statement to
    have a material effect on its financial position or on the results of
    operations.

NOTE 4 - RESTRICTED CASH AND INVESTMENTS

    The Company, pursuant to the terms of its initial public offering ("the
    Offering"), placed $6,007,500 as of November 19, 1996, in a trust account
    which was primarily invested in a short-term U.S. Government Security. 
    These funds are subject to release upon the earlier of (i) written
    notification by the Company of its need for all or substantially all of the
    net proceeds for the purpose of implementing or facilitating the
    implementation of a Business Combination or (ii) the liquidation of the
    Company.

<PAGE>

                              UNITY FIRST ACQUISITION CORP.
                              (A DEVELOPMENT STAGE ENTITY)

                         SELECTED NOTES TO FINANCIAL STATEMENTS

================================================================================

NOTE 5 - PENDING ACQUISITION

    On September 19, 1997, the Company entered into a letter of intent to
    effectuate a Business Combination with Prism Systems, Inc. ("Prism"), a
    Chicago-based computer systems integrator principally engaged in the
    development and marketing of voter registration information management
    systems for public sector use, in exchange for an approximately 80%
    interest in the Company.  The Company anticipates that the merger will be
    accounted for as a "reverse merger" which would result in Prism being
    treated as the purchaser in the transaction.  Prism will use the purchase
    method of accounting for the transaction and contemplates no resulting
    goodwill.

    Consummation of the proposed Business Combination is subject to, among
    other conditions, the negotiation and execution of a definitive merger
    agreement and approval by the Company's public stockholders.  There can be
    no assurance that the proposed Business Combination will be successfully
    consummated.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Unity First Acquisition Corp. (the "Company") was incorporated in May 1996 for
the purpose of raising money to fund a vehicle to effect a Business Combination
with an operating business.  On November 12, 1996 the Company's Registration
Statement covering 1,250,000 Units was declared effective by the Securities and
Exchange Commission.  Each Unit consists of one share of the Company's Common
Stock, one Class A Redeemable Warrant and one Class B Redeemable Warrant
(hereafter the "Units").

The Company, after the Offering, had net proceeds of approximately $6,402,000.
Approximately $6,007,500 was invested in an interest bearing Trust Fund at The
Bank of New York and the balance at the same banking institution in checking and
money market accounts.

For the three months ended October 31, 1997, the Company had net income of
$11,705 attributable to interest income of $75,524, offset by operating expenses
of $55,956, primarily consisting of management and professional fees, and income
taxes of $7,863.



<PAGE>

                          PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (A)  Exhibits

              (i) Financial Data Schedule (Exhibit 27)

         (B)  Reports on Form 8-K

              Inapplicable
<PAGE>

                                   SIGNATURES

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

                                               UNITY FIRST ACQUISITION CORP.
                                                (registrant)


Dated: December 11, 1997                       By:/s/ Lawrence Burstein
                                                  -----------------------------
                                                  Lawrence Burstein
                                                  President
                                                  (Principal Executive Officer)


                                               By:/s/ Norman Leben
                                                  -----------------------------
                                                  Norman Leben
                                                  Secretary
                                                  (Principal Financial and
                                                   Accounting Officer)