<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 April 30, 1998

                                       or

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

Commission File Number:  0-21683

                          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 or 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 June 10, 1998


<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

                                          April 30, 1998      July 31, 1997
                                            (Unaudited)

Cash and cash equivalents                  $   39,343          $  266,533
Restricted cash and investments             6,415,845           6,198,488
                                           ----------          ----------

     TOTAL ASSETS                          $6,455,188          $6,465,021
                                           ==========          ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
 Accrued expenses                          $   93,266          $   67,634
 Income taxes payable                           3,400               3,575
                                           ----------          ----------

TOTAL LIABILITIES                              96,666              71,209
                                           ----------          ----------

COMMITMENTS AND CONTINGENCIES

Common stock, $.0001 par value, 249,875
  shares subject to possible  conversion,
  at conversion value                       1,282,608           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 shares issued
 and outstanding (excluding 249,875 shares
 subject to possible conversion)                  163                 163
Additional paid-in capital                  5,119,404           5,162,632
Retained earnings (deficit) accumulated
 during the development stage                 (43,653)             (8,363)
                                           ----------          ----------

     TOTAL SHAREHOLDERS' EQUITY             5,075,914           5,154,432
                                           ----------          ----------

TOTAL LIABILITIES AND SHAREHOLDERS'
    EQUITY                                 $6,455,188          $6,465,021
                                           ==========          ==========

                   See Selected Notes to Financial Statements


                                        1
<PAGE>
<TABLE> 
<CAPTION>

                                                     UNITY FIRST ACQUISITION CORP.
                                                      (A DEVELOPMENT STAGE ENTITY)

                                                        STATEMENTS OF OPERATIONS
                                                              (UNAUDITED)
==============================================================================================================================

                                           For The                      For The              Cumulative
                                       Nine Months Ended           Three Months Ended          Amounts
                                           April 30,                    April 30,           From Inception
                                   ------------------------      ------------------------   --------------
                                     1998           1997            1998          1997   
                                   ---------      ---------      ---------      ---------
<S>                                <C>            <C>            <C>            <C>            <C>
REVENUES                           $     -        $     -        $     -        $     -        $     -   
                                   ---------      ---------      ---------      ---------      ----------
EXPENSES:
 General and administrative          236,265        136,421        126,165         57,714         443,754
                                   ---------      ---------      ---------      ---------      ----------

OTHER INCOME:
  Interest and dividends             222,268        150,454         72,674         82,756         424,969
                                   ---------      ---------      ---------      ---------      ----------

OPERATING (LOSS) INCOME              (13,997)        14,033        (53,491)        25,042         (18,785)

PROVISION FOR INCOME TAXES            21,293          5,000         12,325          8,800          24,868
                                   ---------      ---------      ---------      ---------      ----------

NET (LOSS) INCOME                  $ (35,290)     $   9,033      $ (65,816)     $  16,242      $  (43,653)
                                   =========      =========      =========      =========      ==========

BASIC NET (LOSS) INCOME PER
 COMMON SHARE                      $    (.02)     $     .01      $    (.04)     $     .01
                                   =========      =========      =========      =========

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING         1,875,000      1,375,000      1,875,000      1,875,000
                                   =========      =========      =========      =========
</TABLE>

                        See Selected Notes to Financial Statements


                                                                   2
<PAGE>
<TABLE>
<CAPTION>
                             UNITY FIRST ACQUISITION CORP.
                             (A DEVELOPMENT STAGE ENTITY)

                      STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                         FOR THE NINE MONTHS ENDED APRIL 30, 1998
                                     (UNAUDITED)
==========================================================================================
                                                           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 loss for the
 nine months ended
 April 30, 1998                 -         -                -      (35,290)       (35,290)

Increase in value
 attributable to 
 common shares
 subject to possible 
 conversion                     -         -         (43,228)            -        (43,228)
                        ---------     -----      ----------      --------     ----------
Balance,
 April 30,1998          1,875,000     $ 163      $5,119,404      $(43,653)    $5,075,914
                        =========     =====      ==========      ========     ==========

</TABLE>


                          See Selected Notes To Financial Statements

<PAGE>
<TABLE>
<CAPTION>
                                    UNITY FIRST ACQUISITION CORP.
                                    (A DEVELOPMENT STAGE ENTITY)

                                      STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)

                                                     For The
                                                   Nine Months
                                                      Ended             Cumulative
                                                  April 30, 1998          Amounts
                                             ------------------------  from Inception
                                               1998           1997     --------------
                                             ---------     ----------
<S>                                          <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                          $ (35,290)     $   9,033    $  (43,653)

CHANGES IN CERTAIN ASSETS AND LIABILITIES:
  Increase in accrued expenses                  25,632         67,068       118,237
  (Decrease) increase in income taxes payable     (175)         5,000         3,429
                                             ---------     ----------    ----------
NET CASH (USED IN) PROVIDED BY OPERATING 
  ACTIVITIES                                    (9,833)        81,101        78,013
                                             ---------     ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock             -      6,402,112     6,402,175
  Advances from affiliate                            -         55,417        95,917
  Repayment to affiliate                             -        (95,917)      (95,917)
  Deferred registration costs                        -              -       (25,000)
                                             ---------     ----------    ----------

NET CASH PROVIDED BY FINANCING 
  ACTIVITIES                                         -      6,361,612     6,377,175
                                             ---------     ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  (Increase) in restricted cash and
     investments                              (217,357)    (6,149,649)   (6,415,845)
                                             ---------     ----------    ----------

NET (DECREASE) INCREASE IN CASH AND 
 CASH  EQUIVALENTS                            (227,190)       293,064        39,343

CASH AND CASH EQUIVALENTS, 
    beginning of period                        266,533            563             -
                                             ---------     ----------    ----------

CASH AND CASH EQUIVALENTS, 
    end of period                            $  39,343     $  293,627    $   39,343
                                             =========     ==========    ==========
</TABLE>

                    See  Selected Notes to Financial Statements

                                         4
<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 April 30,  1998 and for all periods presented have been made.  The results
   of operations for the period ended April 30, 1998 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.



                                          5
<PAGE>

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

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

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.


























                                          6
<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.  In December 1997, the Company elected not to proceed with
   the proposed Business Combination as a consequence of the inability of the
   parties to agree upon the terms of a definitive Business Combination
   Agreement.

   On January 19, 1998, the Company entered into a letter of intent to
   effectuate a Business Combination with Boston Optical Fiber, Inc., a producer
   of plastic optical fiber for use in computer networks, local access
   communications, office networks and industrial controls, as well as in
   medical devices such as endoscopes and fiber optic probes, in exchange for an
   approximately 62.5% equity interest in the Company.  The Company elected not
   to proceed with the proposed Business Combination as a consequence of the
   inability of the partners to agree upon the terms of a definitive Business
   Combination agreement.  

   On May 7, 1998, the Company entered into a letter of intent to effectuate a
   Business Combination with Worlds Inc., a developer of three-dimensional
   ("3D") Internet technology for different markets.  The acquisition, if
   consummated, calls for each share of Worlds Inc., common stock being
   converted into .357 shares of the Company's common stock.

   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.


                                          7
<PAGE>

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

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


NOTE 6 - RELATED PARTY TRANSACTIONS

   For the period ended April 30, 1998, the Company incurred $67,500 of
   management fees charged by Unity Venture Capital Associates, Ltd.

   For the period ended April 30, 1998, the Company incurred $58,840 of
   professional fees to a law firm, one of whose partners is a stockholder of
   the Company.

   For the period ended April 30, 1998, the Company incurred $38,985 of
   professional fees to an accounting firm,one of whose partners is an Officer
   and Director of the Company.
















                                          8
<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 nine months ended April 30, 1998, the Company had a net loss of 
$35,290 attributable to interest income of $222,268, offset by operating 
expenses of $236,265, primarily consisting of management and professional 
fees, and income taxes of $21,293.



                                          9
<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: June 10, 1998                    By: /s/ Lawrence Burstein 
                                           ---------------------------------
                                             Lawrence Burstein
                                             President
                                             (Principal Executive Officer)



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