SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


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



Date of Report (Date of Earliest Event Reported): June 16, 1998


                                   WORLDS INC.
             (Exact Name of Registrant as Specified in its Charter)



          New Jersey                2-31876               22-1848316
(State or Other Jurisdiction of     (Commission           (I.R.S. Employer
Incorporation or Organization)      File Number)          Identification Number)





15 Union Wharf, Boston, MA                                             02109
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's telephone number, including area code: (617) 725-8900





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







Item 5.  Other Events.

     Closing of Public Offering

     On June 16, 1998, Registrant  ("worlds")closed on a public offering raising
proceeds (net of commissions)of $1,715,800, through the sale of 1,832,000 shares
of its  common  stock,  par  value  $.001,  at a price of $1.00 per  share.  The
offering was made via a prospectus  dated May 1, 1998, as supplemented on May 7,
1998. Following the closing, Worlds has 17,981,996 shares outstanding.

     
     Merger With Unity First Acquisition Corp.

     On June 25, 1998,  Worlds  entered into an Agreement and Plan of Merger and
Reorganization  with Unity First  Acquisition  Corp.  a publicly  traded  "blank
check" company  ("UFAC").  Consummation  of the Merger is subject to a number of
conditions, including

                                                         

                                                                



shareholder approval of both companies.  The Merger, if consummated,  calls
for each  share of Worlds  being  exchanged  for .357  shares  of UFAC.  Worlds'
current  shareholders  will retain  ownership  of in excess of 75% of the merged
company, which will retain the name "Worlds Inc." and will carry on the business
of Worlds under the Worlds' current management and Board of Directors.

     Worlds  is  developing   music-oriented   content   applications   for  its
proprietary 3D Internet  technology for consumer markets,  as well as developing
select  business  oriented  applications.  Worlds  obtained  new  financing  and
management in late 1997.

     Forward-looking Statements. The information herein contains forward-looking
statements that involve a number of risks and uncertainties. A number of factors
could cause actual results,  performances,  and achievements of the company,  or
industry  results,   to  be  materially   different  from  any  future  results,
performances  or  achievements  expressed  or  implied  by such  forward-looking
statements.  These  factors  include,  but are not limited  to, the  competitive
environment,  inflation,  changes  in  costs  of goods  and  services,  economic
conditions  in  general  and in the  Company's  business,  demographic  changes,
changes in the  availability  of and terms of financing to fund the  anticipated
growth  of  the  Company's  business,   demographic  changes,   changes  in  the
availability  of and  terms  of  personnel,  changes  in the  Company's  capital
expenditure  plans,  and other  factors  referenced  herein and in the Company's
filings with the SEC. In addition,  such forward-looking  statements  included
herein do not purport to be  predictions of future events or  circumstances  and
may not be realized.  Forward-looking  statements can be  identified,  by, among
other  things,  the  use of  forward-looking  terminology  such  as  "believes,"
"expects," "may," "will,"  "should,"  "seeks,"  "anticipates,"  "intends" or the
negative of any thereof, or other variations thereon or comparable  terminology,
or  by  discussion  of  strategy  or  intentions.   Given  these  uncertainties,
prospective  investors  are  cautioned  not to  place  undue  reliance  on  such
forward-looking  statements.  The Company disclaims any obligation to update any
such factors or to announce  publicly the results of any revisions to any of the
forward-looking   statements  contained  herein  to  reflect  future  events  or
developments.



                                                                          

                                    SIGNATURE

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

Date: June 30, 1998

                                                     WORLDS INC.



                                                     By:       /s/______________
                                                          Thomas Kidrin,
                                                          President and CEO