1
                                  WORLDS INC.

                   SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1998

         On May 7, 1998, the Company signed a Letter of Intent with Unity First
Acquisition Corp., a Delaware corporation ("Unity"), whereby Unity would acquire
all of the outstanding shares of Worlds Inc. (the "Company") in exchange for
shares of its own common stock, par value $.0001 per share. The acquisition, if
consummated, calls for each share of the Company's stock being converted into
 .357 shares of Unity's common stock. At that point the Company would
"reverse-merge" into Unity which would then change its name to "Worlds Inc." The
Company's current management will continue as management following the
transaction.

         Unity is a "blank check" company with no operations formed in May 1996
for the sole and exclusive purpose of acquiring an operating business. Certain
of Unity's management and stockholders are shareholders of the Company. In the
aggregate, directly and indirectly, they own approximately 1.1 million shares of
the Company's common stock. Unity's unaudited financial statements as of January
31, 1998 showed that Unity had approximately $6,400,000 in net worth, almost all
of which is in the form of cash or cash equivalents. As of the date hereof,
Unity had outstanding 1, 875,000 shares of common stock; 1,350,000 Class A
Warrants exercisable at $5.50 per share; and 1,350,000 Class B Warrants
exercisable at $7.50 per share. Unity also has 125,000 underwriter's warrants
outstanding exercisable at a price of $6.60 per warrant to purchase up to a like
number of shares of common stock, Class A and Class B warrants. Unity's common
stock is quoted on the Bulletin Board under the symbol "UFAC" and on May 6,
1997, closed at $4.875.

         The Letter of Intent contemplates that following the consummation of
the transaction the officers, directors and principal shareholders of the
Company and Unity will lockup their shares for twelve months.

         The Letter of Intent is not binding on either corporation. The
consummation of the contemplated transaction is subject to the Company and Unity
agreeing to the terms of a definitive agreement and plan of merger to be
negotiated between them and then to the approval of the shareholders of each
corporation. Accordingly, no assurance can be given that the transaction
discussed herein will ever be consummated, or if a transaction is consummated,
that its terms will be as contemplated in the Letter of Intent or favorable to
the shareholders of the Company.

         As disclosed in the attached Prospectus, the Company requires
additional financing to reach its goals. The Company believes that if the Unity
transaction is successfully consummated on its currently proposed terms, the
Company will have additional funds to help complete its current projects,
although additional financing in the future may be required.

         Investors are cautioned that the Company's management and its largest
shareholder, which currently control in the aggregate approximately 49.5% of the
Company's common stock, intend to vote in favor of the transaction should it
develop to that level. Accordingly, investors in this offering may become
shareholders of the combined entity if the contemplated deal is consummated.

         Potential investors are cautioned that this Supplement contains
"forward looking statements" which may never eventuate. See "Risk Factors -
Forward Looking statements" for more information regarding the reliability of
"forward looking statements."

                   The date of this supplement is May 7, 1998