As filed with the Securities and Exchange Commission on August 30, 1996

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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UNITY FIRST ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware 6770 13-3899021
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation Classification Code) Number)
or organization)

245 Fifth Avenue - Suite 1500
New York, New York 10016
(212) 696-4282
(Address, including zip code, and telephone number,
including area code,
of registrant's principal executive offices)

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LAWRENCE BURSTEIN, President
UNITY FIRST ACQUISITION CORP.
245 Fifth Avenue - Suite 1502
New York, New York 10016
(212) 696-4282
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:

IRA I. ROXLAND, Esq. DAVID ALAN MILLER, Esq.
PARKER DURYEE ROSOFF & HAFT GRAUBARD MOLLEN & MILLER
529 Fifth Avenue 600 Third Avenue
New York, New York 10017 New York, New York 10016
(212) 599-0500 (212) 818-8661
Fax: (212) 972-9487 Fax: (212) 818-8881

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE

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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price aggregate offering registration
per unit(1) price(1) fee
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Units, consisting of one share of Common
Stock, $.0001 par value, one Class A Warrant
and one Class B Warrant, each Warrant to
purchase one share of Common
Stock(2).................. 1,437,500 uts. $6.00 $ 8,625,000 $ 2,974.14
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Underwriter's Unit Purchase Option........... 125,000 opts. - $ 100 (3)
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Units, issuable upon exercise of the
Underwriter's Unit Purchase Option,
consisting of one share of Common Stock,
$.0001 par value, one Class A Warrant and one
Class B Warrant, each Warrant to purchase
one share of Common
Stock(4).................. 125,000 uts. $6.60 $ 825,000 $ 284.48
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Class A Warrants, each to purchase one share
of Common Stock(4).......... 100,000 wts. - - (3)
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Class B Warrants, each to purchase one Share
of Common Stock(4).......... 100,000 wts. - - (3)
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Common Stock, $.0001 par value, issuable upon
exercise of Class A Warrants(5).............. 1,662,500 shs. $5.50 $ 9,143,750 $ 3,153.02
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Common Stock, $.0001 par value, issuable upon
exercise of Class B Warrants(5)............. 1,662,500 shs. $7.50 $12,468,750 $ 4,299.57
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Total..................... $10,711.21

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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.

(2) Includes 187,500 Units issuable pursuant to the Underwriter's over-
allotment option.

(3) No fee pursuant to Rule 457(g).

(4) Represents outstanding Warrants which may be sold by a Warrantholder after
the consummation of a Business Combination (as defined herein).

(5) Includes shares of Common Stock reserved for issuance upon the exercise of
the Warrants included in the Units subject to the Underwriter's over-
allotment option, shares of Common Stock reserved for issuance upon the
exercise of the Warrants included in the Units reserved for issuance upon
exercise of the Underwriter's Unit Purchase Option and shares of Common
Stock reserved for issuance upon exercise of outstanding Warrants; also
includes such presently indeterminate number of additional shares of Common
Stock as may be issued pursuant to the respective anti-dilution provisions
of the Warrants and the Underwriter's Unit Purchase Option.

--------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

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Subject to Completion

Preliminary Prospectus dated August 30, 1996

PROSPECTUS

1,250,000 UNITS

UNITY FIRST ACQUISITION CORP.

EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK,
ONE CLASS A COMMON STOCK PURCHASE WARRANT
AND ONE CLASS B COMMON STOCK PURCHASE WARRANT

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Unity First Acquisition Corp. ("Company") is offering hereby 1,250,000 Units
("Units"), each consisting of one share of Common Stock, par value $0.0001 per
share ("Common Stock"), one Class A Redeemable Common Stock Purchase Warrant
("Class A Warrants") and one Class B Redeemable Common Stock Purchase Warrant
("Class B Warrants" and together with the Class A Warrants, the "Warrants"). The
Common Stock and the Warrants will become separable and transferable only upon
consummation of a Business Combination (as hereinafter defined). One Class A
Warrant and one Class B Warrant each entitle the holder to purchase one share of
Common Stock at a price of $5.50 and $7.50, respectively, commencing on the
later of (i) the consummation of a Business Combination or (ii) one year from
the date of this Prospectus and ending on , 2002 [six years after the
effective date of the Registration Statement (as hereinafter defined)]. The
Class A Warrants and the Class B Warrants are redeemable, each as a class, in
whole and not in part, at the option of the Company and with the consent of the
Underwriter, at a price of $.05 per Warrant at any time after the Warrants
become exercisable upon not less than 30 days' prior written notice, provided
that the last reported bid price of the Common Stock equals or exceeds $8.50
per share, with respect to the Class A Warrants, and $10.50 per share, with
respect to the Class B Warrants, for the 20 consecutive trading days ending on
the third day prior to the notice of redemption. See "Description of
Securities."

Prior to this offering, there has been no public market for the Units, the
shares of Common Stock or the Warrants and there can be

no assurance that such a market will develop after the completion of this
offering. For information regarding the factors considered in determining the
initial public offering price of the Units and the exercise price of the
Warrants, see "Underwriting." The Company anticipates that the Units will be
quoted on the OTC Bulletin Board under the symbol "UFACU" upon completion of
this offering.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND ARE NOT SUBJECT
TO THE PROTECTIONS OF THE RULES UNDER THE SECURITIES ACT OF 1933 RELATING TO
"BLANK CHECK" OFFERINGS. SEE "RISK FACTORS" ON PAGE 12.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
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Per Unit.... $6.00 $0.48 $5.52
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Total(3).... $7,500,000 $600,000 $ 6,900,000
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(1) Does not include a 3% non-accountable expense allowance which the Company
has agreed to pay to the Underwriter. The Company has also agreed to sell
to the Underwriter an option ("Unit Purchase Option") to purchase up to
125,000 Units and to indemnify the Underwriter against certain liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting."

(2) Before deducting estimated expenses payable by the Company, including the
Underwriter's non-accountable expense allowance in the amount of $225,000
($258,750 if the Underwriter's over-allotment option is exercised in
full), estimated at $450,000.

(3) The Company has granted the Underwriter a 45-day option to purchase up to
187,500 additional Units upon the same terms and conditions as set forth
above, solely to cover over-allotments, if any. If such over-allotment
option is exercised in full, the total Price to Public, Underwriting
Discounts and Proceeds to Company will be $8,625,000, $690,000 and
$7,935,000, respectively. See "Underwriting."

The Units are offered, subject to prior sale, when, as and if delivered to and
accepted by the Underwriter and subject to approval of certain legal matters by
counsel and certain other conditions. The Underwriter reserves the right to
withdraw, cancel or modify this offering and to reject any order in whole or in
part. It is expected that delivery of certificates will be made against payment
therefor on or about , 1996, at the offices of the Underwriter in
New York City.

GKN SECURITIES

, 1996

STATE BLUE SKY INFORMATION

The Units will only be offered and sold by the Company in the States of
Delaware, District of Columbia, Florida, Hawaii, Illinois, Maryland, New York
and West Virginia (the "Primary Distribution States"). In addition, such
securities will be immediately eligible for resale in the secondary market in
each of the Primary Distribution States and in the States of [Iowa and
Pennsylvania]. Purchasers of such securities either in this offering or in any
subsequent trading market which may develop must be residents of such states.
The Company will amend this prospectus for the purpose of disclosing additional
states, if any, in which the Company's securities will be eligible for resale in
the secondary trading market.

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE UNITS AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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FURTHER INFORMATION

The Company intends to furnish to its stockholders annual reports
containing financial statements audited and reported upon by its independent
public accounting firm and such other reports as the Company may determine to be
appropriate or as may be required by law.

SUMMARY

THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE
DETAILED INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS. EACH PROSPECTIVE INVESTOR IS URGED TO
READ THIS PROSPECTUS IN ITS ENTIRETY. UNLESS OTHERWISE INDICATED, THE
INFORMATION IN THIS PROSPECTUS DOES NOT GIVE EFFECT TO THE EXERCISE OF THE
UNDERWRITER'S OVER-ALLOTMENT OPTION, THE UNIT PURCHASE OPTION AND THE WARRANTS.

THE COMPANY

BUSINESS OBJECTIVE

Unity First Acquisition Corp. ("Company") was formed 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")
with an operating business (a "Target Business") which the Company believes has
significant growth potential. The Company intends to utilize cash (to be derived
from the proceeds of this offering), equity, debt or a combination thereof in
effecting a Business Combination. The Company's efforts in identifying a
prospective Target Business will be limited to the following industries: (i) the
manufacture of analytical and controlling equipment, chemicals and allied
products, electronic equipment and medical instrumentation; (ii) health services
(including HMOs, laboratories and nursing homes); (iii) environmental services
and products; (iv) engineering and construction; (v) wholesale and retail
distribution (including discount operations) of home furnishings, office
supplies, computers and related products, medical equipment and supplies,
apparel and accessories, automotive parts and supplies and food and beverage
products; (vi) internet and other new media products and services; and (vii)
communications and entertainment ("Target Industries").

PRIOR INVOLVEMENT OF PRINCIPALS IN "BLANK CHECK" COMPANIES

The officers and directors of the Company (other than Mr. Norman Leben)
have held similar positions in seven other "blank

check" companies (i.e, a development stage company that has no specific business
plan or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company), each of which has consummated a
Business Combination as of the date of this Prospectus. Certain information
with respect to each such Business Combination is set forth below:

TRADING
DATE OF MARKET AND
NAME OF TARGET BUSINESS TICKER
BUSINESS COMBINATION NATURE OF BUSINESS SYMBOL
- -------------- ----------- ------------------ ------

Bloc Development March 1988 Software development NYSE
Corp.(1) (GML)

Polyvision April 1990 Manufacture and AMEX (PLI)
Corporation sale of vision projec-
tion systems,
architectural building
panels, modular
partitions and catalog
office products

T-HQ Inc. August 1991 Design and market- OTC Bulletin
ing of Nintendo and Board (TOYH)
SEGA games

SubMicron Systems August 1993 Semi-conductor capital NASDAQ-NMS
equipment manufacturer (SUBM)

Alliance November 1993 Distributor of pre- NYSE
Entertainment Corp. recorded music, (CDS)
accessories and
entertainment
related products

USCI Inc. May 1995 Centralized auto- NASDAQ-NMS
mated computer- (USCM)
based cellular
telephone activation
systems

Brazil Fast Food Corp. March 1996 Owner and operator NASDAQ
of hamburger fast food SmallCap
restaurants (BOBS)
in Brazil

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(1) Bloc Development Corp. was acquired by Global Direct Mail Corp. in 1995.

There can be no assurance that the Company will be able to effect a
Business Combination or that the type of business or the performance of the
Target Business, if any, will be similar to that of these other "blank check"
companies. See "Management."

OFFERING PROCEEDS HELD IN TRUST

The proceeds of this offering, after payment of underwriting discounts and
the Underwriter's non-accountable expense allowance, will be $6,675,000
($7,676,250 if the Underwriter's over-allotment option is exercised in full).
Ninety percent (90%) of such amount, or $6,007,500 ($6,908,625 if the
Underwriter's over-allotment option is exercised in full), will be placed in a
trust account (the "Trust Fund"), and invested in United States government
securities. The Trust Fund will not be released until the earlier of the
consummation of a Business Combination or the liquidation of the Company, which
may not occur until 24 months from the consummation of this offering.
Therefore, unless and until a Business Combination is consummated, the proceeds
held in the Trust Fund will not be available for use by the Company for any
expenses related to this offering or expenses which may be incurred by the
Company related to the investigation and selection of a Target Business and the
negotiation of an agreement to acquire a Target Business. Such expenses may be
paid from the net proceeds not held in the Trust Fund (approximately $667,500 or
$767,625 if the Underwriter's over-allotment option is exercised in full). See
"Use of Proceeds."

FAIR MARKET VALUE OF TARGET BUSINESS

The Company will not acquire a Target Business unless the fair market value
of such business, as determined by the Board of Directors of the Company based
upon standards generally accepted by the financial community, such as actual and
potential sales, earnings and cash flow and book value ("Fair Market Value"), is
at least 80% of the net assets of the Company at the time of such acquisition.
If the Board of Directors is not able to independently determine that the Target
Business has a sufficient Fair Market Value, the Company will obtain an opinion
from an unaffiliated, independent investment banking firm which is a member of
the National Association of Securities Dealers, Inc. ("NASD") with respect to
the satisfaction of such criteria. Since any opinion, if obtained, would merely
state that Fair Market Value meets the 80% of net assets threshold, it is not
anticipated that copies of such opinion would be distributed to stockholders of
the Company, although copies will be provided to stockholders who request it.
The Company will not be required to obtain an opinion from an investment banking
firm as to Fair Market Value if the Board of Directors determines that the
Target Business does have sufficient Fair Market Value.

STOCKHOLDER APPROVAL OF BUSINESS COMBINATION

The Company, after signing a definitive agreement for the acquisition of a
Target Business, but prior to the consummation of any Business Combination, will
submit such transaction to the Company's stockholders for their approval, even
if the nature of the acquisition is such as would not ordinarily require
stockholder approval under applicable state law. All of the Company's
stockholders prior to this offering ("Initial Stockholders"), including all of
the officers and directors of the Company, have agreed to vote their respective
shares of Common Stock owned by them immediately prior to this offering in
accordance with the vote of the majority of all the other shares of Common Stock
("Public Shares") voted on any Business Combination. The holders of the Public
Shares will be referred to herein as the "Public Stockholders." The Initial
Stockholders shall be deemed to be "Public Stockholders" with respect to any
Public Shares they acquire. The Company will proceed with the Business
Combination only if the holders of at least a majority of the outstanding shares
of Common Stock vote in favor of the Business Combination and less than 20% in
interest of the Public Stockholders exercise their conversion rights described
below.

CONVERSION RIGHTS

At the time the Company seeks stockholder approval of any Business
Combination, the Company will offer each Public Stockholder the right to have
his shares of Common Stock converted to cash if such stockholder votes against
the Business Combination and the Business Combination is approved and
consummated. The per-share conversion price will be equal to the amount in the
Trust Fund (inclusive of any interest thereon) as of the record date for
determination of stockholders entitled to vote on such Business Combination,
divided by the number of Public Shares. Without taking into account interest,
if any, earned on the Trust Fund, the per-share conversion price would be $4.81,
or $1.19 less than the per-Unit offering price of $6.00. There will be no
distribution from the Trust Fund with respect to the Warrants included in the
Units. A Public Stockholder may request conversion of his shares at any time
prior to the vote taken with respect to a proposed Business Combination at a
meeting held for that purpose, but such request will not be granted unless such
stockholder votes against the Business Combination and the Business Combination
is approved and consummated. It is anticipated that the funds to be distributed
to the Public Stockholders who have their shares converted will be distributed
promptly after consummation of a Business Combination. The Initial Stockholders
will not have any conversion rights with respect to the shares of Common Stock
owned by them immediately prior to this offering. The Company will not
consummate any Business Combination if 20% or more in interest of the Public
Stockholders exercise their conversion rights.

ESCROW OF PRINCIPALS' SECURITIES

The shares of the Company's Common Stock owned as of the date hereof by
all of the executive officers and directors of the Company and their
respective affiliates (excluding, however, their respective spouses and adult
children) and by all persons owning 5% or more of the currently outstanding
shares of Common Stock (collectively, the "Affiliated Initial Stockholders"),
representing in the aggregate approximately 49.8% of the outstanding Common
Stock as of the date hereof, will be placed in escrow with American Stock
Transfer & Trust Company, as escrow agent (the "Escrow Agent"), until the
earlier of (i) six months following the consummation of a Business
Combination or (ii) the liquidation of the Company. During such escrow
period, such persons will not be able to sell their respective shares of
Common Stock, but will retain all other rights as stockholders of the
Company, including, without limitation, the right to vote such shares of
Common Stock. In addition, the Directors' Warrants (as hereinafter defined)
will also be deposited with the Escrow Agent, to be released only upon the
consummation of a Business Combination. Upon liquidation of the Company, the
shares will be cancelled. All other Initial Stockholders ("Non-Affiliated
Initial Stockholders") have agreed not to sell their respective shares of
Common Stock until the occurrence of a Business Combination.

LIQUIDATION IF NO BUSINESS COMBINATION

In the event that the Company does not consummate a Business Combination
within 18 months from the consummation of this offering, or 24 months from
the consummation of this offering if the "Extension Criteria" described below
have been satisfied, the Company will be dissolved and will distribute to all
Public Stockholders in proportion to their respective equity interests in the
Company, an aggregate sum equal to the amount in the Trust Fund, inclusive of
any interest thereon, plus any remaining net assets of the Company. The
Initial Stockholders have waived their respective rights to participate in
any liquidation distribution with respect to the shares of Common Stock owned
by them immediately prior to this offering. If the Company were to expend
all of the net proceeds of this offering, other than the proceeds deposited
in the Trust Fund, and without taking into account interest, if any, earned
on the Trust Fund, the per-share liquidation price would be $4.81 or $1.19
less than the per-Unit offering price of $6.00. The proceeds deposited in
the Trust Fund could, however, become subject to the claims of creditors of
the Company which could be prior to the claims of stockholders of the
Company. Accordingly, there can be no assurance that the per-share
liquidation price will not be less than $4.81, plus interest. There will be
no distribution from the Trust Fund with respect to the Warrants included in
the Units. Notwithstanding the Company's commitment to liquidate if it is
unable to effect a Business Combination within 18 months from the
consummation of this offering, if the Company enters into either a letter of
intent, an agreement in principle or a definitive agreement to effectuate a
Business Combination prior to the expiration of such 18-month period, but is
unable to

consummate such Business Combination within such 18-month period ("Extension
Criteria"), then the Company will have an additional six months in which to
consummate that Business Combination contemplated by such letter of intent or
definitive agreement, as applicable. If the Company is unable to do so by the
expiration of the 24-month period from the consummation of this offering, it
will then liquidate. Upon notice from the Company, the trustee of the Trust
Fund will commence liquidating the investments constituting the Trust Fund and
will turn over the proceeds to the transfer agent for the Common Stock for
distribution to the Public Stockholders. The Company anticipates that its
instruction to the Trustee would be given promptly after the expiration of the
applicable 18-month or 24-month period.

A Public Stockholder shall be entitled to receive funds from the Trust Fund
only in the event of a liquidation of the Company or if he seeks to convert his
shares into cash in connection with a Business Combination which he voted
against and which is actually consummated by the Company. In no other
circumstances shall a Public Stockholder have any right or interest of any kind
to or in the Trust Fund.

THE OFFERING

Securities offered 1,250,000 Units, at $6.00 per Unit, each
Unit consisting of one share of Common Stock,
one Class A Warrant to purchase one share of
Common Stock, and one Class B Warrant to
purchase one share of Common Stock. The Common
Stock and the Warrants will become separable
and transferable only upon consummation of a
Business Combination. See "Description of
Securities" and "Underwriting."

Common Stock outstanding 625,000 shares
prior to the offering

Common Stock to be
outstanding after
the offering(1) 1,875,000 shares

Warrants:
Number to be
outstanding after
the offering(2) 1,350,000 Class A Warrants
1,350,000 Class B Warrants

Exercise price The exercise price of each Class A Warrant is
$5.50 per share and the

exercise price of each Class B Warrant is
$7.50 per share, subject to adjustment in
certain circumstances. See "Description of
Securities."

Exercise period The Warrants will become exercisable on the
later of (i) the consummation of a Business
Combination or (ii) one year from the date of
this Prospectus and will expire at 5:00 p.m.,
New York City time, on , 2002.

Redemption The Warrants are redeemable, each as a class,
in whole and not in part, at the option of the
Company and with the consent of the
Underwriter, at a price of $.05 per Warrant at
any time after the Warrants become exercisable
upon not less than 30 days' prior written
notice, provided that the reported closing bid
price of the Common Stock equals or exceeds
$8.50 per share, with respect to the Class A
Warrants, and $10.50 per share, with respect
to the Class B Warrants, for the 20
consecutive trading days ending on the third
day prior to the notice of redemption.

Proposed OTC Bulletin
Board Symbol for
Units(3) UFACU

- --------------------
(1) Does not include (i) 2,700,000 shares of Common Stock reserved for issuance
upon the exercise of (A) currently outstanding Directors' Warrants (as
hereinafter defined) and (B) the Warrants, (ii) 187,500 shares of Common
Stock included in the Units subject to the Underwriter's over-allotment
option, (iii) 375,000 shares of Common Stock reserved for issuance upon the
exercise of the Warrants included in the Units subject to the Underwriter's
over-allotment option, (iv) 125,000 shares of Common Stock included in the
Units reserved for issuance upon exercise of the Unit Purchase Options, (v)
250,000 shares of Common Stock reserved for issuance upon the exercise of
the Warrants included in the Units reserved for issuance upon exercise of
the Unit Purchase Options, or (vi) 187,500 shares of Common Stock reserved
for issuance upon exercise of options available for grant under the
Company's 1996 Stock Option Plan. See "Management - Stock Option Plan,"
"Certain Transactions," and "Underwriting."

(2) Includes 100,000 Class A Warrants and 100,000 Class B Warrants heretofore
issued to the Company's officers and directors

(collectively, the "Directors' Warrants"). The Directors' Warrants are
identical to the Class A Warrants and the Class B Warrants, respectively,
except that the Directors' Warrants are not redeemable and cannot be
transferred or exercised until the consummation of a Business Combination.
See "Certain Transactions."

(3) The inclusion of the Units on the OTC Bulletin Board does not imply that a
public trading market will develop therefor or, if developed, that such
market will be sustained.

USE OF PROCEEDS

The Company intends to apply substantially all of the net proceeds of this
offering, which are estimated to be approximately $6,450,000 ($7,451,250 if the
Underwriter's over-allotment option is exercised in full), to acquire a Target
Business, including identifying and evaluating prospective acquisition
candidates, selecting a Target Business and structuring, negotiating and
consummating the Business Combination. The proceeds of this offering, after
payment of underwriting discounts and the Underwriter's non-accountable expense
allowance, will be $6,675,000 ($7,676,250 if the Underwriter's over-allotment
option is exercised in full). Ninety percent (90%) of such amount, or $6,007,500
($6,908,625 if the Underwriter's over-allotment option is exercised in full),
will be held in a trust account established with The Bank of New York until the
earlier of (i) the consummation of a Business Combination or (ii) the
liquidation of the Company.

That portion of the net proceeds of this offering that will not be held in
the Trust Fund, approximately $442,500 ($542,625 if the Underwriter's over-
allotment option is exercised in full), will be used for (i) the performance of
"due diligence" investigations of prospective acquisition candidates, (ii)
legal, accounting and other expenses attendant to such "due diligence"
investigations and to structuring, negotiating and consummating a Business
Combination, (iii) legal and accounting fees to be incurred in connection with
the Company's obligation to file periodic reports, proxy statements and other
informational material with the Securities and Exchange Commission and (iv) the
Company's general and administrative expenses, including $7,500 per month
payable to Unity Venture Capital Associates Ltd., an affiliate of the Company's
directors. See "Use of Proceeds", "Proposed Business" and "Certain
Transactions."

RISK FACTORS

The securities offered hereby involve a high degree of risk and are not
subject to the protection of the Rules of the

Securities Act of 1933 relating to "blank check" offerings. See "Risk Factors."

SUMMARY FINANCIAL INFORMATION

The following data have been derived from the financial statements of the
Company and should be read in conjunction with those statements, which are
included in this Prospectus. The "As Adjusted" financial information gives
effect to the issuance of the securities in this offering as if such offering
had occurred at July 31, 1996.

July 31, 1996
-----------------------------
Actual As Adjusted(1)
---------- --------------
Balance Sheet Data:

Total assets $250,563 $6,435,063(2)

Working capital (deficit) $(14,937) $6,435,063(2)

Total liabilities $265,500 $ -

Value of Common Stock subject
to possible conversion $ - $1,201,899(3)

Stockholders' equity (deficit) $(14,937) $6,435,063(3)

- --------------------
(1) Gives effect to the sale of the Units offered hereby and the application of
the estimated net proceeds therefrom. See "Underwriting."

(2) Includes $6,007,500 being held in the Trust Fund which will be available to
the Company only upon the consummation of a Business Combination within the
time period described in this Prospectus. If a Business Combination is not
so consummated, the Company will be dissolved and the proceeds held in the
Trust Fund will be distributed to the Public Stockholders. See "Use of
Proceeds."

(3) In the event the Company consummates a Business Combination, the conversion
rights to the Public Stockholders may result in the conversion into cash of
up to approximately 19.99% of the aggregate number of Public Shares at a
per-share conversion price equal to the amount in the Trust Fund as of the
record date for the determination of stockholders entitled to vote on the
Business Combination (inclusive of any interest thereon) divided by the
number of Public Shares.

THE COMPANY

BUSINESS OBJECTIVE

The Company was formed to serve as a vehicle to effect a merger, exchange
of capital stock, asset acquisition or other similar business combination (a
"Business Combination") with an operating business (a "Target Business"). The
business objective of the Company is to seek to effect a Business Combination
with a Target Business which the Company believes has significant growth
potential. The Company intends to utilize cash (to be derived from the proceeds
of this offering), equity, debt or a combination thereof in effecting a Business
Combination. The Company's efforts in identifying a prospective Target Business
will be limited to the following industries: (i) the manufacture of analytical
and controlling equipment, chemicals and allied products, electronic equipment
and medical instrumentation; (ii) health services (including HMOs, laboratories
and nursing homes); (iii) environmental services and products; (iv) engineering
and construction; (v) wholesale and retail distribution (including discount
operations) of home furnishings, office supplies, computes and related products,
medical equipment and supplies, apparel and accessories, automotive parts and
supplies and food and beverage products; (vi) internet and other new media
products and services; and (vii) communications and entertainment (the "Target
Industries").

To date, the Company's efforts have been limited to organizational
activities. The implementation of the Company's business plans are wholly
contingent upon the successful sale of the Units offered hereby. See "Proposed
Business."

The Company was organized under the laws of the State of Delaware on
May 30, 1996. The Company's office is located at 245 Fifth Avenue, Suite 1500,
New York, New York 10016, and its telephone number is (212) 696-4282.

RISK FACTORS

The securities offered hereby involve a high degree of risk, including, but
not necessarily limited to, the several factors described below. Each
prospective investor should carefully consider the following risk factors
inherent in and affecting the business of the Company and this offering before
making an investment decision.

RECENTLY ORGANIZED COMPANY; LIMITED RESOURCES;
NO PRESENT SOURCE OF REVENUES

The Company, which was organized on May 30, 1996 and is in the development
stage, has not as yet attempted to seek a Business Combination. Although the
Company's President and two of its three other directors have had prior
experience relating to the identification, evaluation and acquisition of a
Target Business, the Company has no such experience and, accordingly, there is
only a limited basis upon which to evaluate the Company's prospects for
achieving its intended business objectives. To date, the Company's efforts have
been limited primarily to organizational activities and this offering. The
Company has limited resources and has had no revenues to date. In addition, the
Company will not achieve any revenues (other than interest income upon the
proceeds of this offering) until, at the earliest, the consummation of a
Business Combination. Moreover, there can be no assurance that any Target
Business, at the time of the Company's consummation of a Business Combination,
or at any time thereafter, will derive any material revenues from its operations
or operate on a profitable basis. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

MODIFIED REPORT OF AUDITORS

The report of independent public accountants on the Company's financial
statements includes an explanatory paragraph with respect to the Company
being in its development stage, which raises substantial doubt about its
ability to continue as a going concern. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Financial
Statements of the Company included elsewhere in this Prospectus.

POSSIBLE LIQUIDATION OF THE COMPANY; PER-SHARE LIQUIDATION PRICE LESS THAN
PUBLIC OFFERING PRICE; WARRANTS EXPIRE WORTHLESS IN EVENT OF LIQUIDATION

If the Company does not consummate a Business Combination within 18 months
from the consummation of this offering, or 24 months from the consummation of
this offering if the Extension Criteria have been satisfied, the Company will be
dissolved and will distribute to all Public Stockholders in proportion to their
respective equity interests in the Company, an aggregate sum equal to the amount
in the Trust Fund, inclusive of any interest thereon, plus any remaining net
assets of the Company. It is likely that, in the event of any such liquidation,
the per-share liquidation distribution will be less than the initial per-share
public offering price (assuming no value is attributed to the Warrants included
in the Units offered hereby) as a consequence of the expenses of this offering
and the anticipated costs which will be incurred by the Company in seeking a
Business Combination. If the Company were to expend all of the net proceeds of
this offering not

held in the Trust Fund prior to liquidation, and without taking into account
interest, if any, earned on the Trust Fund, the per-share liquidation price
would be $4.81, or $1.19 less than the per-Unit offering price of $6.00. The
proceeds deposited in the Trust Fund could, however, become subject to the
claims of creditors of the Company which could be prior to the claims of
stockholders of the Company. Accordingly, there can be no assurance that the
per-share liquidation price will not be less than $4.81, plus interest. There
will be no distribution from the Trust Fund with respect to the Warrants
included in the Units and, accordingly, the Warrants will expire worthless in
the event of a liquidation prior to the consummation of a Business Combination.
The Initial Stockholders have waived their respective rights to participate in
any liquidation distribution with respect to the shares of Common Stock owned by
them immediately prior to this offering.

A Public Stockholder shall be entitled to receive funds from the Trust Fund
only in the event of a liquidation or in the event he seeks to convert his
shares into cash in connection with a Business Combination which he voted
against and which is actually consummated by the Company. In no other
circumstances shall a Public Stockholder have any right or interest of any kind
to and in the Trust Fund.

UNSPECIFIED INDUSTRY AND TARGET
BUSINESS; UNASCERTAINABLE RISKS

To date, the Company has not selected any particular industry from the
Target Industries or any Target Business in which to concentrate its search for
a Business Combination. Accordingly, there is no current basis for prospective
investors to evaluate the possible merits or risks of the Target Business or the
particular industry in which the Company may ultimately operate. However, in
connection with seeking stockholder approval of a Business Combination, the
Company intends to furnish its stockholders with proxy solicitation materials
prepared in accordance with the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which, among other matters, will include a description of the
operations of the Target Business and audited historical financial statements
thereof. To the extent the Company effects a Business Combination with a
financially unstable company or an entity in its early stage of development or
growth (including entities without established records of sales or earnings),
the Company will become subject to numerous risks inherent in the business
operations of financially unstable and early stage or potential emerging growth
companies. In addition, to the extent that the Company effects a Business
Combination with an entity in an industry characterized by a high level of risk,
the Company will become subject to the currently unascertainable risks of that
industry. An extremely high level of risk frequently characterizes certain
industries which experience rapid growth. Although Management will endeavor

to evaluate the risks inherent in a particular Target Business or industry,
there can be no assurance that the Company will properly ascertain or assess all
such significant risk factors. See "Proposed Business - Blank Check Offering."

DETERMINATION OF FAIR MARKET VALUE

The Fair Market Value of the Target Business will be determined by the
Board of Directors of the Company, unless the Board of Directors is not able to
independently determine that the Target Business has sufficient Fair Market
Value. Therefore, the Board of Directors has significant discretion in
determining whether a Target Business is suitable for a proposed Business
Combination and, since each of the directors of the Company owns shares of the
Company's Common Stock which will be released from escrow only if a Business
Combination is successfully consummated, the Board of Directors may have a
conflict of interest in determining the Fair Market Value of a Target Business.
The Board of Directors, however, has a fiduciary duty under the laws of Delaware
to act in the best interests of all of the Company's stockholders, particularly
when faced with a conflict of interest. See "Management - Conflicts of
Interest."

UNCERTAIN STRUCTURE OF BUSINESS COMBINATION;
REDUCTION IN STOCKHOLDER EQUITY INTEREST

The structure of a Business Combination with a Target Business, which may
take the form of a merger, exchange of capital stock or asset acquisition,
cannot be presently determined since neither the Company's officers or directors
nor their respective affiliates have had any preliminary contacts, discussions
or understandings with representatives of any potential Target Business
regarding the possibility of a Business Combination. The Company may use the
funds held in the Trust Fund as part of the consideration for the Business
Combination or may issue additional Shares of Common Stock or shares of
Preferred Stock, or incur debt, or any combination thereof. In the event the
Company issues capital stock, the current equity interest of the stockholders
may be significantly reduced. See "Proposed Business - Selection of Target
Business and Structuring a Business Combination."

DISCRETIONARY USE OF PROCEEDS; ABSENCE OF CURRENT
SUBSTANTIVE DISCLOSURE RELATING TO BUSINESS COMBINATIONS

The Company's Management has broad discretion with respect to the specific
application of the net proceeds of this offering, although substantially all of
the net proceeds of this offering are intended to be generally applied toward
effecting a Business Combination, subject to the limitation concerning Target
Industries

discussed under "The Company - Business Objectives." As of the date of this
Prospectus, the Company has not identified a prospective Target Business
and, accordingly, investors in this offering do not currently have any
substantive information available for consideration of any Business
Combination. Notwithstanding the foregoing, in connection with seeking
stockholder approval of a Business Combination, the Company intends to
furnish its stockholders with proxy solicitation materials prepared in
accordance with the Securities Exchange Act of 1934, as amended ("Exchange
Act") which will include a description of the operations of the Target
Business and audited historical financial statements thereof. Such proxy
solicitation materials will be filed with, and be subject to the review of,
the Securities and Exchange Commission ("Commission"). See "Use of Proceeds"
and "Proposed Business - Blank Check Offering."

LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT

While the Company's ability to successfully effect a Business Combination
will be dependent upon the efforts of its officers and directors, the future
role of such persons, if any, in the Target Business cannot presently be stated
with any certainty. While it is possible that one or more of these persons will
remain associated in some capacity with the Company following a Business
Combination, it is unlikely that any of them will devote their full efforts to
the affairs of the Company subsequent thereto. Moreover, there can be no
assurance that such persons will have significant experience or knowledge
relating to the operations of the particular Target Business. Furthermore,
although the Company intends to closely scrutinize the management of a
prospective Target Business in connection with evaluating the desirability of
effecting a Business Combination, there can be no assurance that the Company's
assessment of such management will prove to be correct, especially in light of
the possible inexperience of the Company's officers and directors in evaluating
certain types of businesses. In addition, there can be no assurance that such
future management will have the necessary skills, qualifications or abilities to
manage a public company intending to embark on a program of business
development. The Company may also seek to recruit additional managers to
supplement the incumbent management of the Target Business. There can be no
assurance that the Company will have the ability to recruit such additional
managers, or that such additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management. See
"Proposed Business - 'Blank Check' Offering."

INVESTOR DOES NOT RECEIVE PROTECTION OF
CERTAIN RULES PROMULGATED UNDER THE SECURITIES ACT OF 1933

This offering is not being conducted in accordance with Rule 419,
promulgated by the Commission under the Securities Act ("Rule 419"), which
regulates securities offerings by "blank check" companies. Since the Company's
net tangible assets will be in excess of $5,000,000 upon its receipt of the
proceeds of this offering (as supported through audited financial statements),
the Company is not subject to Rule 419. Rule 419 requires that the securities
to be issued and the funds received in a blank check offering be deposited and
held in an escrow account until an acquisition meeting specified criteria is
completed. Before the acquisition can be completed and before the funds and
securities can be released, the blank check company is required to update its
registration statement with a post-effective amendment and, after the effective
date thereof, the blank check company is required to furnish investors with a
prospectus (which forms a part of the post-effective amendment to its
registration statement) containing specified information, including a discussion
of the business and the audited financial statements of the proposed acquisition
candidate. According to Rule 419, the investors must have no less than 20 and
no more than 45 days from the effective date of the post-effective amendment to
decide whether to remain an investor or require the return of their investment
funds. Any investor not making such decision within such 45-day period is
automatically entitled to receive a return of his investment funds. Unless a
sufficient number of investors elect to remain investors, all of the deposited
funds in the escrow account must be returned to all investors and none of the
securities will be issued. Rule 419 further provides that if the blank check
company does not complete an acquisition meeting the specified criteria within
18 months, all of the deposited funds must be returned to investors.

SEEKING TO ACHIEVE PUBLIC TRADING
MARKET THROUGH BUSINESS COMBINATION

While a prospective Target Business may deem a Business Combination with
the Company desirable for diverse reasons, a Business Combination may involve
the acquisition of, or merger with, a company which does not need substantial
additional capital but which desires to establish a public trading market for
its shares, while avoiding what it may deem to be adverse consequences of
undertaking a public offering itself, such as time delays, significant expense,
loss of voting control and compliance with various Federal and state securities
laws. See the risk factors herein entitled "Unspecified Industry and Target
Business; Unascertainable Risks" and "No Assurance of Public Market; Arbitrary
Determination of Offering Price."

PROBABLE LACK OF BUSINESS DIVERSIFICATION

While the Company may, under certain circumstances, seek to effect Business
Combinations with more than one Target Business, its initial Business
Combination must be with a Target Business which satisfies the Fair Market Value
criteria at the time of such acquisition. Consequently, it is likely that the
Company will have the ability to effect only a single Business Combination.
Accordingly, the prospects for the Company's success will be entirely dependent
upon the future performance of a single business. Unlike certain entities which
have the resources to consummate several Business Combinations of entities
operating in multiple industries or multiple areas of a single industry, it is
highly likely that the Company will not have the resources to diversify its
operations or benefit from the possible spreading of risks or offsetting of
losses. The Company's probable lack of diversification may subject the Company
to numerous economic, competitive and regulatory developments, any or all of
which may have a substantial adverse impact upon the particular industry in
which the Company may operate subsequent to a Business Combination. In
addition, by consummating a Business Combination with only a single entity, the
prospects for the Company's success may become dependent upon the development or
market acceptance of a single or limited number of products, processes or
services. Consequently, there can be no assurance that the Target Business will
prove to be commercially viable. See "Proposed Business - 'Blank Check'
Offering."

DEPENDENCE UPON KEY PERSONNEL

The ability of the Company to successfully effect a Business Combination
will be largely dependent upon the efforts of Lawrence Burstein, the Company's
President. The Company has not entered into an employment agreement with Mr.
Burstein or obtained any "key man" life insurance on his life. The loss of Mr.
Burstein's services could have a material adverse effect on the Company's
ability to successfully achieve its business objectives. None of the Company's
officers and directors are required to commit their full time to the affairs of
the Company. Accordingly, conflicts of interest may arise in the allocation of
management time among various business activities. In addition, the success of
the Company may be dependent upon its ability to retain additional personnel
with specific knowledge or skills who may be necessary to assist the Company in
evaluating a potential Business Combination. There can be no assurance that the
Company will be able to retain such necessary additional personnel. See
"Proposed Business - Employees" and "Management - Conflicts of Interest."

COMPETITION

The Company expects to encounter intense competition from other entities
having a business objective similar to that of the

Company. Many of these entities are well-established and have extensive
experience in connection with identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater
financial, technical, personnel and other resources than the Company and there
can be no assurance that the Company will have the ability to compete
successfully. The Company's financial resources will be relatively limited when
contrasted with those of many of its competitors. This inherent competitive
limitation may compel the Company to select certain less attractive Business
Combination prospects. See "Proposed Business - Selection of Target Business
and Structuring a Business Combination."

CONFLICTS OF INTEREST

None of the Company's officers and directors are required to commit their
full time to the affairs of the Company; therefore, such persons may have
conflicts of interest in allocating management time among various business
activities. Certain of these persons may in the future become affiliated with
entities, including other "blank check" companies, engaged in business
activities similar to those intended to be conducted by the Company. Such
persons may have conflicts of interest in determining to which entity a
particular business opportunity should be presented. In order to reduce
potential conflicts of interest, the Company's officers and directors have
agreed that they will offer all suitable prospective Target Businesses to the
Company before any other company until the earlier of a Business Combination or
the liquidation of the Company. In general, officers and directors of a
corporation incorporated under the laws of the State of Delaware are required to
present certain business opportunities to such corporation. Accordingly, as a
result of multiple business affiliations, certain of the Company's officers and
directors may have similar legal obligations to present certain business
opportunities to multiple entities.

Conflicts of interest may also arise between the Company and Unity Venture
Capital Associates Ltd. ("Unity"). Pursuant to a general and administrative
services agreement, the Company is obligated to pay Unity a monthly fee of
$7,500 for general and administrative services, including the use of
approximately 500 square feet of office space in premises occupied by Unity.
Mr. Burstein is the President and principal shareholder of Unity. Mr. Leben, as
well as John Cattier and Barry Ridings, each a director of the Company, are also
shareholders of Unity. Dalessio, Millner & Leben ("DML"), an accounting firm of
which Mr. Leben is a partner, affords Unity the use of such space at a monthly
rental of $2,000. DML which has performed bookkeeping, tax and accounting
services for certain of the "blank check" companies of which Messrs. Burstein,
Cattier and Ridings, have been directors and shareholders from their inceptions
through the consummation of

their respective Business Combinations, is expected to perform similar services
for the Company at an aggregate cost of approximately $12,000 per annum. DML
may also perform financial "due diligence" services for the Company in
connection with its evaluation of prospective Target Businesses for a Business
Combination. In addition, Unity has made non-interest demand loans aggregating
approximately $40,500 to the Company as of the date of this Prospectus to cover
expenses related to this offering. The Company intends to repay these loans, as
well as both those accrued general and administrative expenses owed to Unity
discussed above, out of the proceeds of this offering. See "Management -
Conflicts of Interest" and "Certain Transactions."

POSSIBLE NEED FOR ADDITIONAL FINANCING

The Company has had no revenues to date and is entirely dependent upon the
proceeds of this offering to commence operations relating to selection of a
prospective Target Business. The Company will not achieve any revenues (other
than interest income derived from investment of the net proceeds of this
offering) until, at the earliest, the consummation of a Business Combination.
Although the Company believes that the proceeds of this offering will be
sufficient to effect a Business Combination, inasmuch as the Company has not yet
identified any prospective Target Business candidates, the Company cannot
ascertain with any degree of certainty the capital requirements for any
particular transaction. In the event that the net proceeds of this offering
prove to be insufficient for purposes of effecting a Business Combination
(because of the size of the Business Combination or the depletion of the net
proceeds in search of a Target Business), the Company will be required to seek
additional financing. There can be no assurance that such financing would be
available on acceptable terms, if at all. To the extent that such additional
financing proves to be unavailable when needed to consummate a particular
Business Combination, the Company would, in all likelihood, be compelled to
restructure the transaction or abandon that particular Business Combination and
seek an alternative Target Business candidate. In addition, in the event of the
consummation of a Business Combination, the Company may require additional
financing to fund the operations or growth of the Target Business. The failure
by the Company to secure such additional financing could have a material adverse
effect on the continued development or growth of the Target Business. See
"Proposed Business - 'Blank Check' Offering - Selection of a Target Business and
Structuring of a Business Combination."

RISKS OF LEVERAGE

The Company may borrow money to consummate the Business Combination or
assume or refinance the indebtedness of the Target

Business if the Company's management deems it to be beneficial to the Company.
There is no legal limit on the amount of leverage that the Company may incur.
Among the possible adverse effects of any such leverage are: (i) if the
Company's operating revenues after the Business Combination were insufficient to
pay debt services, there would be a risk of default and foreclosure on the
Company's assets; (ii) if a loan agreement contains covenants that require the
maintenance of certain financial ratios or reserves, and any such covenant is
breached without a waiver or renegotiation of the terms of that covenant, then
the lender could have the right to accelerate the payment of the indebtedness
even if the Company has made all principal and interest payments when due; (iii)
if the interest rate on a loan fluctuated or the loan was payable on demand, the
Company would bear the risk of variations in the interest rate or demand for
payment; and (iv) if the terms of a loan did not provide for amortization prior
to maturity of the full amount borrowed and the "balloon" payment could not be
refinanced at maturity on acceptable terms, the Company might be required to
seek additional financing and, to the extent that additional financing were not
available on acceptable terms, to liquidate its assets. See "Proposed Business
- - Selection of Target Business and Structuring in Business Combination."

AUTHORIZATION OF ADDITIONAL SECURITIES

The Company's Certificate of Incorporation authorizes the issuance of
20,000,000 shares of Common Stock. Upon completion of this offering (assuming no
exercise of the Underwriter's over-allotment option), there will be 14,862,500
authorized but unissued shares of Common Stock available for issuance (after
appropriate reservation for the issuance of shares upon full exercise of the
Warrants, the Unit Purchase Option and the Directors' Warrants and for future
grants under the Company's 1996 Stock Option Plan). The Company's Board of
Directors has the power to issue any or all of such authorized but unissued
shares without stockholder approval. However, the Underwriting Agreement
between the Company and the Underwriter (the "Underwriting Agreement") prohibits
the Company from issuing shares of Common Stock prior to a Business Combination
other than as described in this Prospectus. Although the Company has no
commitments as of the date of this Prospectus to issue any additional shares of
Common Stock, the Company will, in all likelihood, issue a substantial number of
additional shares in connection with a Business Combination. To the extent that
additional shares of Common Stock are issued, dilution to the interests of the
Public Stockholders will occur. Additionally, if a substantial number of shares
of Common Stock are issued in connection with a Business Combination, a change
in control of the Company may occur which may affect, among other things, the
Company's ability to utilize its net operating loss carryforwards, if any.
Furthermore, the issuance of a substantial number of shares of Common Stock may
adversely affect prevailing

market prices, if any, for the Common Stock and could impair the Company's
ability to raise additional capital through the sale of its equity securities.
See "Proposed Business - 'Blank Check' Offering - Selection of a Target Business
and Structuring of a Business Combination" and "Description of Securities."

The Company's Certificate of Incorporation also authorizes the issuance of
5,000 shares of "blank check" preferred stock ("Preferred Stock") with such
designation, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Company's Common Stock,
although the Underwriting Agreement prohibits the Company, prior to a Business
Combination, from issuing Preferred Stock which participates in any manner in
the proceeds of the Trust Fund, or which votes as a class with the Common Stock
on a Business Combination. The Company may issue some or all of such shares in
connection with a Business Combination. In addition, the Preferred Stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company. Although the Company does not
currently intend to issue any shares of Preferred Stock, there can be no
assurance that the Company will not do so in the future. See "Proposed Business
- - 'Blank Check' Offering - Selection of a Target Business and Structuring of a
Business Combination" and "Description of Securities."

INVESTMENT COMPANY ACT CONSIDERATIONS

The regulatory scope of the Investment Company Act of 1940, as amended
("Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. The Company believes that its
anticipated principal activities, which will involve acquiring control of an
operating company, will not subject the Company to regulation under the
Investment Company Act. Nevertheless, there can be no assurance that the
Company will not be deemed to be an investment company, especially during the
period prior to a Business Combination. In the event the Company is deemed to
be an investment company, the Company may become subject to certain restrictions
relating to the Company's activities, including restrictions on the nature of
its investments and the issuance of securities. In addition, the

Investment Company Act imposes certain requirements on companies deemed to be
within its regulatory scope, including registration as an investment company,
adoption of a specific form of corporate structure and compliance with certain
burdensome reporting, recordkeeping, voting, proxy, disclosure and other rules
and regulations. In the event of characterization of the Company as an
investment company, the failure by the Company to satisfy regulatory
requirements, whether on a timely basis or at all, would, under certain
circumstances, have a material adverse effect on the Company. See "Proposed
Business - Investment Company Act Considerations."

TAX CONSIDERATIONS

As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of business combinations. The Company
will evaluate the possible tax consequences of any prospective Business
Combination and will endeavor to structure the Business Combination so as to
achieve the most favorable tax treatment to the Company, the Target Business and
their respective stockholders. There can be no assurance, however, that the
Internal Revenue Service (the "IRS") or appropriate state tax authorities will
ultimately assent to the Company's tax treatment of a consummated Business
Combination. To the extent the IRS or state tax authorities ultimately prevail
in recharacterizing the tax treatment of a Business Combination, there may be
adverse tax consequences to the Company, the Target Business and their
respective stockholders. See "Proposed Business - 'Blank Check' Offering -
Selection of a Target Business and Structuring of a Business Combination."

DIVIDENDS UNLIKELY

The Company has not paid any dividends on its Common Stock to date and does
not intend to pay dividends prior to the consummation of a Business Combination.
The payment of dividends after any such Business Combination, if any, will be
contingent upon the Company's revenues and earnings, if any, capital
requirements and general financial condition subsequent to consummation of a
Business Combination. The payment of any dividends subsequent to a Business
Combination will be within the discretion of the Company's then Board of
Directors. It is the present intention of the Board of Directors to retain all
earnings, if any, for use in the Company's business operations and, accordingly,
the Board does not anticipate declaring any dividends in the foreseeable future.
See "Description of Securities - Dividends."

CONTROL BY PRESENT STOCKHOLDERS

Upon consummation of this offering, Initial Stockholders, including the
present management of the Company, will collectively own approximately 33.3% of
the then-issued and outstanding shares of Common Stock (assuming no exercise of
the Underwriter's over-allotment option). In the election of directors,
stockholders are not entitled to cumulate their votes for nominees. Accordingly,
it is likely that the Initial Stockholders will be able to elect all of the
Company's directors and otherwise direct the affairs of the Company. See
"Principal Stockholders," "Certain Transactions" and "Description of
Securities."

NO ASSURANCE OF PUBLIC MARKET;
ARBITRARY DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no public trading market for the
Units, Common Stock, Class A Warrants or Class B Warrants. The initial public
offering price of the Units and the exercise prices of the Class A Warrants and
the Class B Warrants have been arbitrarily determined by negotiations between
the Company and the Underwriter, and bear no relationship to such established
valuation criteria as assets, book value or prospective earnings. There is no
assurance that a regular trading market will develop for the Units after this
offering or for the Common Stock and the Warrants subsequent to a Business
Combination, or that, if developed, that any such market will be sustained. The
Underwriter has advised the Company that it currently intends to serve as a
market maker of the Units but is not obligated to do so and any market making
may be discontinued at any time. See "Underwriting."

OTC BULLETIN BOARD

The Units will be traded in the over-the-counter market. It is anticipated
that they will be quoted on the OTC Bulletin Board, an NASD sponsored and
operated inter-dealer automated quotation system for equity securities not
included in The Nasdaq Stock Market, as well as in the NQB Pink Sheets published
by National Quotation Bureau Incorporated. The OTC Bulletin Board was
introduced as an alternative to "pink sheet" trading of over-the-counter
securities. Although the Company believes that the OTC Bulletin Board has been
recognized by the brokerage community as an acceptable alternative to the NQB
Pink Sheets, there can be no assurance that the liquidity and prices of the
Units in the secondary market will not be adversely affected. See
"Underwriting."

IMMEDIATE DILUTION; DISPARITY OF CONSIDERATION

This offering involves an immediate and substantial dilution of $2.57 per
share (approximately 43.0% of the public offering price) between the pro forma
net tangible book

value per share after the offering of $3.43 and the public offering price of
$6.00 per share allocable to the share of Common Stock included in the Units
(assuming no value is attributed to the Warrants included in the Units). The
Initial Stockholders acquired their shares of Common Stock at a nominal price
and, accordingly, new investors will bear virtually all of the risks inherent in
an investment in the Company. See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE

All of the 625,000 shares of Common Stock issued and outstanding as of the
date of this Prospectus are "restricted securities," as that term is defined
under Rule 144 ("Rule 144"), promulgated by the Commission under the Securities
Act. None of such shares will be eligible for sale under Rule 144 prior to May
30, 1998. Notwithstanding such eligibility, the Affiliated Initial Stockholders
have agreed not to sell their respective shares of Common Stock prior to six
months following the consummation of a Business Combination and the Non-
Affiliated Initial Stockholders have agreed not to sell their respective shares
of Common Stock, which were acquired prior to the date of this Prospectus, prior
to the occurrence of a Business Combination.

An additional 200,000 shares of Common Stock, which have been registered
pursuant to the Registration Statement of which this Prospectus forms a part,
are issuable upon the exercise of the Directors' Warrants. The Directors'
Warrants, however, will not be transferable or exercisable until the
consummation of a Business Combination.

No prediction can be made as to the effect, if any, that sales of such
625,000 restricted shares of Common Stock and such 200,000 registered shares of
Common Stock, or the availability of such shares for sale, will have on the
market prices prevailing from time to time. Nevertheless, the possibility that
substantial amounts of Common Stock may be sold in the public market may
adversely affect prevailing market prices for the Common Stock and could impair
the Company's ability to raise capital through the sale of its equity
securities. See "Certain Transactions" and "Shares Eligible for Future Sale."

CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION
REQUIRED IN CONNECTION WITH EXERCISE OF WARRANTS

Beginning on the later of the consummation of a Business Combination or one
year from the date of this Prospectus, the Company will be able to issue shares
of its Common Stock upon exercise of the Warrants only if there is then a
current prospectus relating to the Common Stock issuable upon the exercise of
the Warrants under an effective registration statement filed with the

Commission, and only if such Common Stock is qualified for sale or exempt from
qualification under applicable state securities laws of the jurisdictions in
which the various holders of Warrants reside. Although the Company has agreed
to use its best efforts to meet such requirements, there can be no assurance
that the Company will be able to do so. The Warrants may be deprived of any
value and the market for the Warrants may be limited if a then current
prospectus covering the Common Stock issuable upon the exercise of the Warrants
is not effective pursuant to an effective registration statement or if such
Common Stock is not qualified or exempt from qualification in the jurisdictions
in which the holders of the Warrants reside. See "Description of Securities."

OUTSTANDING WARRANTS

In connection with this offering, as part of the Units, the Company will be
issuing Warrants to purchase 2,500,000 shares of Common Stock (2,875,000 if the
Underwriter's over-allotment option is exercised in full). Additionally, the
Company issued Directors' Warrants to purchase 200,000 shares of Common Stock
and will issue the Unit Purchase Option entitling the Underwriter to purchase up
to 375,000 shares of Common Stock. To the extent shares of Common Stock are to
be issued by the Company to effect a Business Combination, the potential for the
issuance of substantial numbers of additional shares upon exercise of these
warrants could increase the cost to the Company of the Target Business (in terms
of number of shares required to be issued). See "Description of Securities
- -Warrants."

POTENTIAL ADVERSE EFFECT OF REDEMPTION OF WARRANTS

The Warrants may be redeemed by the Company, at a price of $.05 per
Warrant, at any time they are exercisable, subject to not less than 30 days
prior written notice to the holders thereof, provided that the last sale price
of the Common Stock had been at least $8.50 per share for the redemption of the
Class A Warrants and at least $10.50 per share for the redemption of the Class B
Warrants, respectively, for the 20 consecutive trading days ending on the third
day prior to the day on which notice is given. Notice of the redemption of the
Warrants could force the holders thereof to exercise the Warrants and pay the
exercise price at a time when it may be disadvantageous for them to do so to
sell the Warrants, or accept the redemption price which is likely to be
substantially less than the market value of the Warrants at the time of
redemption. See "Description of Securities - Warrants."

USE OF PROCEEDS

The net proceeds to the Company, after offering expenses and underwriting
discounts of approximately $1,050,000 ($1,173,750 if the Underwriter's
over-allotment option is exercised in full), from the sale of the Units offered
hereby are estimated to be $6,450,000 ($7,451,250 if the Underwriter's
over-allotment option is exercised in full). The Company will use substantially
all of the net proceeds of this offering to acquire a Target Business, including
identifying and evaluating prospective acquisition candidates, selecting the
Target Business, and structuring, negotiating and consummating the Business
Combination. The Company will not acquire a Target Business unless it satisfies
the Minimum Valuation Standard at the time of such acquisition. To the extent
that securities of the Company are used in whole or in part as consideration to
effect a Business Combination, the balance of the net proceeds of this offering
not theretofore expended will be used to finance the operations of the Target
Business.

The proceeds of this offering, after payment of underwriting discounts and
the Underwriter's non-accountable expense allowance, will be $6,675,000
($7,676,250 if the Underwriter's over-allotment option is exercised in full).
Ninety percent (90%) of such amount, or $6,007,500 ($6,908,625 if the
Underwriter's over-allotment option is exercised in full), will be placed in the
Trust Fund to be maintained by , , New York,
New York , as trustee, until the earlier of (i) the consummation of a
Business Combination or (ii) the liquidation of the Company. Therefore,
unless and until a Business Combination is consummated, the proceeds held in
the Trust Fund will not be available for use by the Company for any expenses
related to this offering or expenses which may be incurred by the Company
related to the investigation and selection of a Target Business and the
negotiation of an agreement to acquire the Target Business. The trustee of
the Trust Fund is only authorized to invest the funds in certain government,
quasi-government and investment grade debt securities and to disburse the
funds as indicated above; it has no other duties or obligations.

Approximately $50,000 as of the date of this Prospectus has been advanced
by Unity on a non-interest bearing demand basis, for payment on the Company's
behalf of certain expenses of this offering. Such advances will be repaid out of
the gross proceeds of this offering.

The net proceeds not held in the Trust Fund, approximately $442,500
($542,625 if the Underwriter's over-allotment option is exercised in full), will
be used for, or in connection with (i) the performance of "due diligence"
investigations of prospective acquisition candidates, (ii) legal, accounting and
other expenses attendant to such "due diligence" investigations and to
structuring, negotiating and consummating a Business Combination, and (iii)
legal and accounting fees to be incurred in connection with the Company's
obligation to file periodic reports, proxy statements and other informational
material with the Securities and Exchange Commission. In addition, the Company
has been obligated to pay to Unity, since June 1, 1996, a monthly fee of
$7,500 for general and administrative expenses. Such general and administrative
expenses have been accrued and will be paid to Unity

out of that portion of the net proceeds not held in the Trust Fund. See "Certain
Transactions."

Proceeds of this offering not immediately required for the purposes set
forth above will be invested in United States Government securities or other
high-quality, short-term interest-bearing investments, provided, however, that
the Company will attempt to invest the net proceeds in a manner which does not
result in the Company being deemed to be an investment company under the
Investment Company Act. The Company believes that, in the event a Business
Combination is not effected during the 18-month period from the date of the
consummation of this offering, unless extended to 24 months as discussed
elsewhere herein, and to the extent that a significant portion of the net
proceeds is not used in evaluating various prospective Target Businesses, the
interest income derived from investment of the net proceeds during such period
will be sufficient to defray continuing general and administrative expenses, as
well as costs relating to compliance with securities laws and regulations
(including associated professional fees).

A Public Stockholder shall be entitled to receive funds from the Trust Fund
only in the event of a liquidation or if he seeks to convert his shares into
cash in connection with a Business Combination which he voted against and which
is actually consummated by the Company. In no other circumstances shall a
Public Stockholder have any right or interest of any kind or in the Trust Fund.

DILUTION

The difference between the public offering price per share of Common Stock
(assuming no value is attributed to the Warrants included in the Units) and the
pro forma net tangible book value per share of Common Stock of the Company after
this offering constitutes the dilution to investors in this offering. Net
tangible book value per share is determined by dividing the net tangible book
value of the Company (total tangible assets less total liabilities) by the
number of outstanding shares of Common Stock.

At July 31, 1996, the net tangible book value of the Company was
$(264,937), or $(.42) per share of Common Stock. After giving effect to the sale
of 1,250,000 shares of Common Stock included in the Units offered hereby and the
application of the estimated net proceeds therefrom, the pro forma net tangible
book value of the Company at July 31, 1996 would have been $6,435,063, or $3.43
per share of Common Stock, representing an immediate increase in net tangible
book value of $3.85 per share to existing stockholders and an immediate dilution
of $2.57 per share to new investors. The following table illustrates the
foregoing information with respect to dilution to new investors on a per-share
basis (assuming no value is attributed to the Warrants included in the Units):

Public offering price per share of Common Stock $6.00

Net tangible book value
before this offering $( .42)

Increase attributable
to new investors 3.85
-----

Pro forma net tangible book
value after this offering 3.43
------

Dilution to new investors $2.57
------
------

The following table sets forth, with respect to Initial Stockholders and
new investors, a comparison of the number of shares of Common Stock acquired
from the Company, the percentage ownership of such shares, the total
consideration paid, the percentage of total consideration paid and the average
price per share:

SHARES PURCHASED (1) TOTAL CONSIDERATION AVERAGE
-------------------- ------------------- PRICE
AMOUNT PERCENTAGE AMOUNT PERCENTAGE PER SHARE
------ ---------- ------ ---------- ---------
Initial
Stockholders 625,000 33.3% $ 125 - % $ .0001

New Investors 1,250,000 66.7% $7,500,000 100.0% $6.00
--------- ----- ---------- -----

TOTAL 1,875,000 100.0% $7,500,125 100.0%
--------- ----- ---------- -----
--------- ----- ---------- -----

- --------------------
(1) The above table assumes no exercise of the Underwriter's over-allotment
option. If the Underwriter's over-allotment option is exercised in full,
the new investors will have paid $8,625,000 for 1,437,500 shares of Common
Stock, representing virtually 100.0% of the total consideration for
approximately 69.7% of the total number of shares of Common Stock then
outstanding. See "Underwriting."

CAPITALIZATION

The following table sets forth the capitalization of the Company at July
31, 1996 and as adjusted to give effect to the sale of the Units being offered
hereby and the application of the estimated net proceeds therefrom:

AS
ACTUAL ADJUSTED
------ --------
Stockholders' equity:
Common Stock, subject to possible
conversion, 249,875 shares
at conversion value $ - $1,201,899
Preferred Stock, $.01 par
value, 5,000 shares authorized;
none issued - -
Common Stock, $.0001 par
value, 20,000,000 shares
authorized; 625,000 shares
issued and outstanding;
1,625,125 shares issued and
outstanding (excluding 249,875
shares subject to possible
conversion), as adjusted 63 163
Capital in excess of par value - 5,248,001
Deficit accumulated during (15,000) (15,000)
development stage ------ ---------

Total stockholders' equity $(14,937) $6,435,063
------ ---------
------ ---------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company, a development stage entity, was formed 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")
with an operating business (a "Target Business") which the Company believes
has significant growth potential. The Company intends to utilize cash (to be
derived from the proceeds of this offering), equity, debt or a combination
thereof in effecting a Business Combination. The Company's efforts in
identifying a prospective Target Business will be limited to the following
industries: (i) the manufacture of analytical and controlling equipment,
chemicals and allied products, electronic equipment and medical
instrumentation; (ii) health services (including HMOs, laboratories and
nursing homes); (iii) environmental services and products; (iv) engineering
and construction; (v) wholesale and retail distribution (including discount
operations) of home furnishings, office supplies, computers and related
products, medical equipment and supplies, apparel and accessories, automotive
parts and supplies and food and beverage products; (vi) internet and other
new media products and services; and (vii) communications and entertainment.
It has neither engaged in any operations nor generated any revenues to date.
The Company's entire activity since its inception has been to prepare for its
proposed fundraising through an offering of equity securities as contemplated
by this Prospectus.

The Company's expenses of $15,000 through July 31, 1996 all relate to
general and administrative expenses provided by Unity. In addition, since May
1996, $40,500 has been advanced by Unity, on a non-interest bearing basis, for
payment on the Company's behalf of certain expenses of this offering. Such
amounts will be paid to Unity out of that portion of the net proceeds not held
in the Trust Fund.

The net proceeds to the Company, after offering expenses and
underwriting discounts of approximately $1,050,000 ($1,173,750 if the
Underwriter's over-allotment option is exercised in full), from the sale of
the Units offered hereby are estimated to be $6,450,000 ($7,451,250 if the
Underwriter's over-allotment option is exercised in full). The Company will
use substantially all of the net proceeds of this offering to acquire a
Target Business, including identifying and evaluating prospective acquisition
candidates, selecting the Target Business, and structuring, negotiating and
consummating the Business Combination. The Company will not acquire a Target
Business unless it satisfies the Fair Market Value criteria at the time of
such acquisition. To the extent that securities of the Company are used in
whole or in part as consideration to effect a Business Combination, the
balance of the net proceeds of this offering not theretofore expended will be
used to finance the operations of the Target Business.

The net proceeds not held in the Trust Fund, approximately $442,500
($542,625 if the Underwriter's over-allotment option is exercised in full),
will be used for, or in connection with (i) the performance of "due
diligence" investigations of prospective acquisition candidates, (ii) legal,
accounting and other expenses attendant to such "due diligence"
investigations and to structuring, negotiating and consummating a Business
Combination, and (iii) legal and accounting fees to be incurred in connection
with the Company's obligation to file periodic reports, proxy statements and
other informational material with the Securities and Exchange Commission. In
addition, the Company has been obligated to pay to Unity, since June 1,
1996, a monthly fee of $7,500 for general and administrative expenses. Such
general and administrative expenses have been accrued and will be paid to
Unity out of that portion of the net proceeds not held in the Trust Fund. See
"Certain Transactions."

PROPOSED BUSINESS

INTRODUCTION

The Company was formed to serve as a vehicle for the acquisition of a
Target Business which the Company believes has significant growth potential. The
Company intends to utilize cash (derived from the proceeds of this offering),
equity, debt or a combination of these in effecting a Business Combination. The
Company's efforts in identifying a prospective Target Business will be limited
to the Target Industries. While the Company may, under certain circumstances,
seek to effect Business Combinations with more than one Target Business, the
Company will, in all likelihood, have the ability, as a result of its limited
resources, to effect only a single Business Combination. The Company may effect
a Business Combination with a Target Business which may be financially unstable
or in its early stages of development or growth.

"BLANK CHECK" OFFERING

BACKGROUND. As a result of Management's broad discretion with respect to
the specific application of the net proceeds of this offering, this offering can
be characterized as a "blank check" offering. Although substantially all of the
net proceeds of this offering are intended to be generally applied toward
effecting a Business Combination, subject to the limitation concerning Target
Industries discussed under "- Introduction", such proceeds are not otherwise
being designated for any more specific purposes. Accordingly, prospective
investors will invest in the Company without an opportunity to evaluate the
specific merits or risks of any one or more Business Combinations. A Business
Combination may involve the acquisition of, or merger with, a company which does
not need substantial additional capital but which desires to establish a public
trading market for its shares, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself, such as time delays,
significant expense, loss of voting control and compliance with various Federal
and state securities laws.

UNSPECIFIED INDUSTRY AND TARGET BUSINESS. To date, the Company has not
selected any particular industry from the Target Industries or any Target
Business in which to concentrate its search for a Business Combination.
Accordingly, there is no basis for investors in this offering to evaluate the
possible merits or risks of the Target Business or the particular industry in
which the Company may ultimately operate. To the extent the Company effects a
Business Combination with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of sales or earnings), the Company will become subject to numerous risks
inherent in the

business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, to the extent that the Company effects
a Business Combination with an entity in an industry characterized by a high
level of risk, the Company will become subject to the currently unascertainable
risks of that industry. An extremely high level of risk frequently
characterizes certain industries which experience rapid growth. In addition,
although Management will endeavor to evaluate the risks inherent in a particular
industry or Target Business, there can be no assurance that the Company will
properly ascertain or assess all significant risk factors.

PROBABLE LACK OF BUSINESS DIVERSIFICATION. While the Company may, under
certain circumstances, seek to effect Business Combinations with more than one
Target Business, its initial Business Combination must be with a Target Business
which satisfies the Minimum Valuation Standard at the time of such acquisition.
Consequently, it is likely that the Company will have the ability to effect only
a single Business Combination. Accordingly, the prospects for the Company's
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities which have the resources to consummate
several Business Combinations of entities operating in multiple industries or
multiple areas of a single industry, it is highly likely that the Company will
not have the resources to diversify its operations or benefit from the possible
spreading of risks or offsetting of losses. The Company's probable lack of
diversification may subject the Company to numerous economic, competitive and
regulatory developments, any or all of which may have a substantial adverse
impact upon the particular industry in which the Company may operate subsequent
to a Business Combination. In addition, by consummating a Business Combination
with only a single entity, the prospects for the Company's success may become
dependent upon the development or market acceptance of a single or limited
number of products, processes or services. Accordingly, notwithstanding the
possibility of capital investment in and management assistance to the Target
Business by the Company, there can be no assurance that the Target Business will
prove to be commercially viable. Prior to the consummation of a Business
Combination, the Company has no intention of either loaning any of the proceeds
of this offering to any company or purchasing a minority equity interest in any
company.

OPPORTUNITY FOR STOCKHOLDER EVALUATION OR APPROVAL OF BUSINESS
COMBINATIONS. The investors in this offering will, in all likelihood, neither
receive nor otherwise have the opportunity to evaluate any financial or other
information which will be made available to the Company in connection with
selecting a potential Business Combination until after the Company has entered
into an agreement to effectuate a Business Combination. Such agreement to
effectuate a Business Combination, however, will be subject to stockholder
approval as discussed elsewhere herein. As a result,

investors in this offering will be almost entirely dependent on the judgment of
Management in connection with the selection and ultimate consummation of a
Business Combination. In connection with seeking stockholder approval of a
Business Combination, the Company intends to furnish its stockholders with proxy
solicitation materials prepared in accordance with the Exchange Act, which,
among other matters, will include a description of the operations of the Target
Business and audited historical financial statements thereof.

Under the Delaware Business Corporation Act, various forms of Business
Combinations can be effected without stockholder approval. In addition, the form
of Business Combination will have an impact upon the availability of dissenters'
rights (i.e., the right to receive fair payment with respect to the Company's
Common Stock) to stockholders disapproving the proposed Business Combination.
Under current applicable laws, only a merger, consolidation or share exchange
may give rise to a stockholder vote and to dissenters' rights. Nevertheless,
the Company will afford to investors in this offering the right to approve any
Business Combination, irrespective of whether such approval would be required
under applicable Delaware law. In the event, however, that 20% or more in
interest of Public Stockholders vote against approval of any Business
Combination, the Company will not consummate such Business Combination. All of
the Initial Stockholders, including all of the officers and directors of the
Company, have agreed to vote their respective shares of Common Stock in
accordance with the vote of the majority in interest of all Public Stockholders
with respect to any Business Combination.

LIMITED ABILITY TO EVALUATE TARGET BUSINESS' MANAGEMENT. While the
Company's ability to successfully effect a Business Combination will be
dependent upon the efforts of its officers and directors, the future role of
such persons, if any, in the Target Business cannot presently be stated with any
certainty. While it is possible that one or more of these persons will remain
associated in some capacity with the Company following a Business Combination,
it is unlikely that any of them will devote their full efforts to the affairs of
the Company subsequent thereto. Moreover, there can be no assurance that such
persons will have significant experience or knowledge relating to the operations
of the particular Target Business. Furthermore, although the Company intends to
closely scrutinize the management of a prospective Target Business in connection
with evaluating the desirability of effecting a Business Combination, there can
be no assurance that the Company's assessment of such management will prove to
be correct, especially in light of the possible inexperience of the Company's
officers and directors in evaluating certain types of businesses. In addition,
there can be no assurance that such future management will have the necessary
skills, qualifications or abilities to manage a public company intending to
embark on a program of business development. The Company may also seek to
recruit additional managers to

supplement the incumbent management of the Target Business. There can be no
assurance that the Company will have the ability to recruit such additional
managers, or that such additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.

SELECTION OF A TARGET BUSINESS AND STRUCTURING OF A TARGET COMBINATION.
Subject to the limitation that a Target Business be within the Target
Industries, Management of the Company will have virtually unrestricted
flexibility in identifying and selecting a prospective Target Business. In
evaluating a prospective Target Business, Management will consider, among other
factors, the following:

- financial condition and results of operation;

- growth potential;

- experience and skill of management and availability of additional
personnel;

- capital requirements;

- competitive position;

- stage of development of the products, processes or services;

- degree of current or potential market acceptance of the products,
processes or services;

- proprietary features and degree of intellectual property or other
protection of the products, processes or services;

- regulatory environment of the industry; and

- costs associated with effecting the Business Combination.

The foregoing criteria are not intended to be exhaustive; any evaluation
relating to the merits of a particular Business Combination will be based, to
the extent relevant, on the above factors as well as other considerations deemed
relevant by Management in connection with effecting a Business Combination
consistent with the Company's business objective. In connection with its
evaluation of a prospective Target Business, Management anticipates that it will
conduct an extensive due diligence review which will encompass, among other
things, meetings with incumbent management and inspection of facilities, as well
as review of financial or other information which will be made available to the
Company.

The time and costs required to select and evaluate a Target Business
(including conducting a due diligence review) and to structure and consummate
the Business Combination (including negotiating relevant agreements and
preparing requisite documents for filing pursuant to applicable securities laws
and state corporation laws) cannot presently be ascertained with any degree of
certainty. Mr. Burstein, the Company's President and principal stockholder,
intends to devote approximately 30% of his time to the affairs of the Company
and, accordingly, consummation of a Business Combination may require a greater
period of time than if such persons devoted their full time to the Company's
affairs. Any costs incurred in connection with the identification and evaluation
of a prospective Target Business with which a Business Combination is not
ultimately consummated will result in a loss to the Company and reduce the
amount of capital available to otherwise complete a Business Combination.

PRIOR INVOLVEMENT OF PRINCIPALS IN "BLANK CHECK" COMPANIES

The officers and directors of the Company (other than Mr. Norman Leben)
have held similar positions in seven other "blank check" companies, each of
which has consummated a Business Combination as of the date of this Prospectus.
Certain information with respect to each such Business Combination is set forth
below:

TRADING
DATE OF MARKET AND
NAME OF TARGET BUSINESS TICKER
BUSINESS COMBINATION NATURE OF BUSINESS SYMBOL
- ---------------- ----------- ------------------ ------

Bloc Development NYSE
Corp.(1) March 1988 Software development (GML)

Polyvision
Corporation April 1990 Manufacture and AMEX (PLI)
sale of vision projec-
tion systems,
architectural building
panels, modular
partitions and catalog
office products

T-HQ Inc. August 1991 Design and market- OTC Bulle-tin
ing of Nintendo and Board
SEGA games (TOYH)

SubMicron Systems August 1993 Semi-conductor capital NASDAQ-NMS
equipment manufacturer (SUBM)

Alliance
Entertainment Corp. November 1993 Distributor of pre- NYSE
recorded music, (CDS)
accessories and
entertainment
related products

USCI Inc. May 1995 Centralized auto- NASDAQ-NMS
mated computer- (USCM)
based cellular
telephone activation
systems

Brazil Fast Food Corp. March 1996 Owner and operator NASDAQ
of hamburger fast food SmallCap
restaurants (BOBS)
in Brazil
- ------------
(1) Bloc Development Corp. was acquired by Global Direct Mail Corp. in 1995.

SOURCES OF TARGET BUSINESSES

The Company anticipates that various Target Business candidates will be
brought to its attention from various unaffiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community, and affiliated sources, including, possibly, the
Company's officers, directors and their affiliates, who may present solicited or
unsolicited proposals. While the Company does not presently anticipate engaging
the services of professional firms that specialize in business acquisitions on
any formal basis, the Company may engage such firms in the future, in which
event the Company may pay a finder's fee or other compensation. In no event,
however, will the Company pay a finder's fee or commission to officers or
directors of the Company or any entity with which they are affiliated for such
service. See "Management - Conflicts of Interest."

COMPETITION

In identifying, evaluating and selecting a Target Business, the Company
expects to encounter intense competition from other entities having a business
objective similar to that of the Company. Many of these entities are well
established and have extensive experience in connection with identifying and
effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and/or other resources than the
Company and the Company's financial resources will be relatively limited when
contrasted with those of many of these competitors. This inherent competitive
limitation may give others an advantage in pursuing the acquisition of certain
Target

Businesses. Further, the Company's obligation to seek stockholder approval of a
Business Combination may delay the consummation of a transaction; and the
Company's obligation in certain circumstances to convert into cash shares of
Common Stock held by Public Stockholders may reduce the resources available to
the Company for a Business Combination or for other corporate purposes. Either
of these obligations may place the Company at a competitive disadvantage in
successfully negotiating a Business Combination. Management believes, however,
that the Company's status as a public entity and its potential access to the
United States public equity markets may give the Company a competitive advantage
over privately-held entities having a similar business objective to that of the
Company in acquiring a Target Business with significant growth potential on
favorable terms.

UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET BUSINESS

In the event that the Company succeeds in effecting a Business Combination,
the Company will, in all likelihood, become subject to intense competition from
competitors of the Target Business. In particular, certain industries which
experience rapid growth frequently attract an increasingly larger number of
competitors, including competitors with increasingly greater financial,
marketing, technical and other resources than the initial competitors in the
industry. The degree of competition characterizing the industry of any
prospective Target Business cannot presently be ascertained. There can be no
assurance that, subsequent to a Business Combination, the Company will have the
resources to compete effectively, especially to the extent that the Target
Business is in a high-growth industry.

FACILITIES

The Company presently occupies approximately 500 square feet of office
space in premises occupied by Unity. The cost for such space is included in a
$7,500-per-month fee charged by Unity for general and administrative services.
The Company believes, based upon rents and fees for similar services in the New
York City metropolitan area, that the fee charged by Unity is at least as
favorable as it could have obtained from an unaffiliated person. See "Certain
Transactions."

EMPLOYEES

As of the date of this Prospectus, the Company, in addition to its two
officers, has one part-time employee who is employed in an administrative
capacity.

PERIODIC REPORTING AND AUDITED FINANCIAL STATEMENTS

The Company has registered its securities under the Exchange Act and
therefore has certain reporting obligations, including the requirement that it
file annual and quarterly reports with the Commission. In accordance with the
requirements of the Exchange Act, the Company intends to furnish to its
stockholders Annual Reports containing financial statements audited and reported
on by its independent accountants.

The Company will not acquire a Target Business if audited financial
statements cannot be obtained for such Target Business. Additionally,
management will provide the Public Stockholders with audited financial
statements (prepared in accordance with generally accepted accounting
principles) of the prospective Target Business as part of the proxy solicitation
materials sent to the Public Stockholders to assist them in assessing the Target
Business. Management believes that the requirement of having available audited
financial statements for the Target Business will not materially limit the pool
of potential Target Businesses available for acquisition.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The current directors and officers of the Company are as follows:

NAME AGE POSITION
---- --- --------

Lawrence Burstein 53 President, Treasurer and
Director

John Cattier 62 Director

Barry Ridings 43 Director

Norman Leben 36 Secretary and Director

LAWRENCE BURSTEIN has been President, Treasurer and a director of the
Company since its inception. Since March 1996, Mr. Burstein has been Chairman of
the Board and a principal shareholder of Unity. Mr. Burstein is a director of
five public companies, being, respectively, TOYH, USCM, BOBS, CAS Medical
Systems, Inc., engaged in the manufacture and marketing of blood pressure
monitors and other medical products principally for the neonatal market, and The
MNI Group Inc., engaged in the marketing of specially formulated medical foods.
Mr. Burstein received an L.L.B. from Columbia Law School.

JOHN CATTIER has been a director of the Company since its inception. Since
May 1996, Mr. Cattier has been a director and a shareholder of Unity. Mr.
Cattier has been an independent consultant since January 1985. From 1957 to
December 1984, Mr. Cattier was associated with White Weld & Co., investment
bankers, serving as a general partner, and with Credit Suisse White Weld (which
subsequently became Credit Suisse First Boston), investment bankers, in various
capacities. Mr. Cattier is a director of Pacific Assets Trust PLC, a United
Kingdom investment trust, and Chairman of the Board of Directors of Heptagon
Investments Limited, an investment company ("Heptagon"). Mr. Cattier received a
B.A. from Yale University.

BARRY RIDINGS has been a director of the Company since its inception. Since
March 1990, Mr. Ridings has been a Managing Director of Alex Brown & Sons,
investment bankers. From June 1986 to March 1990, Mr. Ridings was a Managing
Director of Drexel Burnham Lambert, investment bankers. Mr. Ridings is a
director of SubMicron Systems Corporation, a company engaged in the design,
manufacture and marketing of advanced processing systems sold primarily to
manufacturers of semiconductor chips, Transcor Waste

Services Corp., a waste management company, Leaseway Transportation Corp., a
trucking company, Rax Restaurants Inc., a restaurant chain and Norex America
Inc., a shipping company. Mr. Ridings received an M.B.A. from Cornell
University.

NORMAN LEBEN has been Secretary and a director of the Company since its
inception. Mr. Leben is, and since 1988 has been, a partner of DML, certified
public accountants. Prior thereto and from 1985, Mr. Leben was engaged in the
acquisition, management, syndication and operation of real estate and other
emerging marketing businesses. Prior to 1985, Mr. Leben was employed by
Laventhol & Horwath. Mr. Leben received a B.B.A. from George Washington
University.

All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Directors receive no
compensation for serving on the Board of Directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board. Mr.
Burstein intends to devote approximately 30% of his time to the affairs of the
Company. The Company has not entered into employment agreements with any of its
officers.

EXECUTIVE COMPENSATION

No officer has received any cash compensation from the Company since
inception for services rendered. Other than the $7,500 monthly administrative
fee, no compensation of any kind (including finders and consulting fees) will
be paid to any Initial Stockholder, or any affiliate thereof for services
rendered to the Company prior to or in connection with the Business
Combination; provided, however, that such persons shall be entitled to
receive, upon consummation of the Business Combination, commissions for
monies raised by them for the Company in connection with the Business
Combination, at rates that are no less favorable to the Company than those
which the Company would pay to unaffiliated third parties. In addition, the
Affiliated Initial Stockholders will receive reimbursement for any
out-of-pocket expenses incurred in connection with activities on behalf of
the Company. There is no limit on the amount of such reimbursable expenses
and there will be no review of the reasonableness of such expenses by anyone
other than the Board of Directors which includes two members who are officers
and who may seek reimbursement.

STOCK OPTION PLAN

The Company's 1996 Stock Option Plan ("1996 Plan") was adopted by both the
Board of Directors and a majority in interest of the stockholders of the Company
on May 30, 1996. The 1996 Plan provides for the granting of options which are
intended to qualify either as

incentive stock options ("Incentive Stock Options") within the meaning of
Section 422 of the Internal Revenue Code of 1986 or as options which are not
intended to meet the requirements of such section ("Nonstatutory Stock
Options"). The total number of shares of Common Stock reserved for issuance
under the 1996 Plan is 187,500. Options to purchase shares may be granted under
the 1996 Plan to persons who, in the case of Incentive Stock Options, are
employees (including officers) of the Company, or, in the case of Nonstatutory
Stock Options, are employees (including officers) or non-employee directors of
the Company.

The 1996 Plan provides for its administration by the Board of Directors or
a committee chosen by the Board of Directors, which has discretionary authority,
subject to certain restrictions, to determine the number of shares issued
pursuant to Incentive Stock Options and Nonstatutory Stock Options and the
individuals to whom, the times at which and the exercise price for which options
will be granted.

The exercise price of all Incentive Stock Options granted under the 1996
Plan must be at least equal to the fair market value of such shares on the date
of the grant or, in the case of Incentive Stock Options granted to the holder of
more than 10% of the Company's Common Stock, at least 110% of the fair market
value of such shares on the date of the grant. The maximum exercise period for
which Incentive stock Options may be granted is ten years from the date of grant
(five years in the case of an individual owning more than 10% of the Company's
Common Stock). The aggregate fair market value (determined at the date of the
option grant) of shares with respect to which Incentive Stock Options are
exercisable for the first time by the holder of the option during any calendar
year shall not exceed $100,000.

No options may be granted under the 1996 Plan prior to the consummation of
a Business Combination.

CONFLICTS OF INTEREST

None of the Company's officers and directors are required to commit their
full time to the affairs of the Company and, accordingly, such persons may have
conflicts of interest in allocating management time among various business
activities. Certain of these persons may in the future become affiliated with
entities, including other "blank check" companies, engaged in business
activities similar to those intended to be conducted by the Company. Messrs.
Burstein, Leben and Cattier are each directors and, together with Mr. Ridings,
shareholders of Unity, which is engaged principally in making investments in
privately held companies. Mr. Burstein and each of the other directors of the
Company also serve as directors of various private companies and are engaged in
various other business activities. In the course of

their other business activities, certain of the Company's officers and directors
may become aware of investment and business opportunities which may be
appropriate for presentation to the Company as well as the other entities with
which they are affiliated. Such persons may have conflicts of interest in
determining to which entity a particular business opportunity should be
presented. In order to reduce potential conflicts of interest, the Company's
officers and directors have agreed that they will offer all suitable prospective
Target Businesses to the Company before any other company until the earlier of a
Business Combination or the liquidation of the Company. In general, officers
and directors of a corporation incorporated under the laws of the State of
Delaware are required to present certain business opportunities to such
corporation. Under Delaware law, officers and directors generally are required
to bring business opportunities to the attention of such corporation if: such
corporation could financially undertake the opportunity; the opportunity is
within the corporation's line of business; and it would not be fair to the
corporation and its stockholders for the opportunity not to be brought to the
attention of such corporation. Accordingly, as a result of multiple business
affiliations, certain of the Company's officers and directors may have similar
legal obligations relating to presenting certain business opportunities to
multiple entities. In addition, conflicts of interest may arise in connection
with evaluations of a particular business opportunity by the Board of Directors
with respect to the foregoing criteria. There can be no assurance that any of
the foregoing conflicts will be resolved in favor of the Company. See "Proposed
Business - 'Blank Check' Offering - Selection of a Target Business and
Structuring of a Business Combination."

In order to minimize potential conflicts of interest which may arise from
multiple corporate affiliations, each of Messrs. Burstein, Leben and Cattier
have agreed in principle to present to the Company for its consideration, prior
to presentation to any other entity, any business opportunity which, under
Delaware law, may reasonably be required to be presented to the Company.

To further minimize potential conflicts of interest, the Company is
restricted from pursuing any transactions with entities affiliated with an
officer or director of the Company without the prior approval of a majority of
its disinterested directors.

In connection with any stockholder vote relating to approval of a Business
Combination, all of the Initial Stockholders, including all of the officers and
directors of the Company, have agreed to vote their respective shares of Common
Stock in accordance with the vote of the majority in interest of the Public
Stockholders. In addition, the Initial Stockholders have agreed to waive their
respective rights to participate in any liquidation distribution but only with
respect to those shares of Common Stock acquired by such persons prior to this
offering.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of July 31, 1996 and as
adjusted to reflect the sale of the shares of Common Stock included in the Units
offered hereby, based on information obtained from the persons named below, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known by the Company to be the owner of more than 5% of the outstanding shares
of Common Stock, (ii) each director of the Company and (iii) all officers and
directors of the Company as a group:

AMOUNT AND PERCENTAGE OF
NATURE OF OUTSTANDING SHARES
------------------------
BENEFICIAL BEFORE AFTER
OWNERSHIP(1)(2) OFFERING OFFERING
--------------- -------- --------

Lawrence Burstein 175,000(3) 28.0% 9.33%
245 Fifth Avenue
New York, NY 10016

John Cattier 140,500(3)(4) 22.48% 7.49%
Achlain Invermoriston
Invernesshire
IV3 6YN, United Kingdom

Barry Ridings 6,000 0.01% - %
16 Erwin Park
Montclair, NJ 07902

Norman Leben 40,000(3) 6.40% 2.13%
245 Fifth Avenue
New York, NY 10016

All officers and
directors as a
group (4 persons) 311,500(3)(4) 49.84% 16.61%

- ----------
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.

(2) Does not include shares issuable upon exercise of the Directors' Warrants
which are beneficially owned by each of the persons named in the above
table but which are not exercisable until the consummation of a Business
Combination.

(3) Includes 25,000 shares of Common Stock owned by Unity, over which shares
Messrs. Burstein, Leben and Cattier share voting and investment power.

(4) Includes (i) 75,000 shares held by Heptagon and (ii) 1,500 shares held by
an affiliate of Heptagon. Mr. Cattier is Chairman of Heptagon's board of
directors and exercises voting and dispositive control over approximately
4.5% of Heptagon's shares of capital stock. Mr. Cattier disclaims any
voting or dispositive power over these shares. Also includes 39,000
shares owned by Cricket Services, Ltd. ("Cricket"), over which shares Mr.
Cattier exercises voting and dispositive control.

The shares of the Company's Common Stock owned as of the date hereof by all
of the officers and directors of the Company and by all persons owning more than
5% of the currently outstanding shares

of Common Stock will be placed in escrow with American Stock Transfer & Trust
Company, as escrow agent, until the earlier of (i) six months following the
consummation of a Business Combination or (ii) the liquidation of the Company.
During such escrow period, such persons will not be able to sell their
respective shares of Common Stock, but will retain all other rights as
stockholders of the Company, including, without limitation, the right to vote
such shares of Common Stock.

Messrs. Burstein, Leben and Cattier, as well as Unity, may be deemed to be
"parents" and "promoters" of the Company, as such terms are defined under the
Federal securities laws.

CERTAIN TRANSACTIONS

In June 1996, the Company issued an aggregate of 625,000 shares of
Common Stock at a purchase price of $.0001 per share, as follows: 25,000
shares to Unity; 150,000 shares to Mr. Burstein; 15,000 shares to Mr. Leben;
an aggregate of 76,500 shares to Heptagon and its affiliate; 39,000 shares to
Cricket; 6,000 shares to Barry Ridings; and 313,500 shares to 24 other
persons.

In June 1996, the Company issued 58,334, 58,333, 58,333 and 25,000 Class A
and Class B Warrants to each of, respectively, Messrs. Burstein, Leben, Cattier
and Ridings ("collectively, the "Directors' Warrants"), in consideration for
future services to be rendered by such persons on behalf of the Company. The
Directors' Warrants and the Common Stock underlying such warrants have been
registered pursuant to the Registration Statement of which this Prospectus forms
a part. The Directors' Warrants are identical to the Warrants offered hereby
but are not redeemable by the Company and may not be transferred or exercised
until the consummation of a Business Combination.

The Company has been obligated to pay Unity, since June 1, 1996, a monthly
fee of $7,500 for general and administrative services pursuant to an agreement
which may be canceled by either party upon 30 days' prior written notice. Such
fee includes the use of approximately 500 square feet of office space in
premises occupied by Unity. An accounting firm which is an affiliate of Mr.
Leben affords Unity the use of such space at a monthly rental of $2,000.
Messrs. Burstein, Leben and Cattier are each directors and shareholders of
Unity.

Unity has made non-interest demand loans aggregating approximately $50,000
to the Company as of the date of this Prospectus to cover expenses related to
this offering. The Company intends to repay these loans, as well as those
accrued general and administrative expenses owed to Unity discussed above, out
of the proceeds of this offering not held in the Trust Fund.

DML has performed bookkeeping, tax and accounting services for certain of
the "blank check" companies of which Messrs. Burstein, Cattier and Ridings, have
been directors and shareholders from their dates of inceptions through the
consummation of their respective Business Combinations and is expected to
perform similar services for the Company at an aggregate cost of approximately
$12,000 per annum. DML may also be paid to engage in financial "due diligence"
activities for the Company in connection with its evaluation of prospective
Target Companies for a Business Combination.

Other than the $7,500 monthly administrative fee, no compensation of any
kind (including finders and consulting fees) will be paid to any Initial
Stockholder, or any affiliate thereof for services rendered to the Company
prior to or in connection with the Business Combination; provided, however,
that such persons shall be entitled to receive, upon consummation of the
Business Combination, commissions for monies raised by them for the Company
in connection with the Business Combination, at rates that are no less
favorable to the Company than those which the Company would pay to
unaffiliated third parties.

All ongoing transactions between the Company and any of the Affiliated
Initial Stockholders or their respective affiliates, as well as any future
transactions, will be on terms believed by the Company to be no less favorable
than are available from unaffiliated third parties and will be subject to prior
approval in each instance by a majority of the members of the Company's Board of
Directors who do not have an interest in the transaction.

DESCRIPTION OF SECURITIES

GENERAL

The Company is authorized to issue 20,000,000 shares of Common Stock, par
value $.0001 per share, and 5,000 shares of Preferred Stock, par value $.01 per
share. As of the date of this Prospectus, 625,000 shares of Common Stock are
outstanding, held of record by 31 persons. No shares of Preferred Stock are
currently outstanding.

UNITS

Each Unit consists of one share of Common Stock, one Class A Warrant and
one Class B Warrant, each Warrant entitling the holder to purchase one share
of Common Stock. The Common Stock and Warrants will become separable and
transferable upon consummation of a Business Combination.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefore. In the event of liquidation,

dissolution or winding up of the Company, the holders of Common Stock (except
for the Affiliated Initial Stockholders who have agreed to waive their rights
and the Non-Affiliated Initial Stockholders who have agreed to waive certain of
their rights to share in any distribution relating to a liquidation of the
Company due to the failure of the Company to effect a Business Combination
within 18 or 24 months, as the case may be, from the date of consummation of
this offering) are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision has
been made for each class of stock, if any, having preference over the Common
Stock. Holders of shares of Common Stock, as such, have no conversion,
preemptive or other subscription rights, and, except as noted below, there are
no redemption provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock included in the
Units, when issued and paid for as set forth in this Prospectus, will be, fully
paid and nonassessable.

PREFERRED STOCK

The Company's Certificate of Incorporation authorizes the issuance of 5,000
shares of a "blank check" preferred stock (the "Preferred Stock") with such
designation, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Company's Common Stock,
although the Underwriting Agreement prohibits the Company, prior to a Business
Combination, from issuing Preferred Stock which participates in any manner in
the proceeds of the Trust Fund, or which votes as a class with the Common Stock
on a Business Combination. The Company may issue some or all of such shares in
connection with a Business Combination. In addition, the Preferred Stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company. Although the Company does not
currently intend to issue any shares of Preferred Stock, there can be no
assurance that the Company will not do so in the future.

WARRANTS

Each Class A Warrant entitles the registered holder to purchase one share
of Common Stock of the Company at a price of $5.50 per share, subject to
adjustment in certain circumstances, at any time commencing on the later of (i)
the consummation of a Business Combination or (ii) one year from the date of
this Prospectus and ending at 5:00 p.m., New York City time, on , 2002, at
which time the Class A Warrants will expire. Each Class B Warrant entitles the
registered holder to purchase one share of

the Company's Common Stock at a price of $7.50 per share, subject to adjustment
in certain circumstances, at any time commencing on the later of (i) the
consummation of a Business Combination or (ii) one year from the date of this
Prospectus and ending at 5:00 p.m., New York City time, on , 2002, at
which time the Class B Warrants will expire.

The Company may call the Class A Warrants and the Class B Warrants for
redemption, each as a class, in whole and not in part, at the option of the
Company and with the consent of the Underwriter, at a price of $.05 per
Warrant at any time after the Warrants become exercisable upon not less than 30
days' prior written notice, provided that the reported closing bid price of the
Common Stock equals or exceeds $8.50 per share, with respect to the Class A
Warrants, and $10.50 per share, with respect to the Class B Warrants, for the
20 consecutive trading days ending on the third day prior to the notice of
redemption to warrantholders. The warrantholders shall have exercise rights
until the close of business on the date fixed for redemption.

The Warrants will be issued in registered form under a Warrant Agreement
between the Company and American Stock Transfer & Trust Company, as Warrant
Agent. Reference is made to said Warrant Agreement (which has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part) for a
complete description of the terms and conditions applicable to the Warrants
(the description herein contained being qualified in its entirety by reference
to such Warrant Agreement).

The exercise price and number of shares of Common Stock issuable on
exercise of the Warrants are subject to adjustment in certain circumstances
including in the event of a stock dividend, recapitalization, reorganization,
merger or consolidation of the Company. However, the Warrants are not subject
to adjustment for issuances of Common Stock at a price below their respective
exercise prices.

The Company has the right, in its sole discretion, to decrease the exercise
price of the Warrants for a period of not less than 30 days on not less than 30
days' prior written notice to the warrantholders. In addition, the Company has
the right, in its sole discretion, to extend the expiration date of the
Warrants on five business days' prior written notice to the warrantholders.

The Warrants may be exercised upon surrender of the Warrant Certificate on
or prior to the expiration date at the offices of the Warrant Agent, with the
exercise form on the reverse side of the Warrant Certificate completed and
executed as indicated, accompanied by full payments of the exercise price (by
certified check, payable to the Company) to the Warrant Agent for the number of
Warrants being exercised. The warrantholders do not have the rights or
privileges of holders of Common Stock.

No Warrants will be exercisable unless at the time of exercise the Company
has filed with the Commission a current prospectus covering the shares of Common
Stock issuable upon exercise of such Warrants and such shares have been
registered or qualified or deemed to be exempt under the securities laws of the
state of residence of the holder of such Warrants. The Company will use its
best efforts to have all shares so registered or qualified on or before the
exercise date and to maintain a current prospectus relating thereto until the
expiration of the Warrants, subject to the terms of the Warrant Agreement.
While it is the Company's intention to do so, there is no assurance that it will
be able to do so. See "Risk Factors - Risks Relating to the Offering -Current
Prospectus and State Blue Sky Registration Required in Connection with Exercise
of Warrants."

No fractional shares will be issued upon exercise of the Warrants.
However, if a warrantholder exercises all Warrants then owned of record by him,
the Company will pay to such warrantholder, in lieu of the issuance of any
fractional share which is otherwise issuable to such warrantholder, an amount in
cash based on the market value of the Common Stock on the last trading day prior
to the exercise date.

DIVIDENDS

The Company has not paid any dividends on its Common Stock to date and does
not intend to pay dividends prior to the consummation of a Business Combination.
The payment of dividends in the future, if any, will be contingent upon the
Company's revenues and earnings, if any, capital requirements and general
financial condition subsequent to consummation of a Business Combination. The
payment of any dividends subsequent to a Business Combination will be within the
discretion of the Company's then Board of Directors. It is the present intention
of the Board of Directors to retain all earnings, if any, for use in the
Company's business operations and, accordingly, the Board does not anticipate
declaring any dividends in the foreseeable future.

TRANSFER AGENT

The transfer agent for the Company's securities is American Stock Transfer
& Trust Company, 40 Wall Street, New York, New York 10005.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of this offering, the Company will have 1,875,000
shares of Common Stock outstanding (2,062,500 shares if the Underwriter's
over-allotment option is exercised in full). Of

these shares, the 1,250,000 shares sold in this offering (1,437,500 shares in
the event of the exercise of the over-allotment option) will be freely tradeable
without restriction or further registration under the Securities Act, except for
any shares purchased by an "affiliate" of the Company (in general, a person who
has a control relationship with the Company) which will be subject to
limitations of Rule 144. All of the remaining 625,000 shares are deemed to be
"restricted securities", as that term is defined under Rule 144, in that such
shares were issued in private transactions not involving a public offering. None
of such shares will be eligible for sale under Rule 144 prior to May 30, 1998.
Notwithstanding this, the Affiliated Initial Stockholders have agreed not to
sell their respective shares of Common Stock prior to six months following the
consummation of a Business Combination and the Non-Affiliated Initial
Stockholders have agreed not to sell their respective shares of Common Stock,
which were acquired prior to the date of this Prospectus, prior to the
occurrence of a Business Combination.

In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
the Company (or persons whose shares are aggregated), who has owned restricted
shares of Common Stock beneficially for at least two years is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of 1% of the total number of outstanding shares of the same class or, if
the Common Stock is quoted on The Nasdaq Stock Market, the average weekly
trading volume during the four calendar weeks preceding the sale. A person who
has not been an affiliate of the Company for at least the three months
immediately preceding the sale and who has beneficially owned shares of Common
Stock for at least three years is entitled to sell such shares under Rule 144
without regard to any of the limitations described above.

An additional 200,000 shares of Common Stock, which have been registered
pursuant to the Registration Statement of which this Prospectus forms a part,
are issuable upon the exercise of the Directors' Warrants issued to Messrs.
Burstein, Leben, Cattier and Ridings. The Directors' Warrants are identical to
the Warrants offered hereby but are not redeemable by the Company and may not
be exercised until the consummation of a Business Combination.

Prior to this offering, there has been no market for the Common Stock and
no prediction can be made as to the effect, if any, that market sales of
restricted shares of Common Stock or the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of Common Stock may be sold in the public
market may adversely affect prevailing market prices for the Common Stock and
could impair the Company's ability to raise capital through the sale of its
equity securities.

STATE BLUE SKY INFORMATION

The Units will only be offered and sold by the Company in the States of
Delaware, District of Columbia, Florida, Hawaii, Illinois, Maryland, New York
and West Virginia (the "Primary Distribution States"). In addition, such
securities will be immediately eligible for resale in the secondary market in
each of the Primary Distribution States and in the States of Iowa and
Pennsylvania. Purchasers of such securities either in this offering or in any
subsequent trading market which may develop must be residents of such states.
The Company will amend this prospectus for the purpose of disclosing additional
states, if any, in which the Company's securities will be eligible for resale in
the secondary trading market.

UNDERWRITING

GKN Securities Corp. has agreed, subject to the terms and conditions of the
Underwriting Agreement, to purchase from the Company a total of 1,250,000 Units.
The Underwriting Agreement provides that the obligations of the Underwriter are
subject to approval of certain legal matters by counsel and various other
conditions precedent, and that the Underwriter is obligated to purchase all of
the Units offered by this Prospectus (other than the Units covered by the over-
allotment option described below), if any are purchased.

The Company has been advised by the Underwriter that it proposes to offer
the Units to the public at the initial offering price set forth on the cover
page of this Prospectus and to certain dealers at that price less a concession
not in excess of $ per Unit. The Underwriter may allow, and such dealers may
reallow, a concession not in excess of $ per Unit to certain other dealers.
After the initial public offering, the offering price and other selling terms
may be changed by the Underwriter.

The Company has granted to the Underwriter an option, exercisable during
the 45-day period after the date of this Prospectus, to purchase from the
Company at the offering price, less underwriting discounts and the
non-accountable expense allowance, up to an aggregate of 187,500 additional
Units for the sole purpose of covering over-allotments, if any.

The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act. The Company has
also agreed to pay to the Underwriter an expense allowance on a non-accountable
basis equal to 3% of the gross proceeds derived from the sale of the Units
underwritten ($225,000 if the Underwriter's over-allotment option is not
exercised and $258,750 if the Underwriter's over-allotment option is
exercised in full), $25,000 of which has been paid to date.

The Company has granted the Underwriter for a period of three years from
the date hereof the right to have the Underwriter's designee present at all
meetings of the Company's Board of Directors. Such designee will be entitled to
the same notices and communications sent by the Company to its directors and to
attend directors' meetings, but will not be entitled to vote thereat. The
Underwriter has not named such designee as of the date of this Prospectus.

The Company has engaged GKN, on a non-exclusive basis, as its agent for
the solicitation of the exercise of the Warrants. To the extent not
inconsistent with the guidelines of the NASD and the rules and regulations of
the Commission, the Company has agreed to pay GKN for bona fide services
rendered a commission equal to 5% of the exercise price for each Warrant
exercised more than one year after the date of this Prospectus if the
exercise was solicited by GKN. In addition to soliciting, either orally or
in writing, the exercise of the Warrants, such services may also include
disseminating information, either orally or in writing, to warrantholders
about the Company or the market for the Company's securities, and assisting
in the processing of the exercise of Warrants. No compensation will be paid
to GKN in connection with the exercise of the Warrants if the market price of
the underlying shares of Common Stock is lower than the exercise price, the
holder of the Warrants has not confirmed in writing that GKN solicited such
exercise, the Warrants are held in a discretionary account, the Warrants are
exercised in an unsolicited transaction or the arrangement to pay the
commission is not disclosed in the prospectus provided to warrantholders at
the time of exercise. In addition, unless granted an exemption by the
Commission from Rule 10b-6 under the Exchange Act, while it is soliciting
exercise of the Warrants, GKN will be prohibited from engaging in any market
making activities or solicited brokerage activities with regard to the
Company's securities unless GKN has waived its right to receive a fee for the
exercise of the Warrants.

In connection with this offering, the Company has agreed to sell to the
Underwriter, for nominal consideration, an option ("Unit Purchase Option") to
purchase up to an aggregate of 125,000 Units. The Units issuable upon
exercise of the Unit Purchase Option are identical to those offered hereby
except that the Warrants contained therein expire five years from the date
hereof. The Unit Purchase Option is exercisable initially at $6.60 per Unit
for a period of four years commencing one year from the date hereof. The Unit
Purchase Option may not be transferred, sold, assigned or hypothecated during
the one-year period following the date of this Prospectus, except to members
of the selected dealers and officers and partners of the Underwriter or the
selected dealers. The Unit Purchase Option grants to the holders thereof
certain demand and "piggy back" rights for periods of five and seven years,
respectively, from the date of this Prospectus with

respect to the registration under the Securities Act of the securities directly
and indirectly issuable upon exercise of the Unit Purchase Option.

Prior to this offering there has been no public market for any of the
Company's securities. Accordingly, the offering price of the Units offered
hereby and the terms of the Warrants were determined by negotiation between
the Company and the Underwriter and do not necessarily bear any relation to
established valuation criteria. Factors considered in determining such prices
and terms, in addition to prevailing market conditions, included the history
of and the prospects for the industry in which the Company competes, an
assessment of the Company's Management, the prospects of the Company, its
capital structure and such other factors as were deemed relevant.

Although it is not obligated to do so, the Underwriter may introduce
the Company to potential Target Businesses or assist the Company in raising
additional capital, as needs may arise in the future. The Company is not
under any contractual obligation with the Underwriter to engage it to provide
any services for the Company after consummation of this offering, but if it
does, it may pay the Underwriter a finder's fee or other compensation.

LEGAL MATTERS

The legality of the securities offered hereby will be passed upon for the
Company by Parker Duryee Rosoff & Haft A Professional Corporation, New York, New
York. Graubard Mollen & Miller, New York, New York, has acted as counsel for
the Underwriter in connection with this offering. A member of Parker Duryee
Rosoff & Haft beneficially owns 6,000 shares of the Company's Common Stock.

EXPERTS

The financial statements included in this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report. Reference is made to said report which includes an explanatory paragraph
with regard to the Company being in its development stage, which raises
substantial doubt about its ability to continue as a going concern.

ADDITIONAL INFORMATION

The Company has filed with the Commission in Washington, D.C., a
Registration Statement ("Registration Statement") under the Securities Act
with respect to the Units, the Common Stock and the Warrants offered by this
Prospectus. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and this offering, reference is made
to the Registration Statement, including the exhibits filed therewith, copies
of which may be obtained at prescribed rates from the Commission at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street N.W., Washington, D.C. 20549, and at the following regional
offices: 7 World Trade Center, New York, New York 10048, and Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60611.
In addition, all reports filed by the Company via the Commission's
Electronic Data Gathering and Retrieval System (EDGAR) can be obtained from
the Commission's Internet web set located at www.sec.gov. Descriptions
contained in this Prospectus as to the contents of any contract or other
document filed as an exhibit to the Registration Statement are not
necessarily complete and each such description is qualified by reference to
such contract or document.

UNITY FIRST ACQUISITION CORP.
(A DEVELOPMENT STAGE ENTITY)

INDEX TO FINANCIAL STATEMENTS

PAGE
----
Report of Independent Public Accountants . . . . . . . . . . . . F-2

Financial Statements

Balance Sheet - July 31, 1996. . . . . . . . . . . . . . . . . F-3

Statement of Operations for the period
May 30, 1996 (Date of Inception)
Through July 31, 1996 . . . . . . . . . . . . . . . . . . . F-4

Statement of Changes in Shareholders' Equity
for the period May 30, 1996
(Date of Inception) Through
July 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . F-5

Statement of Cash Flows for the period
May 30, 1996 (Date of Inception)
Through July 31, 1996 . . . . . . . . . . . . . . . . . . . F-6

Notes to Financial Statements. . . . . . . . . . . . . . . . . .F-7 to F-14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Unity First Acquisition Corp.:

We have audited the accompanying balance sheet of Unity First Acquisition
Corp. (a Delaware corporation in the development stage) as of July 31, 1996, and
the related statements of operations, changes in shareholders' equity (deficit)
and cash flows for the period from inception (May 30, 1996) to July 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Unity First Acquisition
Corp. as of July 31, 1996, and the results of its operations and its cash flows
for the period from inception (May 30, 1996) to July 31, 1996, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying
financial statements, the Company is a development stage enterprise with no
significant operating results to date. The factors discussed in Note 1 to the
financial statements raise a substantial doubt about the ability of the Company
to continue as a going concern. Management's plans in regards to those matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP

New York, New York
August 16, 1996

F-2

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

BALANCE SHEET
JULY 31, 1996

- -----------------------------------------------------------------------------

ASSETS

CURRENT ASSETS:
Cash $ 563
--------
DEFERRED REGISTRATION COSTS 250,000
--------
TOTAL ASSETS $250,563
--------
--------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accrued registration costs $225,000
Advances from affiliate 40,500
--------
TOTAL CURRENT LIABILITIES 265,500
--------
COMMITMENTS AND CONTINGENCIES (Note 6)

SHAREHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value, 5,000 shares
authorized, no shares issued -
Common stock, $.0001 par value, 20,000,000
shares authorized, 625,000 shares issued and
outstanding 63
Additional paid-in-capital -
Deficit accumulated during the development stage (15,000)
--------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (14,937)
--------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $250,563
--------
--------

See Accompanying Notes to Financial Statements

F-3

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

STATEMENT OF OPERATIONS
FOR THE PERIOD MAY 30, 1996
(DATE OF INCEPTION) THROUGH JULY 31, 1996

- -----------------------------------------------------------------------------

REVENUES $ -
---------
EXPENSES:
General and administrative 15,000
---------
TOTAL EXPENSES 15,000
---------
NET LOSS $ (15,000)
---------
---------
NET LOSS PER COMMON SHARE ($.02)
---------
---------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 625,000
---------
---------

See Accompanying Notes to Financial Statements

F-4

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MAY 30, 1996
(DATE OF INCEPTION) THROUGH JULY 31, 1996

- -----------------------------------------------------------------------------

Deficit
Common Stock Additional Accumulated During
------------ Paid-In the Development
Shares Par Value Capital Stage Total
------ --------- ---------- ------------------- ---------

Issuance of stock
to original founders
for cash, at par value 625,000 $63 $ - $ - $ 63

Net loss for the period
May 30, 1996 (date of
inception) through July
31, 1996 - - - (15,000) (15,000)
------- --------- ---------- ------------------- ----------
Balance, July 31, 1996 625,000 $63 $ - $(15,000) $(14,937)
------- --------- ---------- ------------------- ----------
------- --------- ---------- ------------------- ----------

See Accompanying Notes to Financial Statements

F-5

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

STATEMENT OF CASH FLOWS
FOR THE PERIOD MAY 30, 1996
(DATE OF INCEPTION) THROUGH JULY 31, 1996

- -----------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(15,000)

NET CASH USED IN OPERATING ACTIVITIES (15,000)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 63
Advance from affiliate 40,500
Deferred registration costs (25,000)
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,563
--------
NET INCREASE IN CASH 563

CASH, beginning of period -
--------
CASH, end of period $ 563
--------
--------

See Accompanying Notes to Financial Statements

F-6

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND OPERATIONS

Unity First Acquisition Corp. (the "Company") was incorporated in the State
of Delaware on May 30, 1996, for the purpose of raising capital which is to
be used to effect a business combination (the "Business Combination"). The
Company is currently in the development stage. All activity of the Company
to date relates to its formation and proposed fund raising. Management has
elected a July 31 fiscal year-end for the Company.

The Company's ability to commence operations is contingent upon obtaining
financing through a public offering (the "Proposed Offering") of the
Company's common stock (the "Common Stock"). Note 2 discusses the details
of the Proposed Offering.

The Proposed Offering can be considered a "blind pool." Blind pool
offerings are inherently characterized by an absence of substantive
disclosures relating to the use of the net proceeds of the offering.
Consequently, although substantially all of the proceeds of the Proposed
Offering are intended to be utilized to effect a Business Combination, the
proceeds are not specifically designated for this purpose. Upon completion
of this Proposed Offering, 90% of the net proceeds, after payment of
underwriting discounts and commissions and the underwriter's non-
accountable expense allowance, will be held in an interest-bearing trust
account ("Trust Account") until the earlier of (1) written notification by
the Company of its need for all or substantially all of such net proceeds
for the purpose of implementing a Business Combination, or (2) the
liquidation of the Company in the event that the Company does not effect a
Business Combination within 18 months from the consummation of the
offering. Notwithstanding the foregoing, if the Company enters into a
letter of intent, an agreement in principle or a definitive agreement to
effectuate a Business Combination prior to the expiration of such 18-month
period, the Company's Certificate of Incorporation provides that the
Company will be afforded up to an additional 6 months following the
expiration of the initial 18-month period to consummate such Business
Transaction. Moreover, since the Company has not yet identified an
acquisition target (the "Target") investors in the Proposed Offering will
have virtually no substantive information available for advance
consideration of any specified Business Combination.

F-7

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND OPERATIONS (CONT'D)

The Proposed Offering is not being conducted in accordance with Rule 419
which was adopted by the Securities and Exchange Commission (the
"Commission") to strengthen the regulation of securities offered by "blank
check" companies. A blank check company is defined as (a) a development
stage company that has no specific business plan or has indicated that its
business plan is to engage in a merger or acquisition with an unidentified
company and (b) a company which issues securities that, among other things,
(i) are not quoted in the NASDAQ system, or, (ii) in the case of a company
which has been in continuous operation for less than three years, has net
tangible assets of less than $5,000,000. Although the Company is a "blank
check" company, it does not believe that Rule 419 will be applicable to it
in view of the fact that upon its receipt of the net proceeds of this
offering, the Company's net tangible assets will exceed $5,000,000.
Accordingly, investors in this offering will not receive the substantive
protection provided by Rule 419. Additionally, there can be no assurances
that the United States Congress will not enact legislation which will
prohibit or restrict the sale of securities of "blank check" companies.

As a result of its limited resources, the Company will, in all likelihood,
have the ability to effect only a single Business Combination.
Accordingly, the prospects for the Company's success will be entirely
dependent upon the future performance of a single business.

The Company will not effect a Business Combination unless the fair market
value of the Target, as determined by the Board of Directors of the Company
in its sole discretion, based upon valuation standards generally accepted
by the financial community including, among others, book value, cash flow,
and both actual and potential earnings, is at least equal to 80% of the net
assets (assets less liabilities) of the Company at the time of such
acquisition.

Upon the completion of this offering, the Company will not satisfy the
criteria for qualifying its securities in the NASDAQ system. The Company's
securities will be traded in the over-the-counter market. It is anticipated
that they will be quoted on the OTC Bulletin Board, an NASD sponsored and
operated inter-dealer automated quotation system for equity securities not
included in The NASDAQ Stock Market, as well as in the NQB Pink Sheets
published by National Quotation Bureau Incorporated. The OTC Bulletin
Board was introduced as an alternative to "pink sheet" trading of
over-the-counter securities. Although the Company believes that the OTC
Bulletin Board has been recognized by the brokerage community as an
acceptable alternative to the NQB Pink Sheets, there can be no assurance
that the liquidity and prices of the Units in the secondary market will
not be adversely affected.

F-8

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND OPERATIONS (CONT'D)

Furthermore, there is no assurance that the Company will be able to
successfully effect a Business Combination. As discussed previously, if
the Company is unable to effect a Business Combination within 24 months of
the consummation of the Proposed Offering, the Company's Certificate of
Incorporation provides for the Company's automatic liquidation. In the
event of liquidation, the per share value of the residual assets remaining
available for distribution may be less than the initial public offer price
per share in the Proposed Offering. In no event, however, will the
Company's liquidation value be less than the amount in the Trust Account,
inclusive of any net interest income thereon.

Moreover, all of the Company's present stockholders have agreed to waive
their respective rights to participate in any such liquidation distribution
on shares owned prior to the Proposed Offering.

If the Company is unable to acquire control of an operating business or
businesses, it may be required to register as an investment company under
the Investment Company Act of 1940, as amended (the "Act"). The Company is
unable to predict what effect registration under such Act would have, but
it believes that its ability to pursue its current business plan could be
adversely affected as a result. The most significant difference with
respect to financial statement presentation and disclosure requirements for
companies registered under the Act would require the investments held by
the Company to be adjusted to market value at the balance sheet date. The
Company believes that its anticipated principal activities, which will
involve acquiring control of an operating company, will not subject the
Company to regulation under the Act.

F-9

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

NOTE 2. PROPOSED PUBLIC OFFERING OF SECURITIES

The Proposed Offering calls for the Company to offer for public sale up to
1,250,000 units (the "Units") at a price of $6.00 per Unit. Each Unit
consists of one share of the Company's Common Stock, $.0001 par value, one
Class A Redeemable Warrant and one Class B Redeemable Warrant. Each Class
A Redeemable Warrant and Class B Redeemable Warrant entitles the holder to
purchase from the Company one share of Common Stock at an exercise price of
$5.50 and $7.50, respectively, commencing on the later of (i) the
consummation of a Business Combination, or (ii) one year from the effective
date of the Prospectus and ending six years after the effective date of the
Proposed Offering (the "Effective Date"). The Class A Redeemable Warrants
and Class B Redeemable Warrants will be redeemable at the option of the
Company, and with the consent of the underwriter of the Proposed Offering
(the "Underwriter") each as a class, in whole and not in part, upon 30
days' notice at any time after the Redeemable Warrants become exercisable,
only in the event that the closing bid price of the Common Stock is at
least $8.50 per share with respect to the Class A Redeemable Warrant(s),
and $10.50 with respect to the Class B Redeemable Warrants for 20
consecutive trading days immediately prior to notice of redemption, at a
price of $.05 per Class A Redeemable Warrant or Class B Redeemable Warrant.
The warrants will become separable and transferable only upon consummation
of a Business Combination.

F-10

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

NOTE 2. PROPOSED PUBLIC OFFERING OF SECURITIES (CONT'D)

The Company has granted the Underwriter an option, exercisable within 45
business days from the Effective Date, to purchase up to 187,500 additional
Units at $6.00 per Unit. This option is solely for the purpose of covering
over-allotments.

In connection with the Proposed Offering, the Company will sell to the
Underwriter and its designees, for nominal consideration, Unit Purchase
Option(s) (the "Underwriter's UPO") to purchase up to 125,000 Units at an
exercise price of $6.60 per Unit. The Underwriter's UPO's will be
exercisable for a period of four years commencing one year from the
Effective Date.

The Company has granted its executive officers and directors 200,000
warrants (50% Class A Warrants and 50% Class B Warrants, collectively the
"Directors' Warrants") to purchase Common Stock at $5.50 and $7.50,
respectively, per share in consideration of future services to be rendered
on behalf of the Company. The Directors' Warrants are not exercisable
until the consummation by the Company of a Business Combination and are not
redeemable by the Company.

All of the Company's present stockholders have agreed to vote their
respective shares of Common Stock in accordance with the vote of the
majority of all nonaffiliated future stockholders of the Company with
respect to a Business Combination.

In addition, the Common Stock owned by all of the executive officers and
directors of the Company, their affiliates and by all persons owning 5% or
more of the currently outstanding shares of Common Stock has been placed in
escrow until the earlier of (i) the occurrence of a Business Combination,
or (ii) the Liquidation Date. During the escrow period, such stockholders
will not be able to sell or otherwise transfer their respective shares of
Common Stock, but retain all other rights as stockholders of the Company,
including, without limitation, the right to vote such shares of Common
Stock.

As of July 31, 1996, the Company has recorded deferred registration costs
of $250,000 relating to various expenses incurred and accrued for in
connection with the Proposed Offering. Upon consummation of the Proposed
Offering, these costs will be charged to equity. Should the Proposed
Offering prove to be unsuccessful, these deferred costs, as well as any
other additional expenses that may be incurred, will be charged to
operations.

F-11

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

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.

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.

NOTE 4. CAPITAL STOCK

The Company's Certificate of Incorporation authorizes the issuance of
20,000,000 shares of Common Stock. Upon completion of the Proposed
Offering (assuming no exercise of the Underwriter's over-allotment option),
there will be 14,862,500 authorized but unissued shares of Common Stock
available for issuance (after appropriate reserves for the issuance of
Common Stock in connection with the Class A Redeemable Warrants and Class B
Redeemable Warrants, the Underwriters's UPO's, the executive officers and
director Class A Warrants and Class B Warrants, and the future grants under
the Company's 1996 Stock Option Plan). The Company's Board of Directors
has the power to issue any or all of the future grants under the Company's
1996 Stock Option Plan. The Company's Board of Directors has the power to
issue any or all of the authorized but unissued Common Stock without
stockholder approval. The Company currently has no commitments to issue
any shares of Common Stock other than as described in the Proposed
Offering; however, the Company will, in all likelihood, issue a substantial
number of additional shares in connection with a Business Combination. To
the extent that additional shares of Common Stock are issued, dilution to
the interests of the Company's stockholders participating in the Proposed
Offering will occur.

The Board of Directors of the Company is empowered, without stockholder
approval, to issue up to 5,000 shares of "blank check" preferred stock (the
"Preferred Stock") with dividend, liquidation, conversion, voting or other
rights which could adversely affect the voting power or other rights of the
holders of the Company's Common Stock.

F-12

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

NOTE 5. RELATED PARTY TRANSACTIONS

The Chairman of the Board of Directors and the President of the Company are
principal shareholders, officers and directors of Unity Venture Capital
Associates Ltd. ("Unity") which owns shares in the Company. Beginning
June 1, 1996, commensurate with the Company's activities primarily related
to the Proposed Offering, the Company will be obligated to pay Unity a
monthly fee of $7,500 for general and administrative services, including
the use of office space in premises occupied by Unity. At July 31, 1996,
the Company owed $15,000 (included in advances from affiliate on the
balance sheet) to Unity for administrative services.

Through July 31, 1996, the Company has obtained advances totaling $25,500
from Unity to cover expenses related to the Proposed Offering which are
included in advances from affiliate on the balance sheet. These advances
are due on demand and are expected to be repaid out of the proceeds of the
Proposed Offering.

At July 31, 1996, a member of the Company's legal counsel owned 6,000
shares of the Company's Common Stock.

NOTE 6. STOCK OPTION PLAN

On May 30, 1996, the Company's Board of Directors approved a stock option
plan (the "Plan"). The Plan, which is subject to shareholder approval,
provides for issuance of up to 187,500 options (the "Options") to acquire
shares of the Company's Common Stock.

The Options are intended to qualify either as incentive stock options
("Incentive Stock Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986 or as options which are not intended to meet
the requirements of such section ("Nonstatutory Stock Options"). The
Options may be granted under the Plan to persons who, in the case of
Incentive Stock Options, are key employees (including officers) of the
Company, or, in the case of Nonstatutory Stock Options, are key employees
(including officers) and nonemployee directors of the Company, except that
Nonstatutory Stock Options may not be granted to a holder of more than 10%
of the total voting power of the Company.

F-13

UNITY FIRST ACQUISITION CORP.
(a development stage entity)

NOTES TO FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------

NOTE 6. STOCK OPTION PLAN (CONT'D)

The exercise price of all Incentive Stock Options granted under the Plan
must be at least equal to the fair market value of such shares on the date
of grant or, in the case of Incentive Stock Options granted to the holder
of 10% or more of the Company's Common Stock, at least 110% of the fair
market value of such shares on the date of grant. The exercise price of
all Nonstatutory Stock Options granted under the Plan shall be determined
by the Board of Directors of the Company at the time of grant. The maximum
exercise period for which the Options may be granted is ten years from the
date of grant (five years in the case of Incentive Stock Options granted to
an individual owning more than 10% of the Company's Common Stock). The
aggregate fair market value (determined at the date of the option grant) of
such shares with respect to which Incentive Stock Options are exercisable
for the first time by the holder of the option during any calendar year
shall not exceed $100,000.

The FASB issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" ("SFAS 123"), which will require
companies either to reflect in their financial statements or reflect as
supplemental disclosure the impact on earnings and earnings per share of
the fair value of stock based compensation using certain pricing models for
the option component of stock option plans. As of July 31, 1996, no
options have been granted under the Plan. Disclosure, as required by SFAS
123, will be made upon the issuance of options.

NOTE 7. INCOME TAXES

Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under this
method, deferred income taxes are determined based on differences between
the tax bases of assets and liabilities and their financial reporting
amounts at each year end, and are measured based on enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized.

NOTE 8. CONTINGENCY

The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act. The Company
has also agreed to pay to the Underwriter an expense allowance on a non-
accountable basis equal to 3% of the gross proceeds derived from the sale
of the Units underwritten (including the sale of any Units subject to the
Underwriter's over-allotment option).

F-14

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied on as having been authorized by the Company or by the Underwriter.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy the Units offered hereby by anyone in any jurisdiction in which
such offer or solicitation is not authorized or is unlawful. The delivery of
this Prospectus shall not, under any circumstances create any implication that
the information herein is correct as of any time subsequent to the date of the
Prospectus.
____________________

TABLE OF CONTENTS

Page
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . .
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis
of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proposed Business. . . . . . . . . . . . . . . . . . . . . . . . . . .
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Stockholders . . . . . . . . . . . . . . . . . . . . . . . .
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Securities. . . . . . . . . . . . . . . . . . . . . . .
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . . . . . .
Index to Financial Statements. . . . . . . . . . . . . . . . . . . . F-1

--------------------

Until , 1996, all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a Prospectus. This is in addition to the obligations of dealers to
deliver a Prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

1,250,000 Units

UNITY FIRST ACQUISITION CORP.

____________________

PROSPECTUS
____________________

GKN SECURITIES

, 1996

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. . . . . . . . . . Other Expenses of Issuance and Distribution

The following table sets forth various expenses, other than underwriting
discounts, which will be incurred in connection with the offering. Other than
the SEC registration fee, NASD filing fee and the non-accountable expense
allowance of GKN Securities Corp. (the "Underwriter"), amounts set forth below
are estimates:

SEC registration fee.............................................. $ 10,711
NASD filing fee .................................................. 3,606
Underwriter's nonaccountable
expense allowance . ........................................ 225,000*
Blue sky fees and expenses........................................ 25,000
Printing and engraving expenses................................... 75,000
Legal fees and expenses........................................... 65,000
Accounting fees and expenses...................................... 42,000
Transfer and Warrant Agent fees................................... 3,500
Miscellaneous expenses............................................ 183
---------
$450,000
---------
---------

- --------
* Assumes no exercise of the Underwriter's over-allotment option.

Item 14. Indemnification of Directors and Officers

Article SEVENTH of the Certificate of Incorporation of Unity First
Acquisition Corp. ("Registrant") provides with respect to the indemnification of
directors and officers that Registrant shall indemnify to the fullest extent
permitted by Sections 102(b)(7) and 145 of the Delaware General Corporation Law,
as amended from time to time, each person that such Sections grant Registrant
the power to indemnify. Article SEVENTH of the Certificate of Incorporation of
Registrant also provides that no director shall be liable to the corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of loyalty
to the corporation or its stockholders, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by

Section 102(b)(7) of Delaware General Corporation Law, as amended from time to
time.

Reference is made to Section 5 of the Underwriting Agreement, which
provides for indemnification of the officers and directors of Registrant
under certain circumstances.

Item 15. Recent Sales of Unregistered Securities

The following sets forth information relating to all securities of
Registrant sold by it since May 30, 1996, the date of Registrant's inception:

CONSIDE-
DATE OF NUMBER OF RATION
NAME ISSUANCE SHARES PER SHARE
- ---- -------- ---------- ---------

Lawrence Burstein May 30,1996 150,000 $.0001

Unity Venture
Capital Associates Ltd. May 30, 1996 25,000 $.0001

Cowen & Co., as
Custodian for
Stanley Hollander
IRA May 30, 1996 30,000 $.0001

Jerome Baron May 30, 1996 12,000 $.0001

Murdoch & Company May 30, 1996 30,000 $.0001

Cricket Services Ltd. May 30, 1996 39,000 $.0001

Richard Kress &
Cheryl Kress JTWROS May 30, 1996 4,500 $.0001

Stephen Verchick May 30, 1996 31,000 $.0001

Richard Braver May 30, 1996 4,500 $.0001

Dan Brecher IRA/RO May 30, 1996 10,500 $.0001

Barry Ridings May 30, 1996 6,000 $.0001

Carl L. Norton May 30, 1996 9,000 $.0001

Financiera e
Inversionista
Salles, S.A. May 30, 1996 12,000 $.0001

II-2

Ian Barnett May 30, 1996 4,500 $.0001

Henry Rothman May 30, 1996 6,000 $.0001

Donald Rabinovitch May 30, 1996 5,250 $.0001

David Vozick May 30, 1996 5,250 $.0001

Tarzana Associates May 30, 1996 5,000 $.0001

Jonathan Rothschild May 30, 1996 1,500 $.0001

Equity Interest Inc. May 30, 1996 1,500 $.0001

Domaco Venture
Capital Fund May 30, 1996 1,500 $.0001

KGM Associates May 30, 1996 7,000 $.0001

Sagres Group Ltd. May 30, 1996 6,000 $.0001

Ronald Koenig May 30, 1996 30,000 $.0001

Heptagon Investments
Ltd. May 30, 1996 75,000 $.0001

Jay M. Haft May 30, 1996 10,500 $.0001

Ira Roxland May 30, 1996 6,000 $.0001

Denis Frelinghuysen May 30, 1996 3,000 $.0001

Steven Millner May 30, 1996 15,000 $.0001

Norman Leben May 30, 1996 15,000 $.0001

Heptagon Capital
Management, Inc. May 30, 1996 1,500 $.0001

Michael Karfunkel May 30, 1996 31,000 $.0001

George Karfunkel May 30, 1996 31,000 $.0001

On May 30, 1996, Registrant issued 58,334, 58,333, 58,333 and 25,000 Class
A and Class B Warrants to Lawrence Burstein, Norman Leben, John Cattier and
Barry Ridings, respectively, in consideration for future services to be rendered
by such persons on behalf of Registrant.

Exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act"), is claimed for the sales of Common Stock referred to
above in reliance upon the exemption afforded by Section 4(2) of the Securities
Act for transactions not

II-3

involving a public offering. Each certificate evidencing such shares of Common
Stock bears an appropriate restrictive legend and "stop transfer" orders are
maintained on Registrant's stock transfer records thereagainst. None of these
sales involved participation by an underwriter or a broker-dealer.

Item 16. Exhibits and Financial Statement Schedules

(a) The following is a list of Exhibits filed herewith as part of the
Registration Statement:

1.1 Form of Underwriting Agreement between Registrant and the Underwriter

3.1 Certificate of Incorporation of Registrant

3.2 By-laws of Registrant

4.1* Form of certificate evidencing shares of Common Stock

4.2* Form of certificate evidencing Class A Warrants

4.3* Form of certificate evidencing Class B Warrants

4.4 Form of Unit Purchase Option between Registrant and the Underwriter

4.5 Form of Warrant Agreement between Registrant and American Stock
Transfer & Trust Company, as escrow agent

5.1* Opinion of Parker Duryee Rosoff & Haft A Professional Corporation

10.1 1996 Stock Option Plan

10.2* Form of Trust Agreement by and between Registrant and [ ]

10.3 Form of Insider's Letter

10.4 Form of Escrow Agreement by and among Registrant, Lawrence Burstein,
John Cattier, Cricket Services, Ltd., Barry Ridings, Norman Leben,
Unity Venture Capital Associates Ltd. ("Unity") and American Stock
Transfer & Trust Company

II-4

10.5 General and Administrative Services Agreement, dated as of May 30,
1996, by and between Registrant and Unity

23.1 Consent of Arthur Andersen LLP

23.2* Consent of Parker Duryee Rosoff & Haft (to be included in Exhibit 5.1)

24.1 Power of Attorney (included on the signature page of Part II of this
Registration Statement)

- -----------
* To be filed by Amendment to this Registration Statement.

(b) Financial Statement Schedules. Financial statement schedules are
omitted because the conditions requiring their filing do not exist or the
information required thereby is included in the financial statements filed,
including the notes thereto.

Item 17. Undertakings

Registrant hereby undertakes:

(1) That for purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective.

(2) That for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(a) To include any Prospectus required by Section

II-5

10(a)(3) of the Securities Act;

(b) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(5) To provide to the Representative at the closing specified in the
Underwriting Agreement, certificates in such denominations and registered in
such names as required by the Representative to permit prompt delivery to each
purchaser.

(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to Item 14 of this Part II to the Registration Statement,
or otherwise, Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against the public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 29th day of August, 1996.

UNITY FIRST ACQUISITION CORP.

By: /s/ LAWERENCE BURSTEIN
------------------------
Lawrence Burstein
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence Burstein and Norman Leben, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ LAWERENCE BURSTEIN President, Director,
- ---------------------- Principal Executive
Lawrence Burstein Officer August 29, 1996

Secretary, Director,
Principal Financial
/s/ NORMAN LEBEN and Accounting Officer August 29, 1996
- ----------------------
Norman Leben

- ----------------------
John Cattier Director

/s/ BARRY RIDINGS
- ---------------------- Director August 29, 1996
Barry Ridings