<PAGE>
 
      As filed with the Securities and Exchange Commission on May 1, 1998

                                   Registration No. 333-
--------------------------------------------------------------------------------
                     SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington, D.C. 20549
                                 ______________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________
                       MILLENNIUM SPORTS MANAGEMENT, INC.
               (Exact name of issuer as specified in its charter)

        NEW JERSEY                                       22-3127024
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

        ROSS' CORNER
U.S. Highway 206 and County Route 565                       07822-0117
        P.O. BOX 117                                        (Zip Code)
      AUGUSTA, NEW JERSEY
(Address of Principal Executive Offices)


                             1993 STOCK OPTION PLAN
                             1996 STOCK AWARD PLAN
                            (Full title of the plan)

                                BARRY M. LEVINE
              President and Chief Executive Officer and President
                       MILLENNIUM SPORTS MANAGEMENT, INC.
                                  ROSS' CORNER
                     U.S. HIGHWAY 206 AND COUNTY ROUTE 565
                                  P.O. BOX 117
                         AUGUSTA, NEW JERSEY 07822-0117
                    (Name and address of agent for service)

                                 (973) 383-7644
         (Telephone number, including area code, of agent for service)

                          Copies of communications to:

                                 SHAHE SINANIAN, ESQ.
                              Greenberg Traurig Hoffman
                                Lipoff Rosen & Quentel
                                   200 PARK AVENUE
                              New York, New York  10166
                                 Tel: (212) 801-9200
                                 Fax: (212) 801-6400

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                                                                                Proposed           Proposed
                                                               AMOUNT            maximum            maximum        AMOUNT OF
                        Title of                                to be        offering price        aggregate      registration
               securities to be registered                  registered(1)       per share       offering price        fee
------------------------------------------------------------------------------------------------------------------------------ 
<S>                                                           <C>                  <C>                <C>             <C>
Common Stock, no par value per share                          2,000 shares(2)      $14.375(3)         $28,750(4)      $8.48
Common Stock, no par value per share                          9,071 shares(5)      $  3.13(6)         $28,392(7)      $8.38
------------------------------------------------------------------------------------------------------------------------------ 
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                        <C>                     <C>                <C>             <C>
Common Stock, no par value per share                            42,500 shares (8)    $3.13(6)         $  133,025(9)          $ 39.24
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share                           250,000 shares (10)   $0.25(3)         $   62,500(4)          $ 18.44
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share                           750,000 shares (11)   $3.13(6)         $2,347,500(7)          $692.51
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                           1,053,571 shares                     $2,600,167             $767.05
====================================================================================================================================
</TABLE> 
 
(1)  Pursuant to Rule 416(a), the number of shares of Common Stock being
     registered shall be adjusted to include any additional shares which may
     become issuable as a result of stock splits, stock dividends, or similar
     transactions in accordance with the anti-dilution provisions of the 1993
     Stock Option Plan and the 1996 Stock Award Plan.

(2)  Represents the aggregate number of shares issuable upon exercise of
     currently outstanding options granted under the 1993 Stock Option Plan.

(3)  Represents the weighted average exercise price (rounded to the nearest
     cent) at which the shares will be issued.

(4)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the total registration
     fee. The aggregate offering price and amount of registration fee have been
     computed based on the weighted average exercise price (rounded to the
     nearest cent) at which the shares will be issued.

(5)  Represents the aggregate number of shares underlying options presently
     available for issuance under the 1993 Stock Option Plan.

(6)  Represents the average of the high and low prices of the Common Stock
     (rounded to the nearest cent) as reported on the Nasdaq SmallCap Market on
     April 27, 1998.

(7)  Computed in accordance with Rules 457(c) and (h) under the Securities Act
     of 1933, as amended, solely for the purpose of calculating the total
     registration fee. The aggregate offering price and amount of registration
     fee have been computed based on the weighted average of the high and low
     prices of the Common Stock (rounded to the nearest cent) as reported on the
     Nasdaq SmallCap Market on April 27, 1998, because the exercise price at
     which the shares will be issued in the future is not currently
     determinable.

(8)  Represents shares heretofore issued upon exercise of options granted under
     the 1993 Stock Option Plan.

(9)  Computed in accordance with Rule 457(c) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the total registration
     fee. The aggregate offering price and amount of registration fee have been
     computed based on the average of the high and low prices of the Common
     Stock (rounded to the nearest cent) as reported on the Nasdaq SmallCap
     Market on April 27, 1998.

(10) Represents the aggregate number of shares issuable upon exercise of
     currently outstanding options granted under the 1996 Stock Award Plan.

(11) Represents the aggregate number of shares underlying options presently
     available for issuance under the 1996 Stock Award Plan.

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


                                        
<PAGE>
 
                                     PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
          The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities and
Exchange Commission either as part of this Registration Statement, or as a
prospectus or prospectus supplement pursuant to Rule 424.  These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

          The following reoffer prospectus filed as part of the Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used by
certain officers, directors and controlling stockholders of the Company for the
resale to the public of Shares to be issued to them upon exercise of options and
awards heretofore or hereafter granted under the 1993 Stock Option Plan and the
1996 Stock Award Plan (collectively, the "Plans").  Such persons may be deemed
to be in a control relationship with the Company within the meaning of the
Securities Act and the rules and regulations of the Commission promulgated
thereunder, and such Shares may be deemed to be "control securities" within the
meaning of General Instruction C to Form S-8.  The following reoffer prospectus
may also be used for the resale to the public of certain Shares heretofore
issued upon exercise of options granted under the 1993 Stock Option Plan.  Such
Shares may be deemed to be "restricted securities" within the meaning of General
Instruction C to Form S-8.

                                      I-1
<PAGE>
 
PROSPECTUS
----------

                                1,053,571 SHARES
                                        
                       MILLENNIUM SPORTS MANAGEMENT, INC.
                                        
                                  COMMON STOCK
                             _____________________

  This Prospectus relates to 1,053,571 shares of common stock, no par value (the
"Common Stock"), of Millennium Sports Management, Inc., a New Jersey corporation
(the "Company"), which may be offered and sold from time to time pursuant to
this Prospectus (the "Shares") by the persons named in this Prospectus as
"Selling Stockholders" (the "Selling Stockholders").  The Selling Stockholders
have acquired or will acquire the Shares upon exercise of options heretofore or
hereafter granted under the Company's 1993 Stock Option Plan or 1996 Stock Award
Plan (referred to herein, collectively, as the "Plans").  See "SELLING
STOCKHOLDERS."

  The Shares may be sold from time to time to purchasers directly by any of the
Selling Stockholders or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) on the SmallCap Market of the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ SmallCap Market"), in sales
occurring in the public market off the Nasdaq SmallCap Market, in separately
negotiated transactions, or in a combination of such transactions.  Each sale
may be made either at market prices prevailing at the time of such sale or at
negotiated prices.  Some or all of the Shares may be sold through brokers acting
on behalf of the Selling Stockholders or to dealers for resale by such dealers,
and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from the Selling
Stockholders and/or the purchasers of such Shares for whom they may act as
broker or agent (which discounts or commissions are not anticipated to exceed
those customary in the types of transactions involved).  However, any Shares
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.  See "PLAN OF DISTRIBUTION."

     The Shares will be sold, or otherwise disposed of, for the account of the
Selling Stockholders, and the Company will not be entitled to any of the
proceeds from such sales or dispositions. See "USE OF PROCEEDS."  All expenses
incurred in connection with the registration of the Shares are being borne by
the Company, but all brokerage commissions and other expenses incurred by
individual Selling Stockholders will be borne by each such Selling Stockholder.
See "PLAN OF DISTRIBUTION."

  The Selling Stockholders and any dealer participating in the distribution of
any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act. See "PLAN OF DISTRIBUTION."

     Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering or secondary distribution, or a purchase
by a broker or dealer, a supplement to this Prospectus will be filed, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing (a) the
name of each such Selling Stockholder and of the participating broker or dealer,
(b) the number of Shares involved, (c) the price at which such Shares were sold,
(d) the commissions paid or the discounts or concessions allowed to such broker
or dealer, where applicable, (e) that such broker or dealer did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus, and (f) other facts material to the transaction. See "PLAN OF
DISTRIBUTION."
<PAGE>
 
  There is no assurance that any of the Selling Stockholders will sell any or
all of the Shares. The Common Stock of the Company is currently listed on the
Nasdaq SmallCap Market under the symbol "MSPT". On April 27, 1998, the closing
price of the Common Stock as reported by Nasdaq was $3.25 per share. Prospective
investors are urged to obtain a current price quotation.

  Prospective investors should carefully consider the factors set forth under
"RISK FACTORS" beginning on page 6 of this Prospectus.

           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.

                The date of this Prospectus is _________, 1998.
<PAGE>
 
                               TABLE OF CONTENTS
 
                                                 Page
                                                 ----
 
AVAILABLE INFORMATION............................   2
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..   3
 
THE COMPANY......................................   4
 
RISK FACTORS.....................................   6
 
USE OF PROCEEDS..................................  11
 
SELLING STOCKHOLDERS.............................  11
 
PLAN OF DISTRIBUTION.............................  13
 
LEGAL MATTERS....................................  14
 
EXPERTS..........................................  14
 

  No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with any offering
made hereby and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or any other person.
This Prospectus does not constitute an offer to buy, nor shall there be any
offer to sell, solicitation of an offer to buy or sale of these securities by
any person in any jurisdiction in which it is unlawful for such person to make
such an offer, solicitation or sale.  Neither the delivery of this Prospectus at
any time nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein is correct as of any
time subsequent to such date.

                           _________________________

                             AVAILABLE INFORMATION

  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  The reports, proxy
statements and other information filed with the Commission, as well as the
Registration Statement (as defined below) of which this Prospectus is a part,
may be inspected and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60601-2511.  Copies of such material also can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  In addition,
certain material filed by the Company can be inspected at the NASD Public
Reference Room of the National Association of Securities Dealers Automated
Quotation System, Inc. at 1735 K Street, N.W., Washington, D.C. 20006-1506,
through which the Company's Common Stock is quoted.  Also, the Company files
such reports, proxy statements and other information with the Commission
pursuant to the Commission's EDGAR system.  The Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission pursuant to
the EDGAR system.  The address of the Commission's web site is
"http://www.sec.gov".

  This Prospectus constitutes a part of a Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on May 1, 1998 with the
Commission under the Securities Act.  As permitted by the rules and 

                                       2
<PAGE>
 
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement and incorporates by reference certain
additional information. Such additional information can be inspected at and
obtained from the Commission in the manner set forth above. Statements contained
in this Prospectus or in any document incorporated herein by reference as to the
terms of any contract or other document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
such other document, each such statement being qualified in all respects by such
reference.

                           _________________________
                                        
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents heretofore filed by the Company with the Commission
(File No. 0-22042) under the Exchange Act are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997;

          (b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1997, consisting of the
Company's Current Report on Form 8-K dated April 29, 1998; and

          (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed on July 7, 1993 under
Section 12(g) of the Exchange Act, including any subsequent amendment or any
report or other filing with the Commission updating such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.  All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding sentence.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of the Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein), as well as other documents required to be delivered to
employees pursuant to Rule 428(b), will be provided without charge to each
person (including any beneficial owner) to whom this Prospectus is delivered
upon the written or oral request of such person.  Requests should be made to:

                       Millennium Sports Management, Inc.
                                  Ross' Corner
                     U.S. Highway 206 and County Route 565
                                  P.O. Box 117
                         Augusta, New Jersey 07822-0117
                       Attention:  Shareholder Relations
                           Telephone: (973) 383-7644

                                       3
<PAGE>
 
                                  THE COMPANY

  The following summary is qualified in its entirety by reference to, and should
be read in conjunction with, the more detailed information appearing elsewhere
in this Prospectus or incorporated herein by reference.  Investors should also
carefully consider the information set forth under the heading "RISK FACTORS."
As used herein, the term "Company" refers to Millennium Sports Management, Inc.

  The Company has developed a regional sports entertainment and recreation
center in Sussex County, New Jersey, known as the Skylands Park Sports and
Recreation Center (the "Complex").  The Complex has been designed with a view to
addressing both the entertainment interests and the sports and other
recreational needs of the region's diverse population (including interest in
spectator sports, and the need for equipment and practice facilities for
participatory sports and activities), including tourists who visit the region
regularly.  The Company also seeks to take advantage of the related market for
sporting goods, sports apparel and sports collectibles.

  The centerpiece of the Complex is Skylands Park, which is a 4,300 seat
professional baseball stadium ("Skylands Park"), and is, among other things, the
home of the New Jersey Cardinals (the "Team"), a Class "A" Minor League
affiliate of the St. Louis Cardinals Major League baseball franchise of the
National League.  The Company has a minority ownership interest in Minor League
Heroes, L.P., the limited partnership that owns the Team.  The Team is a member
of the New York-Penn League.  Skylands Park was placed in operation in April
1994, and the Team has played all of its home games at Skylands Park during the
1994 through 1997 Minor League baseball seasons.

  During the 1997 calendar year, in addition to the Team's 38 regular season
home games, Skylands Park hosted a total of 91 college, high school and other
amateur games, including 18 home games of the Sussex County Colonels (the
"Colonels"), a member of the summer Atlantic Collegiate Baseball League (the
"ACBL"), and the ACBL All-Star Game.  The Company has terminated its agreement
with the Colonels, and has entered into a lease agreement with Ladies
Professional Baseball ("LPB") pursuant to which the league-owned LPB franchise
in New Jersey will play all of its home games at Skylands Park in the 1998,1999
and 2000 baseball seasons.

  The remainder of the Complex follows a courtyard village design theme, and
includes a recreation facility containing batting cages, a soft-play area,
sports video parlor, mini-gym, children's party room and sports collectibles
store; a wholesale and retail sporting goods outlet; and an exhibit hall.  The
Company is currently exploring potential alternate uses of the exhibit hall.

  In 1994 through 1996, the Company published six issues of BarnStorming: New
                                                            -----------------
Jersey's Baseball Magazine, a quarterly baseball magazine edited by Phil Pepe, a
--------------------------                                                      
nationally syndicated sports columnist and author.  The Company did not realize
a profit from the magazine, and the Company has discontinued publication of
                                                                           
BarnStorming.
------------ 

  The Company currently operates, in the Complex, a Skylands Sporting Goods
store, which encompasses approximately 3,000 square feet and which sells, both
at retail and at wholesale, a broad range of sporting goods relating to baseball
and other sports, Team paraphernalia and apparel and equipment related to other
sports such as basketball, football and hockey .

  In the first quarter of 1998, the Company entered into agreements with
affiliates of Golf Stadiums, Inc., William F. Rasmussen and Glenn J. Rasmussen,
in implementation of such parties' October 1997 letter of intent, with respect
to the development, through a joint venture corporation known as Stadium
Capital, Inc. ("Stadium Capital"), of a "Stadium Golf" resort destination
(including two 18-hole professional golf courses and a related "Stadium"
facility containing luxury boxes and/or condominium units, grandstand seating,
telecast facilities, professional golf facilities and dining and locker room
amenities) in Naples, Florida.  The Company currently holds 50% of the
outstanding capital stock of Stadium Capital.  Stadium Capital is in the start-
up phase, and the implementation of its business plan is dependent upon raising
substantial financing.  There can be no assurance that Stadium Capital will be
able to obtain any or all of this required financing.


                                       4
<PAGE>
 
  The Company also intends to utilize the professional skills and collective
sports-related backgrounds of its management team to provide strategic,
financial and operational consulting services to small to mid-sized professional
franchise owners and sports facility operators.  However, the Company has not
yet entered into any definitive consulting arrangements.

  The Company filed a voluntary petition for reorganization with the United
States Bankruptcy Court for the District of New Jersey (the "Court") on June 1,
1994.  The Company made such filing with a view to fostering a more orderly
payment and resolution of the Company's obligations.  On April 13, 1995, with
the requisite approval of the Company's creditors, the Court approved and
confirmed the Company's proposed plan of reorganization (the "Plan"), and the
Company has since paid substantially all of its pre-petition obligations at
their original principal amounts.

  The Company was incorporated in New Jersey on August 28, 1991 under the name
Skylands Park Management, Inc.  Subsequently, the Company changed its name to
Millennium Sports Management, Inc.  The Company's executive office is located at
Ross' Corner, U.S. Highway 206 and County Route 565, P.O. Box 117, Augusta, New
Jersey 07822-0117, and its telephone number is (973) 383-7644.


                                       5
<PAGE>
 
                                  RISK FACTORS
                                        
  Prospective investors should consider carefully the following factors
associated with the ownership of Common Stock together with the other
information contained in this Prospectus.

Consistent History of Losses From Operations

  The Company incurred significant losses during its construction phase, and has
incurred operating losses in each year of operations.  Although the Company has
placed into operation substantially all elements of the Complex, the Company's
ability to operate profitably will depend on a number of other factors,
including the public's ongoing reception to the Complex, general economic
conditions which will affect the amounts available for recreational expenditures
generally, and the Company's ability to add business operations to provide cash
flow on a year-round basis.   There is a substantial probability that, unless
the Company is able to successfully promote Skylands Park and the Complex for a
substantial number of additional events in the spring through the fall, and/or
is able to develop or acquire supplemental businesses which can produce revenues
and positive cash flow in the winter months (which would require the Company to
obtain additional financing, whether by means of this offering or otherwise),
the Company will continue to incur losses and negative cash flow from its
existing operations.  From the inception of the Company through December 31,
1997, the Company incurred accumulated losses of approximately $4,993,000,
including reorganization expenses attributable to its bankruptcy proceedings of
approximately $637,000.

  Due to the Company's consistent history of operating losses, the likelihood of
continuing losses in the future, and the Company's need for additional financing
to cover such potential losses and pay its liabilities when due, the opinion of
the Company's independent auditors, included in the audited financial statements
appearing elsewhere in this Prospectus, includes a "going concern"
qualification, indicating that the foregoing factors raise substantial doubt
about the Company's ability to continue as a going concern.

BANKRUPTCY PROCEEDINGS; NEED FOR ADDITIONAL CAPITAL

  On June 1, 1994, the Company filed a voluntary petition for reorganization
with the United States Bankruptcy Court for the District of New Jersey (the
"Court").  Such filing was precipitated by the Company's lack of necessary
capital, and was made in order to enable the Company to establish orderly
payment mechanisms for its then-outstanding obligations.  Although the Company's
Plan of Reorganization (the "Plan") has been approved and implemented, and the
Company has paid substantially all of its pre-petition liabilities in the
original amounts thereof and in accordance with the Plan, the funds utilized to
make such payments have been made primarily out of the net proceeds of equity
financings, and not out of cash flow from operations.  Unless and until the
Company is able to more fully utilize its existing facilities, and/or is able to
develop or acquire supplemental businesses, it is unlikely that the Company will
produce sufficient cash flow from operations to cover its expenses; accordingly,
the Company will need to raise additional capital to sustain its operations, and
there can be no assurance that the Company will be able to do so on favorable
terms, if at all.  In addition, the Company may, notwithstanding its adherence
to the Plan, continue to suffer the stigma that is often attached to companies
that have been the subject of bankruptcy proceedings, and this may in the future
materially adversely affect the market price of the Company's securities, and
the Company's ability to transact business on terms that would be available to
other entities which have not been the subject of bankruptcy proceedings.

                                       6
<PAGE>
 
POSSIBLE INABILITY TO OBTAIN ADDITIONAL EQUITY FINANCING

  In addition to the shares included in this Prospectus, the Company has
reserved an aggregate of 6,608,594 shares of Common Stock for issuance pursuant
to outstanding warrants.  As a result, the Company's ability to obtain
additional equity financing in the future may be adversely affected by the
existence of outstanding warrants and options.  The holders of such warrants
and/or options may exercise them at a time when the Company could obtain
additional capital on terms more favorable than those provided by the warrants
and/or options.  The exercise of a significant number of warrants and/or options
could have a depressive effect upon the market price of the Common Stock.  There
can be no assurance that the Company will be able to raise additional funds
through a subsequent public offering or otherwise.

INFLUENCE OF CERTAIN MARKETMAKERS

  Certain broker-dealers are the principal marketmakers for the Company's
securities.  For this reason, the bid and asked prices for the Company's
securities may be significantly influenced by decisions of these marketmakers to
buy or sell these securities for their own account.  Furthermore, there can be
no assurance that any marketmaking activities of these marketmakers will be
continued at any time.  If such marketmakers were to significantly reduce or
cease such marketmaking activities, this could have a material adverse effect on
the market price of the Company's securities.

QUALIFICATION REQUIREMENTS FOR NASDAQ
SECURITIES; RISK OF LOW-PRICED SECURITIES

  Although the Company's Common Stock is currently listed and qualifies for
continued listing on NASDAQ, if the Company were to experience continued losses
from operations or adverse trading conditions, it may be unable to maintain the
standards for continued listing, and its securities could be subject to
delisting from NASDAQ.  Trading, if any, in the Company's securities would
thereafter be conducted in the over-the-counter market on the National
Association of Securities Dealers, Inc. ("NASD") OTC Electronic Bulletin Board
established for securities that do not meet the NASDAQ listing requirements, or
quoted in what are commonly referred to as the "pink sheets."  As a result, an
investor may find it more difficult to dispose of, or to obtain accurate price
quotations and volume information concerning, the Company's securities.

  In addition, if the Company's securities were delisted from NASDAQ, they would
be subject to the low-priced security or so-called "penny stock" rules that
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally defined as investors with net worth in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with his or her spouse).  In the
event that the Company's securities become subject to the "penny stock" rules,
holders of the Company's securities will find it substantially more difficult to
obtain price information and/or dispose of their securities.

Potential "Dram Shop" Liability

  The Company serves alcoholic beverages, such as beer, at Skylands Park.  Under
New Jersey law, facilities that serve alcoholic beverages are subject to "dram
shop" laws and legislation, which impose liability on licensed alcoholic
beverage servers for injuries or damages caused by their negligent service of
alcoholic beverages to a visibly intoxicated person or to a person whom the
server knows (or reasonably should know) is a minor, if and to the extent that
such service is the proximate cause of the injury or damage and such injury or
damage is a reasonably foreseeable consequence of the negligent service.  The
Company is named as an additional insured on its concessionaire's insurance,
which the Company believes is adequate to protect against such liability.
However, there can be no assurance that such coverage will apply in all cases,
that the Company will not be subject to a judgment in excess of such insurance
coverage, or that such insurance coverage will continue to be available.  The
imposition of a judgment in excess of the Company's insurance coverage would
have a material adverse effect on the Company.


                                       7
<PAGE>
 
INSURANCE

  Although the Company maintains (and plans to continue to maintain) insurance
coverage that it believes to be customary and generally consistent with the
levels and types of coverage existing for other owners and operators of sports
stadiums and related entertainment facilities, to the extent that such coverage
is inadequate or the Company incurs losses which are uninsured, such losses
could have a material adverse effect on the Company and its capital resources.

SEASONALITY

  The Company's revenues and cash flow from operations have been significantly
greater in each spring, summer and fall, than in the winter months (when
Skylands Park is not likely to be rented for outdoor events, and the Company
relies upon income generated by its other businesses). The Company has
historically been unable to generate sufficient cash flow from operations during
the seasons of full operations, and the Company has thus been required to
utilize other cash resources (primarily from the issuance of equity securities)
to meet cash flow shortages, including the payment of operating expenses in the
winter months. There can be no assurance that, in the future, the Company will
have sufficient other cash resources to cover off-season expenses, or that the
Company will be able to acquire or develop any businesses which would provide
revenues and/or cash flow during the winter months. Although the Company has
invested in a 50% ownership interest in Stadium Capital with a view to
mitigating the existing seasonality in the Company's business, there can be no
assurance as to whether or when Stadium Capital will be successful in
implementing its business plan, or whether or when the Company will be able to
derive any revenues or cash flow from that investment.

COMPETITION

  The Company's revenues have been and are anticipated to be generated primarily
from rental fees charged to the Team and other tenants (such as Ladies
Professional Baseball, and college and high school baseball teams) and from
concession sales and parking fees generated from events scheduled at Skylands
Park, as well as the Company's other businesses in the Complex.  Accordingly,
the Company competes primarily for the public's entertainment expenditures.
Although the Company believes that Sussex County, New Jersey is a growing market
for sports-oriented entertainment, especially as a result of its growing tourism
attractions, there can be no assurance that the Company will be successful in
marketing its businesses.  In this connection, the Company has competed and will
be competing with established companies and other sports and entertainment
complexes (including four sports and entertainment complexes in Sussex County,
where the Company is located) with substantially greater financial resources and
name recognition than those of the Company, and there can be no assurance that
the Company will be able to successfully compete against such companies and
sports and entertainment complexes for the public's entertainment expenditures.
In addition, the Company's sporting goods business competes with sporting goods
retailers operating in the proximate geographic area of the Complex, as well as
national mail order and catalogue businesses.

CONFLICTS OF INTEREST

  Barry J. Gordon and Marc H. Klee, who are directors of the Company, are also
executive officers and equity owners of the general partner of the limited
partnership which owns the Team.  In order to avoid potential conflicts, the
Company has established a policy that requires that decisions relating to the
relationship between the Company and the Team be made by directors other than
Messrs. Gordon and Klee.

                                       8
<PAGE>
 
DEPENDENCE ON KEY PERSONNEL; LACK OF PRIOR
EXPERIENCE; NEED FOR ADDITIONAL PERSONNEL

  The Company is dependent upon Barry M. Levine (the Company's President and
Chief Executive Officer), who is employed pursuant to an employment agreement
which expires on December 31, 1999, and Robert H. Stoffel, Jr. (the Company's
Chief Financial Officer), who is employed pursuant to an employment agreement
which expires on October 31, 1998.  The loss or unavailability of Mr. Levine or
Mr. Stoffel could have a material adverse effect on the operations of the
Company.  Mr. Levine and Mr. Stoffel have each agreed to devote the majority of
their business time to the affairs of the Company.  The Company does not
maintain life insurance on the lives of either of such individuals.

  The successful marketing of the proposed businesses of the Company is
partially dependent upon the availability of qualified personnel.  Prior to
joining the Company, neither Mr. Levine nor any other executive officer of the
Company had any significant experience in operating or managing businesses of
the type conducted and proposed to be conducted by the Company.  There can be no
assurance that the Company will be successful in recruiting qualified personnel,
or in retaining such personnel, or, if retained, retained at a cost deemed
reasonable to the Company.

STADIUM GOLF

  The Company has made a significant investment in Stadium Capital, Inc., a
joint venture formed by the Company with certain affiliates of Golf Stadiums,
Inc., William F. Rasmussen and Glenn J. Rasmussen.  The purpose of such joint
venture is to plan, construct, develop and operate a "Stadium Golf" resort
destination in Naples, Florida.  In order to implement its business plan,
Stadium Capital will need to raise substantial amounts of financing, and there
can be no assurance as to whether or when it will be able to obtain any or all
of the required financing, or whether or when the Company will receive any
return on its investment in Stadium Capital.

DIVIDENDS

  The Company has not paid any cash dividends on its Common Stock and does not
intend to pay any such cash dividends in the foreseeable future.  The Company
intends to retain its earnings for use in operating and developing its business
and does not expect to change this policy.

SHARES ELIGIBLE FOR FUTURE SALE

  Substantially all of the currently outstanding shares of Common Stock are now
freely tradable or may be sold in compliance with Rule 144 or another applicable
exemption under the Securities Act.

  Under Rule 144, a person who has held restricted securities of the Company for
one year may, every three months, sell in ordinary broker's transactions or in
transactions directly with a marketmaker, a number of shares of Common Stock
equal to the greater of 1% of the Company's then-outstanding Common Stock or the
average weekly trading volume during the four calendar weeks prior to such sale.
Rule 144 also permits the sale of restricted shares without any quantity
limitations by a person who is not an affiliate of the Company and has satisfied
a two-year holding period.  Existing holdings of restricted securities of the
Company are such that the volume limitations under Rule 144 are not an
impediment to the sale of any of such shares.  Sales of Common Stock under Rule
144 may, in the future, have a depressive effect on the then-current market
price of the Common Stock.  This could result in shareholders of the Company
receiving a lower price upon any resale of their shares of Common Stock, and
could impair the Company's ability to raise capital on favorable terms, if at
all.

                                       9
<PAGE>
 
RESTRICTIONS ON CHANGE OF CONTROL OF
THE COMPANY; ISSUANCE OF PREFERRED STOCK

  The Company's Certificate of Incorporation and By-Laws contain certain
provisions that could have the effect of delaying or hindering a change of
control or sale of the Company, which could limit the ability of shareholders to
dispose of their Common Stock in certain transactions.

  In addition, the Board of Directors may issue one or more series of preferred
stock without any action by the shareholders of the Company, the existence
and/or terms of which may adversely affect the rights of the holders of the
Common Stock.  In addition, the issuance of preferred stock may be used as an
"anti-takeover" device without further action on the part of the shareholders.
Issuance of preferred stock, which may be accomplished through a public offering
or a private placement to parties favorable to current management, may dilute
the voting power of holders of Common Stock (such as by issuing preferred stock
with super voting rights) and may render more difficult the removal of current
management, even if such removal may be in the shareholders' best interest.

NO PREEMPTIVE RIGHTS; POSSIBLE DILUTIVE EVENTS

  The holders of Common Stock do not have any subscription, redemption or
conversion rights, nor do they have any preemptive or other rights to acquire or
subscribe for additional, unissued or treasury shares.  Accordingly, if the
Company were to elect to sell additional shares of Common Stock following this
offering, or if insiders were to elect to receive payment of their pre-petition
claims in the form of shares of Common Stock, the persons acquiring Common Stock
in this offering would have no right to purchase additional shares, and as a
result, their percentage equity interest in the Company would be reduced.

                                USE OF PROCEEDS

  The Company will not receive any proceeds from the sale or other disposition
of the Shares by the Selling Stockholders hereunder.  However, in order to
obtain the Shares, the Selling Stockholders will be required to exercise options
for the purchase of such Shares, and the Company would receive the exercise
price from any such exercised options.


                                      10
<PAGE>
 
                              SELLING STOCKHOLDERS

  This Prospectus may be used by certain officers, directors and controlling
stockholders of the Company for the resale to the public of Shares to be issued
to them upon exercise of options and awards heretofore or hereafter granted
under the Plans.  Such persons may be deemed to be in a control relationship
with the Company within the meaning of the Securities Act and the rules and
regulations of the Commission thereunder, and such Shares may be deemed to be
"control securities" within the meaning of General Instruction C to Form S-8.
This Prospectus may also be used for the resale to the public of certain Shares
heretofore issued upon exercise of options granted under the Plans.  Such Shares
may be deemed to be "restricted securities" within the meaning of General
Instruction C to Form S-8.  The securities referred to in this paragraph may
also be resold pursuant to Rule 144 under the Securities Act or in other
transactions exempt from registration.

  The persons who may resell Shares pursuant to this Prospectus are referred to
in this Prospectus collectively as "Selling Stockholders."  The following table
sets forth, as to each Selling Stockholder: the name of the Selling Stockholder;
the nature of any position, office or other material relationship with the
Company or its affiliates within the past three (3) years; the number of shares
of Common Stock of the Company and the percentage of the outstanding shares of
Common Stock owned as of April 27, 1998; the number of such shares which may be
sold hereby for the account of the Selling Stockholder; and the number of such
shares and percentage of the outstanding shares of such class that will be owned
by the Selling Stockholder, assuming the sale of all the Shares offered hereby.
<TABLE>
<CAPTION>
                                              SHARES OF                                                          SHARES OF
                                             COMMON STOCK                                                      COMMON STOCK
                                            OWNED PRIOR TO                                                      OWNED AFTER
                                             THE SALE(1)                                                         THE SALE
                                  -----------------------------                                     ------------------------------
                                                                               NUMBER OF SHARES
NAME AND                                                                      WHICH MAY BE SOLD 
 POSITION/RELATIONSHIP                 NUMBER        PERCENT(2)                     HEREBY               NUMBER         PERCENT(2)
----------------------              ------------  ----------------           -------------------      -------------  -------------
<S>                                 <C>           <C>                    <C>                          <C>            <C>
Barry M. Levine.............              85,200            1.3%                     85,000(3)                  200        *
 President, Chief Executive
 Officer and Director
Robert H. Stoffel, Jr.......              56,500        *                            55,000(4)                1,500        *
 Vice President, Chief
 Financial Officer, Chief
 Accounting Officer and
 Director
Barry J. Gordon.............             107,970            1.6%                     75,000(5)               32,970        *
 Director
Marc H. Klee................             131,670            1.9%                     75,000(5)               56,670        *
 Director
Wade Torppey................               2,500        *                             2,500(6)                    0        *
  ..........................
Total.......................             383,840            5.5%                    292,500                  91,340            1.3%
                                                                                   (3)(4)(5)(6)
</TABLE>

_____________________________
 
*    Represents less than 1% of outstanding Common Stock.

(1)  Shares of Common Stock issued or issuable to the Selling Stockholders upon
     exercise of options or awards granted under the Plans or other employee
     benefit plans of the Company or currently outstanding warrants, whether or
     not exercisable, are included.

(2)  Percentages based on 6,696,309 shares of Common Stock outstanding as of
     April 27, 1998.

                                      11
<PAGE>
 
(3)  Consists of 15,000 shares of Common Stock issued in July 1997 upon exercise
     of options granted under the 1993 Stock Option Plan, and 70,000 shares of
     Common Stock which are subject to currently exercisable options granted
     under the 1996 Stock Award Plan.

(4)  Consists of 5,000 shares of Common Stock issued in November 1997 upon
     exercise of options granted under the 1993 Stock Option Plan, and 50,000
     shares of Common Stock which are subject to currently exercisable options
     granted under the 1996 Stock Award Plan.

(5)  Consists of 10,000 shares of Common Stock issued in August 1997 upon
     exercise of options granted under the 1993 Stock Option Plan, and 65,000
     shares of Common Stock which are subject to currently exercisable options
     granted under the 1996 Stock Award Plan.

(6)  Consists of 2,500 shares of Common Stock issued in July 1997 upon exercise
     of options granted under the 1993 Stock Option Plan, and 65,000 shares of
     Common Stock which are subject to currently exercisable options granted
     under the 1996 Stock Award Plan.

  The Company does not know whether any of the Selling Stockholders will use
this Prospectus in connection with the offer or sale of any Shares, or, if this
Prospectus is so used, how many Shares will be offered or sold.  The information
set forth in this section may be updated by the Company by use of supplements to
this Prospectus issued subsequent to the date hereof.


                                      12
<PAGE>
 
                              PLAN OF DISTRIBUTION

  The Shares may be sold from time to time to purchasers directly by any of the
Selling Stockholders, or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) on the NASDAQ SmallCap Market, in sales occurring in the public
market off the Nasdaq SmallCap Market, in separately negotiated transactions, or
in a combination of such transactions.  Each sale may be made either at market
prices prevailing at the time of such sale or at negotiated prices.  Some or all
of the Shares may be sold through brokers acting on behalf of the Selling
Stockholders or to dealers for resale by such dealers, and in connection with
such sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and/or the purchasers of
such Shares for whom they may act as broker or agent (which discounts or
commissions are not anticipated to exceed those customary in the types of
transactions involved).  However, any Shares covered by this Prospectus that
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.

  The Selling Stockholders and any dealer participating in the distribution of
any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

  Any broker or dealer participating in any distribution of Shares in connection
with this offering may be deemed to be an "underwriter" within the meaning of
the Securities Act, and if so deemed will be required to deliver a copy of this
Prospectus, including a Prospectus Supplement, if required, to any person who
purchases any of the Shares from or through such broker or dealer.

  The Company will inform the Selling Stockholders that the anti-manipulation
rules under the Exchange Act may apply to sales in the market and will furnish
the Selling Stockholders upon request with a copy of such rules.  The Company
will also inform the Selling Stockholders of the need for delivery of copies of
this Prospectus.

  Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering or secondary distribution, or a purchase
by a broker or dealer, a supplement to this Prospectus will be filed, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing (a) the
name of each such Selling Stockholder and of the participating broker or dealer,
(b) the number of Shares involved, (c) the price at which such Shares were sold,
(d) the commissions paid or the discounts or concessions allowed to such broker
or dealer, where applicable, (e) that such broker or dealer did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus, and (f) other facts material to the transaction.

  In order to comply with the securities laws of certain states, if applicable,
the Shares will be sold only through registered or licensed brokers or dealers.
In addition, in certain states, the Shares may not be sold unless they have been
registered or qualified for sale in such state or an exemption from such
registration or qualification requirement is available and is complied with.

  There is no assurance that any of the Selling Stockholders will sell any or 
all of the Shares offered hereby.

     All expenses incurred in connection with the registration of the Shares are
being borne by the Company, but all brokerage commissions and other expenses
incurred by individual Selling Stockholders will be borne by each such Selling
Stockholder.

                                 LEGAL MATTERS

  The validity of the Common Stock offered hereby will be passed upon for the
Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, New York, New York
("Greenberg Traurig").

                                      13
<PAGE>
 
                                    EXPERTS

  The financial statements of the Company appearing in its Annual
Report (Form 10-KSB) for the year ended December 31, 1997 have been audited by
Wiss & Company, LLP, Independent Certified Public Accountants, as set forth in
their report thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in auditing and
accounting. Audited financial statements to be included in subsequently filed
documents will be incorporated herein by reference in reliance upon the reports
pertaining to such financial statements of such independent accountants as are
the Company's auditors from time to time (to the extent covered by consents
filed with the Commission) and upon the authority of such accountants as experts
in auditing and accounting.

                                      14
<PAGE>
 
                                    PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Millennium Sports Management, Inc. (the "Company") hereby incorporates
by reference into this Registration Statement the following documents heretofore
filed by the Company with the Securities and Exchange Commission (the
"Commission") (File No. 0-22042) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"):

          (a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997;

          (b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1997, consisting of the
Company's Current Report on Form 8-K dated April 29, 1998; and

          (c) The description of the Company's Common Stock, no par value per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A, dated July 7, 1993, filed under Section 12(g) of the Exchange Act,
including any subsequent amendment or any report or other filing with the
Commission updating such description.

          In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the Common Stock to which this Registration Statement
relates will be passed upon for the Company by Greenberg Traurig Hoffman Lipoff
Rosen & Quentel, New York, New York ("Greenberg Traurig").

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The certificate of incorporation and by-laws of the Company provide that the
Company shall indemnify officers and directors to the fullest extent allowed by
the New Jersey General Corporation Law, as it now exists and as it may be
amended.  In general, New Jersey law grants a corporation the power to indemnify
officers and directors (and former officers and directors in respect of actions
taken while serving as an officer or director) against expenses and liabilities
in connection with any proceeding against such officer or director relating to
acts or omissions in such capacity, if the officer or director acted in good
faith 

                                     II-1
<PAGE>
 
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, the
officer or director had no reasonable cause to believe that the subject conduct
was unlawful. New Jersey law further permits additional rights of
indemnification (to the extent permitted or not prohibited by other applicable
law) if so provided under the corporation's certificate of incorporation or by-
laws, except that no indemnification is permitted if it is determined by final
judgment that the subject acts or omissions were in breach of the officer's or
director's duty of loyalty to the corporation or its shareholders, or were not
in good faith or involved a knowing violation of law, or resulted in receipt by
the officer or director of an improper personal benefit. The Company's
certificate of incorporation contains a provision expressly adopting this most
expansive form of indemnification.

   Pursuant to Section 7 of the September 24, 1993 Underwriting Agreement (in
connection with the Company's initial public offering of Common Stock and Class
A Warrants), A.S. Goldmen & Co., Inc. ("Goldmen"), as underwriter, agreed to
indemnify the Company, its directors, and certain of its officers and
controlling persons, in respect of any losses or claims arising out of any
information provided by such underwriter for use in the offering materials
relating to such initial public offering.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     The restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued in transactions exempt from registration
pursuant to Section 4(2) of the Securities Act.  Each such transaction involved
the issuance of shares of Common Stock pursuant to the exercise of options or
awards granted under the Plans to persons who were officers, employees or
directors of the Company and who had access to material information with respect
to the Company.

ITEM 8.   EXHIBITS.
 
     Exhibit
     Number                        Description
     ------                        -----------

       4.1         Specimen Form of Common Stock Certificate.(1)

       4.2         1993 Stock Option Plan.(2)

       4.3         1996 Stock Award Plan.(2)

       4.4         Amendment to 1996 Stock Award Plan.(3)

       5.1         Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.

      23.1         Consent of Wiss & Company, LLP.

      23.2         Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel
                   (contained in Exhibit 5.1).

      25.1         Power of Attorney (included as part of the signature page to
                   this Registration Statement and incorporated herein by
                   reference).

____________________
(1)  Incorporated by reference, filed as an exhibit to Amendment No. 1 to the
     Company's Registration Statement on Form SB-2, filed on December 16, 1996,
     SEC File No. 333-90.
     
(2)  Incorporated by reference, filed as an exhibit to the Company's report on
     Form 10-KSB filed on March 31, 1998.

(3)  Incorporated by reference, filed as an exhibit to Post-Effective Amendment
     No. 2 to the Company's Registration Statement on Form SB-2, filed on April
     30, 1998, SEC File No. 333-90.

Except for those exhibits incorporated by reference, all exhibits are filed
herewith electronically.

                                     II-2
<PAGE>
 
ITEM 9.    UNDERTAKINGS.

          (a)  The Company hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of this 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 this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission Pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement; and

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

                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    --------  -------                                          
          shall not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the Company pursuant to Section 13 or Section 15(d)
          of the Exchange Act that are incorporated by reference in this
          Registration Statement.

               (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment 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 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.

          (b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of the annual report of the employee benefit plans
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement 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.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  

                                     II-3
<PAGE>
 
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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, the Company 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 public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                     II-4
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Augusta, State of New Jersey, on April 30, 1998.

                              MILLENNIUM SPORTS MANAGEMENT, INC.

                              By: /s/ Barry M. Levine
                                  ------------------------------------
                                  Barry M. Levine
                                  President and Chief Executive Officer

                              ____________________

                               POWER OF ATTORNEY
                                        
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Barry M. Levine and Robert H. Stoffel, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, 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, and any other regulatory authority, 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 and 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 substitutes, may lawfully
do or cause to be done by virtue hereof.

                                 ____________________

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

<TABLE>
<CAPTION>
 
SIGNATURE                                     CAPACITY                        DATE
---------                                     --------                   --------------

<S>                           <C>                                        <C>
/s/ Barry M. Levine             President,                               April 30, 1998
----------------------------
Barry M. Levine                 Chief Executive Officer and Director
                                    (principal executive officer)

 
/s/ Robert H. Stoffel, Jr.      Vice President, Principal Financial      April 30, 1998
----------------------------
Robert H. Stoffel, Jr.          Officer, Principal Accounting Officer 
                                and Director (principal financial and 
                                accounting officer) 

/s/ Barry J. Gordon             Director                                 April 30, 1998
----------------------------
Barry J. Gordon
 
/s/ Marc H. Klee                Director                                 April 30, 1998
----------------------------
Marc H. Klee
</TABLE>

                                     II-5
<PAGE>
 
                                 EXHIBIT INDEX



 
     EXHIBIT
     Number                       Description
     ------                       -----------

        4.1        Specimen Form of Common Stock Certificate.(1)
                 
        4.2        1993 Stock Option Plan.(2)
                 
        4.3        1996 Stock Award Plan.(2)
                 
        4.4        Amendment to 1996 Stock Award Plan.(3)
                 
        5.1        Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
                 
       23.1        Consent of Wiss & Company, LLP.
                 
       23.2        Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel
                   (contained in Exhibit 5.1).
                   
       25.1        Power of Attorney (included as part of the signature page to
                   this Registration Statement and incorporated herein by
                   reference).

______________________________
(1)  Incorporated by reference, filed as an exhibit to Amendment No. 1 to the
     Company's Registration Statement on Form SB-2, filed on December 16, 1996,
     SEC File No. 333-90.
     
(2)  Incorporated by reference, filed as an exhibit to the Company's report on
     Form 10-KSB filed on March 31, 1998.
     
(3)  Incorporated by reference, filed as an exhibit to Post-Effective Amendment
     No. 2 to the Company's Registration Statement on Form SB-2, filed on April
     30, 1998, SEC File No. 333-90.
     
Except for those exhibits incorporated by reference, all exhibits are filed
herewith electronically.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 74514}]
{"company-data": {"conformed-name": "MILLENNIUM SPORTS MANAGEMENT INC", "cik": "0000904075", "assigned-sic": "7900", "irs-number": "223127024", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51539", "film-number": "98607873"}, "business-address": {"street1": "PO BOX 117", "city": "AUGUSTA", "state": "NJ", "zip": "07822-0117", "phone": "9733837644"}, "mail-address": {"street1": "PO BOX 117", "city": "AUGUSTA", "state": "NJ", "zip": "07822-0117"}, "former-company": {"former-conformed-name": "SKYLANDS PARK MANAGEMENT INC", "date-changed": "19930510"}}
As filed with the Securities and Exchange Commission on May 1, 1998

                                   Registration No. 333-
--------------------------------------------------------------------------------
                     SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington, D.C. 20549
                                 ______________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________
                       MILLENNIUM SPORTS MANAGEMENT, INC.
               (Exact name of issuer as specified in its charter)

        NEW JERSEY                                       22-3127024
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

        ROSS' CORNER
U.S. Highway 206 and County Route 565                       07822-0117
        P.O. BOX 117                                        (Zip Code)
      AUGUSTA, NEW JERSEY
(Address of Principal Executive Offices)

                             1993 STOCK OPTION PLAN
                             1996 STOCK AWARD PLAN
                            (Full title of the plan)

                                BARRY M. LEVINE
              President and Chief Executive Officer and President
                       MILLENNIUM SPORTS MANAGEMENT, INC.
                                  ROSS' CORNER
                     U.S. HIGHWAY 206 AND COUNTY ROUTE 565
                                  P.O. BOX 117
                         AUGUSTA, NEW JERSEY 07822-0117
                    (Name and address of agent for service)

                                 (973) 383-7644
         (Telephone number, including area code, of agent for service)

                          Copies of communications to:

                                 SHAHE SINANIAN, ESQ.
                              Greenberg Traurig Hoffman
                                Lipoff Rosen & Quentel
                                   200 PARK AVENUE
                              New York, New York  10166
                                 Tel: (212) 801-9200
                                 Fax: (212) 801-6400

                        CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                                               AMOUNT            maximum            maximum        AMOUNT OF
                        Title of                                to be        offering price        aggregate      registration
               securities to be registered                  registered(1)       per share       offering price        fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share                          2,000 shares(2)      $14.375(3)         $28,750(4)      $8.48
Common Stock, no par value per share                          9,071 shares(5)      $  3.13(6)         $28,392(7)      $8.38
------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share                            42,500 shares (8)    $3.13(6)         $  133,025(9)          $ 39.24
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share                           250,000 shares (10)   $0.25(3)         $   62,500(4)          $ 18.44
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share                           750,000 shares (11)   $3.13(6)         $2,347,500(7)          $692.51
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                           1,053,571 shares                     $2,600,167             $767.05
====================================================================================================================================
(1)  Pursuant to Rule 416(a), the number of shares of Common Stock being
     registered shall be adjusted to include any additional shares which may
     become issuable as a result of stock splits, stock dividends, or similar
     transactions in accordance with the anti-dilution provisions of the 1993
     Stock Option Plan and the 1996 Stock Award Plan.

(2)  Represents the aggregate number of shares issuable upon exercise of
     currently outstanding options granted under the 1993 Stock Option Plan.

(3)  Represents the weighted average exercise price (rounded to the nearest
     cent) at which the shares will be issued.

(4)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the total registration
     fee. The aggregate offering price and amount of registration fee have been
     computed based on the weighted average exercise price (rounded to the
     nearest cent) at which the shares will be issued.

(5)  Represents the aggregate number of shares underlying options presently
     available for issuance under the 1993 Stock Option Plan.

(6)  Represents the average of the high and low prices of the Common Stock
     (rounded to the nearest cent) as reported on the Nasdaq SmallCap Market on
     April 27, 1998.

(7)  Computed in accordance with Rules 457(c) and (h) under the Securities Act
     of 1933, as amended, solely for the purpose of calculating the total
     registration fee. The aggregate offering price and amount of registration
     fee have been computed based on the weighted average of the high and low
     prices of the Common Stock (rounded to the nearest cent) as reported on the
     Nasdaq SmallCap Market on April 27, 1998, because the exercise price at
     which the shares will be issued in the future is not currently
     determinable.

(8)  Represents shares heretofore issued upon exercise of options granted under
     the 1993 Stock Option Plan.

(9)  Computed in accordance with Rule 457(c) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the total registration
     fee. The aggregate offering price and amount of registration fee have been
     computed based on the average of the high and low prices of the Common
     Stock (rounded to the nearest cent) as reported on the Nasdaq SmallCap
     Market on April 27, 1998.

(10) Represents the aggregate number of shares issuable upon exercise of
     currently outstanding options granted under the 1996 Stock Award Plan.

(11) Represents the aggregate number of shares underlying options presently
     available for issuance under the 1996 Stock Award Plan.

================================================================================
PART I
                                        
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
          The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities and
Exchange Commission either as part of this Registration Statement, or as a
prospectus or prospectus supplement pursuant to Rule 424.  These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

          The following reoffer prospectus filed as part of the Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used by
certain officers, directors and controlling stockholders of the Company for the
resale to the public of Shares to be issued to them upon exercise of options and
awards heretofore or hereafter granted under the 1993 Stock Option Plan and the
1996 Stock Award Plan (collectively, the "Plans").  Such persons may be deemed
to be in a control relationship with the Company within the meaning of the
Securities Act and the rules and regulations of the Commission promulgated
thereunder, and such Shares may be deemed to be "control securities" within the
meaning of General Instruction C to Form S-8.  The following reoffer prospectus
may also be used for the resale to the public of certain Shares heretofore
issued upon exercise of options granted under the 1993 Stock Option Plan.  Such
Shares may be deemed to be "restricted securities" within the meaning of General
Instruction C to Form S-8.

                                      I-1
PROSPECTUS
----------

                                1,053,571 SHARES
                                        
                       MILLENNIUM SPORTS MANAGEMENT, INC.
                                        
                                  COMMON STOCK
                             _____________________

  This Prospectus relates to 1,053,571 shares of common stock, no par value (the
"Common Stock"), of Millennium Sports Management, Inc., a New Jersey corporation
(the "Company"), which may be offered and sold from time to time pursuant to
this Prospectus (the "Shares") by the persons named in this Prospectus as
"Selling Stockholders" (the "Selling Stockholders").  The Selling Stockholders
have acquired or will acquire the Shares upon exercise of options heretofore or
hereafter granted under the Company's 1993 Stock Option Plan or 1996 Stock Award
Plan (referred to herein, collectively, as the "Plans").  See "SELLING
STOCKHOLDERS."

  The Shares may be sold from time to time to purchasers directly by any of the
Selling Stockholders or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) on the SmallCap Market of the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ SmallCap Market"), in sales
occurring in the public market off the Nasdaq SmallCap Market, in separately
negotiated transactions, or in a combination of such transactions.  Each sale
may be made either at market prices prevailing at the time of such sale or at
negotiated prices.  Some or all of the Shares may be sold through brokers acting
on behalf of the Selling Stockholders or to dealers for resale by such dealers,
and in connection with such sales, such brokers or dealers may receive
compensation in the form of discounts or commissions from the Selling
Stockholders and/or the purchasers of such Shares for whom they may act as
broker or agent (which discounts or commissions are not anticipated to exceed
those customary in the types of transactions involved).  However, any Shares
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.  See "PLAN OF DISTRIBUTION."

     The Shares will be sold, or otherwise disposed of, for the account of the
Selling Stockholders, and the Company will not be entitled to any of the
proceeds from such sales or dispositions. See "USE OF PROCEEDS."  All expenses
incurred in connection with the registration of the Shares are being borne by
the Company, but all brokerage commissions and other expenses incurred by
individual Selling Stockholders will be borne by each such Selling Stockholder.
See "PLAN OF DISTRIBUTION."

  The Selling Stockholders and any dealer participating in the distribution of
any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act. See "PLAN OF DISTRIBUTION."

     Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering or secondary distribution, or a purchase
by a broker or dealer, a supplement to this Prospectus will be filed, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing (a) the
name of each such Selling Stockholder and of the participating broker or dealer,
(b) the number of Shares involved, (c) the price at which such Shares were sold,
(d) the commissions paid or the discounts or concessions allowed to such broker
or dealer, where applicable, (e) that such broker or dealer did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus, and (f) other facts material to the transaction. See "PLAN OF
DISTRIBUTION."
There is no assurance that any of the Selling Stockholders will sell any or
all of the Shares. The Common Stock of the Company is currently listed on the
Nasdaq SmallCap Market under the symbol "MSPT". On April 27, 1998, the closing
price of the Common Stock as reported by Nasdaq was $3.25 per share. Prospective
investors are urged to obtain a current price quotation.

  Prospective investors should carefully consider the factors set forth under
"RISK FACTORS" beginning on page 6 of this Prospectus.

           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.

                The date of this Prospectus is _________, 1998.
TABLE OF CONTENTS
 
                                                 Page
                                                 ----
 
AVAILABLE INFORMATION............................   2
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..   3
 
THE COMPANY......................................   4
 
RISK FACTORS.....................................   6
 
USE OF PROCEEDS..................................  11
 
SELLING STOCKHOLDERS.............................  11
 
PLAN OF DISTRIBUTION.............................  13
 
LEGAL MATTERS....................................  14
 
EXPERTS..........................................  14
 

  No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with any offering
made hereby and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or any other person.
This Prospectus does not constitute an offer to buy, nor shall there be any
offer to sell, solicitation of an offer to buy or sale of these securities by
any person in any jurisdiction in which it is unlawful for such person to make
such an offer, solicitation or sale.  Neither the delivery of this Prospectus at
any time nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein is correct as of any
time subsequent to such date.

                           _________________________

                             AVAILABLE INFORMATION

  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  The reports, proxy
statements and other information filed with the Commission, as well as the
Registration Statement (as defined below) of which this Prospectus is a part,
may be inspected and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60601-2511.  Copies of such material also can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  In addition,
certain material filed by the Company can be inspected at the NASD Public
Reference Room of the National Association of Securities Dealers Automated
Quotation System, Inc. at 1735 K Street, N.W., Washington, D.C. 20006-1506,
through which the Company's Common Stock is quoted.  Also, the Company files
such reports, proxy statements and other information with the Commission
pursuant to the Commission's EDGAR system.  The Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission pursuant to
the EDGAR system.  The address of the Commission's web site is
"http://www.sec.gov".

  This Prospectus constitutes a part of a Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on May 1, 1998 with the
Commission under the Securities Act.  As permitted by the rules and 

                                       2
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement and incorporates by reference certain
additional information. Such additional information can be inspected at and
obtained from the Commission in the manner set forth above. Statements contained
in this Prospectus or in any document incorporated herein by reference as to the
terms of any contract or other document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
such other document, each such statement being qualified in all respects by such
reference.

                           _________________________
                                        
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents heretofore filed by the Company with the Commission
(File No. 0-22042) under the Exchange Act are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997;

          (b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1997, consisting of the
Company's Current Report on Form 8-K dated April 29, 1998; and

          (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed on July 7, 1993 under
Section 12(g) of the Exchange Act, including any subsequent amendment or any
report or other filing with the Commission updating such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.  All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding sentence.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of the Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein), as well as other documents required to be delivered to
employees pursuant to Rule 428(b), will be provided without charge to each
person (including any beneficial owner) to whom this Prospectus is delivered
upon the written or oral request of such person.  Requests should be made to:

                       Millennium Sports Management, Inc.
                                  Ross' Corner
                     U.S. Highway 206 and County Route 565
                                  P.O. Box 117
                         Augusta, New Jersey 07822-0117
                       Attention:  Shareholder Relations
                           Telephone: (973) 383-7644

                                       3
THE COMPANY

  The following summary is qualified in its entirety by reference to, and should
be read in conjunction with, the more detailed information appearing elsewhere
in this Prospectus or incorporated herein by reference.  Investors should also
carefully consider the information set forth under the heading "RISK FACTORS."
As used herein, the term "Company" refers to Millennium Sports Management, Inc.

  The Company has developed a regional sports entertainment and recreation
center in Sussex County, New Jersey, known as the Skylands Park Sports and
Recreation Center (the "Complex").  The Complex has been designed with a view to
addressing both the entertainment interests and the sports and other
recreational needs of the region's diverse population (including interest in
spectator sports, and the need for equipment and practice facilities for
participatory sports and activities), including tourists who visit the region
regularly.  The Company also seeks to take advantage of the related market for
sporting goods, sports apparel and sports collectibles.

  The centerpiece of the Complex is Skylands Park, which is a 4,300 seat
professional baseball stadium ("Skylands Park"), and is, among other things, the
home of the New Jersey Cardinals (the "Team"), a Class "A" Minor League
affiliate of the St. Louis Cardinals Major League baseball franchise of the
National League.  The Company has a minority ownership interest in Minor League
Heroes, L.P., the limited partnership that owns the Team.  The Team is a member
of the New York-Penn League.  Skylands Park was placed in operation in April
1994, and the Team has played all of its home games at Skylands Park during the
1994 through 1997 Minor League baseball seasons.

  During the 1997 calendar year, in addition to the Team's 38 regular season
home games, Skylands Park hosted a total of 91 college, high school and other
amateur games, including 18 home games of the Sussex County Colonels (the
"Colonels"), a member of the summer Atlantic Collegiate Baseball League (the
"ACBL"), and the ACBL All-Star Game.  The Company has terminated its agreement
with the Colonels, and has entered into a lease agreement with Ladies
Professional Baseball ("LPB") pursuant to which the league-owned LPB franchise
in New Jersey will play all of its home games at Skylands Park in the 1998,1999
and 2000 baseball seasons.

  The remainder of the Complex follows a courtyard village design theme, and
includes a recreation facility containing batting cages, a soft-play area,
sports video parlor, mini-gym, children's party room and sports collectibles
store; a wholesale and retail sporting goods outlet; and an exhibit hall.  The
Company is currently exploring potential alternate uses of the exhibit hall.

  In 1994 through 1996, the Company published six issues of BarnStorming: New
                                                            -----------------
Jersey's Baseball Magazine, a quarterly baseball magazine edited by Phil Pepe, a
--------------------------                                                      
nationally syndicated sports columnist and author.  The Company did not realize
a profit from the magazine, and the Company has discontinued publication of
                                                                           
BarnStorming.
------------ 

  The Company currently operates, in the Complex, a Skylands Sporting Goods
store, which encompasses approximately 3,000 square feet and which sells, both
at retail and at wholesale, a broad range of sporting goods relating to baseball
and other sports, Team paraphernalia and apparel and equipment related to other
sports such as basketball, football and hockey .

  In the first quarter of 1998, the Company entered into agreements with
affiliates of Golf Stadiums, Inc., William F. Rasmussen and Glenn J. Rasmussen,
in implementation of such parties' October 1997 letter of intent, with respect
to the development, through a joint venture corporation known as Stadium
Capital, Inc. ("Stadium Capital"), of a "Stadium Golf" resort destination
(including two 18-hole professional golf courses and a related "Stadium"
facility containing luxury boxes and/or condominium units, grandstand seating,
telecast facilities, professional golf facilities and dining and locker room
amenities) in Naples, Florida.  The Company currently holds 50% of the
outstanding capital stock of Stadium Capital.  Stadium Capital is in the start-
up phase, and the implementation of its business plan is dependent upon raising
substantial financing.  There can be no assurance that Stadium Capital will be
able to obtain any or all of this required financing.

                                       4
The Company also intends to utilize the professional skills and collective
sports-related backgrounds of its management team to provide strategic,
financial and operational consulting services to small to mid-sized professional
franchise owners and sports facility operators.  However, the Company has not
yet entered into any definitive consulting arrangements.

  The Company filed a voluntary petition for reorganization with the United
States Bankruptcy Court for the District of New Jersey (the "Court") on June 1,
1994.  The Company made such filing with a view to fostering a more orderly
payment and resolution of the Company's obligations.  On April 13, 1995, with
the requisite approval of the Company's creditors, the Court approved and
confirmed the Company's proposed plan of reorganization (the "Plan"), and the
Company has since paid substantially all of its pre-petition obligations at
their original principal amounts.

  The Company was incorporated in New Jersey on August 28, 1991 under the name
Skylands Park Management, Inc.  Subsequently, the Company changed its name to
Millennium Sports Management, Inc.  The Company's executive office is located at
Ross' Corner, U.S. Highway 206 and County Route 565, P.O. Box 117, Augusta, New
Jersey 07822-0117, and its telephone number is (973) 383-7644.

                                       5
RISK FACTORS
                                        
  Prospective investors should consider carefully the following factors
associated with the ownership of Common Stock together with the other
information contained in this Prospectus.

Consistent History of Losses From Operations

  The Company incurred significant losses during its construction phase, and has
incurred operating losses in each year of operations.  Although the Company has
placed into operation substantially all elements of the Complex, the Company's
ability to operate profitably will depend on a number of other factors,
including the public's ongoing reception to the Complex, general economic
conditions which will affect the amounts available for recreational expenditures
generally, and the Company's ability to add business operations to provide cash
flow on a year-round basis.   There is a substantial probability that, unless
the Company is able to successfully promote Skylands Park and the Complex for a
substantial number of additional events in the spring through the fall, and/or
is able to develop or acquire supplemental businesses which can produce revenues
and positive cash flow in the winter months (which would require the Company to
obtain additional financing, whether by means of this offering or otherwise),
the Company will continue to incur losses and negative cash flow from its
existing operations.  From the inception of the Company through December 31,
1997, the Company incurred accumulated losses of approximately $4,993,000,
including reorganization expenses attributable to its bankruptcy proceedings of
approximately $637,000.

  Due to the Company's consistent history of operating losses, the likelihood of
continuing losses in the future, and the Company's need for additional financing
to cover such potential losses and pay its liabilities when due, the opinion of
the Company's independent auditors, included in the audited financial statements
appearing elsewhere in this Prospectus, includes a "going concern"
qualification, indicating that the foregoing factors raise substantial doubt
about the Company's ability to continue as a going concern.

BANKRUPTCY PROCEEDINGS; NEED FOR ADDITIONAL CAPITAL

  On June 1, 1994, the Company filed a voluntary petition for reorganization
with the United States Bankruptcy Court for the District of New Jersey (the
"Court").  Such filing was precipitated by the Company's lack of necessary
capital, and was made in order to enable the Company to establish orderly
payment mechanisms for its then-outstanding obligations.  Although the Company's
Plan of Reorganization (the "Plan") has been approved and implemented, and the
Company has paid substantially all of its pre-petition liabilities in the
original amounts thereof and in accordance with the Plan, the funds utilized to
make such payments have been made primarily out of the net proceeds of equity
financings, and not out of cash flow from operations.  Unless and until the
Company is able to more fully utilize its existing facilities, and/or is able to
develop or acquire supplemental businesses, it is unlikely that the Company will
produce sufficient cash flow from operations to cover its expenses; accordingly,
the Company will need to raise additional capital to sustain its operations, and
there can be no assurance that the Company will be able to do so on favorable
terms, if at all.  In addition, the Company may, notwithstanding its adherence
to the Plan, continue to suffer the stigma that is often attached to companies
that have been the subject of bankruptcy proceedings, and this may in the future
materially adversely affect the market price of the Company's securities, and
the Company's ability to transact business on terms that would be available to
other entities which have not been the subject of bankruptcy proceedings.

                                       6
POSSIBLE INABILITY TO OBTAIN ADDITIONAL EQUITY FINANCING

  In addition to the shares included in this Prospectus, the Company has
reserved an aggregate of 6,608,594 shares of Common Stock for issuance pursuant
to outstanding warrants.  As a result, the Company's ability to obtain
additional equity financing in the future may be adversely affected by the
existence of outstanding warrants and options.  The holders of such warrants
and/or options may exercise them at a time when the Company could obtain
additional capital on terms more favorable than those provided by the warrants
and/or options.  The exercise of a significant number of warrants and/or options
could have a depressive effect upon the market price of the Common Stock.  There
can be no assurance that the Company will be able to raise additional funds
through a subsequent public offering or otherwise.

INFLUENCE OF CERTAIN MARKETMAKERS

  Certain broker-dealers are the principal marketmakers for the Company's
securities.  For this reason, the bid and asked prices for the Company's
securities may be significantly influenced by decisions of these marketmakers to
buy or sell these securities for their own account.  Furthermore, there can be
no assurance that any marketmaking activities of these marketmakers will be
continued at any time.  If such marketmakers were to significantly reduce or
cease such marketmaking activities, this could have a material adverse effect on
the market price of the Company's securities.

QUALIFICATION REQUIREMENTS FOR NASDAQ
SECURITIES; RISK OF LOW-PRICED SECURITIES

  Although the Company's Common Stock is currently listed and qualifies for
continued listing on NASDAQ, if the Company were to experience continued losses
from operations or adverse trading conditions, it may be unable to maintain the
standards for continued listing, and its securities could be subject to
delisting from NASDAQ.  Trading, if any, in the Company's securities would
thereafter be conducted in the over-the-counter market on the National
Association of Securities Dealers, Inc. ("NASD") OTC Electronic Bulletin Board
established for securities that do not meet the NASDAQ listing requirements, or
quoted in what are commonly referred to as the "pink sheets."  As a result, an
investor may find it more difficult to dispose of, or to obtain accurate price
quotations and volume information concerning, the Company's securities.

  In addition, if the Company's securities were delisted from NASDAQ, they would
be subject to the low-priced security or so-called "penny stock" rules that
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally defined as investors with net worth in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with his or her spouse).  In the
event that the Company's securities become subject to the "penny stock" rules,
holders of the Company's securities will find it substantially more difficult to
obtain price information and/or dispose of their securities.

Potential "Dram Shop" Liability

  The Company serves alcoholic beverages, such as beer, at Skylands Park.  Under
New Jersey law, facilities that serve alcoholic beverages are subject to "dram
shop" laws and legislation, which impose liability on licensed alcoholic
beverage servers for injuries or damages caused by their negligent service of
alcoholic beverages to a visibly intoxicated person or to a person whom the
server knows (or reasonably should know) is a minor, if and to the extent that
such service is the proximate cause of the injury or damage and such injury or
damage is a reasonably foreseeable consequence of the negligent service.  The
Company is named as an additional insured on its concessionaire's insurance,
which the Company believes is adequate to protect against such liability.
However, there can be no assurance that such coverage will apply in all cases,
that the Company will not be subject to a judgment in excess of such insurance
coverage, or that such insurance coverage will continue to be available.  The
imposition of a judgment in excess of the Company's insurance coverage would
have a material adverse effect on the Company.

                                       7
INSURANCE

  Although the Company maintains (and plans to continue to maintain) insurance
coverage that it believes to be customary and generally consistent with the
levels and types of coverage existing for other owners and operators of sports
stadiums and related entertainment facilities, to the extent that such coverage
is inadequate or the Company incurs losses which are uninsured, such losses
could have a material adverse effect on the Company and its capital resources.

SEASONALITY

  The Company's revenues and cash flow from operations have been significantly
greater in each spring, summer and fall, than in the winter months (when
Skylands Park is not likely to be rented for outdoor events, and the Company
relies upon income generated by its other businesses). The Company has
historically been unable to generate sufficient cash flow from operations during
the seasons of full operations, and the Company has thus been required to
utilize other cash resources (primarily from the issuance of equity securities)
to meet cash flow shortages, including the payment of operating expenses in the
winter months. There can be no assurance that, in the future, the Company will
have sufficient other cash resources to cover off-season expenses, or that the
Company will be able to acquire or develop any businesses which would provide
revenues and/or cash flow during the winter months. Although the Company has
invested in a 50% ownership interest in Stadium Capital with a view to
mitigating the existing seasonality in the Company's business, there can be no
assurance as to whether or when Stadium Capital will be successful in
implementing its business plan, or whether or when the Company will be able to
derive any revenues or cash flow from that investment.

COMPETITION

  The Company's revenues have been and are anticipated to be generated primarily
from rental fees charged to the Team and other tenants (such as Ladies
Professional Baseball, and college and high school baseball teams) and from
concession sales and parking fees generated from events scheduled at Skylands
Park, as well as the Company's other businesses in the Complex.  Accordingly,
the Company competes primarily for the public's entertainment expenditures.
Although the Company believes that Sussex County, New Jersey is a growing market
for sports-oriented entertainment, especially as a result of its growing tourism
attractions, there can be no assurance that the Company will be successful in
marketing its businesses.  In this connection, the Company has competed and will
be competing with established companies and other sports and entertainment
complexes (including four sports and entertainment complexes in Sussex County,
where the Company is located) with substantially greater financial resources and
name recognition than those of the Company, and there can be no assurance that
the Company will be able to successfully compete against such companies and
sports and entertainment complexes for the public's entertainment expenditures.
In addition, the Company's sporting goods business competes with sporting goods
retailers operating in the proximate geographic area of the Complex, as well as
national mail order and catalogue businesses.

CONFLICTS OF INTEREST

  Barry J. Gordon and Marc H. Klee, who are directors of the Company, are also
executive officers and equity owners of the general partner of the limited
partnership which owns the Team.  In order to avoid potential conflicts, the
Company has established a policy that requires that decisions relating to the
relationship between the Company and the Team be made by directors other than
Messrs. Gordon and Klee.

                                       8
DEPENDENCE ON KEY PERSONNEL; LACK OF PRIOR
EXPERIENCE; NEED FOR ADDITIONAL PERSONNEL

  The Company is dependent upon Barry M. Levine (the Company's President and
Chief Executive Officer), who is employed pursuant to an employment agreement
which expires on December 31, 1999, and Robert H. Stoffel, Jr. (the Company's
Chief Financial Officer), who is employed pursuant to an employment agreement
which expires on October 31, 1998.  The loss or unavailability of Mr. Levine or
Mr. Stoffel could have a material adverse effect on the operations of the
Company.  Mr. Levine and Mr. Stoffel have each agreed to devote the majority of
their business time to the affairs of the Company.  The Company does not
maintain life insurance on the lives of either of such individuals.

  The successful marketing of the proposed businesses of the Company is
partially dependent upon the availability of qualified personnel.  Prior to
joining the Company, neither Mr. Levine nor any other executive officer of the
Company had any significant experience in operating or managing businesses of
the type conducted and proposed to be conducted by the Company.  There can be no
assurance that the Company will be successful in recruiting qualified personnel,
or in retaining such personnel, or, if retained, retained at a cost deemed
reasonable to the Company.

STADIUM GOLF

  The Company has made a significant investment in Stadium Capital, Inc., a
joint venture formed by the Company with certain affiliates of Golf Stadiums,
Inc., William F. Rasmussen and Glenn J. Rasmussen.  The purpose of such joint
venture is to plan, construct, develop and operate a "Stadium Golf" resort
destination in Naples, Florida.  In order to implement its business plan,
Stadium Capital will need to raise substantial amounts of financing, and there
can be no assurance as to whether or when it will be able to obtain any or all
of the required financing, or whether or when the Company will receive any
return on its investment in Stadium Capital.

DIVIDENDS

  The Company has not paid any cash dividends on its Common Stock and does not
intend to pay any such cash dividends in the foreseeable future.  The Company
intends to retain its earnings for use in operating and developing its business
and does not expect to change this policy.

SHARES ELIGIBLE FOR FUTURE SALE

  Substantially all of the currently outstanding shares of Common Stock are now
freely tradable or may be sold in compliance with Rule 144 or another applicable
exemption under the Securities Act.

  Under Rule 144, a person who has held restricted securities of the Company for
one year may, every three months, sell in ordinary broker's transactions or in
transactions directly with a marketmaker, a number of shares of Common Stock
equal to the greater of 1% of the Company's then-outstanding Common Stock or the
average weekly trading volume during the four calendar weeks prior to such sale.
Rule 144 also permits the sale of restricted shares without any quantity
limitations by a person who is not an affiliate of the Company and has satisfied
a two-year holding period.  Existing holdings of restricted securities of the
Company are such that the volume limitations under Rule 144 are not an
impediment to the sale of any of such shares.  Sales of Common Stock under Rule
144 may, in the future, have a depressive effect on the then-current market
price of the Common Stock.  This could result in shareholders of the Company
receiving a lower price upon any resale of their shares of Common Stock, and
could impair the Company's ability to raise capital on favorable terms, if at
all.

                                       9
RESTRICTIONS ON CHANGE OF CONTROL OF
THE COMPANY; ISSUANCE OF PREFERRED STOCK

  The Company's Certificate of Incorporation and By-Laws contain certain
provisions that could have the effect of delaying or hindering a change of
control or sale of the Company, which could limit the ability of shareholders to
dispose of their Common Stock in certain transactions.

  In addition, the Board of Directors may issue one or more series of preferred
stock without any action by the shareholders of the Company, the existence
and/or terms of which may adversely affect the rights of the holders of the
Common Stock.  In addition, the issuance of preferred stock may be used as an
"anti-takeover" device without further action on the part of the shareholders.
Issuance of preferred stock, which may be accomplished through a public offering
or a private placement to parties favorable to current management, may dilute
the voting power of holders of Common Stock (such as by issuing preferred stock
with super voting rights) and may render more difficult the removal of current
management, even if such removal may be in the shareholders' best interest.

NO PREEMPTIVE RIGHTS; POSSIBLE DILUTIVE EVENTS

  The holders of Common Stock do not have any subscription, redemption or
conversion rights, nor do they have any preemptive or other rights to acquire or
subscribe for additional, unissued or treasury shares.  Accordingly, if the
Company were to elect to sell additional shares of Common Stock following this
offering, or if insiders were to elect to receive payment of their pre-petition
claims in the form of shares of Common Stock, the persons acquiring Common Stock
in this offering would have no right to purchase additional shares, and as a
result, their percentage equity interest in the Company would be reduced.

                                USE OF PROCEEDS

  The Company will not receive any proceeds from the sale or other disposition
of the Shares by the Selling Stockholders hereunder.  However, in order to
obtain the Shares, the Selling Stockholders will be required to exercise options
for the purchase of such Shares, and the Company would receive the exercise
price from any such exercised options.

                                      10
SELLING STOCKHOLDERS

  This Prospectus may be used by certain officers, directors and controlling
stockholders of the Company for the resale to the public of Shares to be issued
to them upon exercise of options and awards heretofore or hereafter granted
under the Plans.  Such persons may be deemed to be in a control relationship
with the Company within the meaning of the Securities Act and the rules and
regulations of the Commission thereunder, and such Shares may be deemed to be
"control securities" within the meaning of General Instruction C to Form S-8.
This Prospectus may also be used for the resale to the public of certain Shares
heretofore issued upon exercise of options granted under the Plans.  Such Shares
may be deemed to be "restricted securities" within the meaning of General
Instruction C to Form S-8.  The securities referred to in this paragraph may
also be resold pursuant to Rule 144 under the Securities Act or in other
transactions exempt from registration.

  The persons who may resell Shares pursuant to this Prospectus are referred to
in this Prospectus collectively as "Selling Stockholders."  The following table
sets forth, as to each Selling Stockholder: the name of the Selling Stockholder;
the nature of any position, office or other material relationship with the
Company or its affiliates within the past three (3) years; the number of shares
of Common Stock of the Company and the percentage of the outstanding shares of
Common Stock owned as of April 27, 1998; the number of such shares which may be
sold hereby for the account of the Selling Stockholder; and the number of such
shares and percentage of the outstanding shares of such class that will be owned
by the Selling Stockholder, assuming the sale of all the Shares offered hereby.
SHARES OF                                                          SHARES OF
                                             COMMON STOCK                                                      COMMON STOCK
                                            OWNED PRIOR TO                                                      OWNED AFTER
                                             THE SALE(1)                                                         THE SALE
                                  -----------------------------                                     ------------------------------
                                                                               NUMBER OF SHARES
NAME AND                                                                      WHICH MAY BE SOLD 
 POSITION/RELATIONSHIP                 NUMBER        PERCENT(2)                     HEREBY               NUMBER         PERCENT(2)
----------------------              ------------  ----------------           -------------------      -------------  -------------
Barry M. Levine.............              85,200            1.3%                     85,000(3)                  200        *
 President, Chief Executive
 Officer and Director
Robert H. Stoffel, Jr.......              56,500        *                            55,000(4)                1,500        *
 Vice President, Chief
 Financial Officer, Chief
 Accounting Officer and
 Director
Barry J. Gordon.............             107,970            1.6%                     75,000(5)               32,970        *
 Director
Marc H. Klee................             131,670            1.9%                     75,000(5)               56,670        *
 Director
Wade Torppey................               2,500        *                             2,500(6)                    0        *
  ..........................
Total.......................             383,840            5.5%                    292,500                  91,340            1.3%
                                                                                   (3)(4)(5)(6)
_____________________________
 
*    Represents less than 1% of outstanding Common Stock.

(1)  Shares of Common Stock issued or issuable to the Selling Stockholders upon
     exercise of options or awards granted under the Plans or other employee
     benefit plans of the Company or currently outstanding warrants, whether or
     not exercisable, are included.

(2)  Percentages based on 6,696,309 shares of Common Stock outstanding as of
     April 27, 1998.

                                      11
(3)  Consists of 15,000 shares of Common Stock issued in July 1997 upon exercise
     of options granted under the 1993 Stock Option Plan, and 70,000 shares of
     Common Stock which are subject to currently exercisable options granted
     under the 1996 Stock Award Plan.

(4)  Consists of 5,000 shares of Common Stock issued in November 1997 upon
     exercise of options granted under the 1993 Stock Option Plan, and 50,000
     shares of Common Stock which are subject to currently exercisable options
     granted under the 1996 Stock Award Plan.

(5)  Consists of 10,000 shares of Common Stock issued in August 1997 upon
     exercise of options granted under the 1993 Stock Option Plan, and 65,000
     shares of Common Stock which are subject to currently exercisable options
     granted under the 1996 Stock Award Plan.

(6)  Consists of 2,500 shares of Common Stock issued in July 1997 upon exercise
     of options granted under the 1993 Stock Option Plan, and 65,000 shares of
     Common Stock which are subject to currently exercisable options granted
     under the 1996 Stock Award Plan.

  The Company does not know whether any of the Selling Stockholders will use
this Prospectus in connection with the offer or sale of any Shares, or, if this
Prospectus is so used, how many Shares will be offered or sold.  The information
set forth in this section may be updated by the Company by use of supplements to
this Prospectus issued subsequent to the date hereof.

                                      12
PLAN OF DISTRIBUTION

  The Shares may be sold from time to time to purchasers directly by any of the
Selling Stockholders, or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) on the NASDAQ SmallCap Market, in sales occurring in the public
market off the Nasdaq SmallCap Market, in separately negotiated transactions, or
in a combination of such transactions.  Each sale may be made either at market
prices prevailing at the time of such sale or at negotiated prices.  Some or all
of the Shares may be sold through brokers acting on behalf of the Selling
Stockholders or to dealers for resale by such dealers, and in connection with
such sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and/or the purchasers of
such Shares for whom they may act as broker or agent (which discounts or
commissions are not anticipated to exceed those customary in the types of
transactions involved).  However, any Shares covered by this Prospectus that
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.

  The Selling Stockholders and any dealer participating in the distribution of
any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

  Any broker or dealer participating in any distribution of Shares in connection
with this offering may be deemed to be an "underwriter" within the meaning of
the Securities Act, and if so deemed will be required to deliver a copy of this
Prospectus, including a Prospectus Supplement, if required, to any person who
purchases any of the Shares from or through such broker or dealer.

  The Company will inform the Selling Stockholders that the anti-manipulation
rules under the Exchange Act may apply to sales in the market and will furnish
the Selling Stockholders upon request with a copy of such rules.  The Company
will also inform the Selling Stockholders of the need for delivery of copies of
this Prospectus.

  Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering or secondary distribution, or a purchase
by a broker or dealer, a supplement to this Prospectus will be filed, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing (a) the
name of each such Selling Stockholder and of the participating broker or dealer,
(b) the number of Shares involved, (c) the price at which such Shares were sold,
(d) the commissions paid or the discounts or concessions allowed to such broker
or dealer, where applicable, (e) that such broker or dealer did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus, and (f) other facts material to the transaction.

  In order to comply with the securities laws of certain states, if applicable,
the Shares will be sold only through registered or licensed brokers or dealers.
In addition, in certain states, the Shares may not be sold unless they have been
registered or qualified for sale in such state or an exemption from such
registration or qualification requirement is available and is complied with.

  There is no assurance that any of the Selling Stockholders will sell any or 
all of the Shares offered hereby.

     All expenses incurred in connection with the registration of the Shares are
being borne by the Company, but all brokerage commissions and other expenses
incurred by individual Selling Stockholders will be borne by each such Selling
Stockholder.

                                 LEGAL MATTERS

  The validity of the Common Stock offered hereby will be passed upon for the
Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, New York, New York
("Greenberg Traurig").

                                      13
EXPERTS

  The financial statements of the Company appearing in its Annual
Report (Form 10-KSB) for the year ended December 31, 1997 have been audited by
Wiss & Company, LLP, Independent Certified Public Accountants, as set forth in
their report thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in auditing and
accounting. Audited financial statements to be included in subsequently filed
documents will be incorporated herein by reference in reliance upon the reports
pertaining to such financial statements of such independent accountants as are
the Company's auditors from time to time (to the extent covered by consents
filed with the Commission) and upon the authority of such accountants as experts
in auditing and accounting.

                                      14
PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Millennium Sports Management, Inc. (the "Company") hereby incorporates
by reference into this Registration Statement the following documents heretofore
filed by the Company with the Securities and Exchange Commission (the
"Commission") (File No. 0-22042) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"):

          (a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997;

          (b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1997, consisting of the
Company's Current Report on Form 8-K dated April 29, 1998; and

          (c) The description of the Company's Common Stock, no par value per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A, dated July 7, 1993, filed under Section 12(g) of the Exchange Act,
including any subsequent amendment or any report or other filing with the
Commission updating such description.

          In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the Common Stock to which this Registration Statement
relates will be passed upon for the Company by Greenberg Traurig Hoffman Lipoff
Rosen & Quentel, New York, New York ("Greenberg Traurig").

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The certificate of incorporation and by-laws of the Company provide that the
Company shall indemnify officers and directors to the fullest extent allowed by
the New Jersey General Corporation Law, as it now exists and as it may be
amended.  In general, New Jersey law grants a corporation the power to indemnify
officers and directors (and former officers and directors in respect of actions
taken while serving as an officer or director) against expenses and liabilities
in connection with any proceeding against such officer or director relating to
acts or omissions in such capacity, if the officer or director acted in good
faith 

                                     II-1
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, the
officer or director had no reasonable cause to believe that the subject conduct
was unlawful. New Jersey law further permits additional rights of
indemnification (to the extent permitted or not prohibited by other applicable
law) if so provided under the corporation's certificate of incorporation or by-
laws, except that no indemnification is permitted if it is determined by final
judgment that the subject acts or omissions were in breach of the officer's or
director's duty of loyalty to the corporation or its shareholders, or were not
in good faith or involved a knowing violation of law, or resulted in receipt by
the officer or director of an improper personal benefit. The Company's
certificate of incorporation contains a provision expressly adopting this most
expansive form of indemnification.

   Pursuant to Section 7 of the September 24, 1993 Underwriting Agreement (in
connection with the Company's initial public offering of Common Stock and Class
A Warrants), A.S. Goldmen & Co., Inc. ("Goldmen"), as underwriter, agreed to
indemnify the Company, its directors, and certain of its officers and
controlling persons, in respect of any losses or claims arising out of any
information provided by such underwriter for use in the offering materials
relating to such initial public offering.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     The restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued in transactions exempt from registration
pursuant to Section 4(2) of the Securities Act.  Each such transaction involved
the issuance of shares of Common Stock pursuant to the exercise of options or
awards granted under the Plans to persons who were officers, employees or
directors of the Company and who had access to material information with respect
to the Company.

ITEM 8.   EXHIBITS.
 
     Exhibit
     Number                        Description
     ------                        -----------

       4.1         Specimen Form of Common Stock Certificate.(1)

       4.2         1993 Stock Option Plan.(2)

       4.3         1996 Stock Award Plan.(2)

       4.4         Amendment to 1996 Stock Award Plan.(3)

       5.1         Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.

      23.1         Consent of Wiss & Company, LLP.

      23.2         Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel
                   (contained in Exhibit 5.1).

      25.1         Power of Attorney (included as part of the signature page to
                   this Registration Statement and incorporated herein by
                   reference).

____________________
(1)  Incorporated by reference, filed as an exhibit to Amendment No. 1 to the
     Company's Registration Statement on Form SB-2, filed on December 16, 1996,
     SEC File No. 333-90.
     
(2)  Incorporated by reference, filed as an exhibit to the Company's report on
     Form 10-KSB filed on March 31, 1998.

(3)  Incorporated by reference, filed as an exhibit to Post-Effective Amendment
     No. 2 to the Company's Registration Statement on Form SB-2, filed on April
     30, 1998, SEC File No. 333-90.

Except for those exhibits incorporated by reference, all exhibits are filed
herewith electronically.

                                     II-2
ITEM 9.    UNDERTAKINGS.

          (a)  The Company hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of this 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 this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission Pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               Registration Statement; and

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

                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    --------  -------                                          
          shall not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the Company pursuant to Section 13 or Section 15(d)
          of the Exchange Act that are incorporated by reference in this
          Registration Statement.

               (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment 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 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.

          (b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of the annual report of the employee benefit plans
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement 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.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  

                                     II-3
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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, the Company 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 public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Augusta, State of New Jersey, on April 30, 1998.

                              MILLENNIUM SPORTS MANAGEMENT, INC.

                              By: /s/ Barry M. Levine
                                  ------------------------------------
                                  Barry M. Levine
                                  President and Chief Executive Officer

                              ____________________

                               POWER OF ATTORNEY
                                        
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Barry M. Levine and Robert H. Stoffel, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, 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, and any other regulatory authority, 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 and 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 substitutes, may lawfully
do or cause to be done by virtue hereof.

                                 ____________________

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                     CAPACITY                        DATE
---------                                     --------                   --------------
/s/ Barry M. Levine             President,                               April 30, 1998
----------------------------
Barry M. Levine                 Chief Executive Officer and Director
                                    (principal executive officer)

 
/s/ Robert H. Stoffel, Jr.      Vice President, Principal Financial      April 30, 1998
----------------------------
Robert H. Stoffel, Jr.          Officer, Principal Accounting Officer 
                                and Director (principal financial and 
                                accounting officer) 

/s/ Barry J. Gordon             Director                                 April 30, 1998
----------------------------
Barry J. Gordon
 
/s/ Marc H. Klee                Director                                 April 30, 1998
----------------------------
Marc H. Klee
II-5
EXHIBIT INDEX

 
     EXHIBIT
     Number                       Description
     ------                       -----------

        4.1        Specimen Form of Common Stock Certificate.(1)
                 
        4.2        1993 Stock Option Plan.(2)
                 
        4.3        1996 Stock Award Plan.(2)
                 
        4.4        Amendment to 1996 Stock Award Plan.(3)
                 
        5.1        Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
                 
       23.1        Consent of Wiss & Company, LLP.
                 
       23.2        Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel
                   (contained in Exhibit 5.1).
                   
       25.1        Power of Attorney (included as part of the signature page to
                   this Registration Statement and incorporated herein by
                   reference).

______________________________
(1)  Incorporated by reference, filed as an exhibit to Amendment No. 1 to the
     Company's Registration Statement on Form SB-2, filed on December 16, 1996,
     SEC File No. 333-90.
     
(2)  Incorporated by reference, filed as an exhibit to the Company's report on
     Form 10-KSB filed on March 31, 1998.
     
(3)  Incorporated by reference, filed as an exhibit to Post-Effective Amendment
     No. 2 to the Company's Registration Statement on Form SB-2, filed on April
     30, 1998, SEC File No. 333-90.
     
Except for those exhibits incorporated by reference, all exhibits are filed
herewith electronically.