Registration No. 333-55254-37


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                      NorAm Gaming and Entertainment, Inc.

               (Exact name of Issuer as specified in its charter)

           Nevada                                              84-0485316
(State or other jurisdiction of                               (IRS Employer
Incorporation or Organization)                            Identification Number)

                               Three Canton Square
                               Toledo, Ohio 43624
                                   415-2551515

          (Address and Telephone number of principal executive office)

             Agreement between NorAm Gaming and Entertainment, Inc.,
                               and James P. Gagel
                              (full title of Plan)

                             George Zilba, President
                      NorAm Gaming and Entertainment, Inc.
                     Three Canton Square Toledo, Ohio 43625
                                  419-255-1515

       (Name address and telephone number of Agent for Service of Process)

If any of the securities being registered on this Form are to be offered on
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

                       Calculation of the Registration Fee

Title of              Amount of         Proposed       Proposed       Amount of
Securities           Securities          Maximum        Maximum     Registration
To be offered      To be Registered   Offering Price   Aggregate        Fee

Common Shares        
 .001 Par Value       
Total Shares         1,500,000           $.50(1)     $525,000.00(1)    $250.00

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


<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Note: The documents containing the information concerning the Agreement between
the Company, NorAm and Entertainment, Inc., Consulting and Services Agreement
with James P. Gagel dated October, 1998, (the "Plan") required by item 1 of Form
S-8 under the Securities Exchange Act, as amended (the "Exchange Act"), and the
statement of availability of the information, employee benefit plan, annual
reports and other information required by Item 2 of Form S-8 will be sent or
given to participants specified in Rule 428. In accordance with Rule 428 and the
requirements of Form S-8 such documents are not being filed with the Securities
and Exchange Commission (The "Commission") either as a part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. NorAm Gaming and Entertainment,
Inc., a Nevada corporation, (the "Registrant" or "Company"), will maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company shall furnish to the Commission or its staff a copy or
copies of all the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference in this
Prospectus:

     a.   The registrant's latest annual report on Form 10-K for the fiscal year
          ended December 31, 1997.

     b.   The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
          ended March 30, 1998.

     c.   The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
          ended June 30, 1998.

     d.   The description of the common stock .001 par value, (the "Common
          Stock") of the Company as contained in Exhibits to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1997, file no. 33-55254-37.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and 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

<PAGE>


registers all securities then remaining unsold shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing such documents.

     Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a documents 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 document
that is subsequently incorporated by reference herein modifies such statement.
Any 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. See Item 3 (f) above.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Company's By-Laws authorize the Board of Directors, on behalf of the
Company and without shareholder action, to exercise all of the Company's powers
of indemnification. There are currently specific provisions in the By-Laws
respecting Officer, Director and agent indemnification. Incorporated by
reference are the Company's By-Laws as adopted by the Company and currently part
of the Exhibits filed under Issuer's Registration statement. Indemnification of
such officers, directors and agents is provided in Article VII of the By-Laws on
page 5 therefore and incorporates sections 6.1 through 6.10.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the forgoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expense incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it

<PAGE>


is against public policy as expressed by the Act and will be governed by the
final adjudication of such issue.

Item 7. Exemption form Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     (Asterisk (*) indicates exhibits incorporated by reference herein.)

Exhibit
No.                                 Description


3.1* Articles of Incorporation of the Company of the Company's 10-K Annual
     Report for the fiscal year ended December 31, 1997 filed with the
     Commission, file no 33-55254-37.

3.1* By-Laws of the Company as incorporated by reference in Form 10-K Annual
     Report for the fiscal year ended December 31, 1997 filed with the
     Commission, file no. 33-55254-37.

5    Opinion of Counsel as to the qualification of this Registration.

10   Copy of the Agreement with James P. Gagel.

24.1 Consent of Attorney to include opinion and consent.

24.2 Consent of Company Accountant to include their consent.

Item 9. Undertakings.

     1.   The Registrant hereby undertakes:

          (a)  to file, during any period in which offers of 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 of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereto) which,
                     individually or in the aggregate, represent a

<PAGE>


                     fundamental change in the formation set forth in the
                     registration statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement.

          (b)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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 bonafide offering
               thereof.

          (c)  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.

     2.   The registrant hereby undertakes that, for purpose of determining any
          liability under the Securities Act of 1933, each filing of the
          Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the registration statement
          shall be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be in the initial bonafide offering thereof.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Toledo, State of Ohio this 15th day of October 1998.

                                            NORAM GAMING AND ENTERTAINMENT, INC.

                                            by: /S/ George Zilba

                                            George Zilba, President

                                            by: /S/ John O. Zilba

                                            John O. Zilba, Secretary

<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                      A MAJORITY OF THE BOARD OF DIRECTORS

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

  Dated:   October 15, 1998                   By:  /S/ George Zilba, Director

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

  Dated:   October 15, 1998                   By:  /S/ John O. Zilba, Director

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

  Dated:   October 15, 1998                   By:  /S/ Frank Bryan, Director
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12079}]
{"company-data": {"conformed-name": "NORAM GAMING & ENTERTAINMENT INC", "cik": "0000894555", "assigned-sic": "7990", "irs-number": "870485316", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67111", "film-number": "98744269"}, "business-address": {"street1": "THREE CANTON SQ", "street2": "STE 460", "city": "TOLEDO", "state": "OH", "zip": "43624", "phone": "8014857775"}, "mail-address": {"street1": "THREE CANTON SQUARE", "street2": "THREE CANTON SQUARE", "city": "TOLEDO", "state": "OH", "zip": "43624"}, "former-company": {"former-conformed-name": "CORE INTEGRATION INC", "date-changed": "19940531"}}
Registration No. 333-55254-37

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933

                      NorAm Gaming and Entertainment, Inc.

               (Exact name of Issuer as specified in its charter)

           Nevada                                              84-0485316
(State or other jurisdiction of                               (IRS Employer
Incorporation or Organization)                            Identification Number)

                               Three Canton Square
                               Toledo, Ohio 43624
                                   415-2551515

          (Address and Telephone number of principal executive office)

             Agreement between NorAm Gaming and Entertainment, Inc.,
                               and James P. Gagel
                              (full title of Plan)

                             George Zilba, President
                      NorAm Gaming and Entertainment, Inc.
                     Three Canton Square Toledo, Ohio 43625
                                  419-255-1515

       (Name address and telephone number of Agent for Service of Process)

If any of the securities being registered on this Form are to be offered on
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

                       Calculation of the Registration Fee

Title of              Amount of         Proposed       Proposed       Amount of
Securities           Securities          Maximum        Maximum     Registration
To be offered      To be Registered   Offering Price   Aggregate        Fee

Common Shares        
 .001 Par Value       
Total Shares         1,500,000           $.50(1)     $525,000.00(1)    $250.00

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

                     INFORMATION REQUIRED IN THE PROSPECTUS

Note: The documents containing the information concerning the Agreement between
the Company, NorAm and Entertainment, Inc., Consulting and Services Agreement
with James P. Gagel dated October, 1998, (the "Plan") required by item 1 of Form
S-8 under the Securities Exchange Act, as amended (the "Exchange Act"), and the
statement of availability of the information, employee benefit plan, annual
reports and other information required by Item 2 of Form S-8 will be sent or
given to participants specified in Rule 428. In accordance with Rule 428 and the
requirements of Form S-8 such documents are not being filed with the Securities
and Exchange Commission (The "Commission") either as a part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. NorAm Gaming and Entertainment,
Inc., a Nevada corporation, (the "Registrant" or "Company"), will maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company shall furnish to the Commission or its staff a copy or
copies of all the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference in this
Prospectus:

     a.   The registrant's latest annual report on Form 10-K for the fiscal year
          ended December 31, 1997.

     b.   The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
          ended March 30, 1998.

     c.   The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
          ended June 30, 1998.

     d.   The description of the common stock .001 par value, (the "Common
          Stock") of the Company as contained in Exhibits to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1997, file no. 33-55254-37.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and 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
registers all securities then remaining unsold shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing such documents.

     Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a documents 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 document
that is subsequently incorporated by reference herein modifies such statement.
Any 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. See Item 3 (f) above.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Company's By-Laws authorize the Board of Directors, on behalf of the
Company and without shareholder action, to exercise all of the Company's powers
of indemnification. There are currently specific provisions in the By-Laws
respecting Officer, Director and agent indemnification. Incorporated by
reference are the Company's By-Laws as adopted by the Company and currently part
of the Exhibits filed under Issuer's Registration statement. Indemnification of
such officers, directors and agents is provided in Article VII of the By-Laws on
page 5 therefore and incorporates sections 6.1 through 6.10.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the forgoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expense incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed by the Act and will be governed by the
final adjudication of such issue.

Item 7. Exemption form Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     (Asterisk (*) indicates exhibits incorporated by reference herein.)

Exhibit
No.                                 Description

3.1* Articles of Incorporation of the Company of the Company's 10-K Annual
     Report for the fiscal year ended December 31, 1997 filed with the
     Commission, file no 33-55254-37.

3.1* By-Laws of the Company as incorporated by reference in Form 10-K Annual
     Report for the fiscal year ended December 31, 1997 filed with the
     Commission, file no. 33-55254-37.

5    Opinion of Counsel as to the qualification of this Registration.

10   Copy of the Agreement with James P. Gagel.

24.1 Consent of Attorney to include opinion and consent.

24.2 Consent of Company Accountant to include their consent.

Item 9. Undertakings.

     1.   The Registrant hereby undertakes:

          (a)  to file, during any period in which offers of 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 of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereto) which,
                     individually or in the aggregate, represent a
fundamental change in the formation set forth in the
                     registration statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement.

          (b)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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 bonafide offering
               thereof.

          (c)  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.

     2.   The registrant hereby undertakes that, for purpose of determining any
          liability under the Securities Act of 1933, each filing of the
          Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the registration statement
          shall be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be in the initial bonafide offering thereof.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Toledo, State of Ohio this 15th day of October 1998.

                                            NORAM GAMING AND ENTERTAINMENT, INC.

                                            by: /S/ George Zilba

                                            George Zilba, President

                                            by: /S/ John O. Zilba

                                            John O. Zilba, Secretary
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                      A MAJORITY OF THE BOARD OF DIRECTORS

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

  Dated:   October 15, 1998                   By:  /S/ George Zilba, Director

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

  Dated:   October 15, 1998                   By:  /S/ John O. Zilba, Director

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

  Dated:   October 15, 1998                   By:  /S/ Frank Bryan, Director