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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               ___________________

                                  DATAMEG CORP.
             (Exact name of registrant as specified in its charter)

                 New York                               133134389
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

     1000 St. Albans Drive, Suite 210, Raleigh, NC         27609
        (Address of Principal Executive Office)         (Zip Code)

                       DATAMEG CORP. STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               ___________________

                            Andrew Benson, President
                                  DataMEG Corp.
                        1000 St. Albans Drive, Suite 210
                                Raleigh, NC 27609
                     (Name and address of agent for service)

                                  919-341-6000
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                   The Law Office of James G. Dodrill II, P.A.
                             Attention:  Jim Dodrill
                               3360 NW 53rd Circle
                              Boca Raton, FL  33496

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

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share      |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock      |  8,000,000   |  $0.02      | $160,000     | $14.72       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply
to this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock
splits, stock dividends or similar transactions.

(2)  Represents shares issued pursuant to consulting agreements for
continued services by officers, attorneys, directors and consultants to the
Registrant, including services related to sales and marketing of the
Company's products and services seeking joint ventures and potential
acquisitions, promotional services with respect to Registrant's business
establishment of distributorship agreements, all of the foregoing in
furtherance of the Registrant's business.

(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) the fee is calculated upon the basis of the average
of the closing bid and ask prices quoted for shares of common stock of the
registrant as reported on The Nasdaq OTC Bulletin Board quotation service on
April 24, 2002.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

      DataMEG Corp. has heretofore entered into agreements with third party
consultants, attorneys, officers and directors with respect to the issuance
of shares of the Registrant's common stock for services to the Registrant.
In consideration for increasing the scope of the continuing services
rendered and to be rendered to the Registrant until such time as the
Registrant shall generate sufficient cash flow from operations in order to
compensate its officers, directors, consultants and attorneys, the
Registrant has prepared this Form S-8 registration statement to provide for
the issuance of shares, as described below.

      The Registrant has agreed to issue Eight Million (8,000,000) shares
pursuant to an employee benefit plan and for payment to certain officers,
directors, consultants and attorneys.

Item 2. Registrant Information and Employee Plan Annual Information.

      The Registrant shall provide each employee, officer, director and
consultant covered by this registration, without charge, upon their written
or oral request the documents incorporated by reference herein in Item 3 of
Part II of this Registration Statement.  The Registrant shall also provide
the employee, officer, director and consultant, without charge, upon their
written or oral request, with all other documents required to be delivered
to participants, pursuant to Rule 428(b) under the Act.  Any and all such
requests shall be directed to the Registrant at its place of business as
reflected in this Registration Statement.


                                  PART II

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents, which are on file with the Securities
and Exchange Commission, are incorporated in this registration statement by
reference:

   (a)  The Registrant's latest annual report, for the year ended December
        31, 2001 as filed on Form 10-KSB on April 16, 2002.

   (b)  The Registrant's quarterly reports, for the quarters ended March 31,
        2002, June 30, 2002 and September 30, 2002 as filed on Form 10-QSB
        on May 20, 2002, August 16, 2002 and November 19, 2002,
        respectively.

   (c)  The Registrant's current reports on Form 8-K filed on March 22,
        2002.

   (d)  The description of the Common Stock contained in the Registrant's
        Registration Statement on Form SB-2/A, dated October 9, 2002.

      All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be  part hereof from the date of the 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 the purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes 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.


Item 5.     Interests of Named Experts and Counsel.

      None.


Item 6.     Indemnification of Officers and Directors.

      The Registrant's Certificate of Incorporation and Bylaws contain
provisions limiting the personal liability of its directors for monetary
damages resulting from breaches of their duty of care to the extent
permitted by Section 402 of the New York General Business Law.  The
Registrant's Certificate of Incorporation and Bylaws also contain provisions
making indemnification of its directors and officers mandatory to the
fullest extent permitted by the New York General Business Law, including
circumstances in which indemnification is otherwise discretionary.

      The New York General Business Law permits the indemnification by a New
York corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the corporation) if
they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceedings, had no reasonable cause to believe
their conduct was illegal.  A similar standard of care is applicable in the
case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and require court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.

Item 7.     Exemption from Registration Claimed.

      Not Applicable


Item 8.     Exhibits:

      Pursuant to Item 601 of Rule S-K, the following Exhibits
are annexed hereto:

EXHIBIT NUMBER                    ITEM
--------------                    --------

  5.1  Opinion of The Law Office of James G. Dodrill II, P.A.

 23.1  Consent of The Law Office of James G. Dodrill II, P.A. (included in
       Exhibit 5.1)


Item 9.     Undertakings:

  (a)  The undersigned Registrant 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 of 1933;

              (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;

              (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) do
                     not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is
                     contained in periodic reports filed with or furnished
                     to the Securities and Exchange Commission by the
                     Registrant pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934 that are incorporated
                     by reference in this Registration Statement.

       (2)    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 herein, 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 undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each
       filing of the Registrant's annual report pursuant to section 13(a) or
       15(d) of the Securities and Exchange Act of 1934 (and, where
       applicable, each filing of an employee benefit plan's annual report
       pursuant to Section 15(d) of the Securities and Exchange Act of 1934)
       that is incorporated by reference in the 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 of 1933 may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions (see Item 6) 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
       Securities Act of 1933 and is, therefore, unenforceable. In the event
       that a claim for indemnification against such liabilities (other than
       the payment by the Registrant of expenses 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 in the Securities Act of 1933 and will be governed by the
       final adjudication of such issue.



                                 SIGNATURE PAGE
                                 --------------

     The Registrant, pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant 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 the
undersigned, thereunto duly authorized, in the City of Raleigh, North
Carolina on the _22nd_ day of November 2002.


                                            DATAMEG CORP.

                                            By: /s/ Andrew Benson
                                            ---------------------
                                                    Andrew Benson
                                            Title:  President and Director



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


Dated:      November 22, 2002


                                            By: /s/ Andrew Benson
                                            ---------------------
                                                    Andrew Benson
                                            Title:  President and Director
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{"company-data": {"conformed-name": "DATAMEG CORP", "cik": "0000716749", "assigned-sic": "4899", "irs-number": "133134389", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101418", "film-number": "02838310"}, "business-address": {"street1": "1000 ST ALBANS DRIVE", "street2": "SUITE 210", "city": "RALEIGH", "state": "NC", "zip": "27609", "phone": "9193416000"}, "former-company": {"former-conformed-name": "VIOLA GROUP INC", "date-changed": "19950329"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                               ___________________

                                  DATAMEG CORP.
             (Exact name of registrant as specified in its charter)

                 New York                               133134389
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
     of incorporation or organization)

     1000 St. Albans Drive, Suite 210, Raleigh, NC         27609
        (Address of Principal Executive Office)         (Zip Code)

                       DATAMEG CORP. STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               ___________________

                            Andrew Benson, President
                                  DataMEG Corp.
                        1000 St. Albans Drive, Suite 210
                                Raleigh, NC 27609
                     (Name and address of agent for service)

                                  919-341-6000
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                   The Law Office of James G. Dodrill II, P.A.
                             Attention:  Jim Dodrill
                               3360 NW 53rd Circle
                              Boca Raton, FL  33496

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

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        | Amount       |  offering   |  aggregate   | Amount of    |
| of securities     | to be        |  price per  |  offering    | registration |
| to be registered  | registered(2)|  share      |  price       | fee(3)       |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock      |  8,000,000   |  $0.02      | $160,000     | $14.72       |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply
to this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock
splits, stock dividends or similar transactions.

(2)  Represents shares issued pursuant to consulting agreements for
continued services by officers, attorneys, directors and consultants to the
Registrant, including services related to sales and marketing of the
Company's products and services seeking joint ventures and potential
acquisitions, promotional services with respect to Registrant's business
establishment of distributorship agreements, all of the foregoing in
furtherance of the Registrant's business.

(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) the fee is calculated upon the basis of the average
of the closing bid and ask prices quoted for shares of common stock of the
registrant as reported on The Nasdaq OTC Bulletin Board quotation service on
April 24, 2002.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

      DataMEG Corp. has heretofore entered into agreements with third party
consultants, attorneys, officers and directors with respect to the issuance
of shares of the Registrant's common stock for services to the Registrant.
In consideration for increasing the scope of the continuing services
rendered and to be rendered to the Registrant until such time as the
Registrant shall generate sufficient cash flow from operations in order to
compensate its officers, directors, consultants and attorneys, the
Registrant has prepared this Form S-8 registration statement to provide for
the issuance of shares, as described below.

      The Registrant has agreed to issue Eight Million (8,000,000) shares
pursuant to an employee benefit plan and for payment to certain officers,
directors, consultants and attorneys.

Item 2. Registrant Information and Employee Plan Annual Information.

      The Registrant shall provide each employee, officer, director and
consultant covered by this registration, without charge, upon their written
or oral request the documents incorporated by reference herein in Item 3 of
Part II of this Registration Statement.  The Registrant shall also provide
the employee, officer, director and consultant, without charge, upon their
written or oral request, with all other documents required to be delivered
to participants, pursuant to Rule 428(b) under the Act.  Any and all such
requests shall be directed to the Registrant at its place of business as
reflected in this Registration Statement.

                                  PART II

               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents, which are on file with the Securities
and Exchange Commission, are incorporated in this registration statement by
reference:

   (a)  The Registrant's latest annual report, for the year ended December
        31, 2001 as filed on Form 10-KSB on April 16, 2002.

   (b)  The Registrant's quarterly reports, for the quarters ended March 31,
        2002, June 30, 2002 and September 30, 2002 as filed on Form 10-QSB
        on May 20, 2002, August 16, 2002 and November 19, 2002,
        respectively.

   (c)  The Registrant's current reports on Form 8-K filed on March 22,
        2002.

   (d)  The description of the Common Stock contained in the Registrant's
        Registration Statement on Form SB-2/A, dated October 9, 2002.

      All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be  part hereof from the date of the 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 the purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes 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.

Item 5.     Interests of Named Experts and Counsel.

      None.

Item 6.     Indemnification of Officers and Directors.

      The Registrant's Certificate of Incorporation and Bylaws contain
provisions limiting the personal liability of its directors for monetary
damages resulting from breaches of their duty of care to the extent
permitted by Section 402 of the New York General Business Law.  The
Registrant's Certificate of Incorporation and Bylaws also contain provisions
making indemnification of its directors and officers mandatory to the
fullest extent permitted by the New York General Business Law, including
circumstances in which indemnification is otherwise discretionary.

      The New York General Business Law permits the indemnification by a New
York corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the corporation) if
they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceedings, had no reasonable cause to believe
their conduct was illegal.  A similar standard of care is applicable in the
case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and require court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.

Item 7.     Exemption from Registration Claimed.

      Not Applicable

Item 8.     Exhibits:

      Pursuant to Item 601 of Rule S-K, the following Exhibits
are annexed hereto:

EXHIBIT NUMBER                    ITEM
--------------                    --------

  5.1  Opinion of The Law Office of James G. Dodrill II, P.A.

 23.1  Consent of The Law Office of James G. Dodrill II, P.A. (included in
       Exhibit 5.1)

Item 9.     Undertakings:

  (a)  The undersigned Registrant 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 of 1933;

              (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;

              (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) do
                     not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is
                     contained in periodic reports filed with or furnished
                     to the Securities and Exchange Commission by the
                     Registrant pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934 that are incorporated
                     by reference in this Registration Statement.

       (2)    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 herein, 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 undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each
       filing of the Registrant's annual report pursuant to section 13(a) or
       15(d) of the Securities and Exchange Act of 1934 (and, where
       applicable, each filing of an employee benefit plan's annual report
       pursuant to Section 15(d) of the Securities and Exchange Act of 1934)
       that is incorporated by reference in the 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 of 1933 may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions (see Item 6) 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
       Securities Act of 1933 and is, therefore, unenforceable. In the event
       that a claim for indemnification against such liabilities (other than
       the payment by the Registrant of expenses 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 in the Securities Act of 1933 and will be governed by the
       final adjudication of such issue.

                                 SIGNATURE PAGE
                                 --------------

     The Registrant, pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant 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 the
undersigned, thereunto duly authorized, in the City of Raleigh, North
Carolina on the _22nd_ day of November 2002.

                                            DATAMEG CORP.

                                            By: /s/ Andrew Benson
                                            ---------------------
                                                    Andrew Benson
                                            Title:  President and Director

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

Dated:      November 22, 2002

                                            By: /s/ Andrew Benson
                                            ---------------------
                                                    Andrew Benson
                                            Title:  President and Director