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
         of incorporation or organization)         Identification No.)

       10800 Sikes Place, Suite 300, Charlotte, NC         28277
        (Address of Principal Executive Office)         (Zip Code)

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

                          Andrew Benson, President
                                DataMEG Corp.
                        10800 Sikes Place, Suite 300
                             Charlotte, NC 28277
                    (Name and address of agent for service)

                                 704-849-7690
        (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      |  2,000,000    |  $0.18      | $360,000    | $90.00       |
                  |               |             |             |              |
------------------|---------------|-------------|-------------|--------------|

(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
November 26, 2001.


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 and consultants, 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 Two Million (2,000,000) shares
pursuant to an employee benefit plan and for continued representation by the
Company's corporate attorneys.

Item 2. Registrant Information and Employee Plan Annual Information.

        The Registrant shall provide each employee and attorney 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 and
attorneys, 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,
2000 as filed on Form 10-K on April 17, 2001.

(b) The Registrant's quarterly reports, for the quarters ended March 31, 2001
and June 30, 2001 as filed respectively on Form 10-Q on May 15, 2001 and
August 14, 2001 and for the quarter ended September 30, 2001 as filed on Form
10-QSB and/or 10-QSB/A on November 15, 2001.

(c) The Registrant's current report on Form 8-K filed on September 27, 2001.

(d) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 10, dated October 3, 1995, filed pursuant to
Section 12(g) of the Securities and Exchange Act of 1934 as amended by
Registrant's Current Report on Form 8-K filed August 18, 2000.

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

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

        Exhibit 23.2  Independent Auditors Consent.


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 Charlotte, North
Carolina on the 27th day of November 2001.

                                                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 27, 2001

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



                                EXHIBIT INDEX
                                -------------

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)

    23.2         Independent Auditors Consent.
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{"company-data": {"conformed-name": "DATAMEG CORP", "cik": "0000716749", "assigned-sic": "9995", "irs-number": "133134389", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74392", "film-number": "1804856"}, "business-address": {"street1": "1653 HAIGHT AVENUE", "city": "BRONX", "state": "NY", "zip": "10461-1503", "phone": "2126825844"}, "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
         of incorporation or organization)         Identification No.)

       10800 Sikes Place, Suite 300, Charlotte, NC         28277
        (Address of Principal Executive Office)         (Zip Code)

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

                          Andrew Benson, President
                                DataMEG Corp.
                        10800 Sikes Place, Suite 300
                             Charlotte, NC 28277
                    (Name and address of agent for service)

                                 704-849-7690
        (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      |  2,000,000    |  $0.18      | $360,000    | $90.00       |
                  |               |             |             |              |
------------------|---------------|-------------|-------------|--------------|

(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
November 26, 2001.

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 and consultants, 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 Two Million (2,000,000) shares
pursuant to an employee benefit plan and for continued representation by the
Company's corporate attorneys.

Item 2. Registrant Information and Employee Plan Annual Information.

        The Registrant shall provide each employee and attorney 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 and
attorneys, 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,
2000 as filed on Form 10-K on April 17, 2001.

(b) The Registrant's quarterly reports, for the quarters ended March 31, 2001
and June 30, 2001 as filed respectively on Form 10-Q on May 15, 2001 and
August 14, 2001 and for the quarter ended September 30, 2001 as filed on Form
10-QSB and/or 10-QSB/A on November 15, 2001.

(c) The Registrant's current report on Form 8-K filed on September 27, 2001.

(d) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 10, dated October 3, 1995, filed pursuant to
Section 12(g) of the Securities and Exchange Act of 1934 as amended by
Registrant's Current Report on Form 8-K filed August 18, 2000.

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

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

        Exhibit 23.2  Independent Auditors Consent.

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 Charlotte, North
Carolina on the 27th day of November 2001.

                                                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 27, 2001

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

                                EXHIBIT INDEX
                                -------------

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)

    23.2         Independent Auditors Consent.