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

                       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)

     20 Park Plaza, Suite 463, Boston, MA            02116
      (Address of Principal Executive Office)      (Zip Code)

                         Written Compensation Contracts
                               ___________________

                            Andrew Benson, President
                                  DataMEG Corp.
                            20 Park Plaza, Suite 463
                                Boston, MA 02116
                     (Name and address of agent for service)

                                  617-948-2680
          (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      |  20,000,000  |  $0.027     |  $540,000    |   $49.68     |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+



(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 January 21, 2003.


                                     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 Seventeen Million (17,000,000) 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  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 Boston, Massachusetts on the 28th day
of January 2003.


                                                     DATAMEG CORP.


                                        By:     /s/ _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:      January 28, 2003




                                        By:     /s/ _Andrew Benson__________
                                        Title:       President and Director




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

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

  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.
[{"type": "S-8", "sequence": "1", "filename": "dtmg030122_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15314}]
{"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": "333-102782", "film-number": "03528514"}, "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)

     20 Park Plaza, Suite 463, Boston, MA            02116
      (Address of Principal Executive Office)      (Zip Code)

                         Written Compensation Contracts
                               ___________________

                            Andrew Benson, President
                                  DataMEG Corp.
                            20 Park Plaza, Suite 463
                                Boston, MA 02116
                     (Name and address of agent for service)

                                  617-948-2680
          (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      |  20,000,000  |  $0.027     |  $540,000    |   $49.68     |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(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 January 21, 2003.

                                     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 Seventeen Million (17,000,000) 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  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 Boston, Massachusetts on the 28th day
of January 2003.

                                                     DATAMEG CORP.

                                        By:     /s/ _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:      January 28, 2003

                                        By:     /s/ _Andrew Benson__________
                                        Title:       President and Director

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

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

  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.