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

                       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      |  2,500,000   |  $0.065     |  $162,500    |  $16.10      |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(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 Two Million Five Hundred Thousand
        (2,500,000) 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 latest quarterly report, for the quarter ended March
        31, 2002 as filed on Form 10-QSB on May 20, 2002.

(c)     The Registrant's current reports on Form 8-K filed on September 27, 2001
        and March 22, 2002.

(d)     The description of the Common Stock contained in the Registrant's
        Registration Statement on Form SB-2, dated January 2, 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)



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 5th day of June 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:  June 5, 2002


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


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

EXHIBIT NUMBER     DESCRIPTION
--------------     -----------

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)
[{"type": "S-8", "sequence": "1", "filename": "dtmg020605_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15796}]
{"company-data": {"conformed-name": "DATAMEG CORP", "cik": "0000716749", "assigned-sic": "4813", "irs-number": "133134389", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89842", "film-number": "02671161"}, "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      |  2,500,000   |  $0.065     |  $162,500    |  $16.10      |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(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 Two Million Five Hundred Thousand
        (2,500,000) 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 latest quarterly report, for the quarter ended March
        31, 2002 as filed on Form 10-QSB on May 20, 2002.

(c)     The Registrant's current reports on Form 8-K filed on September 27, 2001
        and March 22, 2002.

(d)     The description of the Common Stock contained in the Registrant's
        Registration Statement on Form SB-2, dated January 2, 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)

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 5th day of June 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:  June 5, 2002

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

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

EXHIBIT NUMBER     DESCRIPTION
--------------     -----------

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)