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)

    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(1)   |  2,000,000   |  $0.0325    | $65,000.00   | $5.98        |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+



(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 23, 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 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 payment to certain
officers, directors and consultants.

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, 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 on November
        15, 2001.

(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)

        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 8th day of April 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:  April 8, 2002

                               By: /s/ Andrew Benson
                                       ----------------
                                       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": "dtmg020408_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15073}]
{"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": "333-85868", "film-number": "02605033"}, "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 Identification No.)
 of incorporation or organization)

    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(1)   |  2,000,000   |  $0.0325    | $65,000.00   | $5.98        |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(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 23, 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 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 payment to certain
officers, directors and consultants.

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, 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 on November
        15, 2001.

(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)

        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 8th day of April 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:  April 8, 2002

                               By: /s/ Andrew Benson
                                       ----------------
                                       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.