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
                                Maximum     Maximum
Title of        Amount          Offering    Aggregate   Amount of
Securities to   to be           Price per   Offering    Registration
Be Registered   Registered(2)   Share       Price       Fee(3)
--------------------------------------------------------------------
Common Stock    2,000,000       $0.09       $180,000    $16.55

(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 25, 2002.

<PAGE>                                1


                                    PART I
                                    ______

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
            ____________________________________________________

Item 1.	Plan Information.
_________________________

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

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


Item 2. Registrant Information and Employee Plan Annual Information.
____________________________________________________________________

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

                                      2
<PAGE>                                2


                                    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 20, 2001 as filed respectively on
        Form 10-Q on May 15, 2001 and August 14, 2001.

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

(d)	The description of the Common Stock contained in the Registrant's
        Registration Statement on Form 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.

                                      3
<PAGE>                                3


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.

        Exhibit 23.3  Accountants' Acknowledgement.

                                      4
<PAGE>                                4


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

                                      5
<PAGE>                                5


        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.

                                      6
<PAGE>                                6


                               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 28th day of January
2002.


                                           DATAMEG CORP.
                                           _____________




                                             /s/ Andrew Benson
                                           __________________________
                                           By:     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, 2002




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

                                      7
<PAGE>                                7


                               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.

                                      8
<PAGE>                                8
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{"company-data": {"conformed-name": "DATAMEG CORP", "cik": "0000716749", "assigned-sic": "9995", "irs-number": "133134389", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81672", "film-number": "02521998"}, "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
                                Maximum     Maximum
Title of        Amount          Offering    Aggregate   Amount of
Securities to   to be           Price per   Offering    Registration
Be Registered   Registered(2)   Share       Price       Fee(3)
--------------------------------------------------------------------
Common Stock    2,000,000       $0.09       $180,000    $16.55

(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 25, 2002.
1

                                    PART I
                                    ______

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
            ____________________________________________________

Item 1.	Plan Information.
_________________________

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

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

Item 2. Registrant Information and Employee Plan Annual Information.
____________________________________________________________________

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

                                      2
2

                                    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 20, 2001 as filed respectively on
        Form 10-Q on May 15, 2001 and August 14, 2001.

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

(d)	The description of the Common Stock contained in the Registrant's
        Registration Statement on Form 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.

                                      3
3

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.

        Exhibit 23.3  Accountants' Acknowledgement.

                                      4
4

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

                                      5
5

        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.

                                      6
6

                               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 28th day of January
2002.

                                           DATAMEG CORP.
                                           _____________

                                             /s/ Andrew Benson
                                           __________________________
                                           By:     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, 2002

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

                                      7
7

                               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.

                                      8
8