SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) September 28, 2001
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Wolfpack Corporation
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(Exact name of registrant as specified in its charter)

Delaware 000-26479 56-2086188
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

4021 Stirrup Creek Drive Suite 400, Research Triangle Park Durham, NC 27703
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (919) 419-5600
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100 Europa Drive, Suite 455, Chapel Hill, NC 27514
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(Former name or former address, if changed since last report)

Item 1. Change in Control.
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Alpha Omega Group, Inc., Capital Research, Ltd, Lancer Offshore, Inc.
and Lancer Partners, Limited Partnership (collectively, the "equitel
Shareholders") acquired 11,825,936 shares of common stock of Wolfpack
Corporation ("Wolfpack"), representing approximately 56.18% of Wolfpack's
outstanding common stock. This acquisition of shares caused a change in control
in Wolfpack because, after giving effect to the sale, the equitel Shareholders
control in excess of 50% of the common stock of Wolfpack. The consideration
paid to Wolfpack by the equitel Shareholders in exchange for Wolfpack common
stock consisted of shares of equitel, inc., a Delaware corporation ("equitel"),
representing approximately 93.64% of the outstanding shares of equitel.

The 11,825,936 shares of common stock Wolfpack issued in the aggregate were
allocated as follows: Alpha Omega Group received 3,704,873 shares of Wolfpack
common stock in exchange for 1,999,100 shares of equitel; Capital Research, Ltd.
received 1,101,380 shares of Wolfpack common stock in exchange for 594,290
shares of equitel; Lancer Offshore, Inc. received 6,961,768 shares of Wolfpack
common stock in exchange for 3,756,478 shares of equitel; and Lancer Partners,
LP received 57,915 shares of Wolfpack common stock in exchange for 31,250 shares
of equitel. Each of these four equitel shareholders received 1.85327 shares of
Wolfpack common stock for each share of equitel.

The acquisition occurred pursuant to a stock purchase agreement (the
"Agreement") dated September 28, 2001 by and among the equitel Shareholders,
Wolfpack, and equitel. A copy of the Agreement is filed as an exhibit to this
Form 8-K and is incorporated in its entirety herein. The description of the
terms of the Agreement are qualified in their entirety by reference to the
Agreement which is attached hereto as Exhibit 2.1.

The exchange of equitel Shares for common stock of Wolfpack, as
contemplated in the Agreement, is designed to be a tax free transaction under
Section 368 of the Internal Revenue Code.

On September 28, 2001, William Evans resigned from the board of directors
and Anthony W. Cullen and Kathryn Braithewaite became directors of the board.
The board now consists of Joseph F. Campagna, Peter L. Coker, Anthony W. Cullen,
and Kathryn Braithewaite. The board will consider appointing a fifth member
nominated by Mr. Coker and Ms. Braithewaite, but no candidate has been
identified or proposed. On September 28, 2001, Mr. Cullen also became Chief
Executive Officer of the Company and William Evans retained the position of
president of the Company. Gene Whitmire became Chief Financial Officer and
Treasurer. Rod Santomassimo became Vice President - Wireless Operations and
Secretary. Mr. Coker continued as Chairman of the Board. Additionally, there is
an executive committee of Wolfpack composed of Mr. Coker, Mr. Cullen and Ms.
Braithewaite.

Under the terms of the Agreement, Wolfpack is required to offer options to
employees, directors and consultants of equitel, who have been granted options
under equitel's stock incentive plans and whose options are then outstanding, in
exchange for such equitel options, provided that such offer shall be delayed
until such time as the offer and sale of the Wolfpack options and shares
issuable upon exercise thereof are registered or an exemption from

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registration is available.

Wolfpack may in the future acquire additional shares of equitel.

Wolfpack also assumed $7,202,156 of equitel debt owed to Lancer
Offshore, Inc. and Lancer Partners, Limited Partnership. This debt is in the
form of senior subordinated promissory notes due March 31, 2003. No interest or
principal is due on the notes until March 31, 2003. The notes are convertible at
the election of the holders into shares of Wolfpack common stock at $1.00 per
share. However, the holders of these notes have agreed that if common stock or
other equity securities are sold by Wolfpack on or prior to February 28, 2002,
an amount of notes equal to the dollar amount of equity securities sold shall be
converted into such equity securities; thereafter, the notes may also be
converted into Wolfpack common stock at a 30% discount to the average closing
price per share of Wolfpack common stock for the ten day period prior to
conversion of the notes (or $1.00 per share, if lower).

Item 2. Acquisition or Disposition of Assets.
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On September 28, 2001, under the terms of the Agreement as described
above under Item 1, Wolfpack completed the purchase of approximately 93.64% of
the outstanding common stock of equitel from the equitel Shareholders. The total
purchase price for the Shares was 11,825,936 shares of Wolfpack common stock.
The transaction may be accounted for as an acquisition by equitel of Wolfpack.

equitel, operating through its wholly owned subsidiary, equitel
communications corporation, is a national wireless telephone service provider
specializing in prepaid, off-the-shelf products. equitel has positioned itself
in the $40 billion cellular telecommunications market with its ePRIME(SM)
proprietary technology which leverages existing cellular networks, lowering our
capital expenditures and increasing our speed to market. equitel's technology
enables its national distribution partners to place "phone-in-a-box" product and
air time on the shelves of retail outlets for sale to a prepaid cellular market
that is projected by industry analysts to reach $15 billion by 2004.

Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.

At the present time, it is impractical to provide the required
financial statements for equitel as required by this Item 7 of
Form 8-K. Wolfpack will file required financial statements under
cover of Forms 8-K/A as soon as practicable, but no later than
December 14, 2001 (60 days after this Report is required to be
filed).

(b) Pro forma Financial Information.

At the present time, it is impractical to provide the pro forma
information relative to the acquisition of equitel as required by
this Item 7 of Form 8-K. Wolfpack will file such required
financial statements under cover of Form 8-K/A as soon as
practicable, but not later

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than December 14, 2001 (60 days after this Report is required to be
filed).

2.1 - Stock Purchase Agreement, dated September 28, 2001 by and
among Alpha Omega Group, Inc., Capital Research, Ltd., Lancer
Offshore, Inc. and Lancer Partners, Limited Partnership.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

WOLFPACK CORPORATION

By: /s/ Anthony W. Cullen
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Anthony W. Cullen
Chief Executive Officer

Dated: October 15, 2001

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EXHIBIT INDEX

Exhibit No.
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Description of Exhibit
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2.1 Stock Purchase Agreement, dated September 28, 2001 by and among
Alpha Omega Group, Inc., Capital Research, Ltd., Lancer
Offshore, Inc. and Lancer Partners, Limited Partnership

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