<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A

(MARK ONE)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       or

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     FOR THE TRANSITION PERIOD FROM __________________ TO _____________________

                         (COMMISSION FILE NO.) 000-26479


                                  equitel, inc.
                  ---------------------------------------------
                  NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                DELAWARE                                    56-2086188
       ---------------------------                          ----------
      (State or other jurisdiction                       (I.R.S. Employer
    of incorporation or organization)                   Identification No.)

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


                                 (919) 419-5600
                ------------------------------------------------
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                    SECURITIES REGISTERED UNDER SECTION 12(b)
                     OF THE SECURITIES EXCHANGE ACT OF 1934:

                                      NONE

                    SECURITIES REGISTERED UNDER SECTION 12(g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934:

                         COMMON STOCK, $0.001 PAR VALUE

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [_]

<PAGE>

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[X]

State issuer's revenues for its most recent fiscal year: $ 2,594,000.

The aggregate market value of the registrant's Common Stock held by
non-affiliates as of May 20, 2002 was approximately $9,198,473, computed by
reference to the closing sale price of the Common Stock of $ 1.10 per share on
such date. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

As of May 20, 2002, there were 37,155,970 shares of the registrant's Common
Stock outstanding.

Transitional Small Business Disclosure Format:  Yes [_]  No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
        CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
        THE EXCHANGE ACT

The following table shows certain information about each of our officers and
directors.

Name                     Age       Position
----                     ---       --------

Peter L. Coker, Sr.      59        Director and Board Chairman

Mary Walker              42        Director, Chief Executive Officer and
                                   President

Rod N. Santomassimo      38        Chief Operating Officer and Secretary

Mark W. Hahn             39        Chief Financial Officer

Charles Herskowitz       32        Chief Technology Officer

     Directors of the Company serve for a one year term or until their
successors are elected. Officers are appointed by, and serve at the pleasure of
the Board of Directors. The Directors and Executive Officers are as follows:

     .    Mary E. Walker is President, Chief Executive Officer and Director of
          the Company. Ms. Walker became our and President in January 2002 and
          our Chief Executive Officer in May 2002. She is a seasoned executive
          with 20 years of leadership experience focused in technology companies
          ranging from start-up to large corporate environments. Her diverse
          functional management positions, including software and hardware
          development, finance, marketing, manufacturing and service delivery,
          have provided a solid platform for successful corporate executive
          positions. As President of equitel, Ms. Walker is responsible for
          establishing the strategic direction and execution plan that will lead
          equitel to the next plateau in its corporate evolution. From March
          2001 to December 2001 she acted as an independent business consultant
          from several venture capital firms including Adam Street Partners and
          Research Triangle Ventures. From 1997 to February 2001, Ms. Walker
          served as president and chief executive officer of Home Director,
          Inc., a business she founded inside IBM and later spun out as an
          independent company. Prior to that, from 1982 to 1999 she held
          numerous senior management positions throughout IBM and has regularly
          provided business and technical consulting for numerous venture
          capital firms. Ms. Walker holds a bachelor's in engineering from Duke
          University and a Masters in engineering and an MBA from Stanford
          University.

<PAGE>

     .    Charles Herskowitz is Chief Technology Officer. Charles Herskowitz has
          more than 10 years of experience in networking and telecommunications
          engineering and design. He joined equitel in August 1998 as Vice
          President of Engineering and was primarily responsible for the design,
          development and implementation of ePRIMETM. As Chief Technical
          Officer, Mr. Herskowitz pursues technology development opportunities
          and oversees the integration of new platforms into the Company's
          technology set. From 1996 to 1998, he was the System Engineer for
          ReadyCom Inc., based in Chapel Hill, N.C., where he was responsible
          for design, integration and deployment of one of the nation's first
          systems for voice paging over the cellular network. During 1998 Mr.
          Herskowitz also has served as Senior Software Engineer for IBM and
          Seagate Software on several large-scale network management
          applications with global development teams and distribution efforts.
          He was Chief Architect for Onion Peel Software where he led the
          development team for the company's entire software product line. He
          holds a BA degree in computer science and English from New York
          University.

     .    Rod Santomassimo is Chief Operating Officer. Rod Santomassimo has
          extensive experience in management, contract negotiations and
          financial analysis. Since joining equitel in September 1999, he has
          been instrumental in the operational implementation of the Company's
          new alliances, including CellStar and Western Union, as well as its
          e-commerce site, www.wearecellular.com. From 1996 to 1999, Mr.
          Santomassimo was previously Chief Operating Officer of The Lundy
          Group, a regional, commercial real estate development firm in Raleigh,
          N.C., where he was responsible for operational management and business
          development. In a four-year stint as President of JVR Realty Advisors,
          Inc., a Florida-based consulting firm, Mr. Santomassimo doubled annual
          revenues and tripled the firm's client base each year. Earlier in his
          career, Mr. Santomassimo was an associate with Andersen Consulting's
          New York Metropolitan division. During his tenure, he oversaw the
          design and implementation of a back office clearing operation for a
          European-based securities firm. He holds a BS degree in commerce from
          Washington & Lee University and an MBA from Duke University.

     .    Mark W. Hahn is the Chief Financial Officer of the Company. Mr. Hahn
          joined equitel, inc. as CFO on May 22, 2002. From February 2001-April
          2002 Mr. Hahn was the CFO, Secretary and Treasurer of Performaworks,
          Inc., an enterprise software development company. From October
          1996-February 2001, he was CFO, Secretary and Treasurer of Charles &
          Colvard, Ltd. (NASDAQ: CTHR), manufacturer and marketer of moissanite
          gemstones. From January 1984-October 1996 Ernst & Young, LLP, in
          various capacities including most recently as Senior Manager in the
          Entrepreneurial Services practice. He is a licenced CPA in Maryland, a
          member of American Institute and Maryland Association of CPA's.

<PAGE>

          He Graduated with honors from the University of Wisconsin-Milwaukee,
          with a BBA in Accounting and Finance, in December 1983.

     .    Peter Coker is Chairman of the Board of Directors of the Company.
          Currently, Mr. Coker is managing partner of Tryon Capital LLP. From
          1968 to 1977, Mr. Coker was Assistant Vice President/Investment
          Officer of Bethlehem Steel Corporation with investment
          responsibilities for their self-managed one billion dollar pension
          fund. From 1977 to 1978, Mr. Coker was a Senior Investment Officer at
          McGlinn Investment Services, Reading, Pennsylvania. Mr. Coker founded
          American Asset Management Company, Inc. (New York) in 1978. As
          President, he built the investment advisory firm to approximately $500
          million under management which included equity and debt management as
          well as hedging currency risks for foreign clients. Mr. Coker has been
          a Partner and Senior Managing Director of Capital Investment Partners,
          LLC, an investment banking firm in Raleigh, NC since 1996. He is
          currently Managing Director of Tryon Capital, LLC. He currently sits
          on the boards of directors of RemoteLight, Inc., e-trials, Inc.
          CompuPrint, Inc. and The North Carolina State University Investment
          Fund. He is also a member of the New York Society of Security
          Analysts.

Compliance with Section 16(a) of the Exchange Act.

     To the best of our knowledge, no officers, directors, beneficial owners of
more than ten percent (10%) of any class of our equity securities registered
pursuant to Section 12 of the Exchange Act or any other person subject to
Section 16 of the Exchange Act with respect to us, failed to file on a timely
basis reports required by Section 16(a) of the Exchange Act during the most
recent fiscal year, which ended December 31, 2001.

ITEM 10. EXECUTIVE COMPENSATION

     The following table shows compensation earned during the fiscal year ended
December 31, 2001, 2000, and 1999 by the Chief Executive Officer and the
executive officers who earned $100,000 or more in 2001.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                                      Long Term Compensation
                                                                                                      ----------------------
                                           Annual Compensation                       Awards                          Payouts
                                           -------------------                       ------                          -------

      Name                                              Other Annual       Restricted        Securities        LTIP     All Other
Principal Position        Year  Salary ($)  Bonus ($)  Compensation($)  Stock Awards ($)  Options/SARs (#)  Payouts($)  Comp.($)
------------------        ----  ----------  ---------  ---------------  ----------------  ----------------  ----------  --------
<S>                       <C>   <C>         <C>        <C>              <C>               <C>               <C>         <C>
Anthony W. Cullen         2001    $176,727     N/A           N/A               N/A             N/A             N/A         N/A
 CEO (1)                  2000    $242,088     N/A           N/A               $45             926,079         N/A         N/A
                          1999    $227,500     N/A           N/A               N/A             N/A             N/A         N/A


Peter L. Coker, Sr.       2001         -0-     N/A           N/A               N/A             N/A             N/A         N/A
 Chairman of the Board    2000    $  7,000     N/A           N/A               N/A             N/A             N/A         N/A
                          1999         -0-     N/A           N/A               N/A             N/A             N/A         N/A
</TABLE>

<PAGE>

<TABLE>
<S>                       <C>     <C>          <C>           <C>               <C>             <C>             <C>         <C>
Earl E. Whitmire          2001    $118,933     N/A           N/A               $15             159,071         N/A         N/A
 CFO, Treasurer (2)       2000    $2,083       N/A           N/A               N/A             N/A             N/A         N/A
                          1999    N/A          N/A           N/A               N/A             N/A             N/A         N/A


Rod Santomassimo          2001    $121,304     $35,000       N/A               N/A             353,860         N/A         N/A
 COO, Secretary           2000    $125,038     N/A           N/A               $15             73,945          N/A         N/A
                          1999    $27,500      N/A           N/A               N/A             N/A             N/A         N/A


Charles Herskowitz        2001    $121,301     $35,000       N/A               N/A             353,860         N/A         N/A
 CTO                      2000    $129,288     N/A           N/A               $15             92,293          N/A         N/A
                          1999    $103,041     N/A           N/A               N/A             N/A             N/A         N/A
</TABLE>

---------------
     (1)  Mr. Cullen resigned from the Board of Directors effective May 2, 2002.
     (2)  Mr. Whitmire's employment with the Company terminated on May 20, 2002.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

Security Ownership of Certain Beneficial Owners

The Following information relates to those persons known to the Corporation to
be the beneficial owner of more than five percent (5%) of the Common Stock, par
value $.001 per share, the only class of voting securities of the Corporation
outstanding as of May 20, 2002.

<TABLE>
<CAPTION>
                    Name and Address of            Amount of          Percentage of
Title of Class      Beneficial Owner          Beneficial Ownership      Class (1)
------------------------------------------------------------------------------------
<S>                 <C>                       <C>                     <C>
Common Stock        Alpha Omega Group, Inc.         31,726,087 (2)         75%


Common Stock        Capital Research, Ltd           31,726,087 (2)         75%


Common Stock        Lancer Offshore, Inc.           31,726,087 (2)         75%


Common Stock        Lancer Partners, Limited        31,726,087 (2)         75%
                    Partnership
</TABLE>

---------------
(1) Based on 37,155,970 shares issued and outstanding and includes, for purposes
    of determining the number of shares beneficially owned and percentage of
    class, that $2,243,271 of principal and interest accrued through June 30,
    2002 on notes held by Lancer Partners, Limited Partnership and Lancer
    Offshore, Inc. ("Lancer Notes") are converted into 4,486,542 shares and
    382,571 shares that are issuable as a lending fee under the notes issued in
    2002 are issued.

(2) Alpha Omega Group, Inc., Lancer Partners, Limited Partnership and Lancer
    Offshore, Inc. ("Lancer Group") are affiliates and all shares of common
    stock collectively beneficially owned by such entities are reflected for
    each entity; however, nothing herein is an admission by any member of the
    Lancer Group that such member is the beneficial owner under Section 13(d) of
    any securities owned by the

<PAGE>

   other members of the Lancer Group. Michael Lauer is the sole shareholder of
   Alpha Omega Group and acts as investment manager of Lancer Offshore and
   Lancer Partners. Alpha Omega Group owns of record 3,704,867 shares of common
   stock, Lancer Offshore owns of record 17,763,317 shares of common stock and
   Lancer Partners owns of record 5,388,790 shares of common stock. An
   additional 4,486,542 shares of common stock are issuable upon conversion of
   $2,243,271 of Lancer Notes and 382,571 shares issuable under the Lancer Notes
   issued in 2002 as a lending fee; these shares are included in the total
   shares beneficially owned by the Lancer Group. The principal amount of the
   Lancer Notes is $2,150,000 and the amount of outstanding principal and
   interest through June 30, 2002 is $2,243,271. Capital Research, Ltd. owns of
   record 1,101,378 shares of common stock; Capital Research, Ltd. is controlled
   by Bruce Cowen, who provides consulting services to Lancer affiliated
   companies. Shares held by Capital Research, Ltd. are excluded from this
   table.

Security Ownership of Management

     The number of shares of Common Stock of the Corporation owned by the
Directors and Executive Officers of the Corporation as of May 20, 2002 is as
follows:

<TABLE>
<CAPTION>
                    Name and Address of           Amount and Nature of     Percentage of
Title of Class      Beneficial Owner              Beneficial Ownership     Class *
----------------------------------------------------------------------------------
<S>                 <C>                           <C>                      <C>
Common Stock        Peter L. Coker, Sr.                   835,000 (1)        2.2%
                    4021 Stirrup Creek Drive
                    Suite 400
                    Durham, NC 12404

Common Stock        Mary E. Walker                        --      (2)         **
                    4021 Stirrup Creek Drive
                    Suite 400
                    Durham, NC 12404

Common Stock        Rod Santomassimo                      353,511 (3)         **
                    4021 Stirrup Creek Drive
                    Suite 400
                    Durham, NC 12404


Common Stock        Charles Herskowitz                    364,671 (4)         **
                    4021 Stirrup Creek Drive
                    Suite 400
                    Durham, NC 12404

Common Stock        All Officers and Directors          1,635,165            4.2%
                    as a Group (5)
</TABLE>


   * Based on 37,155,970 shares issued and outstanding and, for purposes of
   calculating percentage of class held by a listed person, includes shares that
   may acquired within 60 days upon the exercise of options by that person, but
   not be any other person.
   ** Less than 1%.
      (1)  Includes shares in the name of Susan H. Coker, Mr. Coker's spouse.
      (2)  Excludes 2,000,000 shares that are issuable under options that vest
           in equal increments on December 31, 2002, December 31 2003 and
           December 31, 2004. Also excludes 705,882 shares issuable under
           options the board intends to grant upon the accomplishment of certain
           goals.

<PAGE>

     (3)  Includes 353,326 shares issuable upon the exercise of stock options
          and 185 shares held of record.
     (4)  Includes 369,486 shares issuable upon the exercise of stock options
          and 185 shares owned of record.
     (5)  Includes 1,471,477 shares issuable upon the exercise of stock options.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information about us since September 28, 2001. Pursuant to a Stock Purchase
     ---------------------------------------------
Agreement dated September 28, 2001, among the Company, equitel holdings, Alpha
Omega Group, Inc ("Alpha"), Capital Research, Ltd. ("Research"), Lancer
Partners, Limited Partnership ("Partners") and Lancer Offshore ("Offshore", and
together with Alpha and Partners shall sometimes hereinafter be referred to as
the "Lancer Group") the Lancer Group and Capital Research, Ltd. (i) sold
ninety-four percent (94%)of the outstanding common stock of equitel holdings in
exchange for 11,825,936 shares of our common stock (the "Reverse Acquisition").
In addition, pursuant to a Note Exchange, restructure and Conversion Agreement
between Wolfpack and the Lancer Group dated September 28, 2001 (the "Note
Agreement"), the Company assumed $7,098,701 aggregate principal amount of
outstanding indebtedness of equitel holdings, which indebtedness and accrued
interest thereon amounting to $8,025,337 was converted into 16,050,674 shares of
common stock on December 11, 2001.

     The Lancer Partners and Lancer Offshore loaned the Company an aggregate
additional $850,000 on December 11, 2001, and Lancer Offshore loaned the Company
$600,000 on February 11, 2002, $100,000 on February 25, 2002, $200,000 on March
28, 2002, and $400,000 on April 15, 2002. These loans are evidenced by notes
bearing 12% interest that mature on the later of the sale by the Company of
$1,500,000 of equity or, depending on the note, March 11, 2002, May 25, 2002 or
June 25, 2002. The notes dated December 2001 call for the aggregate issuance of
250,000 shares and the notes dated in 2002 call for the aggregate issuance of
382,571 shares, in each case, as additional compensation for the extension of
credit. These notes are convertible at the election of the holder into shares of
common stock. The number of shares into which these notes are convertible is
equal to the amount of unpaid principal and interest accrued on the notes
divided by the conversion price of $0.50 per share. We anticipate that as of
June 30, 2002, the Company will owe an aggregate of $2,243,271 under these notes
and if all of these notes were converted in full as of such date, approximately
4,486,542 shares of common stock would be issuable the holders of the notes upon
conversion.

     Information about equitel holdings, inc. (formerly known as equitel, inc.),
     ---------------------------------------------------------------------------
our accounting predecessor, prior to September 28, 2001. In May 2000, the Lancer
-------------------------------------------------------
Group transferred certain business assets they had acquired from Teledata World
Services, Inc. ("TWOS") to equitel wireless, inc. (then known as equitel
communications corporation, inc., "ecc") in exchange for the issuance of new
equity and debt to them by equitel holdings, inc. (then known as equitel, inc.).
These assets had been acquired by the Lancer Group from TWOS in a foreclosure
and debt restructure. These assets included $1,374,011 in receivables and
$120,069 in fixed assets and intellectual property. In connection therewith,
TWOS exchanged its remaining minority interest in ecc for

<PAGE>

272,000 shares of ecc's parent corporation, equitel holdings, inc. (then known
as equitel, inc). As a result, ecc became a wholly owned subsidiary of equitel
holdings, inc.

     During 2000, the Company issued several subordinated convertible notes to
various Lancer entities. One note with an approximate balance of $685,000 at
December 31, 2000, carried an interest rate of 9%. The other notes, with a
collective approximate balance of $2,675,000 at December 31, 2000, carried an
interest rate of 10%. The amount of these notes, along with additional credit
extended in 2001, is included in $7,098,701 principal amount rolled into the
September 28, 2001 Note Agreement, described above, and subsequently converted
into 16,050,674 shares of common stock as of December 11, 2001.

     Information about Wolfpack prior to September 28, 2001. Joseph Campagna, a
     ------------------------------------------------------
former Director who resigned as of November 1, 2001, loaned the Company $981,000
in 2001. Mr. Campagna has agreed in principle to convert those shares into
shares of common stock in the next equity financing.

     During 2000, we issued 3,600,000 shares of our common stock in a private
placement pursuant to Rule 506 of the Securities Act at a price of $0.25 per
share. The total proceeds to the Company from this offering were $900,000.
600,000 of these shares were sold to Joseph F. Campagna, a former Director of
the Company, who served from April 2001 to November 2001.

     On March 31, 2000, we acquired all of the stock of JetCo in exchange for
10,241,170 shares of our common stock. In this transaction, our former
President, William Evans, received 8,691,170 shares of our common stock. During
2000, William Evans contributed computer software with an estimated fair value
of $450,000 to the Company. The software was developed by Mr. Evans. Also during
2000, Peter L. Coker, Sr. (who is a Director and Chairman of the Company) lent
the Company $96,000 and this amount is carried as a debt of the Company.

     In conjunction with the acquisition of JetCo, we chose to concentrate our
efforts on our telecommunications business. Accordingly, on September 30, 2000,
we sold AAM and Dina Porter to Susan H. Coker (who was the Secretary of the
Company at the time, but is no longer an officer) and Peter L. Coker, Sr. (who
is a Director and Chairman of the Company). Under the terms of the Agreement,
Mr. and Mrs. Coker acquired all of the shares of common stock of Dina Porter and
AAM in exchange for the assumption of all of our guarantees for the obligations
of Dina Porter and AAM and 5,000 shares of our common stock.

ITEM 13. EXHIBIT LIST AND REPORTS ON FORM 8-K

     (a)  Exhibits

<PAGE>

   Exhibit                        Description of Exhibit
   Number                        ----------------------
   ------

     2.1       Stock Purchase Agreement, dated September 28, 2001 by and among
               Alpha Omega Group, Inc., Capital Research, Ltd., Lancer Offshore,
               Inc., Lancer Partners, Limited Partnership (Note 1)

    3.1.1      Amendment to Certificate of Incorporation (Note 2)

    3.1.2      Amendment to Certificate of Incorporation (Note 3)

    3.1.3      Certificate of Incorporation (Note 4)

     3.2       Bylaws (Note 4)

     4.1       Form of Common Stock Certificate (Note 4)

     4.2       Senior Subordinated Convertible Promissory Note No. 1, dated as
               of September 28, 2001 by Wolfpack Corporation in the principal
               amount of $4,683,701.00 in favor of Lancer Offshore, Inc., Due
               March 31, 2003 (filed herewith)

     4.3       Senior Subordinated Convertible Promissory Note No. 2, dated as
               of September 28, 2001 by Wolfpack Corporation in the principal
               amount of $2,415,000.00 in favor of Lancer Partners, Limited
               Partnership, Due March 31, 2003 (filed herewith)

     4.4       Wolfpack Corporation Senior Subordinated Convertible Promissory
               Note No. 1, dated December 11, 2001 in the amount of $500,000
               Payable to Lancer Offshore, Inc. (filed herewith)

     4.5       Wolfpack Corporation Senior Subordinated Convertible Promissory
               Note No. 2, dated December 11, 2001 in the amount of $350,000
               Payable to Lancer Partners, Limited Partnership (filed herewith)

     10.1      Common Stock Purchase Agreement by and between Wolfpack
               Corporation and Jetco Communications Corporation dated as of
               January 13, 2000 (Note5)

     10.2      Common Stock Purchase Agreement by and between Wolfpack
               Corporation and Jetco Communications Corporation dated as of
               March 31, 2000 (Note 5)

     10.3      Common Stock Purchase Agreement by and among William W. Evans,
               Ira A. Hunt, Jr., John Patrick Wellington, Michelle Maidenberg
               and Wolfpack Corporation dated as of March 31, 2000 (Note 5)

     10.4      Stock Purchase Agreement dated as of October 1, 2000 by and among
               Susan H. Coker, Peter L. Coker, Sr. and the Registrant (Note 6)

     10.5      Stock Purchase Agreement dated as of January 29, 2001 by and
               among the Registrant, Basic Phone, Inc., Warren J. Landry, Jr.,
               Sonda J. Landry, Shari Ernst, Chad Kibodeaux, Christopher Kovatch
               and Tara Greenwood (Note 7)

<PAGE>

     10.6      Note Exchange, Restructure and Conversion Agreement dated as of
               September 28, 2001 by and among equitel, inc., Wolfpack
               Corporation, Lancer Partners, L.P., and Lancer Offshore, Inc.
               (filed herewith)

     10.7      Debt Conversion Agreement by and among Wolfpack Corporation,
               Lancer Offshore, Inc. and Lancer Partners, Limited Partnership,
               dated as of December 11, 2001 (filed herewith)

     10.8      Form of Employment Agreement for Rod Santomassimo and Charles
               Herskowitz (filed herewith)

      21       List of Subsidiaries

--------------------------------------------------------------------------------

    Note 1     Incorporated by reference to the Registrant's Current Report on
               Form 8-K filed October 15, 2001

    Note 2     Incorporated by reference to the Registrant's Annual Report on
               Form 10-KSB filed on April 17, 2002

    Note 3     Incorporated by reference to the Registrant's Definitive
               Information Statement filed August 24, 2001

    Note 4     Incorporated by reference to the Registrant's Registration
               Statement on Form 10-SB filed June 23, 1999

    Note 5     Incorporated by reference to the Registrant's Current Report on
               Form 8-K filed April 21, 2000

    Note 6     Incorporated by reference to the Registrant's Annual Report on
               Form 10-KSB filed on April 20, 2001

    Note 7     Incorporated by reference to the Registrant's Current Report on
               Form 8-K filed May 10, 2001



       (b)     Reports on Form 8-K: None

<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
Company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 30, 2002.


                                                  equitel, inc.


                                                  By:   /s/ Mary Walker
                                                     -----------------------
                                                        Mary Walker
                                                        CEO and President



         Signature                         Title                      Date
         ---------                         -----                      ----

     /s/ Mary Walker          CEO and President (principal
---------------------------   executive officer) and Director     May 30, 2002
        Mary Walker

     /s/ Peter Coker
---------------------------         Chairman and Director         May 30, 2002
     Peter L. Coker, Sr.

     /s/ Mark Hahn            Chief Financial Officer (principal
---------------------------        financial and accounting       May 30, 2002
       Mark W. Hahn                        officer)