SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form ~~10-Q~~10-Q/A

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June~~September 30, 2008 or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 000-52015

Western Capital Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

Minnesota		47-0848102
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

2201 West Broadway, Suite 1, Council Bluffs, Iowa 51501

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (712) 322-4020

(Former name, former address and former fiscal year, if changed since last report)

Large accelerated filer o

Non-accelerated filer o

Smaller reporting company þ

INTRODUCTORY NOTE

This Amendment to the Quarterly Report on Form 10-Q of Western Capital Resources, Inc. is being filed to correct information contained in the original filing submitted on November 19, 2008. That original filing was erroneously submitted to the Securities and Exchange Commission. In particular, this Amendment contains Condensed Consolidated Statements of Income that include an income tax expense of $232,000 for the three- and nine-month period ended September 30, 2008, which is $127,000 higher than contained in the original submission. This has resulted in corresponding changes to the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flow contained in the Quarterly Report. This Amendment also includes appropriate numerical changes in Management’s Discussion and Analysis to reflect the foregoing, and several other changes made to correct clerical or typographical errors contained in the original filing that was erroneously submitted.

Western Capital Resources, Inc.

PART I. FINANCIAL INFORMATION

PART II. OTHER INFORMATION

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

1.	Nature of Business and Summary of Significant Accounting Policies –

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Acquisition of North Dakota Stores

On March 1, 2008 the Company acquired, for $390,917 in cash, five stores offering cash advance loans in Fargo, Grand Forks, Bismarck, and Minot, North Dakota. These stores currently operate under the Ameri-Cash name.

Acquisition of National Cash & Credit

On February 26, 2008, the Company entered into an Exchange Agreement with National Cash & Credit, LLC, a Minnesota limited liability company (NCC), and the members of NCC. Under the Exchange Agreement, the members of NCC assigned all of the outstanding membership interests in NCC to the Company in exchange 1,114,891 shares (valued at $1.20 per share) of the Company’s common stock and a cash payment of $100,000.

The Company's CEO had a material financial interest in NCC. The CEO’s ownership and conditions of the Exchange Agreement were disclosed to the Company's Board of Directors, which approved the Exchange Agreement.

NCC was formed approximately two years ago and owned and operated five stores located in suburban Phoenix, Arizona. NCC principally offered cash advance loans ranging from $100 to $2,500 and title loans ranging from $500 to $2,000.

Under the purchase method of accounting the assets and liabilities of the acquisitions were recorded at their respective estimated fair values as of the applicable purchase date as follows:

Acquisition of STEN Stores

On July 31, 2008, the Company purchased four payday loan and check cashing stores and an on-line lending website, which included all related assets including store level working capital, from Sten Corporation, a Minnesota corporation. Three of the stores are located in Salt Lake City, Utah and one store is located in Tempe, Arizona. The acquisition was completed through the Company’s subsidiary, WCR Acquisition Co., a Minnesota corporation. The purchase price of the acquisition was $287,500, financed through the issuance of seller notes and contingent consideration in the amount of 50% of net cash flows as discussed in the agreement. The contingent consideration is limited to the greater of 50% of net cash flows as described in the agreement (calculated and due annually) through July 31, 2012 or an aggregate of $800,000.

Under the purchase method of accounting the assets and liabilities of the acquisitions were recorded at their respective estimated fair values as of the applicable purchase date as follows:

	2008

Cash	$	7,468
Loans receivable (net of allowance of $54,000)		216,454
Property and equipment		36,647
Prepaid expenses and other current assets		26,931

	$	287,500

The results of the operations for the acquired locations have been included in the condensed consolidated financial statements since the date of the acquisitions. The following table presents the pro forma results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, as if these acquisitions had been consummated at the beginning of each period presented. The pro forma results of operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the year presented or the results which may occur in the future.

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.	Acquisitions continued–

	Three Months Ended June 30,						Three Months Ended September 30,
	2008			2007			2008			2007

Pro forma revenue	$	3,254,901		$	3,040,690		$	3,751,020		$	3,537,910
Pro forma net income		316,598			398,259			396,095			526,140
Pro forma net loss per common share – basic and diluted		(.02	)		(.11	)
Pro forma net income (loss) available to common stockholders								(128,905	)		1,140
Pro forma net income per common share - basic and diluted								(.01	)		.00

	Six Months Ended June 30,						Nine Months Ended September 30,
	2008			2007			2008			2007

Pro forma revenue	$	6,461,110		$	6,424,722		$	10,456,409		$	10,325,271
Pro forma net income		342,067			872,863			678,235			1,434,717
Pro forma net loss per common share – basic and diluted		(.09	)		(.16	)
Pro forma net income (loss) available to common stockholders								(896,765	)		(140,283	)
Pro forma net loss per common share - basic and diluted								(.10	)		(.12	)

3.	Stockholders’ Equity –

During the quarter ended March 31, 2008, 1,475,000 options (mostly which were held by related parties) were exercised at an exercise price of $.01 per share. Also, 125,000 options and warrants were cancelled.

4.	Risks Inherent in the Operating Environment –

The Company’s short-term consumer loan activities are regulated under numerous local, state, and federal laws and regulations, which are subject to change. New laws or regulations could be enacted that could have a negative impact on the Company’s lending activities. Over the past few years, consumer advocacy groups and certain media reports have advocated governmental and regulatory action to prohibit or severely restrict deferred presentment cash advances. If this negative characterization of deferred presentment cash advances becomes widely accepted by consumers, demand for deferred presentment cash advances could significantly decrease, which could have a materially adverse affect on the Company’s financial condition.

Negative perception of deferred presentment cash advances could also result in increased regulatory scrutiny and increased litigation and encourage restrictive local zoning rules, making it more difficult to obtain the government approvals necessary to continue operating existing stores or open new short-term consumer loan stores.

5.	Dividend Declaration and Payment-

On March 17, 2008, the Board of Directors of the Company approved the payment of the first quarter 2008 dividend on the Company's Series A Convertible Preferred Stock in the amount of $525,000. The dividends were paid on April 1, 2008. OnIn July ~~14,~~ 2008, the Board of Directors of the Company ratified the payment of the second quarter 2008 dividend on the Company’s Series A Convertible Preferred Stock in the amount of $525,000 and the dividends were paid. In October 2008, the Board of Directors of the Company ratified the payment of the third quarter 2008 dividend on the Company’s Series A Convertible Preferred Stock in the amount of $525,000. The dividends were paid on ~~July~~October 10, 2008.

A breakout of other expense is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007
Store expenses
Bank Fees	$	32,095	$	17,846	$	80,189	$	61,040
Collection Costs		89,678		66,397		246,379		160,672
Repairs & Maintenance		50,679		16,759		125,178		61,20
Supplies		34,510		31,785		100,791		106,318
Telephone and Utilities		83,346		62,000		236,341		183,430
Other		87,131		56,906		342,449		184,126
	$	377,439	$	251,693	$	1,131,327	$	756,786

General & administrative expenses
Professional Fees	$	164,575	$	31,079	$	853,947	$	40,950
Other		119,548		63,205		271,733		243,160
	$	284,123	$	94,284	$	1,125,680	$	284,110

7.	Subsequent Events-

Effective July 31, 2008, WCR purchased four payday loan and check cashing operations and an on-line lending website, which included all related assets including store level working capital, from Sten Corporation, a Minnesota corporation. Three of the stores are located in Salt Lake City, Utah and one store is located in Tempe, Arizona. The acquisition was completed through the Company’s subsidiary, WCR Acquisition Co., a Minnesota corporation. The Company will finance this transaction out of its current working capital.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in this Report on Form 10-Q are forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Numerous factors, risks and uncertainties affect the Company’s operating results and could cause the Company’s actual results to differ materially from forecasts and estimates or from any other forward-looking statements made by, or on behalf of, the Company, and there can be no assurance that future results will meet expectations, estimates or projections. Further information regarding these and other risks is included in the “Risk Factors” section of our most recent annual report on Form 10-K and our most recent registration statement on Form S-1 (including any amendments thereto), as well as any supplementary disclosures that may be contained in our quarterly report on Form 10-Q.

Overview

Throughout this report, we refer to Western Capital Resources, Inc., a Minnesota corporation, as “we,” “us,” “Western Capital Resources” and the “Company.” Prior to July 29, 2008, the Company’s corporate name was URON Inc.

Pursuant to an Agreement and Plan of Merger and Reorganization by and among Wyoming Financial Lenders, Inc., URON Inc. and WFL Acquisition Corp. dated December 13, 2007 (referred to throughout this report as the “Merger Agreement”), WFL Acquisition Corp. merged with and into Wyoming Financial Lenders, Inc., with Wyoming Financial Lenders remaining as the surviving entity and a wholly owned operating subsidiary of the Company. As indicated above, this transaction is referred to throughout this report as the “Merger.” The Merger was effective as of the close of business on December 31, ~~2007~~2007.

Since the Merger, the Company (primarily through Wyoming Financial Lenders, Inc.) provides retail financial services to individuals in the mid-western and southwestern United States. These services include non-recourse ~~cash advance~~payday loans, check cashing and other money services. At the close of business on December 31, 2007, the Company owned and operated 52 stores in ten states (Colorado, Iowa, Kansas, Montana, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming). As of the date of this report, we owned and operated a total of 6266 stores in the foregoing states and Arizona.

We provide short-term consumer loans—known as cash advance or “payday” loans—in amounts that typically range from $100 to $500. Cash advance loans provide customers with cash in exchange for a promissory note with a maturity of generally two to four weeks and the customer’s post-dated personal check for the aggregate amount of the cash advanced, plus a fee. Approximately 68% of our loan transactions are made for a period of up to four weeks and approximately 32% of our loan transactions involve loans whose initial maturity extends beyond four weeks. The fee we charge for a cash advance or “payday” loan varies from state to state, based on applicable regulations, and generally ranges from $15 to ~~$20~~$22 for each $100 borrowed. To repay the cash advance loans, customers may pay with cash, in which case their personal check is returned to them, or allow the check to be presented to the bank for collection. All of our loans and other services are subject to state regulations (which vary from state to state), federal regulations and local regulation, where applicable.

Our expenses primarily relate to the operations of our stores. The most significant expenses include salaries and benefits for our store employees, provisions for loan losses, occupancy expense for our leased real estate and advertising. Our other significant expenses are general and administrative, which includes compensation of employees, professional fees and stock-based compensation expenses and ~~merger~~Merger transaction expenses.

With respect to our cost structure, salaries and benefits are one of our largest costs and are driven primarily by the addition of branches throughout the year and growth in loan volumes. Our provision for losses is also a significant expense. We have experienced seasonality in our operations, with the first and fourth quarters typically being our strongest periods as a result of broader economic factors, such as holiday spending habits at the end of each year and income tax refunds during the first quarter.

We evaluate our stores based on revenue growth, gross profit contributions and loss ratio (which is losses as a percentage of revenues), with consideration given to the length of time the branch has been open and its geographic location. We evaluate changes in comparable branch financial and other measures on a routine basis to assess operating efficiency. We define comparable branches as those branches that are open during the full periods for which a comparison is being made. For example, comparable branches for the annual analysis we undertook as of December 31, 2007 have been open at least 24 months on that date. We monitor newer branches for their progress toward profitability and rate of loan growth.

According to the Community Financial Services Association of America (CFSA), industry analysts estimate that the industry has grown to approximately 22,000 payday loan branches in the United States and these branches extend approximately $40 billion in short-term credit to millions of households that experience cash-flow shortfalls between paydays. We believe our industry is highly fragmented as ten companies presently operate approximately 10,200 branches in the United States. With this industry growth and current fragmentation (discussed above), we believe there are opportunities to grow our business, primarily through acquisitions as opposed to organic growth. We are actively identifying possible store locations in numerous states in which we currently operate and evaluating the regulatory environment and market potential in the various states in which we currently do not have stores. In addition to expanding our geographic reach, our strategic expansion plans also involve the expansion and diversification of our product and service offerings. We believe that successful expansion, both geographically and product- and service-wise, will help to mitigate the regulatory and economic risk inherent in our business by making us less reliant on (i) cash advance lending alone and (ii) any particular aspect of our business that concentrated geographically.

The growth of the payday loan industry has followed, and continues to be significantly affected by, payday lending legislation and regulation in the various states and nationally. We actively monitor and evaluate legislative and regulatory initiatives in each of the states and nationally, and are involved with the efforts of the various industry lobbying efforts. To the extent that states enact legislation or regulations that negatively impacts payday lending, whether through preclusion, fee reduction or loan caps, our business could be adversely affected.

~~Presently,~~Present legislation ~~is pending~~ in Arizona ~~which would extend~~effects a ~~current law permitting~~“sunset” or expiration of cash advance ~~loans. In the absence~~or payday lending in that state as of ~~such legislation, current law permitting cash advance loans will “sunset” or expire at the end of 2009. The~~July 1, 2010 (Arizona Statutes, Title 6, Section 1263). We expect that any failure to extend ~~or outrightly permit~~the right of cash advance ~~lending~~lenders to conduct business in Arizona would negatively affect us. In Nebraska, legislation was recently introduced to ban all cash advance loans in Nebraska. This bill was ultimately defeated. Nevertheless, since ~~we derive approximately 36% (for~~for the 12 months ended December 31, ~~2007)~~2007 we derived approximately 36% of our revenues in Nebraska, any subsequent attempts to pass similar legislation in Nebraska, or other legislation that would restrict our ability to make cash advance loans in Nebraska, would pose significant risks to our business.

In 2007, the federal government passed legislation (the 2007 Military Authorization Act) prohibiting the making of payday (cash advance) loans and title loans to members of the United States ~~military. The law also prohibits creditors in general from charging more~~military involving an APR greater than 36% ~~interest to military borrowers~~ (in calculating the applicable rate of interest, all fees, service charges, renewal charges, credit insurance premiums or any other product sold with the loan must be included). Management does not believe that this 2007 law has materially affected or will materially affect the Company and its business. As with the various state legislatures, however, it is possible that the federal government may enact legislation or regulation that further restricts payday lending or title lending in general, which would undoubtedly affect our business in adverse ways.

We have 10,000,000 shares of Series A Convertible Preferred Stock (10% cumulative dividends, $0.01 par value, $2.10 stated value) authorized, issued and outstanding. Our board of directors votes quarterly to approve this dividend in the amount of $525,000, which represents an annual cost to us of $2.1 million. The dividend can be paid either in cash or in shares of our common stock at the investor’s discretion. This dividend is calculated into the net income or loss available to common shareholders. On October 10, 2008, we paid quarterly dividends in an amount equal to $525,000. As a result, we had a net loss available to common shareholders for the nine months ended September 30, 2008. For this reason (and the reasons stated below), we are exploring ways in which we may be able to retire or redeem the Series A Convertible Preferred Stock.

Our obligation to pay dividends adversely impacts our cash flow and our ability to grow through acquisitions, which is the most significant way in which we expect to grow. For instance, our use of cash in satisfaction of the dividend payment obligations prevents us from using that cash as part of acquisition transactions. The present condition of the credit markets also makes it difficult for us to surmount this obstacle through borrowing. In addition, our use of cash in satisfaction of the dividend payment obligations makes it more difficult for us to manage our cash and ensure the availability of cash for lending to our cash advance customers during the fall and winter months, which is typically the busiest time of year for payday lending. As indicated in Item 5, Part II, of this report, we have recently entered into a credit agreement with a financial institution that will better ensure our ability to meet customer demand in the coming months.

On February 26, 2008, we entered into an Exchange Agreement with National Cash & Credit, LLC, a Minnesota limited liability company, and its members. Under the Exchange Agreement, the members of National Cash & Credit assigned to us all of the outstanding membership interests in National Cash & Credit in exchange for our issuance to them of an aggregate of 1,114,891 shares of common stock and a cash payment of $100,000. As a result of this transaction, we acquired five new stores located in the Phoenix, Arizona market. These stores engage in cash advance lending and title lending.

On October 15, 2008 (subsequent to the period covered by this report), we entered into a Stock Purchase Agreement with PQH Wireless, Inc., a Nebraska corporation, and Mark Houlton, Charles Payne and John Quandahl, the three stockholders of PQH Wireless. Under the Stock Purchase Agreement, the stockholders sold all of the outstanding capital stock in PQH Wireless to the Company for a total purchase price of $3,035,000. The transaction was financed by a combination of cash and notes payable to sellers. PQH was formed approximately two years ago and owns and operates nine stores at locations in Missouri, Nebraska, and Texas as an authorized seller of Cricket cellular phones.

Discussion of Critical Accounting Policies

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America applied on a consistent basis. The preparation of these financial statements requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate these estimates and assumptions on an ongoing basis. We base these estimates on the information currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary materially from these estimates under different assumptions or conditions.

Our significant accounting policies are discussed in Note 1, “Nature of Business and Summary of Significant Accounting Policies,” of the notes to our audited consolidated financial statements included in this filing.

We believe that the following critical accounting policies affect the more significant estimates and assumptions used in the preparation of our condensed consolidated financial statements:

Loan Loss Allowance

We maintain a loan loss allowance for anticipated losses for our cash advance and title loans. To estimate the appropriate level of the loan loss allowance, we consider the amount of outstanding loans owed to us, historical loans charged off, current and expected collection patterns and current economic trends. Our current loan loss allowance is based on our net write offs, typically expressed as a percentage of loan amounts originated for the last 12 months applied against the principal balance of outstanding loans that we write off. The Company also periodically performs a look-back analysis on its loan loss allowance to verify the historical allowance established tracks with the actual subsequent loan write-offs and recoveries. The Company is aware that as conditions change, it may also need to make additional allowances in future periods.

Included in loans receivable are cash advance loans that are currently due or past due and cash advance loans that have not been repaid. This generally is evidenced where a customer’s personal check has been deposited and the check has been returned due to non-sufficient funds in the customer’s account, a closed accounts, or other reasons. Cash advance loans are carried at cost less the allowance for doubtful accounts. The Company does not specifically reserve for any individual cash advance loan. The Company aggregates cash advance loans for purposes of estimating the loss allowance using a methodology that analyzes historical portfolio statistics and management’s judgment regarding recent trends noted in the portfolio. This methodology takes into account several factors, including the maturity of the store location and charge-off and recovery rates. The Company utilizes a software program to assist with the tracking of its historical portfolio statistics. As a result of the Company’s collections efforts, it historically writes off approximately 35% of the returned items. Based on days past the check return date, write-offs of returned items historically have tracked at the following approximate percentages: 1 to 30 days - 35%; 31 to 60 days - 60%; 61 to 90 days - 75%; 91 to 120 days - 80%; and 121 to 180 days - 85%. All returned items are charged-off after 180 days, as collections after that date have not been significant. The loan loss allowance is reviewed monthly and any adjustment to the loan loss allowance as a result of historical loan performance, current and expected collection patterns and current economic trends is recorded. The Company uses a third party collection agency to assist in the collection of the loan collateral related to title loans, when and as the Company determines appropriate.

The Company entered into the title loan business with the acquisition of National Cash & Credit, LLC in February 2008. Currently, title loans are not a significant portion of the Company’s loans receivable portfolio.

Valuation of long-lived and Intangible Assets

The Company assesses the impairment of long-lived and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant underperformance relative to expected historical or projected future cash flows, significant changes in the manner of use of acquired assets or the strategy for the overall business, and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured based on the excess of the assets' carrying value over the estimated fair value.

Share-Based Compensation

Under the fair value recognition provisions of Financial Accounting Standards Board Statement No. 123R (SFAS 123R), “Share-Based Payment,” our share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense based on the applicable vesting schedule. Determining the fair value of share-based awards at grant date requires judgment, which includes estimating the amount of share-based awards expected to be forfeited. The Black-Scholes option pricing model (using estimated value of the Company) is used to measure fair value for stock option grants.

Results of Operations - Three Months Ended ~~June~~September 30, 2008 Compared to Three Months Ended ~~June~~September 30, 2007

For the three-month period ended ~~June~~September 30, 2008, net income was ~~$.32~~$.40 million compared to net income of ~~$.45~~$.46 million for the three months ended ~~June~~September 30, 2007. During the three months ended ~~June~~September 30, 2008, income before income taxes was ~~$.52~~$.63 million compared to income before income taxes of ~~$.73~~$.74 million for the three months ended ~~June~~September 30, 2007. The major components of each of revenues, store expenses, general and administrative expenses, total operating expenses and income tax expense are discussed below.

Revenues

Revenues totaled ~~$3.25~~$3.69 million for the three months ended ~~June~~September 30, 2008 compared to ~~$2.73~~$2.86 million for the three months ended ~~June~~September 30, ~~2008.~~2007. This increase resulted from the increase in the number of stores operating during the 2008 interim period due to our ~~small~~ acquisition of five stores in North Dakota operating under the name “Ameri-Cash,” ~~and~~ the acquisition of National Cash & Credit, ~~LLC.~~LLC and the acquisition of four stores from the “STEN” acquisition. During the three-month period ended ~~June~~September 30, 2008 we originated approximately ~~$17.9~~$20.5 million in cash advance loans compared to ~~$15.3~~$16.2 during the 2007 interim period. Our average loan (including fee) totaled approximately ~~$353~~$361 during the period ended ~~June~~September 30, 2008 versus ~~$332~~$333 in the 2007 interim period. Our average fee rate for the three months ended ~~June~~September 30, 2008 was ~~$51~~$53 compared to ~~$47~~$49 for the 2007 interim period. Revenues from check cashing, title loans, guaranteed phone/Cricket phone fees, and other sources totaled ~~$.63~~$.66 million and ~~$.53~~$.48 million for the three month periods ended ~~June~~September 30, 2008 and 2007, respectively.

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The following table summarizes our revenues for the three months ended ~~June~~September 30, 2008 and 2007, respectively:

	Three Months Ended June 30,				Three Months Ended June 30,						Three Months Ended September 30,				Three Months Ended September 30,
	2008		2007		2008			2007			2008		2007		2008			2007
					(percentage of revenues)										(percentage of revenues)
Loan Fees	$	2,624,365	$	2,197,206		80.6	%		80.5	%
Payday loan fees											$	3,031,301	$	2,377,355		82.1	%		83.2	%
Check cashing fees		283,063		325,295		8.7	%		11.9	%		279,787		310,509		7.6	%		10.9	%
Guaranteed phone/Cricket fees		145,331		171,247		4.5	%		6.3	%		130,405		154,788		3.5	%		5.4	%
Title loan fees		158,902		-		4.9	%		-			211,719		-		5.7	%		-
Other fees		43,240		36,894		1.3	%		1.3	%		40,682		14,200		1.1	%		.5	%
Total	$	3,254,901	$	2,730,642		100.0	%		100.0	%	$	3,693,894	$	2,856,852		100.0	%		100.0	%

~~Other.~~Other. Other expenses were ~~$.40~~$.38 million for the three months ended ~~June~~September 30, 2008 versus ~~$.21~~$.25 million for the three months ended ~~June~~September 30, 2007 primarily due higher costs associated with operating a higher number of stores on a ~~year over year~~year-over-year basis.

General and Administrative Expenses

Total general and administrative costs for the three months ended ~~June~~September 30, 2008 were ~~$.49~~$.65 compared to ~~$.34~~$.37 million for the period ended ~~June~~September 30, 2007. For the three-month period ended ~~June~~September 30, 2008, the major components of these costs were salaries and benefits for our corporate headquarters operations and executive management, depreciation of certain headquarters-related equipment, and utilities, office supplies and other minor costs, professional fees for accounting and legal services (collectively grouped as “other” costs). A discussion of the various components of our general and administrative costs for the three months ended ~~June~~September 30, 2008 and 2007 appears below:

Salaries and ~~Benefits.~~Benefits. Salaries and benefits expenses for the three months ended ~~June~~September 30, 2008 were ~~$.32~~$.36 million, a ~~$.09~~$.10 million increase from the ~~$.23~~$.26 million in such expenses during period ended ~~June~~September 30, 2007. The increase resulted mainly from headquarters and management employees being slightly higher for the period ended ~~June~~September 30, 2008 then they were for the corresponding period ended ~~June~~September 30, 2007. This slight increase is mainly due to our addition of employees since the Merger.

~~Depreciation.~~Depreciation. Depreciation for the period ended ~~June~~September 30, 2008, in the amount of $.01 million was substantially identical to the $.01 million for the period ended ~~June~~September 30, 2007. Depreciation relates primarily to equipment and capital improvements at the Company’s corporate headquarters.

Other General and Administrative ~~Expenses.~~Expenses. Other general and administrative expenses, which includes professional fees for accounting and legal services, consulting services related to Sarbanes-Oxley compliance, utilities, office supplies, collection costs and other minor costs associated with corporate headquarters activities, aggregated to ~~$.17~~$.28 million for the three months ended ~~June~~September 30, 2008 versus $.09 million for the three months ended ~~June~~September 30, 2007. We do not expect these types of costs to decrease to their fiscal 2007 levels, as most of them are attributed to efforts to comply with various rules and regulations applicable to public reporting companies.

Total Operating Expenses

Our total operating expenses for the three months ended ~~June~~September 30, 2008 were ~~$2.73~~$3.06 million compared to ~~$2.01~~$2.12 million for the comparable period for 2007. Overall, the ~~$.72~~$.94 million increase in operating expenses were mainly attributed to our growth in the number of operating stores and increased costs associated with being a public reporting company.

Income tax expense for the period ended ~~June~~September 30, 2008 was ~~$.20~~$.23 compared to income tax expense of ~~$.27~~$.28 million for the period ended ~~June~~September 30, ~~2007, which decreased primarily as a result of our~~2007. Our net income before taxes for the 2008 period of ~~$.52~~$.63 million versus net income before taxes for the 2007 period of ~~$.73 million.~~$.74 million resulted in a lower income tax expense for the three months ended September 30, 2008.

For the ~~six-month~~nine-month period ended ~~June~~September 30, 2008, net income was ~~$.28~~$.68 million compared to net income of ~~$.83~~$1.29 million for the ~~six~~nine months ended ~~June~~September 30, 2007. During the ~~six~~nine months ended ~~June~~September 30, 2008, income before income taxes was ~~$.49~~$1.12 million compared to income before income taxes of ~~$1.33~~$2.01 million for the ~~six~~nine months ended ~~June~~September 30, 2007. The major components of each of revenues, store expenses, general and administrative expenses, total operating expenses and income tax expense are discussed below.

Revenues totaled ~~$6.14~~$9.84 million for the ~~six~~nine months ended ~~June~~September 30, 2008 compared to ~~$5.60~~$8.46 million for the ~~six~~nine months ended ~~June~~September 30, 2007. This increase resulted from the increase in the number of stores operating during the 2008 interim period due to our ~~small~~ acquisition of five stores in North Dakota operating under the name “Ameri-Cash,” ~~and~~ the acquisition of National Cash & Credit, ~~LLC.~~LLC and the acquisition of four stores from the “STEN” acquisition. During the ~~six-month~~nine-month period ended ~~June~~September 30, 2008 we originated approximately ~~$33.2~~$54.2 million in cash advance loans compared to ~~$29.7~~$45.9 million during the 2007 interim period. Our average loan (including fee) totaled approximately $351 during the period ended ~~June~~September 30, 2008 versus $334 in the 2007 interim period. Our average fee rate for the ~~six~~nine months ended ~~June~~September 30, 2008 was ~~$50~~$52 compared to ~~$48~~$49 for the 2007 interim period. Revenues from check cashing, title loans, guaranteed phone/Cricket phone fees, and other sources totaled ~~$1.27~~$1.93 million and ~~$1.25~~$1.73 for the ~~six~~nine month periods ended ~~June~~September 30, 2008 and 2007, respectively.

The following table summarizes our revenues for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively:

Six Months Ended June 30,

Six Months Ended June 30,

2008

2007

2008

2007

(percentage of revenues)
Loan Fees $ 4,874,641 $ 4,347,512 79.3 % 77.6 %
Check cashing fees 629,154 731,740 10.3 % 13.1 %
Guaranteed phone/Cricket fees 313,682 438,643 5.1 % 7.8 %
Title loan fees 221,640 - 3.6 % -
Other fees 105,292 84,420 1.7 % 1.5 %
Total $ 6,144,409 $ 5,602,315 100.0 % 100.0 %

	Nine Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008			2007
					(percentage of revenues)
Payday loan fees	$	7,905,942	$	6,742,867		80.4	%		79.5	%
Check cashing fees		908,941		1,042,249		9.2	%		12.3	%
Guaranteed phone/Cricket fees		444,087		593,431		4.5	%		7.0	%
Title loan fees		433,359		-		4.4	%
Other fees		145,975		98,620		1.5	%		1.2	%
Total	$	9,838,303	$	8,459,167		100.0	%		100.0	%

Due mainly to our commencement of title lending activities in connection with our acquisition of National Cash & Credit, our sources of revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 are slightly more diversified than the ~~six~~nine months ended ~~June~~September 30, 2007.

Total expenses associated with store operations for the ~~six~~nine months ended ~~June~~September 30, 2008 were ~~$4.20~~$6.61 million compared to ~~$3.45~~$5.21 million for the ~~six~~nine months ended ~~June~~September 30, 2007. The most significant components of these expenses were salaries and benefits, provisions for loan losses, guaranteed phone/Cricket costs of sales, occupancy costs, advertising expenses, depreciation of store equipment, amortization of intangible assets and other expenses associated with store operations.

Our most significant increases in store expenses from the two interim periods related to salaries and benefits for our store employees, provisions for loan losses, and our costs of occupancy. As with our fiscal year-end results, guaranteed phone/Cricket phone costs of sales showed continued reductions in expense resulting from slowing guaranteed phone/Cricket phone sales overall. In the ~~six~~nine months ending ~~June~~September 30, 2008 we also modestly decreased advertising expenses. A discussion of the various components of our store expenses for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007 appears below.

Salaries and ~~Benefits.~~Benefits. Payroll and related costs at the store level were ~~$1.61~~$2.47 million compared to ~~$1.32~~$1.97 million for the periods ended ~~June~~September 30, 2008 and 2007, respectively. Increased salaries and benefits expense resulted from of our addition of several store locations. We expect that, with anticipated continued store growth, these salaries and benefits expenses will continue to increase.

Provisions for Loan ~~Losses.~~Losses. For the ~~six~~nine months ended ~~June~~September 30, 2008 our provisions for loan losses were ~~$.79~~$1.42 million. For the ~~six~~nine months ended ~~June~~September 30, 2007 such provisions were ~~$.64~~$1.06 million. Our provisions for loan losses represented approximately ~~16.3%~~17.1% and ~~14.8%~~15.7% of our loan and title fee revenue for the ~~six~~nine months ended ~~June~~September 30, 2008 and 2007, respectively. We believe that the increased loss ratio for the comparable periods results from both our increased store count, since the processes of integrating acquired store locations frequently involves some amount of time before store management had adopted and implemented our protective pre-transaction measures, and a more challenging consumer collections environment in general. The more challenging environment is mainly reflected by increased bankruptcy filings, higher energy and other consumer prices. Presently, we do not foresee any ~~certain~~ end to the current economic downturn and as a result we expect higher loan losses during fiscal 2008 than those we experienced during 2007.

Guaranteed phone/~~Cricket.~~Cricket. Guaranteed phone/Cricket costs (reflecting costs of sales of such items) decreased from ~~$.26~~$.34 million for the ~~six~~nine months ended ~~June~~September 30, 2007 to ~~$.17~~$.22 for the ~~six~~nine months ended ~~June~~September 30, 2008, a decrease of ~~$.09~~$.12 million. This decrease has followed our expectations that our guaranteed ~~phone/Cricket~~ phone line of business will become increasingly less significant to our overall revenues as consumers move away from home phones in general (which is where the guaranteed ~~phone/Cricket~~ phone product is used) toward cell phones. ByWe expect the Cricket line of business to increase through the end of fiscal 2008 ~~we do not expect that this line~~and in the foreseeable future as a result of ~~business will be significant.~~continued growth through the Company’s existing Cricket stores and the addition of the nine Cricket stores acquired under the PQH Wireless transaction described above.

Occupancy ~~Costs.~~Costs. Occupancy expenses, comprised mainly of store leases, were ~~$.52~~$.82 million for the ~~six~~nine months ended ~~June~~September 30, 2008 versus ~~$.37~~$.56 million for the ~~six~~nine months ended ~~June~~September 30, 2007. The increase in our occupancy expenses relates to our acquisitions and operation of more stores during the most recent six-month period. In general, as we pursue a growth by small acquisitions strategy, we expect this trend to continue for the foreseeable future.

Summary cash flow data is as follows:

At ~~June~~September 30, 2008 we had cash of ~~$3.30~~$2.56 million compared to cash of $.98 million on December 31, 2007. The increase results mainly from our receipt of cash in the private placement transaction that closed simultaneously with the Merger. For fiscal year 2008, we believe that our available cash, combined with expected cash flows from operations, will be sufficient to fund our liquidity and capital expenditure requirements ~~during fiscal~~for the remainder 2008. Our expected short-term uses of cash include funding of operating activities, anticipated increases in payday loans, dividend payments on our Series A preferred stock (to the extent approved by the Board of Directors), and the financing of expansion activities, including new store openings and store acquisitions.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 5. Other Information

~~None.~~On November 13, 2008, Wyoming Financial Lenders, Inc. entered into a Business Loan Agreement and associated agreements with Banco Popular North America, located in Rosemont, Illinois. The Business Loan Agreement provides Wyoming Financial Lenders with a one-year revolving line of credit in an amount of up to $2,000,000. The Business Loan Agreement contained customary representations and warranties, and contained certain financial covenants (including the satisfaction of certain financial criteria, as a condition to loan advances, such as current ratio and debt-to-adjusted-net-worth ratio).

The Business Loan Agreement involved the delivery by Wyoming Financial Lenders of a promissory note in favor of Banco Popular. Under the promissory note, interest on advanced amounts accrues at the per annum rate of one point over the Banco Popular North America Prime Rate (which rate is presently 4.5%). Initially, therefore, interest will accrue at the rate of 5.5%. Payments consisting solely of accrued interest will be made on a monthly basis beginning on November 29, 2008. All accrued and unpaid interest, together with all outstanding principal, will be due on October 30, 2009. Amounts advanced under the Business Loan Agreement are guaranteed by the Company and personally by Christopher Larson, our Chief Executive Officer. These guarantees are for payment and performance (not of collection), which means that Banco Popular may enforce either or both of the guarantees without having earlier exhausted its remedies against Wyoming Financial Lenders.

Defaults occur under the Business Loan Agreement in the event of:

Default in payment

Default by Wyoming Financial Lenders under the Business Loan Agreement or any of the other agreements entered into in connection with the Business Loan Agreement

Default under any other material agreement to which Wyoming Financial Lenders or any guarantor is a party

Insolvency of Wyoming Financial Lenders

An adverse change in the financial condition of Wyoming Financial Lenders

Defective collateralization or the commencement of creditor proceedings against borrower or against any collateral securing the obligations under the Business Loan Agreement, or

A change in control of more than 25% of the common stock of Wyoming Financial Lenders

In the event of any default, Banco Popular may accelerate all amounts due subject to a ten-day right to cure applicable in certain circumstances.

In connection with the Business Loan Agreement, both Wyoming Financial Lenders and the Company granted security to Banco Popular. In particular, Wyoming Financial Lenders granted Banco Popular a security interest in substantially all of its assets, and the Company pledged its ownership (i.e., shares of common stock) in Wyoming Financial Lenders.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).

Western Capital Resources, Inc.

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1214

Item 3. Quantitative and Qualitative Disclosures About Market Risk		1921

Item 4T. Controls and Procedures		1921

PART II. OTHER INFORMATION
Item 1. Legal Proceedings		1921

Item 1A. Risk Factors		20 22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2022

Item 3. Defaults Upon Senior Securities		20 22

Item 4. Submission of Matters to a Vote of Security Holders		20 22

Item 5. Other Information		20 22

Item 6. Exhibits		21 24

SIGNATURES		21 24

	June 30, 2008			December 31, 2007			September 30, 2008			December 31, 2007
	(Unaudited)						(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	3,300,824		$	984,625		$	2,557,246		$	984,625
Loans receivable (less allowance for losses of $1,014,000 and $976,000)		4,844,155			4,117,497
Loans receivable (less allowance for losses of $1,406,000 and $976,000)								5,730,777			4,117,497
Stock subcriptions receivable		-			4,422,300			-			4,422,300
Prepaid expenses and other		211,672			92,333			124,653			92,333
Deferred Income Taxes		410,000			526,000
Deferred income taxes								550,000			526,000
TOTAL CURRENT ASSETS		8,766,651			10,142,755			8,962,676			10,142,755

PROPERTY AND EQUIPMENT		886,840			631,736			1,004,114			631,736

GOODWILL		10,443,388			9,883,659			10,443,394			9,883,659

INTANGIBLE ASSETS		156,060			90,926			120,833			90,926

OTHER		-			167,000			-			167,000

TOTAL ASSETS	$	20,252,939		$	20,916,076		$	20,531,017		$	20,916,076

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current maturities - notes payable							$	100,000		$	-
Accounts payable and accrued liabilities	$	948,685		$	1,908,844			1,034,476			1,908,844
Accounts payable - related parties		-			950,935			-			950,935
Accrued dividend payable		525,000			-			525,000			-
Deferred revenue		283,197			262,357			308,052			262,357
TOTAL CURRENT LIABILITIES		1,756,882			3,122,136			1,967,528			3,122,136

DEFERRED INCOME TAXES		672,000			545,000
LONG-TERM LIABILITIES
Notes payable less current maturities								187,500			-
Deferred income taxes								747,000			545,000
TOTAL LONG TERM LIABILITIES								934,500			545,000

TOTAL LIABILITES		2,428,882			3,667,136			2,902,028			3,667,136

STOCKHOLDERS' EQUITY
Series A convertible preferred stock 10% cumulative dividends, $0.01 par value, $2.10 stated value. 10,000,000 shares authorized, issued and outstanding		100,000			100,000			100,000			100,000
Common stock, no par value. 240,000,000 shares authorized, 8,889,644 and 6,299,753 shares issued and outstanding. Additional paid-in capital		18,981,643			17,639,318
Common stock, no par value. 240,000,000 shares authorized, 8,889,644 and 6,299,753 shares issued and outstanding.
Additional paid-in capital								18,912,792			17,639,318
Retained earnings (deficit)		(1,257,586	)		(490,378	)		(1,383,803	)		(490,378	)
TOTAL STOCKHOLDERS' EQUITY		17,824,057			17,248,940			17,628,989			17,248,940

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	20,252,939		$	20,916,076		$	20,531,017		$	20,916,076

	For Three months ended			For Three months ended			For six months ended			For six months ended			For three months ended			For three months ended			For nine months ended			For nine months ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007			September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007

REVENUES
Cash advance loan fees	$	2,624,365		$	2,197,206		$	4,874,641		$	4,347,512
Payday loan fees													$	3,031,301		$	2,377,355		$	7,905,942		$	6,724,867
Check cashing fees		283,063			325,295			629,154			731,740			279,787			310,509			908,941			1,042,249
Guaranteed phone/Cricket fees		145,331			171,247			313,682			438,643			130,405			154,788			444,087			593,431
Title loan fees		158,902			-			221,640			-			211,719			-			433,359			-
Other fees		43,240			36,894			105,292			84,420			40,682			14,200			145,973			98,620
		3,254,901			2,730,642			6,144,409			5,602,315			3,693,894			2,856,852			9,838,302			8,459,167

STORE EXPENSES
Salaries and benefits		846,970			638,639			1,610,847			1,322,610			862,987			651,202			2,473,834			1,973,812
Provisions for loan losses		438,882			369,656			794,956			643,138			629,485			413,277			1,424,441			1,056,415
Guaranteed phone/Cricket cost of sales		66,427			103,662			173,303			256,399
Guaranteed phone/Cricket														50,247			87,999			223,550			344,398
Occupancy		299,401			188,568			518,065			374,438			303,546			184,785			821,611			559,223
Advertising		93,094			96,188			178,620			222,477			106,056			106,297			284,676			328,774
Depreciation		48,532			23,209			81,145			57,897			45,111			26,742			126,257			84,639
Amortization of intangible assets		47,711			34,101			84,866			68,202			35,233			34,102			120,099			102,305
Other		399,815			214,775			753,888			505,094			377,439			251,693			1,131,327			756,786
		2,240,832			1,668,798			4,195,690			3,450,255			2,410,104			1,756,097			6,605,795			5,206,352

INCOME FROM STORES		1,014,069			1,061,844			1,948,719			2,152,060			1,283,790			1,100,755			3,232,507			3,252,815

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits		315,349			231,905			596,393			610,115			355,381			260,098			951,774			870,213
Depreciation		7,180			11,125			16,976			21,417			13,502			10,767			30,477			32,184
Other		170,942			93,196			841,558			189,826			284,123			94,284			1,125,680			284,110
		493,471			336,226			1,454,927			821,358			653,006			365,149			2,107,931			1,186,507

INCOME BEFORE INCOME TAXES		520,598			725,618			493,792			1,330,702			630,784			735,606			1,124,576			2,066,308

INCOME TAX EXPENSE		204,000			273,000			211,000			501,000			232,000			277,000			443,000			778,000

NET INCOME		316,598			452,618			282,792			829,702			398,784			458,606			681,576			1,288,308

SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumed for 2007)		(525,000	)		(525,000	)		(1,050,000	)		(1,050,000	)		(525,000	)		(525,000	)		(1,575,000	)		(1,575,000	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(208,402	)	$	(72,382	)	$	(767,208	)	$	(220,298	)
NET (LOSS) AVAILABLE TO COMMON STOCKHOLDERS													$	(126,216	)	$	(66,394	)	$	(893,424	)	$	(286,692	)

NET LOSS PER COMMON SHARE-
NET (LOSS) PER COMMON SHARE-
Basic and diluted	$	(0.02	)	$	(0.06	)	$	(0.09	)	$	(0.20	)	$	(0.01	)	$	(0.06	)	$	(0.10	)	$	(0.25	)

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING -
Basic and diluted		8,889,644			1,125,000			8,178,339			1,125,000			8,889,644			1,125,000			8,644,065			1,125,000

Six Months Ended June 30, 2008	2008			2007
Nine Months Ended September 30, 2008 and 2007							2008			2007

OPERATING ACTIVITIES
Net Income	$	282,792		$	829,702		$	681,576		$	1,288,308
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		98,121			79,314			156,734			116,823
Amortization		84,866			68,204			120,099			102,304
Deferred income taxes		243,000			188,000			178,000			(227,000	)
Changes in operating assets and liabilities
Loans receivable		123,919			147,364			(546,249	)		8,637
Prepaid expenses and other assets		47,661			43,430			161,611			45,190
Accounts payable and accrued liabilities		(1,974,931	)		(18,877	)		(1,889,139	)		(33,971	)
Deferred revenue		20,840			6,825			45,695			(23,374	)
Net cash provided (used) by operating activities		(1,073,732	)		1,343,962
Net cash (used in) provided by operating activities								(1,091,673	)		1,276,917

INVESTING ACTIVITIES
Purchase of property, plant equipment		(159,924	)		(90,655	)
Purchase of property, plant and equipment								(299,164	)		(106,281	)
Acquisition of stores, net of cash acquired		(351,900	)		-			(344,447	)		-
Net cash used by investing activities		(511,824	)		(90,655	)		(643,611	)		(106,281	)

FINANCING ACTIVITIES
Payments on notes payable		-			(530,000	)		-			(530,000	)
Collection on sales of stock		4,437,050			-
Contributions from shareholders								4,437,050			-
Cost of raising capital		(10,295	)		-			(79,145	)		-
Dividends to shareholders		(525,000	)		(608,748	)		(1,050,000	)		(674,920	)
Net cash provided (used) by financing activities		3,901,755			(1,138,748	)		3,307,905			(1,204,920	)

NET INCREASE IN CASH		2,316,199			114,559
NET (DECREASE) INCREASE IN CASH								1,572,621			(34,284	)

CASH
Beginning of period		984,625			1,265,461
End of period	$	3,300,824		$	1,380,020
Beginning of the period								984,625			1,265,460
End of the period							$	2,557,246		$	1,231,176

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Income taxes paid	$	-		$	191,000
Income Taxes Paid							$	-		$	649,971

Noncash investing and financing activities:
Dividend accrued	$	525,000			-
Stock issued for store acquistion		1,337,869			-
Dividend Accrued							$	525,000		$	-
Stock issued for NCC acquistion								1,337,869			-
Notes issued for acquisition of STEN stores								287,500

	Nine Months Ended September 30,
	2008			2007
Loans receivable allowance, beginning of period	$	976,000		$	762,000
Provision for loan losses charged to expense		1,424,441			1,056,415
Charge-offs, net		(994,441	)		(891,415	)
Loans receivable allowance, end of period	$	1,406,000		$	927,000

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company þ

	Page(s)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Income	5

Condensed Consolidated Statements of Cash Flows	6

Notes to Condensed Consolidated Financial Statements	7

	Six Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008			2007
					(percentage of revenues)
Loan Fees	$	4,874,641	$	4,347,512		79.3	%		77.6	%
Check cashing fees		629,154		731,740		10.3	%		13.1	%
Guaranteed phone/Cricket fees		313,682		438,643		5.1	%		7.8	%
Title loan fees		221,640		-		3.6	%		-
Other fees		105,292		84,420		1.7	%		1.5	%
Total	$	6,144,409	$	5,602,315		100.0	%		100.0	%

	Six-Months Ended June 30,						Nine-Months Ended September 30,
	2008			2007			2008			2007

Cash flows provided (used) by :
Operating activities	$	(1,073,732	)	$	1,343,962		$	(1,091,673	)	$	1,276,916
Investing activities		(511,824	)		(90,655	)		(643,611	)		(106,281	)
Financing activities		3,901,755			(1,138,748	)		3,307,905			(1,204,920	)
Net increase in cash		2,316,199			114,559
Net increase (decrease) in cash								1,572,621			(34,285	)
Cash, beginning of period		984,625			1,265,461			984,625			1,265,460
Cash, end of period	$	3,300,824		$	1,380,020		$	2,557,246		$	1,231,175

Exhibit		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).

32		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).

Dated: ~~August 14,~~November 19, 2008	Western Capital Resources, Inc.
	(Registrant)

	By:	/s/ Christopher Larson
		Christopher Larson
		Chief Executive Officer

	By:	/s/ Steve Staehr
		Steve Staehr
		Chief Financial Officer

	2008			2008

Cash	$	139,017		$	139,017
Loans receivable		850,577			850,577
Property and equipment		193,301			193,301
Intangible assets		110,000			150,000
Goodwill		599,729			559,729
Current liabilities		(63,837	)		(63,837	)

	$	1,828,787		$	1,828,787