Registrant’s telephone number, including area code: (402) 551-8888

~~N/A~~

	N/A

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

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

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. Yesþ No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨ Noþ

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November ~~14, 2012,~~12, 2013, the registrant had outstanding ~~5,397,780~~60,220,165 shares of common stock, no par value per share.

~~RELIANCE ON SECURITIES EXCHANGE COMMISSION EXEMPTIVE ORDER~~

~~PURSUANT TO SECTIONS 17A and 36 of the SECURITIES AND EXCHANGE ACT OF 1934~~

~~(SEC Release No. 68224 dated November 14, 2012)~~

The registrant is filing this Quarterly Report on Form 10-Q, for the period ended September 30, 2012, in reliance on the Securities Exchange Commission’s Exemptive Order, issued pursuant to Sections 17A and 36 of the Securities and Exchange Act of 1934 and contained in SEC Release No. 68224 dated November 14, 2012. The registrant was unable to meet the original filing deadline for the above-referenced report (i.e., November 14, 2012) due primarily to slowdowns in the processing and confirmation of XBRL tagging and accuracy, and the inability of the registrant to consummate a final legal review of such report prior to the close of business on November 14, 2012.

Western Capital Resources, Inc.

Index

	Page
PART I.FINANCIAL INFORMATION
Item 1. Financial Statements	32

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1412

Item 4. Controls and Procedures	2220

PART II. OTHER INFORMATION
~~Item 3. Defaults Upon Senior Securities~~	22

Item 6. Exhibits	2321

SIGNATURES	24

122

	1

PARTI. FINANCIAL INFORMATION

Item 1. Financial Statements

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONTENTS

	Page

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	3

Condensed Consolidated Statements of Income	4

Condensed Consolidated Statements of Cash Flows	5

Notes to Condensed Consolidated Financial Statements	6

	2

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2012 December 31, 2011
(Unaudited)
ASSETS

CURRENT ASSETS
Cash $ 1,743,026 $ 1,909,442
Loans receivable (less allowance for losses of $1,084,000 and $1,001,000) 4,871,611 4,887,813
Inventory 567,275 756,528
Prepaid expenses and other 496,438 451,751
Deferred income taxes 446,000 413,000
TOTAL CURRENT ASSETS 8,124,350 8,418,534

PROPERTY AND EQUIPMENT 789,451 757,747

GOODWILL 12,672,569 12,393,869

INTANGIBLE ASSETS 237,420 309,552

OTHER 160,270 142,074

TOTAL ASSETS $ 21,984,060 $ 22,021,776

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,938,234 $ 2,323,730
Note payable – short-term - 1,000,000
Current portion long-term debt 1,936,406 695,123
Preferred dividend payable 5,125,000 3,550,000
Deferred revenue 271,520 314,561
TOTAL CURRENT LIABILITIES 9,271,160 7,883,414

LONG-TERM LIABILITIES
Notes payable – long-term - 1,210,065
Deferred income taxes 714,000 530,000
TOTAL LONG-TERM LIABILITIES 714,000 1,740,065
TOTAL LIABILITES 9,985,160 9,623,479

SHAREHOLDERS’ 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
Common stock, no par value, 240,000,000 shares authorized, 5,397,780 and 7,446,007 shares issued and outstanding - -
Additional paid-in capital 17,914,543 18,221,777
Accumulated deficit (6,015,643 ) (5,923,480 )
TOTAL SHAREHOLDERS’ EQUITY 11,998,900 12,398,297

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 21,984,060 $ 22,021,776

	September 30, 2013
	(Unaudited)		December 31, 2012
ASSETS

CURRENT ASSETS
Cash	$	2,237,688	$	2,246,619
Loans receivable (less allowance for losses of $1,127,000 and $1,191,000)		5,053,625		5,084,510
Inventory		1,558,011		1,084,510
Prepaid expenses and other		445,581		486,239
Deferred income taxes		464,000		484,000
TOTAL CURRENT ASSETS		9,758,905		9,385,878

PROPERTY AND EQUIPMENT		1,008,848		855,719

GOODWILL		12,894,069		12,774,069

INTANGIBLE ASSETS		147,656		230,891

OTHER		128,093		126,991

TOTAL ASSETS	$	23,937,571	$	23,373,548

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,920,159	$	3,119,786
Note payable – short-term		-		405,163
Current portion long-term debt		2,750,000		210,065
Deferred revenue		278,902		293,294
TOTAL CURRENT LIABILITIES		5,949,061		4,028,308

LONG-TERM LIABILITIES
Note payable – long-term		-		2,750,000
Deferred income taxes		1,062,000		871,000
TOTAL LONG-TERM LIABILITIES		1,062,000		3,621,000

TOTAL LIABILITIES		7,011,061		7,649,308

SHAREHOLDERS’ EQUITY
Common stock, no par value, 240,000,000 shares authorized, 60,220,165 and 60,397,780 shares issued and outstanding.		-		-
Additional paid-in capital		22,353,600		22,371,362
Accumulated deficit		(5,427,090)		(6,647,122)
TOTAL SHAREHOLDERS’ EQUITY		16,926,510		15,724,240

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	23,937,571	$	23,373,548

See notes to condensed consolidated financial statements.

	3

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended Nine months ended
September 30, 2012 September 30, 2011 September 30, 2012 September 30, 2011
REVENUES
Payday loan fees $ 2,601,109 $ 2,514,814 $ 7,260,767 $ 7,136,583
Phones and accessories 1,763,282 829,639 6,133,307 3,225,502
Cricket service fees 1,380,660 902,296 4,859,027 2,367,769
Installment interest income 315,943 233,003 760,608 313,765
Check cashing fees 145,487 149,596 487,894 536,741
Other income and fees 105,040 76,518 254,657 204,219
6,311,521 4,705,866 19,756,260 13,784,579

STORE EXPENSES
Salaries and benefits 1,614,820 1,085,630 4,908,008 3,231,238
Phone and accessories cost of sales 1,194,653 534,720 4,125,666 1,925,961
Occupancy 566,214 391,021 1,677,965 1,205,018
Provisions for loan losses 546,080 502,809 1,178,588 956,898
Advertising 82,272 82,146 239,652 247,033
Depreciation 72,779 63,568 212,704 190,592
Amortization of intangible assets 56,385 116,369 172,632 345,017
Other 884,737 577,916 2,408,473 1,699,934
5,017,940 3,354,179 14,923,688 9,801,691

INCOME FROM STORES 1,293,581 1,351,687 4,832,572 3,982,888

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits 439,792 432,954 1,396,878 1,284,769
Depreciation 5,616 6,582 16,722 16,290
Interest expense 51,114 58,868 180,501 215,633
Other 246,015 258,079 824,634 772,908
742,537 756,483 2,418,735 2,289,600

INCOME BEFORE INCOME TAXES 551,044 595,204 2,413,837 1,693,288

INCOME TAX EXPENSE 211,000 234,000 931,000 650,000

NET INCOME 340,044 361,204 1,482,837 1,043,288

SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumes all paid) (525,000 ) (525,000 ) (1,575,000 ) (1,575,000 )

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (184,956 ) $ (163,796 ) $ (92,163 ) $ (531,712 )

NET LOSS PER COMMON SHARE
Basic and diluted $ (0.03 ) $ (0.02 ) $ (0.02 ) $ (0.07 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted 5,397,780 7,446,007 5,767,922 7,446,007

	Three months ended				Nine months ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
REVENUES
Phones and accessories	$	3,071,402		1,763,282	$	8,700,236		6,133,307
Payday loan fees		2,573,788		2,601,109		7,314,366		7,260,767
Cellular sales and service fees		2,245,856		1,380,660		5,852,024		4,859,027
Installment interest income		307,100		315,943		797,218		760,608
Check cashing fees		116,222		145,487		397,700		487,894
Other income and fees		281,902		105,040		721,918		254,657
		8,596,270		6,311,521		23,783,462		19,756,260

STORE EXPENSES
Phone and accessories cost of sales		2,553,880		1,194,653		6,980,858		4,125,666
Salaries and benefits		1,958,872		1,614,820		5,468,861		4,908,008
Occupancy		677,089		566,214		1,953,905		1,677,965
Provisions for loan losses		575,355		546,080		1,320,546		1,178,588
Advertising		88,995		82,272		261,713		239,652
Depreciation		89,514		72,779		255,595		212,704
Amortization of intangible assets		36,194		56,385		112,735		172,632
Other		1,141,614		884,737		2,903,731		2,408,473
		7,121,513		5,017,940		19,257,944		14,923,688

INCOME FROM STORES		1,474,757		1,293,581		4,525,518		4,832,572

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits		498,488		439,792		1,496,730		1,396,878
Depreciation		7,200		5,616		20,028		16,722
Interest expense		83,178		51,114		249,069		180,501
Other		258,312		246,015		798,659		824,634
		847,178		742,537		2,564,486		2,418,735

INCOME BEFORE INCOME TAXES		627,579		551,044		1,961,032		2,413,837

INCOME TAX EXPENSE		235,000		211,000		741,000		931,000

NET INCOME		392,579		340,044		1,220,032		1,482,837

SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumes all paid)		-		(525,000)		-		(1,575,000)

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	392,579	$	(184,956)	$	1,220,032	$	(92,163)

NET INCOME (LOSS) PER COMMON SHARE
Basic and diluted	$	0.01	$	(0.03)	$	0.02	$	(0.02)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		60,220,165		5,397,780		60,253,346		5,767,922

See notes to condensed consolidated financial statements.

	4

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended
September 30, 2012 September 30, 2011

OPERATING ACTIVITIES
Net Income $ 1,482,837 $ 1,043,288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 229,426 206,882
Amortization 172,632 345,017
Deferred income taxes 151,000 147,000
Loss on disposal of property and equipment - 27,342
Changes in operating assets and liabilities
Loans receivable 16,202 277,637
Inventory 190,853 32,245
Prepaid expenses and other assets (58,483 ) (183,210 )
Accounts payable and accrued liabilities (385,496 ) (262,782 )
Deferred revenue (43,041 ) (33,205 )
Net cash provided by operating activities 1,755,930 1,600,214

INVESTING ACTIVITIES
Purchase of property, equipment and intangibles (191,130 ) (125,414 )
Acquisitions, net of cash acquired (455,200 ) (453,000 )
Net cash used by investing activities (646,330 ) (578,414 )

FINANCING ACTIVITIES
Payments on notes payable – short-term (1,000,000 ) (1,000,000 )
Payments on notes payable – long-term (518,782 ) (438,648 )
Advances from notes payable – long-term 550,000 -
Common stock redemption (307,234 ) -
Net cash used by financing activities (1,276,016 ) (1,438,648 )

NET DECREASE IN CASH (166,416 ) (416,848 )

CASH
Beginning of period 1,909,442 2,092,386
End of period $ 1,743,026 $ 1,675,538

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $ 835,968 $ 830,234
Interest paid $ 190,607 $ 228,256

	Nine Months Ended
	September 30, 2013		September 30, 2012

OPERATING ACTIVITIES
Net Income	$	1,220,032	$	1,482,837
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		275,623		229,426
Amortization		112,735		172,632
Deferred income taxes		211,000		151,000
Changes in operating assets and liabilities
Loans receivable		30,885		16,202
Inventory		(473,501)		190,853
Prepaid expenses and other assets		39,556		(58,483)
Accounts payable and accrued liabilities		(358,775)		(385,496)
Deferred revenue		(14,392)		(43,041)
Net cash provided by operating activities		1,043,163		1,755,930

INVESTING ACTIVITIES
Purchase of property, equipment and intangible		(276,104)		(191,130)
Acquisition of stores, net of cash acquired		(143,000)		(455,200)
Net cash used by investing activities		(419,104)		(646,330)

FINANCING ACTIVITIES
Payments on notes payable – short-term		(405,163)		(1,000,000)
Payments on notes payable – long-term		(210,065)		(518,782)
Advances from notes payable – long-term		-		550,000
Common stock redemption		(17,762)		(307,234)
Net cash used by financing activities		(632,990)		(1,276,016)

NET DECREASE IN CASH		(8,931)		(166,416)

CASH
Beginning of period		2,246,619		1,909,442
End of period	$	2,237,688	$	1,743,026

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	481,253	$	835,968
Interest paid	$	248,962	$	190,607

Noncash investing and financing activities:
Accrued purchase of property and equipment	$	159,148	$	-

See notes to condensed consolidated financial statements.

	5

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Basis of Presentation, Nature of Business and Summary of Significant Accounting Policies –~~

1. Basis of Presentation, Nature of Business and Summary of Significant Accounting Policies –

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (SEC) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~three~~three- and ~~nine~~nine- month periods ended September 30, ~~2012~~2013 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2012.~~2013. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in our Form 10-K as of and for the year ended December 31, ~~2011.~~2012. The condensed consolidated balance sheet at December 31, ~~2011,~~2012, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

Nature of Business

Western Capital Resources, Inc. (WCR), through its wholly owned operating subsidiaries, Wyoming Financial Lenders, Inc. (WFL), Express Pawn, Inc. (EP), and PQH Wireless, Inc. (PQH), collectively referred to as the “Company,” provides retail financial services to individuals and operates retail cellular and retail ~~cellular phone sales to individuals~~pawn stores primarily in the Midwestern ~~and Southwestern~~ United States. ~~As of September 30, 2012, the~~The Company operated 51 ~~“payday”~~“Payday” stores, one payday/pawn store, and one ~~payday/~~pawn store in nine states (Colorado, Iowa, Kansas, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming) ~~and~~as of September 30, 2013. The Company operated ~~50 Cricket wireless~~60 cellular retail stores in 14 states (Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon, Texas, and Washington). as of September 30, 2013. The ~~condensed~~ consolidated financial statements include the accounts of WCR, WFL, PQH, and ~~PQH.~~EP. All significant intercompany balances and transactions have been eliminated in consolidation.

~~The Company, through its “payday”~~

Through our “Consumer Finance” division, ~~provides~~we provide non-recourse cash advance and installment loans, ~~small unsecured installment~~collateralized non-recourse pawn loans, check cashing and other money ~~services.~~services, and operate retail pawn stores. The short-term uncollateralized non-recourse consumer loans, known as ~~cash advance loans~~“cash advance” or “payday” loans, are 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. The fee varies from state to state, based on applicable regulations, and generally ranges from $15 to $22 ~~for~~per each ~~whole or partial increment of~~ $100 borrowed. To repay ~~the~~a cash advance loan, a customer 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. Installment loans provide customers with cash in exchange for a promissory note with a maturity of generally three to six ~~months.~~months and are unsecured. The fee and interest rate on installment loans vary based on applicable regulations. ~~Like cash advance~~

In August 2012, we opened our first pawn store by converting an existing payday location into a joint payday/pawn store. We opened our second pawn store in May 2013. We provide collateralized non-recourse loans, commonly known as “pawn loans”, with maturities of one to four months, depending on the state. Allowable service charges will vary by state. Our pawn loans earn 15% to 20% per month. The loan amount varies depending on the valuation of each item pawned. We generally lend from 30% to 55% of the collateral’s estimated resale value depending on an evaluation of several factors. Customers then have the option to redeem the pawned merchandise during the term or ~~“payday” loans, installment loans are unsecured.~~

~~The Company~~at expiration of the pawn loan or else forfeit the merchandise to us on expiration. At our pawn stores we sell merchandise acquired through either customer forfeiture of pawn collateral or second-hand merchandise purchased from customers or consigned to us.

We also ~~provides~~provide title loans and other ancillary consumer financial products and services that are complementary to ~~its~~our cash advance-lending business, such as check-cashing services, money transfers and money orders. In our check-cashing business, we primarily cash payroll checks, but we also cash government assistance, tax refund and insurance checks or drafts. Our fees for cashing payroll checks average approximately 2.5% of the face amount of the check, subject to local market conditions, and this fee is deducted from the cash given to the customer for the check. We display our check-cashing fees in full view of our customers on a menu board in each store and provide a detailed receipt for each transaction. Although we have established guidelines for approving check-cashing transactions, we have no preset limit on the size of the checks we will cash.

Our loans and other related services are subject to state regulations (which vary from state to state), federal regulations and local regulations, where applicable.

~~The Company~~

	6

We also ~~operates~~operate a ~~Cricket Wireless Retail~~“Cellular Retail” division that is aan authorized Cricket premier dealer, ~~for Cricket Communications, Inc., reselling~~selling cellular phones and accessories, providing ancillary services and accepting service payments from ~~Cricket~~ customers.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with ~~accounting principles generally accepted in the United States of America~~GAAP requires management to make estimates and assumptions that may affect certain reported amounts and disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Significant management estimates relate to the loans receivable allowance, percentage of existing pawn loans that will be forfeited, allocation of and carrying value of goodwill and intangible assets, inventory valuation and obsolescence and deferred taxes and tax uncertainties.

Revenue Recognition

The Company recognizes fees on cash advance loans on a constant-yield basis ratably over the loans’ terms. Title and installment loan fees and interest are recognized using the interest method, except that installment loan origination fees are recognized as they become non-refundable, and installment loan maintenance fees are recognized when earned. The Company recognizes fees on redeemed pawn loans on a constant-yield basis ratably over the loans’ terms. No fees are recognized on forfeited pawn loans. The Company records revenue from check cashing fees, sales of phones, accessories, and ~~accessories~~pawn inventory, and fees from all other services in the period in which the sale or service is completed.

Loans Receivable Allowance

~~We maintain~~

The Company maintains a loan loss allowance for anticipated losses for our payday and installment ~~and~~loans. We do not record loan losses or charge-offs of pawn or title ~~loans.~~loans because the value of the collateral exceeds the loan amount. To estimate the appropriate level of the loan loss allowance, we consider the amount of outstanding ~~loans owed to us,~~loan principal, interest and fees, historical ~~loans charged off,~~charge offs, current and expected collection patterns and current economic trends. Our current ~~payday~~ loan loss allowance is based on our historical net write off percentage, net charge offs ~~typically expressed as a percentage of~~to loan principal, interest and fee amounts that originated ~~for~~during the last 24 months, applied against the ~~principal~~ balance of ~~outstanding loans that we write off. Our current installment~~ loan ~~loss allowance also factors in the delinquency status of loans within the installment portfolio.~~principal, interest and fees outstanding. The Company also periodically performs a look-back analysis on its loan loss allowance to verify ~~that~~ 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 unpaid principal, interest and fee balances of payday, installment, pawn and title loans that ~~are currently due or past due~~have not reached their maturity date, and “late” payday loans that have ~~not been repaid. This~~reached maturity within the last 180 days and have remaining outstanding balances. Late payday loans generally ~~is evidenced~~are unpaid loans 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 account, or other reasons. ~~Also included in loans receivable are current and delinquent installment and title loans.~~ Loans are carried at cost plus accrued interest or fees less payments made and the loans receivable allowance. The Company does not specifically reserve for any individual loan. The Company aggregates loan types 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 and delinquency status of installment loans.~~rates. The Company utilizes a software program to assist with the tracking of its historical portfolio statistics. All returned ~~payday~~ items are ~~charged off~~charged-off after 180 days, as collections after that date have not been significant. The loans receivable 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.

Net Income ~~(Loss)~~ Per Common Share

Basic net income ~~(loss)~~ per common share is computed by dividing the income ~~(loss)~~ available to common shareholders by the ~~weighted average~~weighted-average number of common shares outstanding for the year. There were no dilutive securities at September 30, 2013. Diluted net income ~~(loss)~~ per common share, applicable to the three and nine months ended September 30, 2013, is computed by dividing the net income ~~(loss)~~ available to common shareholders by the sum of the ~~weighted average~~weighted-average number of common shares outstanding plus potentially dilutive common share equivalents (convertible preferred shares) when dilutive. There were no outstanding shares of potentially dilutive Series A Convertible Preferred Stock at September 30, 2013. All shares of potentially dilutive Series A Convertible Preferred Stock outstanding at September 30, 2012 ~~and 2011~~ were anti-dilutive and therefore excluded from the dilutive net income ~~(loss)~~ per share ~~computation.~~

computation for that period.

Segment Reporting

The Company has grouped its operations into two segments – ~~Payday Operations~~Consumer Finance division and ~~Cricket Wireless~~Cellular Retail ~~Operations.~~division. The ~~Payday Operations segment~~Consumer Finance division provides financial and ancillary services. The Cellular Retail division is an authorized Cricket ~~Wireless Retail Operations segment is a~~premier dealer ~~for Cricket Communications, Inc., reselling~~selling cellular phones and accessories, providing ancillary services and ~~serving as a payment center for Cricket~~accepting service payments from customers.

	7

Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU permits an entity the option to first assess qualitative factors to determine whether it is more-likely-than-not that an indefinite-lived intangible asset is impaired. The results of the qualitative assessment would be used as a basis in determining whether it is necessary to perform the two-step quantitative impairment test. If the qualitative assessment supports the conclusion that it is more-likely-than-not that the fair value of the asset exceeds its carrying amount, the entity would not need to perform the two-step quantitative impairment test. The objective of this update is to reduce the cost and complexity of performing impairment tests for indefinite-lived intangible assets other than goodwill, and to improve consistency in impairment testing among long-lived asset categories. This ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed prior to the issuance of the final ASU, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The Company has not early-adopted this ASU and does not believe adoption will have a material effect on its financial condition and results of operations.

No ~~other~~ new accounting pronouncement issued or effective during the fiscal quarter has had or is expected to have a material impact on the condensed consolidated financial statements.

~~Risks Inherent in the Operating Environment –~~

2. Risks Inherent in the Operating Environment –

The Company’s ~~payday or short-term consumer loan~~Consumer Finance division activities are highly 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.

The Federal Trade Commission has issued an FTC Consumer Alert (Federal Trade Commission, March 2008, Consumer Alert entitled “Payday Loans Equal Very Costly Cash: Consumers Urged to Consider the Alternatives”) that discourages consumers from obtaining payday loans such as the loans we offer, primarily on the basis that the types of loans we offer are very costly and consumers should consider alternatives to accepting a payday loan. For further information, you may obtain a copy of the alert at www.ftc.gov/bcp/edu/pubs/consumer/alerts/alt060.shtm. The federal government also passed legislation, the 2007 Military Authorization Act, prohibiting us from offering or making our loans to members of the military when the interest and fees calculated as an annual percentage rate exceeds 36%. This limitation effectively prohibits us from utilizing our present business model for cash advance or “payday” lending when dealing with members of the U.S. military, and as a result we do not and do not plan to conduct payday lending business with U.S. military personnel. These facts evidence the widespread belief that our charges relating to our loans are too expensive to be good for consumers. Some consumer advocates and others have characterized payday lending as “predatory.” As a result, there are frequently attempts in the various state legislatures, and occasionally in the U.S. Congress, to limit, restrict or prohibit payday lending.

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was passed by the U.S. Congress and signed into law. Under the Act, a new Consumer Financial Protection Bureau (“CFPB”) will consolidate most federal regulation of financial services offered to consumers, and replace the Office of Thrift Supervision’s seat on the FDIC Board. Almost all credit providers, including mortgage lenders, providers of payday loans, other nonbank financial companies, and banks and credit unions with assets over $10 billion, will be subject to new regulations to be passed by the ~~Bureau.~~CFPB. While the ~~Bureau~~CFPB does not appear to have authority to make rules limiting interest rates or fees charged, the scope and extent of the ~~Bureau’s~~CFPB’s authority will nonetheless be broad, and it is expected that the ~~Bureau~~CFPB will address issues such as rollovers or extensions of payday loans and compliance with federal rules and regulations. Future restrictions on the payday lending industry by the CFPB could have serious consequences for the Company.

Any adverse change in present federal laws or regulations that govern or otherwise affect payday lending could result in ~~our~~ curtailment or cessation of the Company’s operations in certain jurisdictions or locations. Furthermore, any failure to comply with any applicable federal laws or regulations could result in fines, litigation, the closure of one or more store locations or negative publicity. Any such change or failure would have a corresponding impact on ~~our~~the Company’s results of operations and financial condition, primarily through a decrease in revenues resulting from the cessation or curtailment of operations, decrease in ~~our~~ operating income through increased legal expenditures or fines, and could also negatively affect ~~our~~the Company’s general business prospects ~~as well~~ if ~~we are~~the Company is unable to effectively replace such revenues in a timely and efficient manner or if negative publicity effects ~~our~~its ability to obtain additional financing as needed.

During the 2010 legislative session in Colorado, House Bill 10-1351 was passed into law. This bill amended the Colorado Deferred Deposit Loan Act, the existing payday lending law. The law became effective August 11, 2010 and modified traditional payday lending by changing the single payment advance (with no minimum term) into a single or multiple payment loan with a minimum six month term. It also limited the amount and type of fees that can be charged on these loans, effectively reducing by one-half the fees that can be charged and when the fees may be realized. At present, the Company continues to operate its sole store in Colorado while the impact to profitability of this new law is being assessed.

In May 2010, new laws were enacted in Wisconsin that restrict the number of times a consumer may renew (or rollover) a payday loan. Previously, there were no limits to the number of rollovers permitted. Effective January 1, 2011, consumers in Wisconsin are only allowed to renew a payday loan once, and then lenders are required to offer a 60-day, interest free, payment plan to consumers. As a result of these changes, we introduced an installment loan product in Wisconsin in 2011.

~~On November 2, 2010, voters in Montana passed Petition Initiative I-164. Effective January 1, 2011, Petition Initiative I-164 capped fees on payday loans at an imputed interest rate of 36%.The Company discontinued its operations in that state on December 31, 2010.~~

The passage of federal or state laws and regulations could, at any point, essentially prohibit the Company from conducting its payday lending business in its current form. Any such legal or regulatory change would certainly have a material and adverse effect on the Company, its operating results, financial condition and prospects, and perhaps even its viability.

On July 12, 2013, AT&T announced an agreement between AT&T and Leap Wireless to acquire Leap Wireless. Leap Wireless owns the Cricket Wireless business that is a critical component and focus of the Company’s Cellular Retail division. AT&T’s acquisition of Leap Wireless is subject to a number of conditions, including approval from the Federal Trade Commission for purposes of federal anti-trust laws. On October 30, 2013, Leap Wireless held a special shareholder meeting at which its shareholders approved, among other things, the July 12, 2013 Agreement and Plan of Merger with AT&T.

	8

For the nine months ended September 30, ~~2012~~2013 and ~~2011,~~2012, the Company had significant revenues by state (shown as a percentage of applicable division’s ~~revenue)~~revenue when over 10%) as follows:

Payday Division Cricket Wireless Division
2012
% of Revenues 2011
% of Revenues 2012
% of Revenues 2011
% of Revenues
Nebraska 26 % 28 % Missouri 15 % 27 %
Wyoming 15 % 15 % Nebraska 13 % 20 %
North Dakota 19 % 18 % Texas 13 % 13 %
Iowa 12 % 12 % Indiana 11 % 25 %

~~Loans Receivable –~~

Consumer Finance Division					Cellular Retail Division
	2013		2012			2013		2012
	% of Revenues		% of Revenues			% of Revenues		% of Revenues
Nebraska	28	%	26	%	Missouri	*	%	15	%
Wyoming	15	%	15	%	Nebraska	27	%	13	%
North Dakota	19	%	19	%	Texas	12	%	13	%
Iowa	12	%	12	%	Indiana	*	%	11	%

* Less than 10%

3. Loans Receivable –

At September 30, ~~2012~~2013 and December 31, ~~2011~~2012 our outstanding loans receivable aging was as follows:

Payday and Title Loans Installment Loans Total
September 30, 2012 December 31, 2011 September 30, 2012 December 31, 2011 September 30, 2012 December 31, 2011
Current $ 4,209,634 $ 4,373,116 $ 408,723 $ 252,736 $ 4,618,357 $ 4,625,852
1-30 297,166 211,550 51,237 85,433 348,403 296,983
31-60 250,715 189,304 16,178 30,526 266,893 219,830
61-90 210,919 186,385 3,677 36,544 214,596 222,929
91-120 208,248 170,622 721 - 208,969 170,622
121-150 158,707 188,983 88 - 158,795 188,983
151-180 139,598 163,614 - - 139,598 163,614
5,474,987 5,483,574 480,624 405,239 5,955,611 5,888,813
Allowance for losses (1,028,000 ) (942,000 ) (56,000 ) (59,000 ) (1,084,000 ) (1,001,000 )
$ 4,446,987 $ 4,541,574 $ 424,624 $ 346,239 $ 4,871,611 $ 4,887,813

~~Loans Receivable Allowance –~~

September 30, 2013
	Payday		Installment		Pawn & Title		Total
Current	$	4,139,950	$	265,264	$	279,297	$	4,684,511
1-30		289,985		102,580		-		392,565
31-60		237,222		60,305		-		297,527
61-90		238,541		26,299		-		264,840
91-120		208,944		7,506		-		216,450
121-150		191,414		3,401		-		194,815
151-180		124,670		5,247		-		129,917
		5,430,726		470,602		279,297		6,180,625
Allowance for losses		(1,063,000)		(64,000)		-		(1,127,000)
	$	4,367,726	$	406,602	$	279,297	$	5,053,625

December 31, 2012
	Payday		Installment		Pawn & Title		Total
Current	$	4,318,517	$	391,137	$	171,344	$	4,880,998
1-30		269,091		47,538		-		316,629
31-60		234,514		16,285		-		250,799
61-90		216,717		3,201		-		219,918
91-120		202,642		1,051		-		203,693
121-150		215,562		388		-		215,950
151-180		187,523		-		-		187,523
		5,644,566		459,600		171,344		6,275,510
Allowance for losses		(1,119,000)		(72,000)		-		(1,191,000)
	$	4,525,566	$	387,600	$	171,344	$	5,084,510

4. Loans Receivable Allowance –

As a result of the Company’s collection efforts, it historically writes off approximately ~~42%~~41% of the returned payday items. Based on the number of days past the check return date, write-offs of payday returned items historically have tracked at the following approximate percentages: 1 to 30 days – ~~42%~~42%; 31 to 60 days – ~~67%~~67%; 61 to 90 days – ~~84%~~84%; 91 to 120 days – ~~88%~~89%; and 121 to 180 days – ~~91%~~91%. A rollforward of the Company’s loans receivable allowance for the nine months ended September 30, ~~2012~~2013 and ~~2011~~2012 is as follows:

Nine Months Ended
September 30,
2012 2011

Loans receivable allowance, beginning of period $ 1,001,000 $ 1,165,000
Provision for loan losses charged to expense 1,178,588 956,898
Charge-offs, net (1,095,588 ) (1,135,898 )
Loans receivable allowance, end of period $ 1,084,000 $ 986,000

	Nine Months Ended
	September 30,
	2013		2012

Loans receivable allowance, beginning of period	$	1,191,000	$	1,001,000
Provision for loan losses charged to expense		1,320,546		1,178,588
Charge-offs, net		(1,384,546)		(1,095,588)
Loans receivable allowance, end of period	$	1,127,000	$	1,084,000

	5.9	~~Segment Information –~~

5. Note Payable – Short Term –

The Company’s short-term debt is as follows:

		September 30, 2013			December 31, 2012
Note payable to shareholders related to preferred stock conversion to common, due and payable, if no earlier payment demand is made, on April 30, 2013. The note accrues no interest.		$	-		$	405,163

6. Notes Payable – Long Term –

The Company’s long-term debt is as follows:

	September 30, 2013		December 31, 2012
Note payable (with a credit limit of $3,000,000) to River City Equity, Inc., a related party, with interest payable monthly at 12% due March 31, 2014 and upon certain events can be collateralized by substantially all assets of WCR.	$	2,750,000	$	2,750,000
Note payable to a related party with interest payable monthly at 10%, due March 1, 2013 and collateralized by substantially all assets of select locations of PQH.		-		94,397
Note payable to a related party with interest payable monthly at 10%, due April 1, 2013 and collateralized by substantially all assets of select locations of PQH.		-		115,668
Total		2,750,000		2,960,065
Less current maturities		2,750,000		210,065
	$		$	2,750,000

7. Other Expense –

A breakout of other expense is as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012

Store expenses
Bank fees	$	109,892	$	79,957	$	316,208	$	237,194
Collection costs		118,510		125,368		356,425		360,894
Repairs & maintenance		81,056		67,860		194,470		163,383
Supplies		208,665		90,267		371,426		276,788
Telephone		46,353		36,114		125,468		113,593
Utilities and network lines		207,372		189,400		585,422		525,059
Other		369,766		295,771		954,312		731,562
	$	1,141,614	$	884,737	$	2,903,731	$	2,408,473

General & administrative expenses
Professional fees	$	71,494	$	43,722	$	262,855	$	190,936
Management and consulting fees		111,826		137,687		331,335		409,129
Other		74,992		64,606		204,469		224,569
	$	258,312	$	246,015	$	798,659	$	824,634

8. Segment Information –

The Company has grouped its operations into two segments – Consumer Finance and Cellular Retail. The Consumer Finance segment provides financial and ancillary services. The Cellular Retail segment is a dealer for Cricket cellular carrier selling cellular phones and accessories, ancillary services and serving as a payment center for customers.

	10

Segment information related to the three and nine months ended September 30, ~~2012~~2013 and ~~2011~~2012 is set forth below:

Three Months Ended
September 30, 2012 Three Months Ended
September 30, 2011
Payday Cricket
Wireless Total Payday Cricket
Wireless Total

Revenues from external customers $ 3,185,296 $ 3,126,225 $ 6,311,521 $ 2,979,160 $ 1,726,706 $ 4,705,866
Net income (loss) $ 419,095 $ (79,051 ) $ 340,044 $ 410,317 $ (49,113 ) $ 361,204

Nine Months Ended
September 30, 2012 Nine Months Ended
September 30, 2011
Payday Cricket
Wireless Total Payday Cricket
Wireless Total

Revenues from external customers $ 8,814,127 $ 10,942,133 $ 19,756,260 $ 8,223,987 $ 5,560,592 $ 13,784,579
Net income (loss) $ 1,160,467 $ 322,370 $ 1,482,837 $ 1,125,555 $ (82,267 ) $ 1,043,288
Total segment assets $ 15,339,215 $ 6,644,845 $ 21,984,060 $ 14,716,708 $ 5,445,827 $ 20,162,535

~~Notes Payable –~~

	Three Months Ended						Three Months Ended
	September 30, 2013						September 30, 2012
	Consumer Finance		Cellular Retail		Total		Consumer Finance		Cellular Retail		Total

Revenues from external customers	$	3,287,935	$	5,308,335	$	8,596,270	$	3,185,296	$	3,126,225	$	6,311,521
Net income	$	350,768	$	41,811	$	392,579	$	419,095	$	(79,051)	$	340,044

	Nine Months Ended						Nine Months Ended
	September 30, 2013						September 30, 2012
	Consumer Finance		Cellular Retail		Total		Consumer Finance		Cellular Retail		Total

Revenues from external customers	$	9,269,693	$	14,513,769	$	23,783,462	$	8,814,127	$	10,942,133	$	19,756,260
Net income (loss)	$	1,038,856	$	181,176	$	1,220,032	$	1,160,467	$	322,370	$	1,482,837
Total segment assets	$	15,694,275	$	8,243,296	$	23,937,571	$	15,339,215	$	6,644,845	$	21,984,060

9. Employment Agreement –

On ~~January 26, 2011, WERCS extended the maturity of the promissory note made by WERCS to WFL, pursuant to the Business Loan Agreement dated~~ April 1, 2010 and an accompanying $2,000,000 promissory note to WFL, to April 1, 2012. In March 2011, as required by the terms of the note extension, the Company paid $1,000,000 toward the principal balance on the WERCS promissory note. On March 14, 2012, the Company repaid the remaining principal balance and all accrued and unpaid interest under the WERCS credit facility.

The Company drew an additional $550,000 on the existing note payable with River City Equity, Inc, a related party, during the first three quarters of 2012. Total advanced on the $2,000,000 credit facility as of September 30, 2012 was $1,550,000. The note matures September 30,11, 2013, ~~and is collateralized by substantially all assets of Western Capital Resources, Inc.~~

~~Preferred StockDividend –~~

~~Reconciliations of the cumulative preferred stock dividend payable are as follows:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2012 2011 2012 2011

Balance due, beginning of the period $ 4,600,000 $ 2,500,000 $ 3,550,000 $ 1,450,000
Current period preferred dividends payable 525,000 525,000 1,575,000 1,575,000
Preferred dividends paid - - - -
Balance due, end of the period $ 5,125,000 $ 3,025,000 $ 5,125,000 $ 3,025,000

~~In addition, the Company has $525,000 of third quarter unaccrued cumulative preferred dividends from September 30, 2012 and 2011 that became due and payable October 15, 2012 and 2011, respectively.~~

~~Other Expense –~~

~~A breakout of other expense is as follows:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2012 2011 2012 2011

Store expenses
Bank fees $ 79,957 $ 61,431 $ 237,194 $ 196,279
Collection costs 125,368 86,276 360,894 292,206
Repairs & maintenance 67,860 37,202 163,383 110,668
Supplies 90,267 52,757 276,788 130,099
Telephone 36,114 33,229 113,593 99,793
Utilities and network lines 189,400 117,957 525,059 353,398
Other 295,771 189,064 731,562 517,491
$ 884,737 $ 577,916 $ 2,408,473 $ 1,699,934

General & administrative expenses
Professional fees $ 43,722 $ 29,323 $ 190,936 $ 194,193
Management and consulting fees 137,687 142,750 409,129 359,867
Other 64,606 86,006 224,569 218,848
$ 246,015 $ 258,079 $ 824,634 $ 772,908

~~Acquisitions –~~

~~In February 2012, the Company acquired three Cricket corporate-owned stores. Two of the stores are located in McAllen, Texas and one in Laredo, Texas.~~

~~In May 2012, the Company acquired two Cricket dealer-owned stores in separate transactions. One was located in Omaha, Nebraska and the other in Spokane, Washington.~~

Fair Value

Inventory $ 1,600
Property and equipment 72,500
Intangible assets 98,000
Goodwill 278,700
Other non-current assets 4,400
$ 455,200

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 unaudited pro forma results of continuing operations for the three and nine months ended September 30, 2012 and 2011, as if the acquisitions had been consummated at the beginning of each period presented. The pro forma results of continuing operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisitions occurred at the beginning of the year presented or the results which may occur in the future.

Three Months Ended
September 30, Nine Months Ended
September 30,
2012 2011 2012 2011

Pro forma revenue $ 6,312,000 $ 5,049,000 $ 20,081,000 $ 15,038,000
Pro forma net income $ 340,000 $ 389,000 $ 1,534,000 $ 1,204,000
Pro forma net income (loss) per common share – basic and diluted $ (0.03 ) $ (0.02 ) $ (0.01 ) $ (0.05 )

In April 2012 the Company executed an Asset Purchase Agreement to acquire one Cricket retail storefront for a purchase price of $160,000. The Company acquired the store on October 14, 2012. As a condition of the agreement, the Company opened one relocated Cricket retail storefront (opened September 2012) and will open two additional Cricket retail storefronts before November 30, 2012.

~~10.~~

~~Consulting Agreement –~~

On March 7, 2012, a consulting agreement with Mr. Richard Miller, the Chairman of the Board, was approved by the Company’s Board of Directors. The agreement provides for consulting fees in the amount of $100,000 and contains the same terms and conditions as the earlier agreement that expired March 31, 2012.

~~11.~~

~~Management and Advisory Agreement –~~

~~Effective June 21, 2012,~~ the Company entered into an Amended and Restated ~~Management and Advisory~~Employment Agreement with ~~Blackstreet Capital Management, LLC, a Delaware limited liability company.~~its Chief Executive Officer, Mr. John Quandahl, to be effective as of April 1, 2013, due to the fact that the Company’s earlier Employment Agreement with Mr. Quandahl expired as of March 31, 2013. The amended and restated agreement ~~increases~~has a term of three years and contains other terms and conditions that are identical to those of the original agreement. Specifically, the amended and restated agreement provides an annual base salary and eligibility for an annual performance-based cash bonus pool for management.

The performance-based bonus provisions of the amended and restated agreement permit members of the Company’s management ~~fee~~to receive annual bonus payments based on adjusted EBITDA targets annually established by the Board of Directors. If the Company’s actual adjusted EBITDA performance for a particular annual period ranges from 85-100% of the established adjusted EBITDA target, management will be entitled to receive a cash bonus consisting of 7.5% of the actual adjusted EBITDA. Mr. Quandahl’s share of the bonus pool for any particular year is expected to be 10-50% (but may be more), and the bonus pool will be payable to ~~Blackstreet~~other management-level participants in the bonus pool, if any, selected from time to time by the Board of Directors in its discretion. If the Company’s actual adjusted EBITDA performance for a particular annual period is less than 85% of the established adjusted EBITDA target, no bonus will be payable, and if such performance exceeds 100% of the established adjusted EBITDA target, the bonus pool will include 15% of the amount by which such performance exceeds the target. In addition to the ~~greater of (i) $330,750 per year (subject to annual increases of five percent) or (ii) five percent of Western Capital’s EBITDA.~~ adjusted EBITDA threshold, the amended and restated agreement also contains capital expenditure and working capital thresholds.

The amended and restated agreement also ~~requires~~contains customary non-solicitation and non-competition provisions as well as provisions for severance payments upon termination by the Company ~~to pay Blackstreet a fee in an amount equal to two percent of~~without cause or upon termination by Mr. Quandahl with good reason.

10. Subsequent Events –

We evaluated all events or transactions that occurred after September 30, 2013 up through November 12, 2013, the ~~gross proceeds of~~date we issued these financial statements. During this period we did not have any debt or equity financing, and a fee in an amount equal to $400,000 (plus a $60,000 increase in the management fee payable under the agreement) upon the closing of an acquisition in consideration for Blackstreet’s referral to the Company of such acquisition opportunity and assistance in the performance of due diligence services relating thereto. The Company will not, however, be obligated to accept and pursue any acquisition referrals made by Blackstreet. Finally, the amended and restated agreement providesmaterial subsequent events that a termination fee will be paid to Blackstreet in the event that the Company terminates the agreement in connection with a sale of all or substantially all of the assets of the Company to, or any merger or other transaction with, an unaffiliated entity, which transaction results in the holders of a majority of the stock of the Company immediately prior to such transaction owning less than 50% of the stock of the Company (or any successor entity) after giving effect to the transaction.

impacted our financial statements.

	~~12.~~11	~~Rights Offering –~~

On June 18, 2012, the Company filed a registration statement with the SEC on Form S-1 relating to the proposed distribution of subscription rights (for no consideration) to the existing shareholders of the Company and the related public offer and sale of common stock to such shareholders.

Gross proceeds from the sale of shares of common stock, assuming the exercise of all subscription rights to be distributed up to the maximum amount contemplated in the registration statement, would be $4.5 million.

The Company filed amendments to the registration statement on July 27, August 28, September 18, and October 9, 2012. The SEC declared the registration statement, as amended, effective on October 15. The Company distributed the subscription rights on such date and commenced its registered rights offering of common stock. This offering is expected to terminate on November 14, 2012.

~~13.~~

~~Common Stock Repurchases –~~

~~In February and March 2012, the Company repurchased an aggregate of 2,048,227 shares of its common stock from four shareholders at $0.15 per share for a total repurchase cost of $307,234.~~

~~14.~~

~~Subsequent Events –~~

~~Registration Statement~~

On October 9, 2012, the Company filed an amendment to its registration statement on Form S-1. This amended the earlier filing made on September 20, 2012. The SEC declared the registration statement effective on October 15, 2012.

~~Related Party Transaction.~~

In October 2012 the Company entered into a lease for property owned by an officer of the Company and another related party. The lease is for a term of 5 years and has monthly base rental payments of $5,000 per month. The lease is at terms substantially similar to other leases for property near that location. The lease transaction was approved by the Board of Directors and the related party abstained from voting. This property will be used for a new Cricket retail storefront and for a relocated payday storefront. This lease replaces one of the existing related party leases that relates to the relocated payday storefront.

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

Forward-Looking Statements

Some of the statements made in this report are “forward-looking statements,” as that term is defined under Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based upon our current expectations and projections about future events. Whenever used in this report, the words “believe,” “anticipate,” “intend,” “estimate,” “expect” and similar expressions, or the negative of such words and expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. The forward-looking statements in this report are primarily located in the material set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2), but may be found in other parts of this report as well. These forward-looking statements generally relate to our plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. We will not necessarily update forward-looking statements even though our situation may change in the future.

Specific factors that might cause actual results to differ from our expectations or may affect the value of the common stock include, but are not limited to:

~~Changes in local, state or federal laws and regulations governing lending practices, or changes in the interpretation of such laws and regulations;~~

~~Litigation and regulatory actions directed toward our industry or us, particularly in certain key states and/or nationally;~~

~~Our need for additional financing, and~~

~~Unpredictability or uncertainty in financing markets which could impair our ability to grow our business through acquisitions.~~

· changes in local, state or federal laws and regulations governing lending practices, or changes in the interpretation of such laws and regulations;

· litigation and regulatory actions directed toward our industry or us, particularly in certain key states and/or nationally;

· our need for additional financing,

· unpredictability or uncertainty in financing markets which could impair our ability to grow our business through acquisitions,

· changes in Cricket dealer compensation, and

· the impact on us, as a Cricket dealer, of an AT&T acquisition of the Cricket Wireless business.

Other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011.~~

2012.

Industry data and other statistical information used in this report are based on independent publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, derived from our review of internal surveys and the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information.

General Overview

~~We provide (through~~

Consumer finance operations are conducted under our wholly owned subsidiaries, Wyoming Financial Lenders, Inc.~~) retail financial services to individuals~~ and Express Pawn, Inc., primarily in the Midwestern and Southwestern United States. ~~These services~~Services provided include ~~non-recourse cash advance~~short-term loans (non-recourse “cash advance” or “payday” loans, small unsecured installment loans, collateralized non-recourse pawn loans and title loans), check cashing and other money services. As of September 30, ~~2012,~~2013, we operated 51 “payday” stores, one payday/pawn store, and one ~~payday/~~pawn store in nine states (Colorado, Iowa, Kansas, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming).

In our consumer finance operations, we provide short-term unsecured consumer ~~loans—known as “payday” or “cash advance” loans—~~cash advance 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 advance, plus a fee. The fee varies from state to state based on applicable regulations, and generally ranges from $15 to $22 for each whole or partial increment of $100 borrowed. To repay the cash advance loan, a customer 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. ~~Installment~~

We provide unsecured installment loans ~~provide customers with cash~~ in exchange for a promissory note with a maturity of generally three to six months. The fee and interest rate on installment loans vary based on applicable regulations. ~~Like~~We also provide collateralized non-recourse loans, commonly known as “pawn loans,” with a maturity of one to four months. Allowable service charges will vary by state. Our pawn loans earn 15% to 20% per month. The loan amount varies depending on the valuation of each item pawned. We generally lend from 30% to 55% of the collateral’s estimated resale value depending on an evaluation of several factors. Customers then have the option to redeem the pawned merchandise during the term or at expiration of the pawn loan or else forfeit the merchandise to us on expiration. At our pawn stores we sell merchandise acquired through either customer forfeiture of pawn collateral or second-hand merchandise purchased from customers or consigned to us.

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Also as part of our consumer finance operations, we provide title loans and other ancillary consumer financial products and services that are complementary to its cash ~~advance~~advance-lending business, such as check-cashing services, money transfers and money orders. In our check cashing business, we primarily cash payroll checks, but we also cash government assistance, tax refund and insurance checks or ~~payday loans, installment loans are unsecured.~~ drafts.

All of our ~~payday loans, installment loans~~loan and other services are subject to state regulations (which vary from state to state), federal regulations and local regulation, where applicable.

~~In August 2012, we expanded~~

Our Cellular retail operations are conducted under our Grand Island, Nebraska, payday location to include a pawn store. From time to time we may expand other payday locations to include pawn operations, acquire existing pawn store locations or introduce pawn services in new locations.

~~We also operate (through~~wholly owned subsidiary, PQH Wireless, Inc.~~) wireless~~ This division operates retail stores asselling cellular phones and accessories. We are an authorized Cricket dealer selling cellular phones and accessories, providing ancillary services and accepting service payments from customers. Our cellular phone offerings include prepaid cellular phone service that functions for a period of ~~Cricket Wireless~~time for a flat fee, without usage limitations and ~~Revol Wireless products and services. We opened our first wireless location for Revol products and services on October 1, 2012.~~without any long-term contract or commitment required from the consumer. Authorized dealers are permitted to sell the carrier’s line and generally locate their store operations in areas with a strong potential customer base where the carrier does not maintain a corporate storefront. These locations are generally within the urban core or surrounding areas of a community. We are an authorized premier Cricket dealer, and as such, we are only permitted to sell the Cricket line of prepaid cellular phones at our Cricket retail stores. As of September 30, ~~2012,~~2013, we operated 5060 Cricket wireless retail stores in 14 states (Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon, Texas and Washington). We are in the process of opening four Revol stores in Ohio. The 24 Cricket storefront additions from September 2011 through September 2012 accounted for approximately 55% of our 2012 year-to-date wireless division revenue and gross profit.

Our expenses primarily relate to the operations of our various stores. The most significant expenses include salaries and benefits for our store employees, phones and accessories, provisions for payday loan losses and occupancy expenses for our leased real estate. Our other significant expenses are general and administrative, which includes compensation of employees, professional fees for compliance, external reporting, audit and legal services, and management/consulting fees.

With respect to our cost structure, phone and accessory cost of sales and salaries and benefits are two of our largest costs and are driven primarily by the size and number of storefronts operated throughout the period and seasonal fluctuation in sales volumes. Occupancy costs make up our third largest expense item. Our provision for losses is also a significant expense. We have experienced seasonality in our Cricket 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 net store profits, revenue growth, gross profit contributions and, for payday stores, loss ratio (which is losses as a percentage of payday loan fees), with consideration given to the length of time the ~~branch~~store has been open and its geographic location. We evaluate changes in comparable ~~branch~~store financial and other measures on a routine basis to assess operating efficiency. We define comparable ~~branches~~stores as those ~~branches~~ that are open during the full periods for which a comparison is being made. For example, comparable ~~branches~~stores for the annual analysis we undertook as of December 31, ~~2011~~2012 have been open at least 24 months on that date. We monitor newer ~~branches~~stores for their progress toward profitability and rate of loan growth, units sold, or payment volume.

The contraction 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. In Nebraska, legislation was introduced in 2008 (but did not advance) to ban all cash advance or payday loans in Nebraska. Despite the defeat of this legislation, since we derived approximately 28% of our 2011 and 26% of our year-to-date 2012 total payday 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.

To further diversify our geographic reach, our strategic expansion plans involve the expansion and diversification of our product and service offerings. For this reason, we have focused, and expect to continue to focus, a significant amount of time and resources on the conversion of select payday locations to joint pawn/payday locations and development of our ~~Cricket Wireless~~cellular retail stores. In an effort to expand our product and service offerings within the Payday division, we intend to either introduce pawn stores into a limited number of existing payday locations and launch or buy additional pawn store locations. 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 and installment lending alone and (ii) any particular aspect of our business that is concentrated geographically.

~~A summary table of the number of stores operated during the periods ended September 30, 2012 and 2011 follows:~~

3 Months Ended September 30, 2012 3 Months Ended September 30, 2011
Payday Payday/Pawn Wireless Payday Payday/Pawn Wireless
Beginning 52 - 50 51 - 29
Acquired / Launched - - 1 - - 3
Converted (1 ) 1 - - - -
Closed - - (1 ) - - (1 )
Ending 51 1 50 51 - 31

9 Months Ended September 30, 2012 9 Months Ended September 30, 2011
Payday Payday/Pawn Wireless Payday Payday/Pawn Wireless
Beginning 52 - 45 51 - 31
Acquired / Launched - - 6 - - 3
Converted (1 ) 1 - - - -
Closed - - (1 ) - - (3 )
Ending 51 1 50 51 - 31

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.

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

Loans Receivable Allowance

We maintain a loan loss allowance for anticipated losses for our payday and installment ~~and~~loans.We do not record loan losses or charge-offs of pawn or title ~~loans.~~ loans because the value of the collateral exceeds the loan amount. To estimate the appropriate level of the loan loss allowance, we consider the amount of outstanding ~~loans owed to us,~~loan principal, interest and fees, historical ~~loans charged off,~~charge offs, current and expected collection patterns and current economic trends. Our current ~~payday~~ loan loss allowance is based on our historical net write off percentage, net charge offs ~~typically expressed as a percentage of~~to loan principal, interest and fee amounts that originated ~~for~~during the last 24 months, applied against the balance of ~~outstanding loans that we write off. Our current installment~~ loan ~~loss allowance also factors in the delinquency status of loans within the installment loan portfolio.~~principal, interest and fees outstanding. We also periodically perform a look-back analysis on ~~its~~our loan loss allowance to verify ~~that~~ the historical allowance established tracks with the actual subsequent loan write-offs and recoveries. We are aware that as conditions change, we 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~~unpaid principal, interest and ~~cash advance~~fees of payday, installment, pawn and title loans that have not ~~been repaid. This~~reached their maturity date and “late” payday loans that have reached maturity within the last 180 days and have remaining outstanding balances. Late payday loans generally ~~is evidenced~~are unpaid loans 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 account, or other reasons. ~~Also included in loans receivable are current and delinquent installment and title loans.~~ Loans are carried at cost plus accrued interest or fees less payments made and the loans receivable allowance. ~~The Company does~~We do not specifically reserve for any individual loan. ~~The Company aggregates~~We aggregate loans for purposes of estimating the 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, and delinquency status of installment loans. The Company utilizes~~rates. We utilize a software program to assist with the tracking of its historical portfolio statistics.

As a result of ~~the Company’s~~our collection efforts, itwe historically ~~writes~~write off approximately ~~42%~~41% of the returned items. Based on the number of days past the check return date, write-offs of returned items historically have tracked at the following approximate percentages: 1 to 30 days – 42%; 31 to 60 days – 67%; 61 to 90 days – 84%; 91 to 120 days – ~~88%~~89%; and 121 to 180 days – 91%. All returned payday 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.

A rollforward of ~~the Company’s~~our loans receivable allowance for the nine months ended September 30, ~~2012~~2013 and ~~2011~~2012 is as follows:

	Nine Months Ended September 30,
	2013		2012
Loans receivable allowance, beginning of period	$	1,191,000	$	1,001,000
Provision for loan losses charged to expense		1,320,546		1,178,588
Charge-offs, net		(1,384,546)		(1,095,588)
Loans receivable allowance, end of period	$	1,127,000	$	1,084,000

Valuation of Long-lived and Intangible Assets

~~The Company assesses~~

We assess the impairment of long-lived and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be ~~recoverable; goodwill~~recoverable. Goodwill is analyzed on an annual basis. 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.

Results of Operations – Three Months Ended September 30, ~~2012~~2013 Compared to Three Months Ended September 30, ~~2011~~

2012

For the three-month period ended September 30, ~~2012,~~2013, net income was ~~$.34~~$.39 million compared to net income of ~~$.36~~$.34 million for the three months ended September 30, ~~2011.~~2012. During the three months ended September 30, ~~2012,~~2013, income from operations before income taxes was ~~$.55~~$.63 million compared to ~~$.60~~$.55 million for the three months ended September 30, ~~2011. Current versus~~2012. Compared to the prior ~~year,~~three-month period, throughout some point of the quarters, we operated nine additional cellular retail storefronts and one ~~additional payday store and 19 additional Cricket storefronts.~~pawn store. The major components of revenues, store expenses, general and administrative expenses, and income tax expense are discussed below.

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A summary table of the number of stores operated during the three-month periods ended September 30, 2013 and 2012 follows:

	Three Months Ended September 30, 2013				Three Months Ended September 30, 2012
	Consumer Finance	Payday / Pawn	Pawn	Cellular Retail	Consumer Finance	Payday / Pawn	Pawn	Cellular Retail
Beginning	51	1	1	52	52	-	-	50
Acquired / Launched	-	-		9	-	-	-	1
Converted	-	-	-	-	(1)	1	-	-
Closed	-	-	-	(1)	-	-	-	(1)
Ending	51	1	1	60	51	1	-	50

Revenues

The following table summarizes our revenues for the three months ended September 30, 2013 and 2012, ~~and 2011,~~ respectively:

Three Months Ended
September 30, % Change Year Three Months Ended
September 30,
2012 2011 Over Year 2012 2011
(percentage of revenues)

Payday loan fees $ 2,601,109 $ 2,514,814 3.4 % 41.2 % 53.4 %
Phones and accessories 1,763,282 829,639 112.5 % 27.9 % 17.6 %
Cricket service fees 1,380,660 902,296 53.0 % 21.9 % 19.2 %
Installment interest income 315,943 233,003 35.6 % 5.0 % 5.0 %
Check cashing fees 145,487 149,596 (2.7 )% 2.3 % 3.2 %
Other income and fees 105,040 76,518 37.3 % 1.7 % 1.6 %
Total $ 6,311,521 $ 4,705,866 34.1 % 100.0 % 100.0 %

	Three Months Ended September 30,						Three Months Ended September 30,
	2013		2012		% Change Year Over Year		2013			2012
							(percentage of revenues)

Phones and accessories	$	3,071,402	$	1,763,282	74.2	%		35.7	%		27.9	%
Payday loan fees		2,573,788		2,601,109	(1.1)	%		29.9	%		41.2	%
Cellular sales & service fees		2,245,856		1,380,660	62.7	%		26.1	%		21.9	%
Installment interest income		307,100		315,943	(2.8)	%		3.6	%		5.0	%
Check cashing fees		116,222		145,487	(20.1)	%		1.4	%		2.3	%
Other income and fees		281,902		105,040	168.4	%		3.3	%		1.7	%
Total	$	8,596,270	$	6,311,521	36.2	%		100.0	%		100.0	%

Revenues totaled $8.60 million for the three months ended September 30, 2013, compared to $6.31 million for the three months ended September 30, ~~2012, compared to $4.71 million for the three months ended September 30, 2011.~~2012. The increase in total revenues resulted primarily from higher ~~Cricket division~~Cellular Retail Division revenue, which can be attributed to ~~our recent acquisitions. During~~a larger number of stores operated, higher per unit selling price of phones and a positive change in the dealer compensation structure from Cricket. A breakdown of phone units sold shows an increase of higher priced “smart” phones and a decrease for lower priced “feature” phones. Cellular sales and services fees increased period over period as a result of increased volume from the additional stores operated and from the revised Cricket dealer compensation structure. For the Consumer Finance division, during the three-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, we originated approximately ~~$18.00~~$18.12 million and ~~$17.9~~$18.00 million in cash advance ~~loans, respectively.~~loans. Our average cash advance loan (including fees) totaled approximately ~~$384~~$393 and ~~$381~~$384 during the three-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. Our average fee for the three-month periods ended September 30, 2013 and 2012 was $57 and ~~2011 was $55.~~

$55, respectively.

Store Expenses

The following table summarizes our store expenses for the three months ended September 30, 2013 and 2012, ~~and 2011,~~ respectively:

Three Months Ended
September 30, % Change Year Three Months Ended
September 30,
2012 2011 Over Year 2012 2011
(percentage of revenues)
Store Expenses:
Salaries and benefits $ 1,614,820 $ 1,085,630 48.7 % 25.5 % 23.0 %
Phone and accessories cost of sales 1,194,653 534,720 123.4 % 18.9 % 11.4 %
Occupancy 566,214 391,021 44.8 % 9.0 % 8.3 %
Provisions for loan losses 546,080 502,809 8.6 % 8.7 % 10.7 %
Advertising 82,272 82,146 0.2 % 1.3 % 1.7 %
Depreciation 72,779 63,568 14.5 % 1.2 % 1.4 %
Amortization of intangible assets 56,385 116,369 (51.5 )% 0.9 % 2.5 %
Other 884,737 577,916 53.1 % 14.0 % 12.3 %
$ 5,017,940 $ 3,354,179 49.6 % 79.5 % 71.3 %

	Three Months Ended September 30,						Three Months Ended September 30,
	2013		2012		% Change Year Over Year		2013		2012
							(percentage of revenues)
Store Expenses:
Phone and accessories cost of sales	$	2,553,880	$	1,194,653	113.8	%	29.7	%	18.9	%
Salaries and benefits		1,958,872		1,614,820	21.3	%	22.8	%	25.5	%
Occupancy		677,089		566,214	19.6	%	7.9	%	9.0	%
Provisions for loan losses		575,355		546,080	5.4	%	6.7	%	8.7	%
Advertising		88,995		82,272	8.2	%	1.0	%	1.3	%
Depreciation		89,514		72,779	23.0	%	1.0	%	1.2	%
Amortization of intangible assets		36,194		56,385	(35.8	)%	0.4	%	0.9	%
Other		1,141,614		884,737	29.0	%	13.3	%	14.0	%
	$	7,121,513	$	5,017,940	41.9	%	82.8	%	79.5	%

17	15

As the table above demonstrates, total expenses associated with store operations for the three months ended September 30, ~~2012~~2013 were ~~$5.02~~$7.12 million, compared to ~~$3.35~~$5.02 million for the three months ended September 30, ~~2011, or~~2012, representing a ~~49.6%~~41.9% increase ~~for~~over the ~~interim periods.~~prior period. The major components of these expenses are phone and accessories costs of sales, salaries and benefits for our store employees, ~~provision for loan losses, costs of sales for phones and accessories,~~ occupancy costs relating to our store leaseholds, provisions for loan losses, advertising expenses, depreciation of store equipment and leasehold improvements, amortization of intangible assets and other expenses associated with store operations.

Overall, our most significant store expenses for the three months ended September 30, ~~2012~~2013 and ~~2011~~2012 related to phone and accessory costs, salaries and benefits for our store employees, occupancy costs and provision for loan losses. A discussion and analysis of the various components of our store expenses appears below.

Phone and Accessories Cost of Sales. For the three months ended September 30, 2013, our costs of sales were $2.55 million compared to $1.20 million for the same period in 2012. The increase in our Cellular Retail segment phone and accessory costs resulted from operating additional stores and a higher per unit cost per phone year over year, attributable to the increased sales of smart phones discussed in the previous section. A lower gross profit margin on unit sales under Cricket’s revised dealer compensation structure also contributed to the increase. Our gross profit per phone unit varies little between a smart or feature phone, resulting in a decreasing gross profit from phone sales.

Salaries and ~~Benefits.~~Benefits. Payroll and related costs at the store level were ~~$1.61~~$1.96 million compared to ~~$1.09~~$1.61 million for the three-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The increase in the current period is attributed to our operation of the ~~wireless division expansion.~~

~~Phone~~additional cellular and Accessories Cost of Sales. For the three months ended September 30, 2012, our costs of sales were $1.20 million compared to $.53 million for the same period in 2011. The increase in our Cricket Wireless segment phone and accessory costs resulted from operating additional storefronts in 2012 and from a change in the structure of dealer compensation from Cricket, which change decreased our margins while increasing fees to dealers.

pawn stores.

Occupancy ~~Costs.~~Costs. Occupancy expenses, consisting mainly of store leases, were $.68 million for the three months ended September 30, 2013 versus $.57 million for the three months ended September 30, ~~2012 versus $.39~~2012. The increase is attributed to our operation of the additional cellular and pawn stores in the current period.

Provisions for Loan Losses. For the three months ended September 30, 2013, our provisions for loan losses were $.58 million compared to $.55 million for the three months ended September 30, ~~2011. The increase is attributed to the wireless division expansion.~~

~~Provisions for Loan Losses. For the three months ended September 30, 2012, our provisions for loan losses were $.55 million compared to $.50 million for the three months ended September 30, 2011.~~2012. Our provisions for loan losses represented approximately ~~18.8%~~20.1% and ~~18.2%~~18.8% of our payday and installment loan revenue for the three months ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The increase can be attributed to ~~our introduction of an~~the higher default rate associated with installment ~~loan product which has higher loss rates than~~lending and a slight increase in net bad debt on payday loans. ~~Due to the inability to foretell the scope and duration of the current economic recovery, there exists uncertainty in~~We remain uncertain how significant our total ~~2012~~2013 loan losses may ~~or may not~~ be and how they may differ from ~~2011.~~

~~Advertising.~~2012.

Advertising. Advertising and marketing expenses ~~remained consistent at $.08~~were $.09 million for the three months ended September 30, ~~2012~~2013 and ~~2011.~~$0.08 million for the three months ended September 30, 2012. In general, we expect that our marketing and advertising expenses for 2013 will remain materially consistent with 2012 ~~to remain consistent.~~

~~Depreciation.~~expenses.

Depreciation. Depreciation, relating to store equipment and leasehold improvements, increased to $.09 million for the three months ended September 30, 2013 compared to $.07 million for the three months ended September 30, ~~2012 compared~~2012.

Amortization of Intangible Assets. Amortization of intangible assets decreased to ~~$.06~~$.04 million for the three months ended September 30, ~~2011.~~

~~Amortization of Intangible Assets. Amortization of intangible assets decreased~~2013 from $.06 million for the three month period ended September 30, 2012.

Other Store Expenses. Other expenses increased to ~~$.06~~$1.14 million for the three months ended September 30, ~~2012~~2013 from ~~$.12 million for the three month ended September 30, 2011.~~

~~Other Store Expenses. Other expenses increased to~~ $.88 million for the three months ended September 30, ~~2012 from $.58 million for the three months ended September 30, 2011.~~

2012.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the three months ended September 30, 2013 and 2012, ~~and 2011,~~ respectively:

Three Months Ended
September 30, % Change Year Three Months Ended
September 30,
2012 2011 Over Year 2012 2011
(percentage of revenues)
General & Administrative Expenses:
Salaries and benefits $ 439,792 $ 432,954 1.6 % 7.0 % 9.2 %
Depreciation 5,616 6,582 (14.7 )% 0.1 % 0.1 %
Interest expense 51,114 58,868 (13.2 )% 0.8 % 1.3 %
Other expense 246,015 258,079 (4.7 )% 3.9 % 5.5 %
$ 742,537 $ 756,483 (1.8 )% 11.8 % 16.1 %

	Three Months Ended September 30,						Three Months Ended September 30,
	2013		2012		% Change Year Over Year		2013		2012
							(percentage of revenues)
General & Administrative Expenses:
Salaries and benefits	$	498,488	$	439,792	13.3	%	5.8	%	7.0	%
Depreciation		7,200		5,616	28.2	%	0.1	%	0.1	%
Interest expense		83,178		51,114	62.7	%	1.0	%	0.8	%
Other expense		258,312		246,015	5.0	%	3.0	%	3.9	%
	$	847,178	$	742,537	14.1	%	9.9	%	11.8	%

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Total general and administrative costs for the three months ended September 30, ~~2012~~2013 were ~~$.74~~$.85 million compared to ~~$.76~~$.74 million for the period ended September 30, ~~2011.~~2012. For the three months ended September 30, 2013 and 2012, the major components of these costs were salaries and benefits for our corporate headquarters operations and executive management, interest expense, and other general and administrative expenses. A discussion and analysis of the various components of our general and administrative costs appears below:

Salaries and ~~Benefits.~~Benefits. Salaries and benefits expenses for the three months ended September 30, ~~2012~~2013 were ~~$.44~~$.50 million, a ~~$.01~~$.06 million increase from the ~~$.43~~$.44 million in such expenses during the period ended September 30, ~~2011.~~

~~Interest.~~2012.

Interest. Interest expense for the three months ended September 30, 2013 and 2012 was $.08 million and $.05 million, ~~compared to $.06 million for the three months ended September 30, 2011.~~

respectively.

Other General and Administrative ~~Expenses.~~Expenses. Other general and administrative expenses, such as professional fees, management and consulting fees, utilities, office supplies, and other minor costs associated with corporate headquarters activities, ~~decreased~~increased $.01 million to ~~$.25~~$.26 million for the three months ended September 30, ~~2012~~2013 compared to ~~$.26~~$.25 million from the three months ended September 30, ~~2011.~~

2012.

Income Tax Expense

Income tax expense for the three months ended September 30, ~~2012~~2013 was ~~$.21~~$.24 million compared to income tax expense of ~~$.23~~$.21 million for the three months ended September 30, ~~2011,~~2012, an effective rate of ~~38%~~37% and ~~39%~~38%, respectively.

Results of Operations – Nine Months Ended September 30, ~~2012~~2013 Compared to Nine Months Ended September 30, ~~2011~~

2012

For the nine-month period ended September 30, ~~2012,~~2013, net income was ~~$1.48~~$1.22 million compared to net income of ~~$1.04~~$1.48 million for the nine months ended September 30, ~~2011.~~2012. During the nine months ended September 30, ~~2012,~~2013, income from operations before income taxes was ~~$2.41~~$1.96 million compared to ~~$1.70~~$2.41 million for the nine months ended September 30, ~~2011. Through September 30, 2012, during~~2012. Compared to the prior nine-month period, throughout some point ~~throughout~~of the ~~year~~current period, we operated ~~52 payday and 51 wireless~~14 additional cellular retail storefronts ~~compared to 51~~ and ~~34 storefronts for the same period in 2011.~~one pawn store. The major components of revenues, store expenses, general and administrative expenses, and income tax expense are discussed below.

A summary table of the number of stores operated during the nine month periods ended September 30, 2013 and 2012 follows:

	Nine Months Ended September 30, 2013				Nine Months Ended September 30, 2012
	Consumer Finance	Payday / Pawn	Pawn	Cellular Retail	Consumer Finance	Payday / Pawn	Pawn	Cellular Retail
Beginning	51	1	-	57	52	-	-	45
Acquired / Launched	-	-	1	12	-	-	-	6
Converted	-	-	-	-	(1)	1	-	-
Closed	-	-	-	(9)	-	-	-	(1)
Ending	51	1	1	60	51	1	-	50

Revenues

The following table summarizes our revenues for the nine months ended September 30, 2013 and 2012, ~~and 2011,~~ respectively:

Nine Months Ended
September 30, % Change Year Nine Months Ended
September 30,
2012 2011 Over Year 2012 2011
(percentage of revenues)

Payday loan fees $ 7,260,767 $ 7,136,583 1.7 % 36.8 % 51.8 %
Phones and accessories 6,133,307 3,225,502 90.2 % 31.0 % 23.4 %
Cricket service fees 4,859,027 2,367,769 105.2 % 24.6 % 17.2 %
Installment interest income 760,608 313,765 142.4 % 3.8 % 2.2 %
Check cashing fees 487,894 536,741 (9.1 )% 2.5 % 3.9 %
Other income and fees 254,657 204,219 24.7 % 1.3 % 1.5 %
Total $ 19,756,260 $ 13,784,579 43.3 % 100.0 % 100.0 %

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2013		2012		% Change Year Over Year		2013		2012
							(percentage of revenues)

Phones and accessories	$	8,700,236	$	6,133,307	41.9	%	36.5	%	31.0	%
Payday loan fees		7,314,366		7,260,767	0.7	%	30.8	%	36.8	%
Cellular sales & service fees		5,852,024		4,859,027	20.4	%	24.6	%	24.6	%
Installment interest income		797,218		760,608	4.8	%	3.4	%	3.8	%
Check cashing fees		397,700		487,894	(18.5)	%	1.7	%	2.5	%
Other income and fees		721,918		254,657	183.5	%	3.0	%	1.3	%
Total	$	23,783,462	$	19,756,260	20.4	%	100.0	%	100.0	%

	17

Revenues totaled $23.78 million for the nine months ended September 30, 2013, compared to $19.76 million for the nine months ended September 30, ~~2012, compared to $13.78 million for the nine months ended September 30, 2011.~~2012. The increase in total revenues resulted ~~primarily~~ from higher ~~Cricket division~~Cellular Retail Division revenue, which can be attributed to ~~our recent acquisitions. During~~a larger number of stores operated, higher per unit selling price of phones and a mid-year positive change in dealer compensation from Cricket. A breakdown of phone units sold shows an increase of higher priced “smart” phones and a decrease for lower priced “feature” phones. Cellular sales and services fees increased period over period as a result of increased volume from the additional stores operated and from the revised Cricket dealer compensation structure. For the Consumer Finance division, during the nine-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, we originated approximately ~~$50.37~~$51.07 million and ~~$49.31~~$50.37 million in cash advance loans, respectively. Our average cash advance loan (including fees) totaled approximately ~~$383~~$394 and ~~$379~~$383 during the nine-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. Our average fee for ~~each of~~ the nine-month periods ended September 30, 2013 and 2012 was $57 and ~~2011 was $55.~~

$55, respectively.

Store Expenses

The following table summarizes our store expenses for the nine months ended September 30, 2013 and 2012, ~~and 2011,~~ respectively:

Nine Months Ended
September 30, % Change Year Nine Months Ended
September 30,
2012 2011 Over Year 2012 2011
(percentage of revenues)
Store Expenses:
Salaries and benefits $ 4,908,008 $ 3,231,238 51.9 % 24.8 % 23.4 %
Phone and accessories cost of sales 4,125,666 1,925,961 114.2 % 20.9 % 14.0 %
Occupancy 1,677,965 1,205,018 39.2 % 8.5 % 8.7 %
Provisions for loan losses 1,178,588 956,898 23.2 % 6.0 % 6.9 %
Advertising 239,652 247,033 (3.0 )% 1.2 % 1.8 %
Depreciation 212,704 190,592 11.6 % 1.1 % 1.4 %
Amortization of intangible assets 172,632 345,017 (50.0 )% 0.9 % 2.5 %
Other 2,408,473 1,699,934 41.7 % 12.2 % 12.3 %
$ 14,923,688 $ 9,801,691 52.3 % 75.5 % 71.1 %

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2013		2012		% Change Year Over Year		2013		2012
							(percentage of revenues)
Store Expenses:
Phone and accessories cost of sales	$	6,980,858	$	4,125,666	69.2	%	29.3	%	20.9	%
Salaries and benefits		5,468,861		4,908,008	11.4	%	23.0	%	24.8	%
Occupancy		1,953,905		1,677,965	16.4	%	8.2	%	8.5	%
Provisions for loan losses		1,320,546		1,178,588	12.0	%	5.6	%	6.0	%
Advertising		261,713		239,652	9.2	%	1.1	%	1.2	%
Depreciation		255,595		212,704	20.2	%	1.1	%	1.1	%
Amortization of intangible assets		112,735		172,632	(34.7)	%	0.5	%	0.9	%
Other		2,903,731		2,408,473	20.6	%	12.2	%	12.2	%
	$	19,257,944	$	14,923,688	29.0	%	81.0	%	75.5	%

As the table above demonstrates, total expenses associated with store operations for the nine months ended September 30, ~~2012~~2013 were ~~$14.9~~$19.26 million, compared to ~~$9.80~~$14.92 million for the nine months ended September 30, ~~2011, or~~2012, representing a ~~52.3%~~29.0% increase for the ~~interim periods.~~current period. The major components of these expenses are phone and accessories costs of sales, salaries and benefits for our store employees, ~~provision for loan losses, costs of sales for phones and accessories,~~ occupancy costs relating to our store leaseholds, provisions for loan losses, advertising expenses, depreciation of store equipment and leasehold improvements, amortization of intangible assets and other expenses associated with store operations.

Overall, our most significant store expenses for the nine months ended September 30, ~~2012~~2013 and ~~2011~~2012 related to phone and accessory costs, salaries and benefits for our store employees, occupancy costs and provision for loan losses. A discussion and analysis of the various components of our store expenses appears below.

Phone and Accessories Cost of Sales. For the nine months ended September 30, 2013, our costs of sales were $6.98 million compared to $4.13 million for the same period in 2012. The increase in our Cellular Retail segment phone and accessory costs resulted from operating additional stores and a higher per unit cost per phone year over year, attributable to the increased sales of smart phones discussed in the previous section. A lower gross profit margin on unit sales under Cricket’s revised dealer compensation structure also contributed to the increase. Our gross profit per phone unit varies little between a smart or feature phone, resulting in a decreasing gross profit from phone sales.

Salaries and ~~Benefits.~~Benefits. Payroll and related costs at the store level were ~~$4.91~~$5.47 million compared to ~~$3.23~~$4.91 million for the ~~nine-month~~nine month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The increase is attributed to our operation of the ~~wireless division expansion.~~

~~Phone~~additional cellular and Accessories Cost of Sales. For the nine months ended September 30, 2012, our costs of sales were $4.13 million compared to $1.93 million for the same period in 2011. The increase in our Cricket Wireless segment phone and accessory costs resulted from operating additional storefronts in 2012 and from a changepawn stores in the ~~structure of dealer compensation from Cricket, which change decreased our margins while increasing fees to dealers.~~

current period.

Occupancy ~~Costs.~~Costs. Occupancy expenses, consisting mainly of store leases, were $1.95 million for the nine months ended September 30, 2013 versus $1.68 million for the nine months ended September 30, ~~2012 versus $1.21~~2012. The increase is attributed to our operation of the additional cellular and pawn stores in the current period.

Provisions for Loan Losses. For the nine months ended September 30, 2013, our provisions for loan losses were $1.32 million compared to $1.18 million for the nine months ended September 30, ~~2011.~~

~~Provisions for Loan Losses. For the nine months ended September 30, 2012, our provisions for loan losses were $1.18 million compared to $.96 million for the nine months ended September 30, 2011.~~2012. Our provisions for loan losses represented approximately ~~14.7%~~16.3% and ~~12.9%~~14.7% of our payday and installment loan revenue for the nine months ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The increase can be attributed to ~~our introduction of an installment loan product which has~~the higher default ~~rates than~~rate associated with installment lending and a slight increase in net bad debt on payday loans. ~~Due to the inability to foretell the scope and duration of the current economic recovery, there exists uncertainty in~~At this time, we remain uncertain how significant our total ~~2012~~2013 loan losses may ~~or may not~~ be and how they may differ from ~~2011.~~

~~Advertising.~~2012.

	18

Advertising. Advertising and marketing expenses ~~remained consistent at $.24~~were $.26 million and ~~.25~~$.24 million for the nine months ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. In general, we expect that our marketing and advertising expenses for ~~2012~~2013 will remain ~~consistent.~~

~~Depreciation.~~materially consistent with 2012 expenses.

Depreciation. Depreciation, relating to store equipment and leasehold improvements, increased to $.26 million for the nine months ended September 30, 2013 compared to $.21 million for the nine months ended September 30, ~~2012 compared~~2012.

Amortization of Intangible Assets. Amortization of intangible assets decreased to ~~$.19~~$.11 million for the nine months ended September 30, ~~2011.~~

~~Amortization of Intangible Assets. Amortization of intangible assets decreased~~2013 from ~~$.35~~$.17 million for the nine month period ended September 30, 2012.

Other Store Expenses. Other expenses increased to $2.90 million for the nine months ended September 30, ~~2011 to $.17 million for the nine month ended September 30, 2012.~~

~~Other Store Expenses. Other expenses increased to~~2013 from $2.41 million for the nine months ended September 30, ~~2012 from $1.70 million for the nine months ended September 30, 2011.~~

2012.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the nine months ended September 30, 2013 and 2012, ~~and 2011,~~ respectively:

Nine Months Ended
September 30, % Change Year Nine Months Ended
September 30,
2012 2011 Over Year 2012 2011
(percentage of revenues)
General & Administrative Expenses:
Salaries and benefits $ 1,396,878 $ 1,284,769 8.7 % 7.1 % 9.3 %
Depreciation 16,722 16,290 2.7 % 0.1 % 0.1 %
Interest expense 180,501 215,633 (16.3 )% 0.9 % 1.6 %
Other expense 824,634 772,908 6.7 % 4.2 % 5.6 %
$ 2,418,735 $ 2,289,600 5.6 % 12.3 % 16.6 %

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2013		2012		% Change Year Over Year		2013		2012
							(percentage of revenues)
General & Administrative Expenses:
Salaries and benefits	$	1,496,730	$	1,396,878	7.1	%	6.3	%	7.1	%
Depreciation		20,028		16,722	19.8	%	0.1	%	0.1	%
Interest expense		249,069		180,501	38.0	%	1.0	%	0.9	%
Other expense		798,659		824,634	(3.1)	%	3.4	%	4.2	%
	$	2,564,486	$	2,418,735	6.0	%	10.8	%	12.2	%

Total general and administrative costs for the nine months ended September 30, ~~2012~~2013 were ~~$2.42~~$2.56 million compared to ~~$2.29~~$2.42 million for the period ended September 30, ~~2011.~~2012. For the nine months ended September 30, 2013 and 2012, the major components of these costs were salaries and benefits for our corporate headquarters operations and executive management, interest expense, and other general and administrative expenses. A discussion and analysis of the various components of our general and administrative costs appears below:

Salaries and ~~Benefits.~~Benefits. Salaries and benefits expenses for the nine months ended September 30, ~~2012~~2013 were ~~$1.40~~$1.50 million, a ~~$.12~~$.10 million increase from the ~~$1.28~~$1.40 million in such expenses during the period ended September 30, ~~2011~~

~~Interest.~~2012.

Interest. Interest expense for the nine months ended September 30, 2013 and 2012 was $.25 million and $.18 million, ~~compared to $.22 million for the nine months ended September 30, 2011.~~

respectively.

Other General and Administrative ~~Expenses.~~Expenses. Other general and administrative expenses, such as professional fees, management and consulting fees, utilities, office supplies, and other minor costs associated with corporate headquarters activities, ~~increased $.05~~decreased $.02 million to ~~$.82~~$.80 million for the nine months ended September 30, ~~2012~~2013 compared to ~~$.77~~$.82 million from the nine months ended September 30, ~~2011.~~

2012.

Income Tax Expense

Income tax expense for the nine months ended September 30, ~~2012~~2013 was ~~$.93~~$.74 million compared to income tax expense of ~~$.65~~$.93 million for the nine months ended September 30, ~~2011,~~2012, an effective rate of ~~39%~~38% and ~~38%~~39%, respectively.

	19

Liquidity and Capital Resources

Summary cash flow data is as follows:

Nine Months Ended June 30,
2012 2011

Cash flows provided (used) by:
Operating activities $ 1,755,930 $ 1,600,214
Investing activities (646,330 ) (578,414 )
Financing activities (1,276,016 ) (1,438,648 )
Net decrease in cash (166,416 ) (416,848 )
Cash, beginning of period 1,909,442 2,092,386
Cash, end of period $ 1,743,026 $ 1,675,538

	Nine Months Ended September 30,
	2013		2012

Cash flows provided (used) by:
Operating activities	$	1,043,163	$	1,755,930
Investing activities		(419,104)		(646,330)
Financing activities		(632,990)		(1,276,016)
Net increase (decrease) in cash		(8,931)		(166,416)
Cash, beginning of period		2,246,619		1,909,442
Cash, end of period	$	2,237,688	$	1,743,026

At September 30, ~~2012,~~2013, we had cash of ~~$1.74~~$2.24 million compared to cash of ~~$1.67~~$1.74 million on September 30, ~~2011.~~2012. We believe that our available cash, combined with expected cash flows from operations, will be sufficient to fund our liquidity and capital expenditure requirements through September 30, ~~2013.~~2014. Our expected short-term uses of available cash include the funding of operating activities (including anticipated increases in payday loans), the financing of expansion activities, including new store openings or store acquisitions, and the partial repayment of ~~long-term~~ debt.

Because of the constant threat of regulatory changes to the payday lending industry, we believe it will be difficult for us to obtain debt financing from traditional financial institutions. ~~Financing~~As a result, financing we may obtain from alternate sources is likely to involve higher interest rates.

Credit Facilities

On October 18, 2011, we entered into a borrowing arrangement with River City Equity, Inc. and delivered a related long-term promissory note in favor of River City Equity. The promissory note was amended on December 7, 2012. The borrowing arrangement allows us to borrow up to ~~$2,000,000~~$3,000,000 at an interest rate of 12% per annum, with interest payable on a monthly basis. The note matures on ~~September 30, 2013,~~March 31, 2014, on which date all unpaid principal and accrued but unpaid interest thereon is due and payable. We intend to extend the note for one year upon its expiration. The note includes a prepayment penalty and, under certain circumstances, permits River City Equity to obtain a security interest in all of ~~the Company’s~~our assets. As of September 30, ~~2012, $1,550,000 had~~2013, $2,750,000 has been advanced under this arrangement.

Our overall cash and liquidity position has been significantly enhanced by the past and current willingness of the holders of our Series A Convertible Preferred Stock to not insist that the Company pay dividends to those stockholders to the greatest extent permitted by Minnesota state law. Minnesota state law indicates that a corporation can only pay a dividend in circumstances where the corporation will be able to pay its debts in the ordinary course of business after making the dividend. If our preferred shareholders were to insist that the Company pay dividends to the greatest extent permitted by state law (as required by the terms of the preferred stock), our liquidity position would likely be negatively affected, perhaps materially, such that we would be required to arrange for or engage in additional borrowing to ensure that we would have capital available to fund cash advance loans and otherwise.

On October 15, 2012, we commenced a registered public rights offering of our common stock. Gross proceeds from the sale of shares of common stock, assuming the purchase and sale of the maximum number of shares offered, would be $4.5 million.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of September 30, ~~2012.~~

2013.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

As of September 30, ~~2012,~~2013, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of September 30, ~~2012.~~

2013.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, ~~2012~~2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

	20

PART II. OTHER INFORMATION
~~Item 3. Defaults upon Senior Securities~~
As of September 30, 2012, the Company had outstanding accrued but unpaid cumulated dividends on its Series A Convertible Preferred Stock aggregating to $5,125,000. Our Series A Convertible Preferred Stock ranks senior to our common stock.

Item 6. Exhibits

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).

101.INS
XBRL Instance Document (filed herewith).

101.SCH
XBRL Schema Document (filed herewith).

101.CAL
XBRL Calculation Linkbase Document (filed herewith).

101.DEF
XBRL Definition Linkbase Document (filed herewith).

101.LAB
XBRL Label Linkbase Document (filed herewith).

101.PRE
XBRL Presentation Linkbase Document (filed herewith).
23
21

SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November ~~15, 2012~~12, 2013
Western Capital Resources, Inc.
(Registrant)

By: /s/ John Quandahl
John Quandahl
Chief Executive Officer and Chief Operating Officer

By: /s/ Stephen Irlbeck
Stephen Irlbeck
Chief Financial Officer
24 22

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

	September 30, 2012			December 31, 2011
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	1,743,026		$	1,909,442
Loans receivable (less allowance for losses of $1,084,000 and $1,001,000)		4,871,611			4,887,813
Inventory		567,275			756,528
Prepaid expenses and other		496,438			451,751
Deferred income taxes		446,000			413,000
TOTAL CURRENT ASSETS		8,124,350			8,418,534

PROPERTY AND EQUIPMENT		789,451			757,747

GOODWILL		12,672,569			12,393,869

INTANGIBLE ASSETS		237,420			309,552

OTHER		160,270			142,074

TOTAL ASSETS	$	21,984,060		$	22,021,776

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,938,234		$	2,323,730
Note payable – short-term		-			1,000,000
Current portion long-term debt		1,936,406			695,123
Preferred dividend payable		5,125,000			3,550,000
Deferred revenue		271,520			314,561
TOTAL CURRENT LIABILITIES		9,271,160			7,883,414

LONG-TERM LIABILITIES
Notes payable – long-term		-			1,210,065
Deferred income taxes		714,000			530,000
TOTAL LONG-TERM LIABILITIES		714,000			1,740,065
TOTAL LIABILITES		9,985,160			9,623,479

SHAREHOLDERS’ 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
Common stock, no par value, 240,000,000 shares authorized, 5,397,780 and 7,446,007 shares issued and outstanding		-			-
Additional paid-in capital		17,914,543			18,221,777
Accumulated deficit		(6,015,643	)		(5,923,480	)
TOTAL SHAREHOLDERS’ EQUITY		11,998,900			12,398,297

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	21,984,060		$	22,021,776

	Nine Months Ended
	September 30, 2012			September 30, 2011

OPERATING ACTIVITIES
Net Income	$	1,482,837		$	1,043,288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		229,426			206,882
Amortization		172,632			345,017
Deferred income taxes		151,000			147,000
Loss on disposal of property and equipment		-			27,342
Changes in operating assets and liabilities
Loans receivable		16,202			277,637
Inventory		190,853			32,245
Prepaid expenses and other assets		(58,483	)		(183,210	)
Accounts payable and accrued liabilities		(385,496	)		(262,782	)
Deferred revenue		(43,041	)		(33,205	)
Net cash provided by operating activities		1,755,930			1,600,214

INVESTING ACTIVITIES
Purchase of property, equipment and intangibles		(191,130	)		(125,414	)
Acquisitions, net of cash acquired		(455,200	)		(453,000	)
Net cash used by investing activities		(646,330	)		(578,414	)

FINANCING ACTIVITIES
Payments on notes payable – short-term		(1,000,000	)		(1,000,000	)
Payments on notes payable – long-term		(518,782	)		(438,648	)
Advances from notes payable – long-term		550,000			-
Common stock redemption		(307,234	)		-
Net cash used by financing activities		(1,276,016	)		(1,438,648	)

NET DECREASE IN CASH		(166,416	)		(416,848	)

CASH
Beginning of period		1,909,442			2,092,386
End of period	$	1,743,026		$	1,675,538

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	835,968		$	830,234
Interest paid	$	190,607		$	228,256

Payday Division							Cricket Wireless Division
	2012 % of Revenues			2011 % of Revenues				2012 % of Revenues			2011 % of Revenues
Nebraska		26	%		28	%	Missouri		15	%		27	%
Wyoming		15	%		15	%	Nebraska		13	%		20	%
North Dakota		19	%		18	%	Texas		13	%		13	%
Iowa		12	%		12	%	Indiana		11	%		25	%

	Payday and Title Loans						Installment Loans						Total
	September 30, 2012			December 31, 2011			September 30, 2012			December 31, 2011			September 30, 2012			December 31, 2011
Current	$	4,209,634		$	4,373,116		$	408,723		$	252,736		$	4,618,357		$	4,625,852
1-30		297,166			211,550			51,237			85,433			348,403			296,983
31-60		250,715			189,304			16,178			30,526			266,893			219,830
61-90		210,919			186,385			3,677			36,544			214,596			222,929
91-120		208,248			170,622			721			-			208,969			170,622
121-150		158,707			188,983			88			-			158,795			188,983
151-180		139,598			163,614			-			-			139,598			163,614
		5,474,987			5,483,574			480,624			405,239			5,955,611			5,888,813
Allowance for losses		(1,028,000	)		(942,000	)		(56,000	)		(59,000	)		(1,084,000	)		(1,001,000	)
	$	4,446,987		$	4,541,574		$	424,624		$	346,239		$	4,871,611		$	4,887,813

	Nine Months Ended September 30,
	2012			2011

Loans receivable allowance, beginning of period	$	1,001,000		$	1,165,000
Provision for loan losses charged to expense		1,178,588			956,898
Charge-offs, net		(1,095,588	)		(1,135,898	)
Loans receivable allowance, end of period	$	1,084,000		$	986,000

	Three Months Ended September 30, 2012							Three Months Ended September 30, 2011
	Payday		Cricket Wireless			Total		Payday		Cricket Wireless			Total

Revenues from external customers	$	3,185,296	$	3,126,225		$	6,311,521	$	2,979,160	$	1,726,706		$	4,705,866
Net income (loss)	$	419,095	$	(79,051	)	$	340,044	$	410,317	$	(49,113	)	$	361,204

	Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2011
	Payday		Cricket Wireless		Total		Payday		Cricket Wireless			Total

Revenues from external customers	$	8,814,127	$	10,942,133	$	19,756,260	$	8,223,987	$	5,560,592		$	13,784,579
Net income (loss)	$	1,160,467	$	322,370	$	1,482,837	$	1,125,555	$	(82,267	)	$	1,043,288
Total segment assets	$	15,339,215	$	6,644,845	$	21,984,060	$	14,716,708	$	5,445,827		$	20,162,535

	Fair Value

Inventory	$	1,600
Property and equipment		72,500
Intangible assets		98,000
Goodwill		278,700
Other non-current assets		4,400
	$	455,200

	3 Months Ended September 30, 2012								3 Months Ended September 30, 2011
	Payday			Payday/Pawn		Wireless			Payday		Payday/Pawn		Wireless
Beginning		52			-		50			51		-		29
Acquired / Launched		-			-		1			-		-		3
Converted		(1	)		1		-			-		-		-
Closed		-			-		(1	)		-		-		(1	)
Ending		51			1		50			51		-		31

	9 Months Ended September 30, 2012								9 Months Ended September 30, 2011
	Payday			Payday/Pawn		Wireless			Payday		Payday/Pawn		Wireless
Beginning		52			-		45			51		-		31
Acquired / Launched		-			-		6			-		-		3
Converted		(1	)		1		-			-		-		-
Closed		-			-		(1	)		-		-		(3	)
Ending		51			1		50			51		-		31

	Three Months Ended September 30,				% Change Year			Three Months Ended September 30,
	2012		2011		Over Year			2012			2011
								(percentage of revenues)

Payday loan fees	$	2,601,109	$	2,514,814		3.4	%		41.2	%		53.4	%
Phones and accessories		1,763,282		829,639		112.5	%		27.9	%		17.6	%
Cricket service fees		1,380,660		902,296		53.0	%		21.9	%		19.2	%
Installment interest income		315,943		233,003		35.6	%		5.0	%		5.0	%
Check cashing fees		145,487		149,596		(2.7	)%		2.3	%		3.2	%
Other income and fees		105,040		76,518		37.3	%		1.7	%		1.6	%
Total	$	6,311,521	$	4,705,866		34.1	%		100.0	%		100.0	%

	Nine Months Ended June 30,
	2012			2011

Cash flows provided (used) by:
Operating activities	$	1,755,930		$	1,600,214
Investing activities		(646,330	)		(578,414	)
Financing activities		(1,276,016	)		(1,438,648	)
Net decrease in cash		(166,416	)		(416,848	)
Cash, beginning of period		1,909,442			2,092,386
Cash, end of period	$	1,743,026		$	1,675,538

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).

101.INS		XBRL Instance Document (filed herewith).

101.SCH		XBRL Schema Document (filed herewith).

101.CAL		XBRL Calculation Linkbase Document (filed herewith).

101.DEF		XBRL Definition Linkbase Document (filed herewith).

101.LAB		XBRL Label Linkbase Document (filed herewith).

101.PRE		XBRL Presentation Linkbase Document (filed herewith).

Dated: November ~~15, 2012~~12, 2013	Western Capital Resources, Inc.
	(Registrant)

	By:	/s/ John Quandahl
		John Quandahl
		Chief Executive Officer and Chief Operating Officer

	By:	/s/ Stephen Irlbeck
		Stephen Irlbeck
		Chief Financial Officer