~~Fiscal Year~~document, please contact Paul D. Chestovich of the ~~Company~~~~: The Company’s fiscal year ends December 31, 2008. Neither~~law firm Maslon Edelman Borman & Brand, LLP at (612) 672-8305.

For a more complete description of the ~~Company nor any~~rights offering, see “The Rights Offering” beginning on page 61 of ~~its predecessors have been in bankruptcy, receivership or any similar proceeding.~~this prospectus.

PROSPECTUS SUMMARY

This summary highlights ~~material~~ information contained elsewhere in this prospectus. This summary ~~does~~is not complete and may not contain all of the information that you should consider before deciding ~~to invest in our common stock. Before making an investment decision, we urge~~whether or not you toshould exercise your rights. You should read ~~this~~the entire prospectus carefully, including the ~~risks of investing in our common stock discussed under~~section entitled “Risk ~~Factors,”~~Factors” beginning on page 412 of this prospectus and ~~our consolidated financial statements~~all other information included in this prospectus in its entirety before you decide whether to exercise your rights.

The Rights Offering

The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information in the section entitled “The Rights Offering” in this prospectus for a more detailed description of the terms and ~~related notes set forth at~~conditions of the ~~end of this prospectus.~~rights offering.

Securities offered	We are distributing to you, at no charge, 2.9224992 non-transferable subscription rights for each share of our capital stock that you own as of 5:00 p.m., Minneapolis time, on the record date, either as a holder of record or, in the case of shares held of record by brokers, dealers, custodian banks or other nominees on your behalf, as a beneficial owner of such shares. Assuming the exercise of the subscription rights in full, we will issue 45,000,000 shares of our common stock to subscribers, which is equal to 292% of our total issued and outstanding shares (on an as-converted basis) prior to this offering.

Subscription Price	$.10 per share. To be effective, any payment related to the exercise of subscription rights must clear prior to the expiration of the rights offering.

Basic Subscription Privilege	The basic subscription privilege component of each subscription right will entitle you to purchase one share of our common stock.

Over-Subscription Privilege	If you fully exercise your entire basic subscription privilege and other shareholders do not fully exercise their entire basic subscription privileges, you may also exercise the over-subscription privilege component of your subscription rights. The over-subscription privilege permits you to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among other shareholders exercising their over-subscription privilege. To the extent there are not enough shares to satisfy all of the properly exercised over-subscription requests, then the shares available will be prorated among those who properly exercising their over-subscription privilege based on the number of shares each such shareholder subscribed for under their basic subscription right. If this method of allocation results in any shareholder receiving a greater number of common shares than the shareholder subscribed for pursuant to the exercise of his, her or its over-subscription privilege, then such shareholder will be allocated only that number of shares for which the shareholder subscribed, and the remaining common shares will be allocated among all other shareholders exercising their over-subscription privilege on the same pro rata basis described above. This pro rata allocation process will be repeated until all common shares have been allocated or the exercise of all over-subscription privileges have been fulfilled, whichever occurs earlier.

Record Date	5:00 p.m., Minneapolis time, on October 8, 2012.

Expiration Date	5:00 p.m., Minneapolis time, on November 14, 2012 unless we extend the rights offering period in our sole discretion for not more than 30 additional days.

Use of Proceeds	We intend to use the net proceeds of the rights offering primarily to provide capital to grow our current business through acquisitions and to add new and complementary businesses. If, however, we are unable to identify suitable acquisition targets or are otherwise unable to consummate acquisitions, we may, in our sole discretion, choose to use the net proceeds for working capital and general corporate purposes or to satisfy our outstanding dividend obligations to preferred shareholders, if required. For more information about our use of the proceeds from the rights offering, see “Use of Proceeds,” beginning on page 23 of this prospectus.

Transferability of Rights	The subscription rights are not transferable.

No Board Recommendation	Our Board of Directors makes no recommendation to you about whether you should exercise any subscription rights. You are urged to make an independent investment decision about whether to exercise your rights based on your own assessment of our business and the rights offering. Please see the section of this prospectus entitled “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.

No Revocation	Any exercise of subscription rights is irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your rights. Consequently, you should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of common stock at a subscription price of $.10 per share.

No Purchase Commitments	Although our officers, directors and greater-than-5% beneficial shareholders, including our controlling shareholder, WCR, LLC, may participate in this offering at the same subscription price per share as all other purchasers, none of our officers, directors or greater-than-5% beneficial shareholders are obligated to so participate. In fact, certain officers and directors (who are also shareholders), and our controlling shareholder, WCR, LLC, have indicated that they will purchase shares that are subject to their subscription rights, and WCR, LLC has indicated that it will exercise its over-subscription privilege (if available), at the same subscription price offered to our shareholders. Nevertheless, none of these shareholders have executed any agreements to purchase shares and there is no guarantee or enforceable commitment that they will subscribe for shares in the offering. The foregoing shareholders collectively own 86.1% of the issued and outstanding shares of our common stock (on an as-converted basis), and 71.5% of our issued and outstanding shares of our common stock (on an as-converted basis) is owned by our controlling shareholder, WCR, LLC. The shares owned by our officers, directors and greater-than-5% beneficial shareholders prior to the offering are set forth on the page 55 of this prospectus. The foregoing shareholders’ relative percentages of ownership in the Company will necessarily increase after the offering if they do in fact participate in the rights offering by exercising their subscription rights.

Material U.S. Federal Income Tax
Considerations	For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of subscription rights. Nevertheless, you should consult your own tax advisor as to your particular tax consequences resulting from the rights offering. For a detailed discussion, see “Material U.S. Federal Income Tax Considerations.”

Extension, Cancellation and Amendment	We have the option to extend the rights offering and the period for exercising your subscription rights for up to 30 additional days, although we do not presently intend to do so. Our Board of Directors may cancel the rights offering at any time for any reason. In the event that the rights offering is cancelled, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. We also reserve the right to amend or modify the terms of the rights offering.

Procedure for Exercising Rights	To exercise your subscription rights, you must take the following steps:

If you are a registered holder of our shares of capital stock, you may deliver payment and a properly completed rights certificate to the subscription agent before 5:00 p.m., Minneapolis time, on November 14, 2012. Payment should be made for all shares you wish to purchase upon exercise of your basic subscription privilege and your over-subscription privilege, if any. You may deliver the documents and payments by hand, mail or commercial carrier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return-receipt requested.

If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank or other nominee, or if you would rather an institution conduct the transaction on your behalf, you should instruct your broker, dealer, custodian bank or other nominee or to exercise your subscription rights on your behalf and deliver all documents and payments (including payment for the exercise of your over-subscription privilege, if any) before 5:00 p.m., Minneapolis time, on November 14, 2012.

If you cannot deliver your rights certificate to the subscription agent prior to the expiration of the rights offering, you may follow the guaranteed delivery procedures described under “The Rights Offering—Guaranteed Delivery Procedures.”

Subscription Agent	Corporate Stock & Transfer, Inc.

Capital Shares Issued And Outstanding
Before Rights Offering	5,397,780 common shares, and 10 million shares of Series A Convertible Preferred Stock, as of October 3, 2012.

Capital Shares Issued And Outstanding
After Rights Offering	Assuming no outstanding options or other convertible securities for our common shares are exercised prior to the expiration of the rights offering and the full $4.5 million is subscribed for, we expect 50,397,780 shares of common stock will be issued and outstanding immediately after completion of the rights offering. There will be no change in the number of issued and outstanding preferred shares as a result of the rights offering.

Fees and Expenses	We will pay the fees and expenses relating to the rights offering.

Trading Symbol	Shares of our common stock are, and we expect that the shares of common stock to be issued in the rights offering will be, traded on the over-the-counter Bulletin Board (OCTBB) under the symbol “WCRS.”

Risk Factors	Shareholders considering exercising their subscription rights should carefully consider the risk factors described in the section of this prospectus entitled “Risk Factors,” beginning on page 12.

Questions	Questions regarding the rights offering should be directed to Maslon Edelman Borman & Brand, LLP, Attn: Paul Chestovich at (612) 672-8305.

Our ~~Business~~

~~URON~~Company

Western Capital Resources, Inc. is a Minnesota corporation that maintains two operating segments: one provides short-term consumer loans, commonly referred to as cash advance or “payday” loans, ~~through its~~and the other operates Cricket retail cellular wireless stores.

Payday operations are conducted under our wholly owned ~~operating~~ subsidiary Wyoming Financial ~~Lenders.~~Lenders, Inc. The Federal Trade Commission describes these loans as “small, short-term high-rate loans.” Our payday loans generally are offered and made in exchange for fees that, if treated as interest, are at a rate extraordinarily higher than prime and are made to individuals who do not typically qualify for prime rate loans. As a consequence, our loans may be considered a type of ~~December 31, 2007,~~subprime loan. In Wisconsin and Colorado, the Payday division provides short-term installment loans. The installment loan product has a rate of interest significantly higher than traditional financial institutions. At June 30, 2012, we operated 52 payday lending stores ~~with locations~~ in nine states, including Colorado, Iowa, Kansas, ~~Montana,~~ Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming. ~~The principal amounts~~Our provision of ~~our typical cash advance~~payday and installment loans range from $100 to $500. Since that date, we have acquired ten new stores, including five stores in Arizona. Cash advance loans provide customers with cash in exchange for a promissory note with a maturity of generally two to four weeks and supportedis typically heavily regulated by ~~that 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 $20 per each $100 borrowed. To repay the cash advance loans, customers may pay with cash,various states in which ~~case their personal check~~we operate, and our payday lending and installment loan business is ~~returned to them, allow the check to be presented~~extremely susceptible to the ~~bank for collection,~~adverse effects of any changes in federal or state laws and regulations that may ~~pay by ACH direct payment.~~

Wefurther restrict or flatly prohibit payday lending.

Through our payday segment, we also provide title and ancillary consumer financial products and services that are complementary to our ~~payday-lending~~payday and installment lending business, such as check-cashing services, money transfers and money orders. Our check-cashing services involve the cashing of checks for a fee; money-transfer services involve the transfer of money by wire for a fee; and our money-orders services involve the issuing of money orders for a fee. We ~~also offer guaranteed phone/Cricket™ phones~~believe these services are complementary since customers typically come to our ~~customers.~~stores for financial reasons and to procure financial services (i.e., obtain a loan). Once the loan has been obtained, a customer may, for instance, decide to wire a payment of money or obtain a money order to satisfy a debt or other obligation. Our loans and other services are subject to state regulations (which vary from state to state), and federal and local regulations, where applicable.

Our second segment operates retail stores selling Cricket cellular phones and accessories. Cricket phones are prepaid cellular phones that function for a period of time for a flat fee, without usage limitations and without any long-term contract or commitment required from the consumer. At June 30, 2012 we owned and operated 50 Cricket wireless retail stores in 14 states, including Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon, Texas and Washington. While there are state regulations that affect our provision of Cricket phone products and services, our Cricket phone business is not highly susceptible to the adverse effects of changes in federal or state laws and regulations.

~~We believe there has always been a strong demand for small, short-term consumer loans~~

The tables below summarize our financial results and condition as of June 30, 2012 and 2011 (unaudited) and as of December 31, 2011 and 2010 (audited).

	June 30, 2012		June 30, 2011
Revenues	$	13,444,739	$	9,078,713
Net income (loss) to common shareholders	$	92,793	$	(367,916	)
Current assets	$	7,845,021	$	6,911,589
Current liabilities	$	7,747,240	$	5,764,562
Total assets	$	21,773,096	$	19,412,124
Total liabilities	$	9,589,240	$	6,716,974
Shareholder equity	$	12,183,856	$	12,695,150

	December 31, 2011		December 31, 2010
Revenues	$	19,487,920	$	17,978,447
Net loss to common shareholders	$	664,769	$	751,059
Current assets	$	8,418,534	$	7,958,443
Current liabilities	$	7,883,414	$	6,452,628
Total assets	$	22,021,776	$	20,770,882
Total liabilities	$	9,623,479	$	7,707,816
Shareholder equity	$	12,398,297	$	13,063,066

The above figures include an assumed preferred stock dividend relating to our Series A Convertible Preferred Stock in the ~~United States. Nevertheless, traditional lenders like banks~~amount of $2.1 million in 2011 and ~~finance companies have often been constrained by laws (or internal policies) that make providing small, short-term loans cost prohibitive. In addition, these smaller~~2010.

For the fiscal year ended December 31, 2011, each of our major revenue sources generated the following gross profits:

	Payday and Installment			Phone & Accessory			Cricket Fees
Income	$	10,201,403		$	4,585,584		$	3,741,495
Provision for loan losses		(1,396,724	)		--			--
Collection costs		(386,230	)		--			--
Costs of phones and accessories		--			(2,857,294	)		--
Gross Profit	$	8,418,449		$	1,728,290		$	3,741,495

For the fiscal years ended December 31, 2011 and ~~short-term loans are incompatible with~~2010, the ~~acceptable risk level~~net loss to our common ~~to many traditional lenders. Traditional lenders generally appear to have moved away from this type~~shareholders was $664,769 and $751,059, respectively, which assumes the payment of ~~lending. The departure of traditional credit providers appears to have contributed to the rise of payday lending.~~

~~The cash advance loan industry began its rapid growth in 1996, when there were an estimated 2,000 cash advance loan stores~~a dividend on our Series A Convertible Preferred Stock in the ~~United States. Currently, there~~amount of $2.1 million in 2011 and 2010. Investors are ~~an estimated 22,000 cash advance loan stores in~~encouraged to review our financial statements (and the ~~United States, which in the aggregate provide approximately $40 billion in short-term credit~~notes to ~~millions~~our consolidated financial statements) beginning on page F-1 of ~~middle-class households experiencing cash-flow shortfalls. During~~ this ~~same time, the number of states that expressly permit or do not expressly prohibit cash advance loans has grown from six~~prospectus prior to ~~36 states~~exercising their subscription rights and the District of Columbia. Currently, industry trends indicate that, overall, there is likely to be a net decrease in total payday lending stores over the next few years from closings resulting primarily from regulatory changes and a slowdown in new store growth and general economic conditions. In 2007, the payday lending store base declined approximately 2.5% (approximately 600 stores), the first such decline in seven years. Nevertheless, the industry’s internet volume during 2007 increased by 40% over the prior year.

Cash advance loan customers typically are middle-income or lower-middle-income, middle-educated individuals who are a part of a young family. In addition, many customers claim to have at least one other alternative to using a cash advance loan that offers quick access to money, such as overdraft protection, credit cards, credit union loans or savings accounts. We believe that our customers choose the cash advance loan product because it is quick, convenient and, in many instances, a lower-cost or more suitable alternative for the customer than the other available alternatives.

~~Like most other cash advance lenders, we believe that the primary competitive factors~~investing in our ~~business~~common stock.

Corporate Organization

Our principal offices are ~~location~~located at 11550 “I” Street, Suite 150, Omaha, Nebraska 68137, and ~~customer service.~~ our telephone number at that office is (402) 551-8888.

We face intense competition in an industry with relatively low barriers to entry, and we believe that the cash advance lending markets are becoming more competitive as the industry matures and consolidates. We compete with other cash advance and check cashing stores and financial service entities and retail businesses that offer cash advance loans or similar financial services. In addition, we compete in part with services offered by traditional financial institutions, such as overdraft protection.

Additional areas of competition have recently arisen. Businesses now offer loans over the internet as well as “loans by phone,” and these have begun to compete with us. There also has been increasing penetration of electronic banking and related services into the check cashing and money transfer industry, including direct deposit of payroll checks, payroll cards, stored-value cards and electronic transfer of government benefits.

We believe that our management team, which has a combined 36 years of industry experience, provides us with a competitive strength. We also believe that customer service is critical to developing loyalty. In our industry, we believe that quality customer service means (i) assisting with the loan application process and understanding the loan terms, (ii) treating customers respectfully, and (iii) processing transactions with accuracy, efficiency and speed.

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

~~Corporate Information~~

~~URON was~~were originally incorporated and organized as a Minnesota corporation under the name URON Inc. in November 2001. From our incorporation until August 2006, we were wholly owned by Multiband Corporation, a publicly traded Minnesota corporation. Multiband spun us off (as “URON”) to Multiband’s shareholders in August 2006 and caused us to become a public reporting corporation as part of the spinoff process. At that time, our principal business was the provision of dial-up internet service to residential and commercial customers, principally in the midwestern United States, Texas, South Carolina and Florida. In December 2007, we engaged in a merger transaction with Wyoming Financial Lenders, Inc., a Wyoming corporation. In the merger transaction, we acquired the payday lending business we currently operate through Wyoming Financial Lenders. Shortly after our merger with Wyoming Financial Lenders, ~~continues~~we changed our corporate name from URON Inc. to ~~exist~~“Western Capital Resources, Inc.”

Our fiscal year ends December 31. Neither us nor any of our predecessors have been in bankruptcy, receivership or any similar proceeding. Our corporate structure, including our principal operating subsidiaries, is as a wholly owned operating subsidiary of the Company. As explained in the “About this Prospectus” section of this prospectus above, throughout this prospectus we refer to the aforementioned merger transaction as the “Merger.” We presently conduct our business operating through Wyoming Financial Lenders, Inc. and National Cash & Credit, LLC.

follows:

~~Our principal offices are located at 2201 West Broadway, Suite 1, Council Bluffs, Iowa 51501, and our telephone number at that office is (712) 322-4020.~~

~~The Offering~~

~~Common stock offered~~			~~3,592,859~~
~~Common stock outstanding before the offering~~ ⁽¹⁾			~~8,889,644~~
~~Common stock outstanding after the offering~~			~~9,289,644~~

~~(1)~~

~~Based on the number of shares of common stock outstanding as of the date of this prospectus, but excluding 400,000 common shares issuable upon exercise of outstanding common stock warrants.~~

Of the shares of common stock offered hereby, an aggregate of 2,915,002 outstanding shares were originally issued in a private placement financing transaction that was undertaken in connection with, and closed simultaneously with, the Merger. The receipt by URON of at least $4 million in the financing transaction was a closing condition to the Merger. In total, we offered and sold 4,403,544 common shares in the transaction and raised gross proceeds of $4.5 million.

The remaining 277,857 outstanding shares offered hereby were issued in connection with our acquisition of National Cash & Credit, LLC, a Minnesota limited liability company. This transaction was consummated on February 26, 2008 and involved our acquisition of all of the outstanding membership interests in that company. In this transaction, we acquired five new stores in the Phoenix, Arizona market. Our Chief Executive Officer and President, Christopher Larson, possessed a material financial interest in National Cash & Credit, LLC. For more information, please see “~~Certain Relationships and Transactions.~~”

A total of 400,000 shares offered hereby are issuable upon exercise of an outstanding warrant issued on November 29, 2007. This warrant was issued to and is held by Lantern Advisers, LLC, a Minnesota limited liability company. The warrant provides Lantern Advisers with the right, for a period of five years, to purchase up to 400,000 shares of our common stock at the per-share price of $0.01. Under the terms of the warrant but with certain limited exceptions, Lantern Advisers presently has a “piggyback registration right,” which is the right to have the shares of common stock issuable upon exercise of the warrant included in a registration statement that we file. We are including in this prospectus the 400,000 common shares issuable upon exercise of the warrant pursuant to Lantern Advisers’ piggyback registration rights.

~~Risk Factors~~

~~Investment~~

RISK FACTORS

Investing in our ~~common stock~~securities involves a high degree of ~~risk and should be regarded as speculative. As a result, you should only consider purchasing common shares if you can reasonably afford to lose your entire investment.~~

~~RISK FACTORS~~

~~An investment in our common stock involves a number of risks. Before deciding to invest in our common stock, you~~risk. You should carefully consider ~~each~~the specific risks described below, the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and any risks described in our other filings with the Securities and Exchange Commission, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the ~~following risk factors and all~~Securities Exchange Act of 1934, before making an investment decision. See the section of this prospectus entitled “Where You Can Find More Information.” Any of the ~~other information set forth in this prospectus. The following~~ risks we describe below could ~~materially harm~~cause our business, financial condition, results of operations or future ~~results. If any such risks materialize, the value~~prospects to be materially and adversely affected. The market price of our common stock could decline if one or more of these risks and uncertainties develop into actual events and you could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, results of operations or future prospects. In addition, some of the statements in this section of the prospectus are forward-looking statements. For more information about forward-looking statements, please see the section of this prospectus entitled “Risk Relating to Forward-Looking Statements” above.

Risks Related to the Rights Offering

The price of our common stock is volatile and may decline before or after the subscription rights expire.

The market price of our common stock is subject to fluctuations in response to numerous factors, including factors that have little or nothing to do with us or our performance, and these fluctuations could materially reduce our stock price. These factors include, among other things:

governmental legislation or regulation;

business conditions in our markets and the general state of the securities markets and the market for similar stocks;

changes in capital markets that affect the perceived availability of capital to companies in our industry;

general economic and market conditions, such as recessions;

actual or anticipated variations in our operating results and cash flow; and

the number of shares of our common stock issued and outstanding or issuable .

In addition, the stock market historically has experienced significant price and volume fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our common stock.

When the rights offering is completed, your ownership interest will be diluted if you do not exercise the basic subscription privilege component of your subscription rights.

To the extent that you do not exercise the basic subscription privilege component of your subscription rights and shares are purchased by other shareholders in the rights offering, your proportionate economic and voting interest in the Company will be reduced, and the percentage that your original shares represent of our expanded equity after the rights offering will be diluted.

The subscription price determined for the rights offering is not necessarily an indication of the fair value of our common stock.

The subscription price is $.10 per share. The subscription price was determined by a special committee of our Board of Directors. Factors considered by the committee included the strategic alternatives available to us for raising capital, the price at which our shareholders might be willing to participate in the rights offering, historical and current trading prices of our common stock, the business prospects of our Company, and the general condition of the securities and capital markets. We cannot assure you that the market price for our common stock during the rights offering will be equal to or above the subscription price or that a subscribing owner of rights will be able to sell the shares of common stock purchased in the rights offering at a price equal to or greater than the subscription price.

You may not revoke your subscription exercise and you could be committed to buying shares above the prevailing market price.

Once you exercise your subscription rights, you may not revoke the exercise of such rights. This irrevocability applies to both your basic subscription privilege and your over-subscription privilege. The public trading market price of our common stock may decline before the subscription rights expire. If you exercise subscription rights and, afterwards, the public trading market price of our common stock decreases below the subscription price, you will have committed to buying shares of our common stock at a price above the prevailing market price, in which case you will have an immediate unrealized loss. Furthermore, after your exercise of subscription rights, you may not be able to sell your shares of common stock at a price equal to or greater than the subscription price, and you may lose all or part of your investment in our common stock.

If you do not act promptly and follow the subscription instructions, you may lose your right to exercise your subscription rights or your exercise of subscription rights may be rejected.

Subscription rights holders who desire to purchase shares in the rights offering must act promptly to ensure that all required forms and payments are actually received by the subscription agent before 5:00 p.m. Minneapolis time on November 14, 2012, the expiration date of the rights offering, unless extended. If you are a beneficial owner of shares, but not a record holder, you must act promptly to ensure that your broker, bank, or other nominee acts for you and that all required forms and payments are actually received by the subscription agent before the expiration date of the rights offering. We will not be responsible if your broker, custodian, or nominee fails to ensure that all required forms and payments are actually received by the subscription agent before the expiration date of the rights offering.

If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Importantly, neither we nor our subscription agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

The rights offering does not have a minimum amount of proceeds that must be raised for us to accept subscriptions and access proceeds. Therefore, if you exercise your subscription rights and if less than the entire offering amount is subscribed for, you may be investing in a company that continues to desire additional capital.

There is no assurance that any shareholders will exercise their subscription rights. Further, there is no minimum amount of proceeds required for us to accept subscriptions and access proceeds at the completion of the rights offering. In addition, all exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended by our Board of Directors. Based on the foregoing, if you exercise any subscription rights but we do not raise the desired amount of capital in this rights offering, you may be investing in a company that continues to desire additional capital to grow its current business or expand into new and complementary businesses.

Significant issuances of our common stock, or the perception that significant issuances may occur in the future, could adversely affect the market price for our common stock.

The substantial number of subscription rights involved in the rights offering, and other actual or perceived potential future issuances of our common stock, could adversely affect the market price of our common stock. Generally, issuances of substantial amounts of common stock in the public market, and the availability of shares for future sale, including up to 45,000,000 shares of our common stock that may be issued in the rights offering, could adversely affect the prevailing market price of our common stock and could cause the market price of our common stock to remain low for a substantial amount of time. Additional options and other equity awards may also be granted under our incentive plans.

We cannot foresee the impact of the rights offering and such potential securities issuances on the market for our common stock, but it is possible that the market for our shares may be adversely affected. It is also unclear whether or not the market for our common stock could absorb a large number of attempted sales in a short period of time, regardless of the price at which they might be offered. Even if a substantial number of sales do not occur within a short period of time, the mere existence of this “market overhang” could have a negative impact on the market for our common stock and our ability to raise additional equity capital.

Our officers, directors and greater-than-5% shareholders, including our controlling shareholder, WCR, LLC, may significantly increase their relative ownership and voting interest in the Company to the extent our other shareholders do not exercise their basic subscription privileges.

On October 3, 2012:

WCR, LLC beneficially owned approximately 71.5% of our common stock

John Quandahl, our Chief Executive Officer, beneficially owned approximately 3.7% of our common stock

Steve Irlbeck, our Chief Financial Officer, beneficially owned approximately 3.7% of our common stock

Richard Miller, our Chairman of the Board, beneficially owned approximately 5.9% of our common stock, and

Rich Horner, the Treasurer of our subsidiary Wyoming Financial Lenders, Inc., beneficially owned approximately 1.9% of our common stock.

Collectively, the above-identified shareholders possess beneficial ownership of approximately 75.5% of our common stock. We have been advised that WCR intends to participate in the rights offering, including exercising its over-subscription privilege (if available), but WCR has not committed or entered into any agreement that would require it to do so. The ~~cash advance~~same is true for our officers and directors who are also shareholders. To the extent that other shareholders do not participate in the rights offering, our officers, directors, greater-than-5% shareholders and WCR will necessarily increase their relative percentage of ownership in the Company if they do in fact participate in the rights offering by exercising their subscription rights.

We may use the proceeds of this rights offering in ways with which you may disagree.

We intend to use the net proceeds of this offering primarily to provide capital for the growth of our business through acquisitions and to potentially add new businesses that are complementary to our current business, and to provide additional liquidity for working capital and general corporate purposes. Accordingly, we will have significant discretion in the use of the net proceeds of this offering, and it is possible that we may allocate the proceeds differently than investors in this offering desire, or that we will fail to maximize our return on these proceeds. You will be relying on the judgment of our management with regard to the use of the proceeds from the rights offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. For more information, see the section entitled “Use of Proceeds.”

We could use, or be required to use, some of the proceeds of this offering to satisfy our outstanding dividend-payment obligations to our preferred shareholders.

As noted in the “Use of Proceeds” section of this prospectus, if we are unable to identify suitable acquisition opportunities or consummate acquisitions, we may use the net proceeds from this offering for working capital and general corporate purposes. In this regard, it is possible that we could determine to use some of the proceeds of this offering to make payments of dividends owed to our preferred shareholders. In such a case, the proceeds of this offering will not have been used to grow the business of the Company.

It is also possible that our Board of Directors may determine that we are required to make dividend payments to our preferred shareholders. This is because the Certificate of Designation setting forth the rights, preferences and privileges of our preferred stock conditions our obligation to make dividend payments only upon the legality of such payments under Minnesota law. Under that law, we are prohibited from making dividend payments to shareholders if, after the payment of the dividend, we are unable to satisfy our debts in the ordinary course.

If the rights offering is successful and we raise net proceeds approximating $4.5 million, and if our preferred shareholders were to then insist that we abide by the terms set forth in the Certificate of Designation for our preferred stock, then all of such money (less amounts, if any, determined by our Board of Directors to be necessary for the payment of our liabilities and obligations in the ordinary course) would likely be required to be paid as a dividend on our preferred stock due to the fact that preferred stock dividends aggregating $5.125 million were in arrears as of October 3, 2012. In such a case, the proceeds of this offering will not have been used to grow the business of the Company. None of our preferred shareholders have indicated to us that they would insist upon strict compliance with the dividend-payment terms of the preferred stock. Nevertheless, none of those shareholders have waived their right to do so.

We may cancel the rights offering at any time, and neither we nor the subscription agent will have any obligation to you except to return your exercise payments.

We may, in our sole discretion, decide not to continue with the rights offering or cancel the rights offering. If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty.

Risks Relating to Our Business and Company

The payday loan industry is highly regulated under state laws. Changes in state laws and regulations governing lending practices, or changes in the interpretation of such laws and regulations, could negatively affect our business.

Our business is regulated under numerous state laws and regulations, which are subject to change and which may impose significant costs or limitations on the way we conduct or expand our business. As of the date of this ~~prospectus,~~report, approximately 3638 states and the District of Columbia had legislation permitting or not prohibiting ~~cash advance~~payday loans. During the last few years, legislation has been adopted in some states that prohibits or severely restricts ~~cash advance~~payday loans. In 2006, Oregon passed a ballot initiative that caps interest rates and origination fees on cash advance loans at 36%, among other limitations. Before that, Georgia law effectively prohibited direct payday lending in 2004.

There are nearly always bills pending in various states to ~~revise~~alter the current laws governing ~~cash advance loans.~~payday lending. Any of these bills, or future proposed legislation or regulations prohibiting ~~cash advance~~payday loans or making them less profitable, ~~or unprofitable,~~ could be passed in any ~~of these states~~state at any time, or existing ~~cash advance loan~~ laws permitting payday lending could ~~expire or be amended. A wide range~~expire.

For example, recent legislation has been passed in Colorado, Wisconsin and Montana that restricts certain payday lending practices. In particular:

During 2010, Colorado House Bill 10-1351 was passed into law effective August 11, 2010. This law changed 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. We restructured our lending in Colorado to replace payday advances with a short-term installment loan product. Our 2011 gross profit from Colorado operations was negatively affected by these developments, decreasing 22% from 2010 gross profit.

In Wisconsin, new legislation effective January 1, 2011 limited payday loans to the lesser of $1,500 or 35% of the applicant’s monthly income, permits borrowers to cancel loans within 24 hours and roll their loans over only one time. In addition, payday lenders are required to offer a 60-day, interest free, payment plan to consumers upon maturity of their payday loans. Our 2011 gross profit from Wisconsin operations was negatively affected by these developments, decreasing 41% from 2010 gross profit.

Finally, 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%. We discontinued our operations and closed all four stores in Montana due to this law change. In 2010, approximately 3.87% of our payday division revenues were generated in Montana.

In addition, legislation banning payday loans was introduced in Nebraska in 2008 but eventually was dropped. Nevertheless, since we derive approximately 28% of ~~legislative or regulatory actions~~our payday revenues in Nebraska, the passage of any ~~number of states could~~such legislation in Nebraska would have a highly material and ~~adverse~~negative effect on our ~~revenues and earnings.~~

business.

Statutes authorizing ~~cash advance~~payday loans typically provide state agencies that regulate banks and financial institutions with significant regulatory powers to administer and enforce the laws relating to payday lending. Under statutory authority, state regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways or issue new administrative rules, even if not contained in state statutes, that affect the way we do business and may force us to terminate or modify our operations in those jurisdictions. They may also impose rules that are generally adverse to our industry. Finally, in many states, the attorney general has scrutinized or continues to scrutinize the ~~cash advance~~payday loan statutes and the interpretations of those statutes.

Any ~~significant~~adverse change in ~~the~~present laws or regulations, or their interpretation, in one or more such states (or an aggregation of ~~existing state statutes permitting payday lending~~states in which we conduct a significant amount of business) could result in our curtailment or cessation of operations in such jurisdictions. Any such action could have a corresponding highly material and ~~adverse affect~~negative impact on our ~~business.~~

results of operations and financial condition, primarily through a material decrease in revenues, and could also negatively affect our general business prospects as well if we are unable to effectively replace such revenues.

Our business is subject to complex federal laws and regulations governing lending practices, and changes in such laws and regulations could negatively affect our business.

Although states provide the primary regulatory framework under which we offer ~~cash advance~~payday loans, certain federal laws also affect our business. For example, because ~~cash advance~~payday loans are viewed as extensions of credit, we must comply with the federal Truth-in-Lending Act and Regulation Z ~~thereunder.~~under that Act. Additionally, we are subject to the Equal Credit Opportunity Act, the Gramm-Leach-Bliley Act and certain other federal laws. Additionally, anti-payday loan legislation has occasionally been introduced in the U.S. Congress. For example:

the interest rate and fees that may be charged on any loans, including payday loans, to any person in the military are limited to the equivalent of 36% per annum.

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 that Act, a new federal agency, the Consumer Financial Protection Bureau, will consolidate most federal regulation of financial services offered to consumers and replaces 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. While the Bureau does not appear to have authority to make rules limiting interest rates or fees charged, the scope and extent of the Bureau’s authority will nonetheless be broad, and it is expected that the Bureau 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 could have serious consequences for us.

~~Additionally, anti-cash advance loan legislation has been introduced~~condition, primarily through a decrease in revenues resulting from the U.S. Congress in the past. These efforts culminated in federal legislation in 2006 that limits the interest rate and fees that may be charged on any loans, including cash advance loans, to any person in the military to 36% per annum. The military lending prohibition became effective on October 1, 2007. Future federal legislativecessation or ~~regulatory action that restricts or prohibits cash advance loans could have a material adverse impact on our business, results~~curtailment of operations, decrease in our operating income through increased legal expenditures or fines, and ~~financial condition.~~

could also negatively affect our general business prospects as well if we are unable to effectively replace such revenues.

Changes in local regulations could have a material adverse effect on our business, results of operations and financial condition.

In addition to state and federal laws and regulations, our business is subject to various local rules and regulations such as local zoning regulations and permit licensing. We are aware of increasing efforts by local jurisdictions to restrict payday lending through the use of local zoning and permitting laws. Any actions taken in the future by local zoning boards or other governing bodies to require special use permits for, or impose other restrictions on, payday lenders could have a material adverse effect on the growth of our business ~~results of operations~~ and business ~~prospects.~~

prospects primarily by restricting any efforts to grow our business “organically” by opening more payday lending store locations.

Litigation and regulatory actions directed toward our industry or us could adversely affect our operating results, particularly in certain key states.

During the last few years, our industry has been subject to regulatory proceedings, class action lawsuits and other litigation regarding the offering of ~~cash advance~~payday loans, and we could suffer losses resulting from interpretations of state laws in those lawsuits or regulatory proceedings, even if we are not a party to those proceedings. ~~For example,~~Thus, the ~~North Carolina Commissioner of Banks recently issued a ruling~~losses we could suffer could be directly incurred through our involvement in ~~which it determined~~litigation or regulatory proceedings, or could be indirectly incurred through negative publicity regarding the industry in general that ~~Advance America, which marketed, originated, serviced and collected cash advance loans~~is generated by litigation on ~~behalf of a state-chartered bank located in Kentucky, violated various North Carolina consumer-protection statutes.~~

~~Additionally,~~regulatory proceedings involving third parties.

In addition, regulatory actions taken with respect to a particular non-payday lending financial service that we offer could negatively affect our ability to offer such other financial services. For example, if we were the subject of regulatory action related to our ~~check cashing, title loans or other products,~~check-cashing business, that regulatory action could adversely affect our ability to maintain our ~~licenses for~~ payday ~~lending.~~lending licenses. Moreover, the suspension or revocation of our license or other authorization in one state could adversely affect our ability to maintain licenses in other states. Accordingly, a violation of a law or regulation inwith respect to otherwise unrelated products or in other jurisdictions could affect other parts of our business and adversely affect our business and operations as a whole.

We may need additional financing in the future and any such financing may dilute our existing shareholders.

We anticipate that we will continue to experience growth in our income and expenses for the foreseeable future and that our operating expenses will be a material use of cash resources. Presently, we believe we have cash sufficient to maintain operations. In the event that our income ~~growth~~ does not meet our expectations, we may sooner require additional financing for working capital. In addition, if we determine to grow our business through acquisitions, any acquisitions we consummate ~~may~~will likely involve ~~outside~~additional financing. Any additional financing, for whatever purpose and for whatever reason, may dilute our existing shareholders.

Additional financing could be sought from a number of sources, including but not limited to additional sales of equity or debt securities (including equity-linked or convertible debt securities), loans from banks, loans from our affiliates or other financial institutions. We may not, however, be able to sell any securities or obtain any such additional financing when needed, or do so on terms and conditions acceptable or favorable to ~~the Company,~~us, if at all. If financing is not available, we may be forced to consider strategic alternatives, such as (but not limited to) curtailing certain aspects of our operations or closing certain operating locations. If we successfully enter into a financing transaction, any additional equity or equity-linked financing would be dilutive to shareholders, and additional debt financing, if available, may involve restrictive ~~covenants.~~covenants and above-market interest rates.

The concentration of our revenues in certain states could adversely affect us.

We currently ~~operate~~provide payday lending services in 11nine states. For the year ended December 31, ~~2007,~~2011, revenues from our locations in Nebraska represented approximately ~~36%~~28% of our total payday revenues. For the foreseeable future, we expect that a material and significant portion of our revenues will continue to be generated in Nebraska. We operate Cricket stores in 14 states as of June 30, 2012. For the year ended December 31, 2011, revenues from our Missouri and Indiana stores represented approximately 25% and 22% of our total Cricket revenues, respectively. As a result, changes to prevailing economic, demographic, competitive, regulatory or any other conditions, including the legislative, regulatory or litigation risks mentioned above, in the markets in which we operate, and in Nebraska and Missouri in particular, could lead to a reduction in demand for our ~~cash advance loans,~~services and result in a decline in our revenues or an increase in our provision for doubtful accounts, or even an outright legal prohibition on the conduct of our business. Any of these outcomes could in turn result in a material and swift deterioration of our financial condition ~~operating results~~ and business ~~prospects.~~

~~Unpredictability in financing markets could impair~~prospects principally by impairing our revenues and affecting our ability to ~~grow our business through acquisitions.~~

~~We anticipate that opportunities to acquire similar businesses will materially depend on the availability of~~obtain financing ~~alternatives with acceptable terms. As a result, poor credit and other market conditions or uncertainty in the financing markets could materially limit our ability to grow through acquisitions.~~

~~Public perception of cash advance lending as being predatory or abusive could adversely affect our business.~~

Recently, consumer advocacy groups and media reports have advocated governmental action to prohibit or severely restrict cash advance loans. The consumer groups and media reports typically focus on the cost to a consumer for this type of loan, which is higher than the interest typically charged by credit card issuers. This difference in credit cost is more significant if a consumer does not promptly repay the loan, but renews, or rolls over. The consumer groups and media reports typically characterize these transactions as predatory or abusive toward consumers. If this negative characterization of our business becomes widely accepted by consumers, demand for our cash advance loans could significantly decrease, which could adversely affect our results of operations and financial condition. Negative perception of our business activities could also result in our industry being subject to more restrictive laws and regulations and greater exposure to litigation.

~~Any disruption in the availability of our information systems could adversely affect our operations.~~

We rely upon our information systems to manage and operate our business. Each location is part of an information network that permits us to maintain adequate cash inventory, reconcile cash balances daily, report revenues and loan losses timely. Our security measures could fail to prevent a disruption in the availability of our information systems or our back-up systems could fail to operate properly. Any disruption in the availability of our information systems could adversely affect our operations and our results of operations.

~~If we lose key managers or are unable to attract and retain the talent required for our business, our operating results could suffer.~~

Our future success depends to a significant degree upon the members of our executive management, particularly Christopher Larson, our Chief Executive Officer and President, John Quandahl, our Chief Operating Officer and Steven Staehr, our Chief Financial Officer. Accordingly, the loss of the services of any of these individuals could adversely affect our business. Our continued growth will also depend upon our ability to attract and retain additional skilled management personnel. Competition for highly skilled and experienced management is intense and likely to continue and increase. To the extent that we are unable to attract and retain the talent required for our business, our operating results could suffer.

~~We lack product and business diversification, which creates a risk that our future revenues and earnings will be susceptible to fluctuations.~~

Our primary business activity is offering and servicing cash advance loans. We also provide certain related services, such as check cashing, money transfers and money orders, which related services accounted for approximately 20% of our revenues in fiscal 2007. If we are unable to maintain and grow the operating revenues from our cash advance loan business, our future revenues and earnings are not likely to grow and could decline. Our lack of product and business diversification could inhibit the opportunities for growth of our business, revenues and profits.

~~Competition in the retail financial services industry is intense and could cause us to lose market share and revenues.~~

We believe that the primary competitive factors in the cash advance loan industry are store location and customer service. We face intense competition in the cash advance loan industry, and we believe that the payday lending market is becoming more competitive as this industry matures and begins to consolidate. The cash advance loan industry has low barriers to entry, and new competitors may enter the market easily. We currently compete with services, such as overdraft protection offered by traditional financial institutions, and with other cash advance loan and check cashing stores and other financial service entities and retail businesses that offer cash advance loans or other similar financial services, as well as a rapidly growing internet-based cash advance loan market. Some of our competitors have larger and more established customer bases and substantially greater financial, marketing and other resources than we have. As a result, we could lose market share and our revenues could decline, thereby affecting our earnings and potential for growth.

~~General economic conditions affect our loan losses, and accordingly, our results of operations could be adversely affected by a general economic slowdown.~~

Provision for loan losses, net of recoveries, is one of our largest operating expenses, constituting approximately 13% of total revenues for the fiscal year ended December 31, 2007, with cash advance loan losses comprising most of the losses. At the end of each fiscal quarter, management considers recent collection history to develop expected loss rates, which are used to establish the allowance for loan losses. Any changes in economic factors that adversely affect our customers could result in higher loan loss experiences than anticipated, which could in turn adversely affect our loan charge-offs and operating ~~results.~~

~~If estimates of our loan losses are not adequate to absorb actual losses, our financial condition and results of operations may be adversely affected.~~

Our allowance for loan losses was $976,000 on December 31, 2007. Our allowance for loan losses is an estimate, and if actual loan losses are materially greater than our allowance for losses, our financial condition and results of operations could be adversely affected.

~~Because we maintain a significant supply of cash in our locations, we may experience losses due to employee error and theft.~~

Because our business requires us to maintain a significant supply of cash in our stores, we are subject to the risk of cash shortages resulting from employee error and theft. We periodically experience employee error and theft in stores, which can significantly increase the operating losses of those stores for the period in which the employee error or theft is discovered. We self-insure for employee error or theft at the store level. If our controls to limit our exposure to employee error and theft at the store level and at our corporate headquarters do not operate effectively or are structured ineffectively, our financial condition and results of operations could be adversely affected.

~~Regular turnover among our location managers and employees makes it more difficult for us to operate our locations and increases our costs of operation.~~

We experience a relatively stable workforce among our location managers and employees. Turnover interferes with implementation of operating strategies. Increases in our workforce turnover in the future would likely increase our operating pressures and operating costs and could restrict our ability to grow. Additionally, high turnover would create challenges for us in maintaining high levels of employee awareness of and compliance with our internal procedures and external regulatory compliance requirements.

~~Our directors, officers and our~~ controlling shareholder ~~possess~~possesses controlling voting power with respect to our common stock and voting preferred stock, which will limit ~~practically~~ your influence on corporate matters.

Our ~~officers and directors collectively possess~~controlling shareholder, WCR, LLC, has beneficial ownership of ~~approximately 14,750,094~~10,791,250 shares (9,700,000 of ~~our common stock,~~ which ~~currently represents approximately 78.1% of our common stock. This includes all of the 1,125,000 common shares and 10,000,000 shares~~are issuable upon conversion of Series A Convertible Preferred ~~Stock (presently convertible into~~Stock). These shares represent beneficial ownership of approximately 71.5% of our common stock ~~on a share-for-share basis) held by WERCS, a Wyoming corporation and~~as of the ~~former sole stockholder~~date of ~~Wyoming Financial Lenders, Inc.~~this report. As a result, ~~our directors, officers and WERCS (our most significant shareholder), will have~~WCR has the ability to outrightly control our management and affairs through the election and removal of our ~~directors,~~entire Board of Directors and all other matters requiring shareholder approval, including the future merger, consolidation or sale of all or substantially all of our assets.

This concentrated control could discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise be beneficial to our shareholders. Furthermore, this concentrated control will limit the practical effect of your participation in Company matters, through shareholder votes and otherwise.

Our articles of incorporation grant our Board of Directors the power to issue additional shares of common and preferred stock and to designate other classes of preferred stock, all without shareholder approval.

Our authorized capital consists of 250 million shares of capital stock. Pursuant to authority granted by our articles of incorporation, our Board of Directors, without any action by our shareholders, may designate and issue shares in such classes or series (including other classes or series of preferred stock) as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting ~~rights.~~rights, provided it is consistent with Minnesota law. The rights of holders of other classes or series of stock that may be issued could be superior to the rights of holders of our common shares. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then-current holders of our capital stock and may dilute our book value per share.

A default under our borrowing arrangement could require us to seek financing on a short-term basis that may be disadvantageous to us.

On October 18, 2011, we entered into a borrowing arrangement with River City Equity, Inc. Under this arrangement, we may borrow up to $2,000,000 at an interest rate of 12% per annum, with interest payable on a monthly basis. The note we delivered to River City Equity matures on September 30, 2013, on which date all unpaid principal and accrued but unpaid interest thereon is due and payable. The note includes a prepayment penalty and, under certain circumstances, permits River City Equity to obtain a security interest in substantially all of our assets. As of October 3, 2012, $1,550,000 has been advanced under this arrangement.

If we are unable to comply with the terms of our promissory note with River City Equity, we may need to seek additional financing. We may not be able to obtain financing on a short-term basis. Furthermore, even if we are able to obtain needed short-term financing, we may be unable to do so on terms that are favorable.

A significant portion of our assets consists of goodwill and other intangible assets.

As of December 31, 2011, 58% of our assets consisted of goodwill and other intangible assets. Under generally accepted accounting principles, the carrying value of goodwill is subject to periodic review and testing to determine if it is impaired. The value of our assets will depend on market conditions, regulatory environment, the availability of buyers and similar factors. While the value of these assets is based on management projections and assumptions and is determined by using the discounted cash flow method for purposes of our impairment testing, those values may differ from what could ultimately be realized by us in a sales transaction or otherwise and that difference, while not affecting cash flow, could have a material adverse impact on our operating results and financial position.

Unpredictability in financing markets could impair our ability to grow our business through acquisitions.

We anticipate that opportunities to acquire similar businesses will materially depend on the availability of financing alternatives with acceptable terms. As a result, poor credit and other market conditions or uncertainty in the financing markets or the payday lending business in particular could materially limit our ability to grow through acquisitions since such conditions and uncertainty make obtaining financing more difficult.

Public perception of payday lending as being predatory or abusive could adversely affect our business.

Recently, consumer advocacy groups and media reports have advocated governmental action to prohibit or severely restrict payday loans. The consumer groups and media reports typically focus on the cost to a consumer for this type of loan, which is higher than the interest typically charged by credit card issuers. The consumer groups and media reports typically characterize these transactions as predatory or abusive toward consumers. If this negative characterization of our business becomes widely accepted by consumers, demand for our payday loans could significantly decrease, which could adversely affect our results of operations primarily by decreasing our revenues. Negative perception of our business activities could also result in our industry being subject to more restrictive laws and regulations and greater exposure to litigation.

Any disruption in the availability of our information systems could adversely affect our operations.

We rely upon our information systems to manage and operate our business. Each location is part of an information network that permits us to maintain adequate cash inventory, reconcile cash balances daily, and report revenues and loan losses in a timely manner. Our security measures could fail to prevent a disruption in the availability of our information systems or our back-up systems could fail to operate properly. Any disruption in the availability of our information systems could adversely affect our results of operations by impairing our ability to efficiently effect transactions.

If we lose key managers or are unable to attract and retain the talent required for our business, our operating results could suffer.

Our future success depends to a significant degree upon the members of our executive management, particularly John Quandahl, who is our Chief Executive Officer. Accordingly, the loss of these services would likely materially and adversely affect our business. We have an employment agreement with Mr. Quandahl effective through March 31, 2013. Nevertheless, we cannot be certain that Mr. Quandahl will continue providing services to us for any particular period of time. Our continued growth will also depend upon our ability to attract and retain additional skilled management personnel. Competition for highly skilled and experienced management is intense and likely to continue and increase. To the extent that we are unable to attract and retain the talent required for our business, our operating results could suffer.

We lack product and business diversification with a customer base primarily in urban areas, which creates a risk that our future revenues and earnings will be susceptible to fluctuations.

Our primary payday business activity is offering and servicing payday loans. We also provide certain related and other services, such as check cashing, money transfers and money orders. The payday segment accounted for approximately 58% of our total revenues in 2011. Our Cricket retail segment accounted for the remaining approximately 42% of our total revenues in 2011. If we are unable to further diversify our business products and services and expand our customer base outside of urban areas, we may experience fluctuations in our revenues and earnings, which may be significant, relating to our payday lending business and wireless cellular sales. Such fluctuations could also result from legal or regulatory changes in one or more jurisdictions, changes in economic conditions in the jurisdictions where we provide services, or result from other risks or adverse events befalling us. Our susceptibility to fluctuations or the actual happening of significant fluctuations in our revenues or earnings could cause our Company to be perceived as a less stable and therefore less attractive investment in general, which would likely negatively affect the market price of our common stock and our ability to obtain additional financing an acceptable terms.

Competition in the retail financial services industry is intense and could cause us to lose market share and revenues.

We believe that the primary competitive factors in the payday loan industry are store location and customer service. We face intense competition in the payday loan industry, and we believe that the payday lending market is becoming more competitive as this industry matures and begins to consolidate. The payday loan industry has low barriers to entry, and new competitors, such as Wal-Mart, may enter the market easily. We currently compete with certain related services, such as overdraft protection offered by traditional financial institutions, and with other payday loan and check cashing stores and other financial service entities and retail businesses that offer payday loans or other similar financial services, as well as a rapidly growing Internet-based payday loan market. Some of our competitors have larger and more established customer bases and substantially greater financial, marketing and other resources than we have. As a result, we could lose market share and our revenues could decline, thereby affecting our earnings and potential for growth.

We face significant wireless cellular competition that may reduce our market share and lower our profits.

We face significant competition in the market in which our Cricket wireless division operates. We currently compete with resellers of our size including US Cellular and Metro PCS. We also compete with the four national wireless service providers (AT&T, Sprint Nextel, T-Mobile and Verizon Wireless) and with Walmart’s Straight Talk and Family Mobile plans. Our ability to compete effectively will depend on, among other things, the pricing of Cricket services and equipment, the quality of our customer service, the reach and quality of our sales and distribution channels and our capital resources. It will also depend on how successfully we anticipate and respond to various factors affecting our industry, including new technologies and business models, changes in consumer preferences, demographic trends and economic conditions. Finally, operating solely as a Cricket reseller, we are dependent upon pricing, channel strategies, product supply, credit terms, dealer compensation structure, and up-to-date wireless technologies and infrastructure of Cricket Wireless. If the business of Cricket Wireless itself were to suffer, become threatened or fail to effectively compete against its competitors, our Cricket wireless division would correspondingly be adversely affected, perhaps materially.

Present participants in the wireless industry also faces competition from other communications and technology companies seeking to capture customer revenue and brand dominance with respect to the provision of wireless products and services. For example, Apple Inc. is packaging software applications and content with its handsets, and Google Inc. has developed and deployed an operating system and related applications for mobile devices.

Our results of operations could be adversely affected by higher loan losses resulting from a general economic slowdown or other negative economic conditions such as high unemployment.

Provision for loan losses, net of recoveries, is one of our largest operating expenses, constituting approximately 7.2% of total revenues for the fiscal year ended December 31, 2011, and 4.7% of total revenues for the six months ended June 30, 2012, with payday loan losses comprising most of the losses. Any changes in economic factors that adversely affect our customers, such as an economic downturn or high unemployment, could result in higher loan loss experiences than anticipated, which could in turn adversely affect our loan charge-offs and operating results.

If estimates of our loan losses are not adequate to absorb actual losses, our financial condition and results of operations may be adversely affected.

We maintain an allowance for loan losses at levels to cover the estimated incurred losses in the collection of our loan portfolio outstanding at the end of each applicable period. At the end of each period, management considers recent collection history to develop expected loss rates, which are used to establish the allowance for loan losses. Our allowance for loan losses was $1.0 million at December 31, 2011 and $.9 million at June 30, 2012. Our allowance for loan losses is an estimate, and if actual loan losses are materially greater than our allowance for losses, our financial condition and results of operations could be adversely affected.

Because we maintain a significant supply of cash in our locations, we may experience losses due to employee error and theft.

Because our business requires us to maintain a significant supply of cash in our stores, we are subject to the risk of cash shortages resulting from employee error and theft. We periodically experience employee error and theft in stores, which can significantly increase the operating losses of those stores for the period in which the employee error or theft is discovered. We self-insure for employee error and theft at the store level. If our controls to limit our exposure to employee error and theft at the store level and at our corporate headquarters do not operate effectively or are structured ineffectively, our operating margins could be adversely affected, including by costs associated with increased security and preventative measures.

Failure to achieve and maintain effective internal controls could limit our ability to detect and prevent fraud and thereby adversely affect our business and stock price.

Effective internal controls are necessary for us to provide reliable financial reports. Nevertheless, all internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our most recent evaluation of our internal controls resulted in our conclusion that our disclosure controls and procedures were effective. Our inability to maintain an effective control environment may cause investors to lose confidence in our reported financial information, which could in turn have a material adverse effect on our stock price.

Our reliance on information management and transaction systems to operate our business exposes us to cyber incidents and hacking of our sensitive information if our outsourced service provider experiences a security breach.

Effective information security internal controls are necessary for us to protect our sensitive information from illegal activities and unauthorized disclosure in addition to denial of service attacks and corruption of our data. In addition, we rely on the information security internal controls maintained by our outsourced service provider. Despite utilization of a service provider that maintains the highest level of security around our information systems, the sophistication of hackers continues to increase. Our most recent evaluation of ours and our service providers’ internal controls resulted in a conclusion that our disclosure controls and procedures were effective. Nevertheless, our inability to maintain effective controls or a relationship with an information technology provider that itself maintains effective controls may increase our vulnerability to cyber attacks. Breaches of our information management system could also adversely affect our business reputation and we could be subject to third-party lawsuits relating to the unauthorized disclosure of personal information. Finally, significant information system disruptions could adversely affect our ability to effectively manage operations or reliably report results.

Regular turnover among our location managers and employees makes it more difficult for us to operate our locations and increases our costs of operation.

Because we became public by means of a reverse merger, we may not be able to attract the attention of major brokerage firms.

Additional risks to our investors may exist since we became public through a “reverse merger.” Security analysts of major brokerage firms may not provide coverage of ~~the~~our Company since, because we became public through a reverse merger, there is no incentive to brokerage firms to recommend the purchase of our common stock. In addition, because of past abuses and fraud concerns stemming primarily from a lack of public information about newly public businesses, there are many people in the securities industry and business in general who view reverse ~~merger/public shell~~merger transactions with suspicion. This may be the case even though our reverse merger transaction occurred in 2007. Without brokerage firm and analyst coverage, there may be fewer people aware of us and our business, resulting in fewer potential buyers of our securities, less liquidity, and ~~depressed~~lower stock prices for our ~~investors.~~

~~Wyoming Financial Lenders, Inc. may have material liabilities of which~~investors than would be the case if we ~~are not aware, or vice versa.~~

Although each of the parties to the Merger conducted a due-diligence review of the financial condition and legal status of the other, URON Inc. may have material liabilities that Wyoming Financial Lenders, Inc. was not aware of and has not yet discovered; or conversely, Wyoming Financial Lenders, Inc. may have material liabilities that URON Inc. was not aware and did not discover prior to the consummation of the Merger. Furthermore, although the Merger Agreement contained customary representations and warranties from both parties concerning their assets, liabilities, financial condition and affairs, it is possible that none of URON Inc., Wyoming Financial Lenders, Inc. (as the operating entity after the Merger) or the pre-Merger owners of either entity will have any material recourse against another party or its former or current owners or principals in the event such representations and warranties prove to be untrue, with resulting damages.

~~We are subject to the Sarbanes-Oxley Act and the reporting requirements of federal securities laws, which can be expensive.~~

~~As a result of the Merger, we are subject to the Sarbanes-Oxley Act and became~~had become a public reporting company and, accordingly, subject to the information and reporting requirements of the Securities Exchange Act of 1934 and other federal securities laws. The costs of compliance with Sarbanes-Oxley, of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, furnishing audited reports to our shareholders, and other legal, audit and internal resource costs attendant with beingin a ~~public reporting company will cause our expenses to be significantly higher than they would be if Wyoming Financial Lenders, Inc. had remained privately held.~~

more traditional manner.

Our common stock trades only in an illiquid trading market.

Trading of our common stock is conducted on the ~~over-the-counter bulletin board.~~OTC Bulletin Board (OTCBB: WCRS). This has an adverse effect on the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us and our common stock. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock.

In addition, there has typically been very little trading activity in our common stock. During 2011, the average daily trading volume (as reported by Google Finance) was approximately 5,000 shares with the 52-week trading prices ranging from $0.01 to $0.06 per share. The trade volume was as low as 2,000 shares for all of March and April 2011. During the three-month period ended June 30, 2012, the average daily trading volume was approximately 7,294 shares. The small trading volume will likely make it difficult for our shareholders to sell their shares as and when they choose. Furthermore, small trading volumes generally depress market prices. As a result, you may not always be able to resell shares of our common stock publicly at the time and prices that you feel are fair or appropriate.
Our common stock is a “penny stock,” which may make it difficult to sell shares of our common stock.
Our common stock is categorized as a “penny stock” subject to the requirements of Rule 15g-9 under the Securities and Exchange Act of 1934. Under this rule, broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. Under applicable regulations, our common stock will generally remain a “penny stock” until and for such time as its per-share price is $5.00 or more (as determined in accordance with SEC regulations), or until we meet certain net asset or revenue thresholds. These thresholds include the possession of net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2,000,000 if we have been operating for at least three years or $5,000,000 if we have been operating for fewer than three years, and the recognition of average revenues equal to at least $6,000,000 for each of the last three years.
The penny-stock rules severely limit the liquidity of securities in the secondary market, and many brokers choose not to participate in penny-stock transactions. As a result, there is generally less trading in penny stocks. If you become a holder of our common stock, you may not always be able to resell shares of our common stock in a public broker’s transaction, if at all, at the times and prices that you feel are fair or appropriate.

There is not now and there may not ever be an active market for shares of our common stock.

In general, there has been ~~very little~~minimal trading ~~activity~~volume in ~~shares of~~ our common stock. The small trading volume will likely make it difficult for our shareholders to sell their shares as and when they choose. Furthermore, small trading volumes are generally understood to depress market prices. As a result, you may not always be able to resell shares of our common stock publicly at the time and prices that you feel are fair or appropriate.

We do not intend to pay dividends on our common stock for the foreseeable future. We will, however, pay dividends on our convertible preferred ~~stock~~.

~~Wyoming Financial Lenders, Inc. has in the past paid~~stock.

When permitted by Minnesota law, we are required to pay dividends to ~~WERCS (its former sole stockholder prior to~~ the ~~Merger). In the Merger, WERCS received 10,000,000 shares~~holders of ~~“Series~~our Series A Convertible Preferred Stock,” each share of which carries a $2.10 stated value. ~~Such preferred stock~~There are 10 million shares of Series A Convertible Preferred Stock issued and outstanding. Our Series A Convertible Preferred Stock entitles its holders to (i) a cumulative 10% dividend, compounded and payable on a quarterly basis; (ii) in the event of a liquidation or dissolution of the Company, a preference in the amount of all accrued but unpaid dividends plus the stated value of such shares, before any payment shall be made or any assets distributed to the holders of any junior securities; (iii) convert their preferred shares into our common stock on a share-for-share basis, subject to adjustment; and (iv) vote their preferred shares on an as-if-converted basis.

We have the right to redeem some or all such preferred shares, at any time upon 60 days’ advance notice, at a per-share price ~~dependent upon the date~~ of ~~redemption. In the case of any redemption closing on or prior to March 31, 2009, the redemption price will be $3.00 per share plus accrued but unpaid dividends; thereafter, the redemption price will~~ $3.50 ~~per share~~ plus accrued but unpaid dividends. Holders of Series A Convertible Preferred Stock have no preemptive or cumulative-voting rights.

We do not anticipate that we will pay any dividends for the foreseeable future on our common stock. Accordingly, any return on an investment in us will be realized only when you sell shares of our common stock. When legally permitted, we must expect to pay dividends to our preferred shareholders.

The 10 million issued and outstanding shares of Series A Convertible Preferred Stock have an aggregate stated value of $21 million. The Company issued these preferred shares to WERCS Inc. on December 31, 2007 in the transaction through which the Company obtained its payday lending business. These preferred shares accrue dividends at 10%, making the annual dividend amount $2.1 million. As of October 3, 2012, there were $5,125,000 of dividend payments in arrears. In the event the Company were to fail to pay the preferred stock dividend after being requested to do so by the preferred shareholders, then, unless the payment would be prohibited under Minnesota law, the preferred shareholders would have a breach-of-contract claim against the Company.

~~SPECIAL NOTE REGARDING~~

RISK RELATING TO FORWARD-LOOKING STATEMENTS

~~Some of the statements made~~

Certain matters discussed in this prospectus 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.~~forward-looking statements. These forward-looking statements are ~~based upon~~subject to risks, uncertainties and assumptions about our ~~current expectations~~operations and ~~projections about future events. When used~~the investments we make, including, among other things, factors discussed under the heading “Risk Factors” in this prospectus and 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 prospectus are primarily located in the material set forth under the headings “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” but are found in other parts of this prospectus 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 prospectus completely and with the understanding that actual future results may be materially different from what we expect. We will not 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:~~

following:

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

~~Litigation~~potential litigation and regulatory actions directed toward our industry ~~or us, particularly~~ in ~~certain key states~~general;

~~Our~~our potential need for additional financing ~~and~~in the future;

~~Unpredictability~~our concentration of revenues in certain states where laws or ~~uncertainty~~regulations may change;

our historic and current reliance on debt financing, and any potential default under borrowing arrangements;

our capital structure, and any attempt by our preferred shareholders to strictly enforce the rights and privileges of their preferred stock relating to dividends and other matters;

the ultimate control of our management and our Board of Directors by our controlling shareholder, WCR, LLC;

any failure to maintain effective internal controls effective at detecting and preventing fraud;

our reliance on information management systems and exposure to cyber incidents;

unpredictability in financing markets ~~which~~that could ~~impair~~affect our ability tofinance or grow our ~~business through acquisitions~~business;

~~Other~~

disruptions in the availability of information systems we use to operate and manage our businesses;

competition in the markets in which we operate;

our reliance on certain key personnel in the management of our businesses;

our relative lack of product and business diversification;

general economic conditions and outlook;

any failure by us to accurately forecast loan losses;

theft, including employee theft;

employee and management turnover;

the fact that goodwill and other intangible assets represent approximately 58% of our total asset value; and

the fact that our common stock is presently thinly traded in an illiquid market.

Some of the statements in this prospectus that are not historical facts are “forward-looking” statements. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve both known and unknown risks, uncertainties and other factors that ~~could~~may cause our actual transactions, results, performance or achievements to ~~differ~~be materially different from ~~those~~any future transactions, results, performance or achievements expressed or implied by such forward-looking statements.

We base the forward-looking statements we use or include in this prospectus on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this prospectus will prove to be accurate. We caution you that the forward-looking statements in this prospectus are ~~more fully described~~only estimates and predictions. Actual results could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. These risks, uncertainties and assumptions include, but are not limited to, those discussed in this prospectus.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to certain issuers, including issuers that do not have their equity traded on a recognized national exchange or the Nasdaq Capital Market. Our common stock does not trade on any recognized national exchange or the Nasdaq Capital Market. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

USE OF PROCEEDS

We expect that the gross proceeds from the rights offering will be approximately $4,500,000, and that our offering and related expenses will be approximately $100,000. We intend to use the net proceeds of the rights offering primarily to provide capital to grow our current business through acquisitions and to add new and complementary businesses. If, however, we are unable to identify suitable acquisition targets or are otherwise unable to consummate acquisitions, we may, in our sole discretion, choose to use the net proceeds for working capital and general corporate purposes. In this regard, it is possible that we could determine to pay, or, under certain circumstances, that we may be required to pay, dividends on our preferred stock.

The risk that we could be required under certain circumstances to pay accrued and cumulated dividends on our preferred stock is discussed above in the “Risk Factors” section of this prospectus under the caption “We could use, or be required to use, some of the proceeds of this offering to satisfy our outstanding dividend-payment obligations to our preferred shareholders” (see page 14). In sum, if our preferred shareholders were to insist that weabide by the terms set forth in the Certificate of Designation for our preferred stock, then the net proceeds from this offering (less amounts, if any, determined by our Board of Directors to be necessary for the payment of our liabilities and ~~elsewhere~~obligations in the ordinary course) would likely be required to be paid over as a dividend. As of October 3, 2012, accrued dividends on our preferred stock aggregated to $5.125 million. To date, none of our preferred shareholders have indicated to us that they would insist upon strict compliance with the dividend-payment terms of the preferred stock. Nevertheless, none of those shareholders have waived their right to do so.

CAPITALIZATION

The following table describes capitalization as of June 30, 2012, on an actual basis and as adjusted to give effect to the rights offering, assuming gross proceeds from the rights offering of $4,500,000 million and before deducting our estimated offering expenses of $100,000. As-adjusted balances are subject to change based upon final participation in the rights offering. You should read this table together with the information under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and our unaudited consolidated financial statements and related notes and other financial information in this prospectus.

	As of June 30, 2012
	Actual			As Adjusted (assuming the sale of 50% of the offered shares)			As Adjusted (assuming the sale of 100% of the offered shares)
	(in thousands)
Cash and cash equivalents	$	1,762,704			4,012,704			6,262,704
Current liabilities:
Accounts payable		2,301,110			2,301,110			2,301,110
Current portion long-term debt		558,412			558,412			558,412
Preferred dividends payable		4,600,000			4,600,000			4,600,000
Deferred revenue		287,718			287,718			287,718
Total current liabilities		7,747,240		��	7,747,240			7,747,240
Long-term liabilities:
Notes payable, long-term		1,200,000			1,200,000			1,200,000
Deferred income taxes		642,000			642,000			642,000
Total long-term liabilities		1,842,000			1,842,000			1,842,000
Total liabilities		9,589,240			9,589,240			9,589,240
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			100,000
Common stock no par value, 240,000,000 shares authorized, 5,397,780 shares issued and outstanding		-			-			-
Additional paid-in capital		17,914,543			20,164,543			22,414,543
Accumulated deficit		(5,830,687	)		(5,830,687	)		(5,830,687	)
Total shareholders’ equity		12,183,856			14,433,856			16,683,856
Total capitalization	$	21,773,096			24,023,096			26,273,096

Industry data and other statistical information used in this prospectus 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and related notes that appear ~~at the end of~~elsewhere in this prospectus. This discussion contains forward-looking statements that involve significant uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in “Risk Factors” elsewhere in this ~~prospectus.~~

~~Overview~~

~~Pursuant~~report. For further information, see “Risk Relating to the December 13, 2007 Merger Agreement, WFL Acquisition Corp. (then our wholly owned subsidiary) merged with and into Wyoming Financial Lenders, Inc., with Wyoming Financial Lenders remaining as the surviving entity and a wholly owned operating subsidiary of the Company. As indicatedForward-Looking Statements” above ~~this transaction is referred to throughout this prospectus as the “Merger.” The Merger was effective as of the close of business on December 31, 2007.~~

~~Since the Merger, we have provided (primarily through~~.

OVERVIEW

We provide (through Wyoming Financial Lenders, Inc.) retail financial services to individuals primarily in the midwestern and southwestern United States. These services include non-recourse cash advance loans and installment loans, check cashing and other money services, including title loans. At the close of business on ~~December 31, 2007,~~June 30, 2012, we owned and operated 52 stores in ~~ten~~nine states, ~~(Colorado,~~including Colorado, Iowa, Kansas, ~~Montana,~~ Nebraska, North Dakota, South Dakota, Utah, Wisconsin and ~~Wyoming). As of the date of this prospectus, we owned and operated a total of 61 stores in the foregoing states and Arizona.~~

Wyoming.

We provide short-term consumer loans—known as ~~cash advance~~“payday” or “cash advance” loans—in amounts that typically range from $100 to $500. ~~Cash advance~~Payday loans provide customers with cash in exchange for a promissory note with a maturity of generally two to four weeks and ~~that~~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 ~~$20~~$22 for each whole or partial increment of $100 borrowed. To repay the cash advance ~~loans, customers~~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,~~collection. 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 cash advance or ~~pay by ACH direct payment.~~payday loans, installment loans are unsecured. All of our payday loans, installment loans and other services are subject to state regulations ~~which~~(which vary from state to ~~state,~~state), federal regulations and local regulation, where applicable.

We also operate (through PQH Wireless, Inc.) Cricket Wireless retail stores as an authorized dealer of Cricket Wireless products and services. Authorized dealers are permitted to sell the Cricket line and generally locate their store operations in areas with a strong potential customer base where Cricket 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 June 30, 2012, we operated 50 Cricket wireless retail stores in 14 states (Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon, Texas and Washington).

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 accounting, 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 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 revenue growth, gross profit contributions and loss ratio (which, for the payday segment, is losses as a percentage of revenues), with consideration given to the length of time the storefront has been open and its geographic location. We evaluate changes in comparable storefront financial and other measures on a routine basis to assess operating efficiency. We define comparable storefronts as those that are open during the full periods for which a comparison is being made. For example, comparable storefronts for the annual analysis we undertook as of December 31, 2011 have been open at least 24 months on that date. We monitor newer storefronts for their progress toward profitability and rate of loan growth or units sold.

The payday loan industry is significantly affected by 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 total payday segment 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.

With payday loan industry growth and fragmentation, we believe there are opportunities to grow our business, primarily through acquisitions as opposed to organic growth. We continually evaluate opportunities in numerous states in which we currently operate and evaluate the regulatory environment and market potential in the various states in which we currently do not have stores. In addition to expanding our geographic reach, our strategic expansion plans also involve the expansion and diversification of our product and service offerings. For this reason, we have focused, and will continue to focus, a significant amount of time and resources on the development of our Cricket Wireless retail stores. We will also explore growth opportunity through the conversion (or partial conversion) of payday stores into pawn stores. We believe that successful expansion, both geographically and product- and service-wise, will help to mitigate the regulatory and economic risk inherent in our business by making us less reliant on (i) cash advance lending alone and (ii) any particular aspect of our business that concentrated geographically.

We have 10,000,000 shares of Series A Convertible Preferred Stock (10% cumulative dividends, $0.01 par value, $2.10 stated value) authorized, issued and outstanding. One-fourth of the $2.1 million annual preferred dividend accrues each quarter, whether paid or not. Our Board of Directors votes to approve payment of dividends when appropriate and as permitted by Minnesota law. The dividend can be paid either in cash or in shares of our common stock at the discretion of the preferred shareholder. This preferred dividend is included in the net income or loss available to common shareholders. As a result, we had a net loss available to common shareholders in 2011 and 2010.

Our obligation to pay preferred dividends significantly impacts our cash flow and our ability to grow through acquisitions, which is the most significant way in which we expect to grow. For instance, our use of cash in satisfaction of the dividend-payment obligations would prevent us from using that cash as part of acquisition transactions. The present condition of the credit markets available to businesses in our industry also makes it difficult for us to surmount this obstacle through borrowing. In addition, our use of cash in satisfaction of the dividend-payment obligations would require us to manage our cash in ways that we will ensure the availability of cash for lending to our payday loan customers during the fall and winter months, which is typically the busiest time of year for payday lending.

The preferred dividend obligation also significantly affects our net income available to common shareholders. For example, absent the 2011 preferred dividend of $2.1 million, our net income available to common shareholders would have been approximately $1.44 million. For this reason, we are continuing to explore ways in which we may be able to retire or redeem the Series A Convertible Preferred Stock. During 2011, we had engaged in discussions with WCR, LLC regarding the conversion of preferred stock on terms more favorable than those contained in the Certificate of Designation for the preferred stock, but we were unable to reach a definitive agreement in this regard. It is difficult for us to forecast what success, if any, we may have in this endeavor since the preferred shareholders are not obligated to surrender their shares, exchange them, or engage in any sort of recapitalization transaction.

~~Discussion~~

RESULTS OF OPERATIONS:

THREE MONTHS ENDED JUNE 30, 2012 COMPARED TO THREE MONTHS ENDED JUNE 30, 2011

For the three-month period ended June 30, 2012, net income was $.35 million compared to net income of ~~Critical Accounting Policies~~$.27 million for the three months ended June 30, 2011. During the three months ended June 30, 2012, income from operations before income taxes was $.57 million compared to $.43 million for the three months ended June 30, 2011. Year over year, we operated one additional payday store and 21 additional Cricket storefronts. The major components of revenues, store expenses, general and administrative expenses, and income tax expense are discussed below.

Revenues

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

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

Payday loan fees	$	2,351,757	$	2,169,854		8.4	%		39.7	%		53.8	%
Phones and accessories		1,628,329		808,948		101.3	%		27.5	%		20.0	%
Cricket service fees		1,483,342		440,224		237.0	%		25.0	%		10.9	%
Installment interest income		248,156		126,168		96.7	%		4.2	%		3.1	%
Check cashing fees		146,595		154,603		(5.2	)%		2.4	%		3.8	%
Other income and fees		69,790		340,285		(79.5	)%		1.2	%		8.4	%
Total	$	5,927,969	$	4,040,082		46.7	%		100.0	%		100.0	%

Revenues totaled $5.93 million for the three months ended June 30, 2012, compared to $4.04 million for the three months ended June 30, 2011. The increase in total revenues resulted primarily from higher Cricket division revenue which can be attributed to our recent acquisitions. During the three-month periods ended June 30, 2012 and 2011, we originated approximately $16.60 million and $16.23 million in cash advance loans, respectively. Our average cash advance loan (including fees) totaled approximately $381 and $378 during the three-month periods ended June 30, 2012 and 2011, respectively. Our average fee for the three-month periods ended June 30, 2012 and 2011 was $55.

Store Expenses

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

	Three Months Ended June 30,							Three Months Ended June 30,
	2012		2011		% Change Year Over Year			2012			2011
								(percentage of revenues)
Store Expenses:
Salaries and benefits	$	1,605,796	$	1,033,563		55.4	%		27.0	%		25.5	%
Phone and accessories cost of sales		1,095,938		433,344		152.9	%		18.5	%		10.7	%
Occupancy		559,443		395,934		41.3	%		9.4	%		9.8	%
Provisions for loan losses		356,118		275,216		29.4	%		6.0	%		6.8	%
Advertising		80,259		83,287		(3.6	)%		1.4	%		2.1	%
Depreciation		70,680		62,931		12.3	%		1.2	%		1.6	%
Amortization of intangible assets		56,846		113,043		(49.7	)%		1.0	%		2.8	%
Other		771,458		512,041		50.7	%		13.0	%		12.7	%
	$	4,596,538	$	2,909,359		58.0	%		77.5	%		72.0	%

As the table above demonstrates, total expenses associated with store operations for the three months ended June 30, 2012 were $4.60 million, compared to $2.91 million for the three months ended June 30, 2011, or a 58.0% increase for the interim periods. The major components of these expenses are 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, 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 June 30, 2012 and 2011 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.

Salaries and Benefits. Payroll and related costs at the store level were $1.61 million compared to $1.03 million for the three-month periods ended June 30, 2012 and 2011, respectively.

Phone and Accessories Cost of Sales. For the three months ended June 30, 2012, our costs of sales were $1.10 million compared to $.43 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.

Occupancy Costs. Occupancy expenses, consisting mainly of store leases, were $.56 million for the three months ended June 30, 2012 versus $.40 million for the three months ended June 30, 2011.

Provisions for Loan Losses. For the three months ended June 30, 2012, our provisions for loan losses were $.36 million compared to $.28 million for the three months ended June 30, 2011. Our provisions for loan losses represented approximately 13.8% and 12.2% of our loan fee revenue for the three months ended June 30, 2012 and 2011, respectively. The increase can be attributed to our introduction of an installment loan product which has higher loss rates than payday loans. Due to the inability to foretell the scope and duration of the current economic recovery, there exists uncertainty in how significant our total 2012 loan losses may or may not be and how they may differ from 2011.

Advertising. Advertising and marketing expenses remained consistent at $.08 million for the three months ended June 30, 2012 and 2011. In general, we expect that our marketing and advertising expenses for 2012 to remain consistent.

Depreciation. Depreciation, relating to store equipment and leasehold improvements, increased to $.07 million for the three months ended June 30, 2012 compared to $.06 million for the three months ended June 30, 2011.

Amortization of Intangible Assets. Amortization of intangible assets decreased to $.06 million for the three months ended June 30, 2012 from $.11 million for the three months ended June 30, 2011.

Other Store Expenses. Other expenses increased to $.77 million for the three months ended June 30, 2012 from $.51 million for the three months ended June 30, 2011.

General and Administrative Expenses

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

	Three Months Ended June 30,							Three Months Ended June 30,
	2012		2011		% Change Year Over Year			2012			2011
								(percentage of revenues)
General & Administrative Expenses:
Salaries and benefits	$	429,354	$	405,888		5.8	%		7.2	%		10.0	%
Depreciation		5,614		5,688		(1.3	)%		0.1	%		0.1	%
Interest expense		51,267		63,573		(19.4	)%		0.9	%		1.6	%
Other expense		274,445		224,859		22.1	%		4.6	%		5.6	%
	$	760,680	$	700,008		8.7	%		12.8	%		17.3	%

Total general and administrative costs for the three months ended June 30, 2012 were $.76 million compared to $.70 million for the period ended June 30, 2011. For the three months ended June 30, 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. Salaries and benefits expenses for the three months ended June 30, 2012 were $.43 million, a $.02 million increase from the $.41 million in such expenses during period ended June 30, 2011

Interest. Interest expense for the three months ended June 30, 2012 was $.05 million compared to $.06 million for the three months ended June 30, 2011.

Other General and Administrative 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 million to $.27 million for the three months ended June 30, 2012 compared to $.22 million from the three months ended June 30, 2011.

Income Tax Expense

Income tax expense for the three months ended June 30, 2012 was $.22 million compared to income tax expense of $.16 million for the three months ended June 30, 2011, an effective rate of 38% and 37%, respectively.

RESULTS OF OPERATIONS:

SIX MONTHS ENDED JUNE 30, 2012 COMPARED TO SIX MONTHS ENDED JUNE 30, 2011

For the six-month period ended June 30, 2012, net income was $1.14 million compared to net income of $.68 million for the six months ended June 30, 2011. During the six months ended June 30, 2012, income from operations before income taxes was $1.86 million compared to $1.10 million for the six months ended June 30, 2011. The major components of revenues, store expenses, general and administrative expenses, and income tax expense are discussed below.

Revenues

The following table summarizes our revenues for the six months ended June 30, 2012 and 2011, respectively:

	Six Months Ended June 30,							Six Months Ended June 30,
	2012		2011		% Change Year Over Year			2012			2011
								(percentage of revenues)

Payday loan fees	$	4,659,658	$	4,495,601		3.6	%		34.7	%		49.5	%
Phones and accessories		4,370,025		2,395,863		82.4	%		32.5	%		26.4	%
Cricket service fees		3,478,367		994,920		249.6	%		25.9	%		10.9	%
Installment interest income		444,665		126,168		252.4	%		3.3	%		1.4	%
Check cashing fees		342,407		387,145		(11.6	)%		2.5	%		4.3	%
Other income and fees		149,617		679,016		(78.0	)%		1.1	%		7.5	%
Total	$	13,444,739	$	9,078,713		48.1	%		100.0	%		100.0	%

Revenues totaled $13.4 million for the six months ended June 30, 2012, compared to $9.08 million for the six months ended June 30, 2011. The increase in total revenues resulted primarily from higher Cricket division revenue which can be attributed to our recent acquisitions. During the six-month periods ended June 30, 2012 and 2011, we originated approximately $32.37 million and $31.45 million in cash advance loans, respectively. Our average loan (including fees) totaled approximately $382 and $378 during the six-month periods ended June 30, 2012 and 2011, respectively. Our average fee for each of the six-month periods ended June 30, 2012 and 2011 was $55.

Store Expenses

The following table summarizes our store expenses for the six months ended June 30, 2012 and 2011, respectively:

	Six Months Ended June 30,							Six Months Ended June 30,
	2012		2011		% Change Year Over Year			2012			2011
								(percentage of revenues)
Store Expenses:
Salaries and benefits	$	3,293,188	$	2,145,608		53.5	%		24.5	%		23.6	%
Phone and accessories cost of sales		2,931,013		1,391,241		110.7	%		21.8	%		15.3	%
Occupancy		1,111,751		813,997		36.6	%		8.3	%		9.0	%
Provisions for loan losses		632,508		454,089		39.3	%		4.7	%		5.0	%
Advertising		157,380		164,887		(4.6	)%		1.2	%		1.8	%
Depreciation		139,925		127,024		10.2	%		1.0	%		1.4	%
Amortization of intangible assets		116,247		228,648		(49.2	)%		0.9	%		2.5	%
Other		1,523,736		1,122,018		35.8	%		11.3	%		12.4	%
	$	9,905,748	$	6,447,512		53.6	%		73.7	%		71.0	%

As the table above demonstrates, total expenses associated with store operations for the six months ended June 30, 2012 were $9.91 million, compared to $6.45 million for the six months ended June 30, 2011, or a 53.6% increase for the interim periods. The major components of these expenses are 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, 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 six months ended June 30, 2012 and 2011 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.

Salaries and Benefits. Payroll and related costs at the store level were $3.29 million compared to $2.15 million for the six-month periods ended June 30, 2012 and 2011, respectively

Phone and Accessories Cost of Sales. For the six months ended June 30, 2012, our costs of sales were $2.93 million compared to $1.39 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.

Occupancy Costs. Occupancy expenses, consisting mainly of store leases, were $1.11 million for the six months ended June 30, 2012 versus $.81 million for the six months ended June 30, 2011.

Provisions for Loan Losses. For the six months ended June 30, 2012, our provisions for loan losses were $.63 million compared to $.45 million for the six months ended June 30, 2011. Our provisions for loan losses represented approximately 12.4% and 9.8% of our loan fee revenue for the six months ended June 30, 2012 and 2011, respectively. The increase can be attributed to our introduction of an installment loan product which has higher default rates than payday loans. Due to the inability to foretell the scope and duration of the current economic recovery, there exists uncertainty in how significant our total 2012 loan losses may or may not be and how they may differ from 2011.

Advertising. Advertising and marketing expenses remained consistent at $.16 million for each of the six months ended June 30, 2012 and 2011. In general, we expect that our marketing and advertising expenses for 2012 will remain consistent.

Depreciation. Depreciation, relating to store equipment and leasehold improvements, increased to $.14 million for the six months ended June 30, 2012 compared to $.13 million for the six months ended June 30, 2011.

Amortization of Intangible Assets. Amortization of intangible assets decreased from $.23 million for the six months ended June 30, 2011 to $.17 million for the six month ended June 30, 2012.

Other Store Expenses. Other expenses increased to $1.52 million for the six months ended June 30, 2012 from $1.12 million for the six months ended June 30, 2011.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the six months ended June 30, 2012 and 2011, respectively:

	Six Months Ended June 30,							Six Months Ended June 30,
	2012		2011		% Change Year Over Year			2012			2011
								(percentage of revenues)
General & Administrative Expenses:
Salaries and benefits	$	957,086	$	851,815		12.4	%		7.1	%		9.4	%
Depreciation		11,106		9,708		14.4	%		0.1	%		0.1	%
Interest expense		129,388		156,765		(17.5	)%		1.0	%		1.7	%
Other expense		578,618		514,829		12.4	%		4.3	%		5.7	%
	$	1,676,198	$	1,533,117		9.3	%		12.5	%		16.9	%

Total general and administrative costs for the six months ended June 30, 2012 were $1.68 million compared to $1.53 million for the period ended June 30, 2011. For the six months ended June 30, 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. Salaries and benefits expenses for the six months ended June 30, 2012 were $.96 million, a $.11 million increase from the $.85 million in such expenses during period ended June 30, 2011

Interest. Interest expense for the six months ended June 30, 2012 was $.13 million compared to $.16 million for the six months ended June 30, 2011.

Other General and Administrative 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 $.07 million to $.58 million for the six months ended June 30, 2012 compared to $.51 million from the six months ended June 30, 2011.

Income Tax Expense

Income tax expense for the six months ended June 30, 2012 was $.72 million compared to income tax expense of $.42 million for the six months ended June 30, 2011, an effective rate of 39% and 38%, respectively.

RESULTS OF OPERATIONS:

YEAR ENDED DECEMBER 31, 2011 COMPARED TO YEAR ENDED DECEMBER 31, 2010

For the year ended December 31, 2011, net income was $1.44 million compared to a net income of $1.35 million in 2010. Income from continuing operations before income taxes was $2.32 million in 2011 compared to $2.10 million in 2010. The major components of each of revenues, store expenses, general and administrative expenses, total operating expenses and income tax expense are discussed below.

Revenues

Revenues totaled $19.49 million in 2011 compared to $17.98 million in 2010, an increase of $1.51 million or 8.40%. The increase in total revenues resulted primarily from the following factors impacting the Cricket Wireless division: an increase in the number of Cricket storefronts in the last four months of 2011 compared to 2010 and a higher per unit selling price of phones. We originated approximately $67.5 million in payday loans during 2011 compared to $71.88 million in payday loans during the prior year. The average loan (including fee) totaled $382 in 2011 versus $367 in the prior year. Our average fee for 2011 was $55 compared to $54 for 2010. We closed four payday storefronts in Montana late in the fourth quarter of 2010 because of recent state legislation. Revenues from Cricket phone sales totaled $4.59 million in 2011 compared to $4.09 million in 2010. Cricket service fee revenue totaled $3.74 million in 2011 compared to $1.42 million in 2010, an increase related primarily to a change in dealer compensation arrangement in 2011. We had 49 Cricket retail storefronts open and operating during at least some part of fiscal 2011 compared to 37 storefronts during fiscal 2010. During 2011, we added 18 Cricket storefronts and closed four. In comparison, during 2010, we added four Cricket storefronts and closed six. Other revenues, including installment interest income, check cashing, title loans, service change fees and other sources, totaled $1.50 million and $1.86 million for 2011 and 2010, respectively.

The following table summarizes our revenues:

	Year Ended December 31,				Year Ended December 31,
	2011		2010		2011			2010
					(percentage of revenues)
Payday loan fees	$	9,663,130	$	10,607,136		49.6	%		59.0	%
Phones and accessories		4,585,584		4,094,049		23.5	%		22.8	%
Cricket service fees		3,741,495		1,419,446		19.2	%		7.9	%
Installment interest income		538,273		-		2.8	%		-
Check cashing fees		682,094		739,733		3.5	%		4.1	%
Other income and fees		277,344		1,118,083		1.4	%		6.2	%
Total	$	19,487,920	$	17,978,447		100	%		100	%

We expect that our sources of revenue for 2012 may continue to diversify as we continue to improve and increase sales in our Cricket retail operations and look to open new Cricket retail and pawn storefronts.

Store Expenses

Total expenses associated with store operations for 2011 were $14.10 million compared to $12.90 million for 2010, an increase of $1.20 million or 9.30%. The major components of these expenses are salaries and benefits for our store employees, provision for loan losses, costs of sales for phones and accessories, occupancy costs primarily relating to our store leaseholds, advertising expenses, depreciation of store equipment, amortization of intangible assets and other expenses associated with store operations.

Overall, our most significant increases in store expenses from 2011 to 2010 related to salaries and benefits for our store employees, the provision for loan losses, and phones and accessories. Our most significant decrease in store expenses over that same period relates to our costs of occupancy. A discussion and analysis of the various components of our store expenses appears below.

Salaries and Benefits. Payroll and related costs at the store level were $4.70 million in 2011 compared to $4.58 million in 2010, an increase of $.13 million. This increase is a result of an increase in the number of storefronts operating throughout 2011. As a result of additional Cricket retail storefronts in 2011, we expect that salaries and benefits for 2012 will increase because the additional storefronts will be operating the entire year. Our salaries and benefits expenses will further increase if we add additional storefronts in 2012.

Provisions for Loan Losses. Our provision for losses for 2011 totaled $1.40 million and $1.28 million for 2010. Our provision for loan losses as a percentage of loan fee revenue was 14.5% during 2011 versus 12.1% during 2010. The less favorable loss ratio is due primarily to higher loss percentages with installment lending. Due to our inability to foretell the speed and scope of the current economic recovery or the economy in general, we believe there are currently uncertainties in what loan losses for 2012 may be.

Phone and Accessories Cost of Sales. The increase in our Cricket Wireless phone and accessory revenues resulted in corresponding increase in costs of sales. For the year ended December 31, 2011, our costs of sales were $2.86 million compared to $1.71 million in 2010. Also contributing to the increase was a 2011 change in the dealer compensation arrangement with Cricket that resulted in lower margins, partially offset by increased fees income.

Occupancy Costs. Occupancy expenses, consisting primarily of store leases were $1.69 million during 2011 compared to $1.85 million in 2010, a decrease of $.16 million primarily resulting from a higher number of storefront days (number of storefronts times days leased for year) in 2010 compared to 2011. Occupancy expenses as a percentage of revenues decreased from 10.3% in 2010 to 8.65% in 2010.

Advertising. Advertising and marketing related expense was $.33 million in 2011 compared to $.36 million in 2010. We believe that our advertising expenses in 2012 may increase slightly over those in 2011, mainly as a result of the need to increase advertisement of our Cricket wireless cellular segment and for pawn stores we open in 2012.

Depreciation. Depreciation decreased by $.01 million in 2011. Depreciation was $.27 million for 2011 and $.28 million for 2010.

Amortization of Intangible Assets. Amortization of the customer relationship and other intangible assets was $.44 million for 2011 and $.52 million for 2010. This has been decreasing as intangibles become fully amortized.

Other Store Expenses. Other store expenses increased from $2.33 million in 2010 to $2.42 million in 2011. Other store expenses include bank fees, collection costs, repair and maintenance, supplies, telephone, utilities and network lines, and others. The increase in these expenses during 2011 was primarily due to increased supplies related to our Cricket store acquisitions.

General and Administrative Expenses

Total general and administrative costs for 2011 were $3.07 million compared to $2.98 million for 2010. The major components of these costs for 2011 are salaries and benefits for our corporate headquarters operations and executive management, interest expense, and other general and administrative expenses.

Salaries and Benefits. Salaries and benefits expenses for 2011 were $1.74 million compared to $1.53 million for 2010, with the increase being mainly attributable to an increase in the management bonus pool established pursuant to the employment agreement with the Company’s CEO. The Company expects that during 2012 salaries and benefits expenses associated with executive management and corporate headquarters will remain consistent with their 2011 levels.

Interest Expense. The Company had $.29 million of interest expense in 2011 compared to $.41 million in 2010, a 29.3% decrease due to a reduction in notes payable balances.

Other General and Administrative Expenses. Other general and administrative expenses, such as professional fees, management / consulting fees, utilities, office supplies, and other minor costs associated with corporate headquarters activities were $1.01 million in 2011 compared to $1.03 million during 2010. The decrease in these expenses is mainly attributable to a decrease in nonrecurring professional fees, partially offset by management / consulting fees.

Total Operating Expenses

Total operating expenses for 2011 and 2010 were $17.17 million and $15.88 million, respectively. We anticipate our total operating expenses in 2012 to increase compared to 2011 due to the increase in number of storefronts during 2011 and 2012.

Income Tax Expense

Income tax expense on continuing operations increased to $.88 million in 2011 compared to $.75 million in 2010 for an effective rate of 38% and 36%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Summary cash flow data is as follows:

	Six Months Ended June 30,
	2012			2011

Cash flows provided (used) by:
Operating activities	$	1,883,075		$	680,739
Investing activities		(575,803	)		(84,123	)
Financing activities		(1,454,010	)		(1,363,759	)
Net increase (decrease) in cash		(146,738	)		(767,143	)
Cash, beginning of period		1,909,442			2,092,386
Cash, end of period	$	1,762,704		$	1,325,243

At June 30, 2012, we had cash of $1.76 million compared to cash of $1.91 million on December 31, 2011. 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 June 30, 2013. 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 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 we may obtain from alternate sources is likely to involve higher interest rates.

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 borrowing arrangement allows us to borrow up to $2,000,000 at an interest rate of 12% per annum, with interest payable on a monthly basis. The note matures on September 30, 2013, on which date all unpaid principal and accrued but unpaid interest thereon is due and payable. 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 assets. As of October 3, 2012, $1,550,000 had 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 shareholders 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.

CRITICAL ACCOUNTING POLICIES

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

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

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

~~Loan Loss~~

Loans Receivable Allowance

We maintain a loan loss allowance for anticipated losses for our ~~cash advance~~payday, installment and title loans. To estimate the appropriate level of the loan loss ~~allowances,~~allowance, we consider the amount of outstanding loans owed to us, historical loans charged off, current and expected collection patterns and current economic trends. Our current loan loss allowance is based on our net write offs, typically expressed as a percentage of loan amounts originated for the last ~~twelve~~24 months applied against the principal balance of outstanding loans that we write off. AsWe also periodically perform a look-back analysis on our loan loss allowance to verify 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.

~~When~~

Included in loans receivable are payday loans that are currently due or past due and payday loans that have not been repaid. This generally is evidenced where a customer’s personal check has been deposited and the check has been returned due to non-sufficient funds in the customer’s account, a closed account, or other reasons. Also included in loans receivable are current and delinquent installment and title loans. Loans are carried at cost less the loans receivable allowance. We do not specifically reserve for any individual loan. We aggregate loan ~~is originated,~~types for purposes of estimating the ~~customer receives~~loss allowance using a methodology that analyzes historical portfolio statistics and management’s judgment regarding recent trends noted in the ~~cash proceeds in exchange for a post-dated check or a written authorization to initiate a charge to~~portfolio. This methodology takes into account several factors, including the ~~customer's bank account on the stated~~ maturity ~~date~~ of the ~~loan. If~~store location and charge-off and recovery rates. We utilize a software program to assist with the tracking of its historical portfolio statistics. As a result of the Company’s collection efforts, it historically writes off approximately 42% of the returned items. Based on days past the check orreturn date, write-offs of returned items historically have tracked at the ~~debit~~following approximate percentages: 1 to ~~the customer's account is~~30 days – 42%; 31 to 60 days – 66%; 61 to 90 days – 82%; 91 to 120 days – 88%; and 121 to 180 days – 90%. All returned ~~from the bank unpaid, the~~items are charged-off after 180 days, as collections after that date have not been significant. The loan ~~is placed in default status and an allowance for this defaulted loan receivable is established and charged against expense in the period that the loan is placed in default status. This~~loss allowance is reviewed monthly and any adjustment to the ~~loan loss~~loans receivable allowance as a result of historical loan performance, current and expected collection patterns and current economic trends is recorded. ~~Returned items, net of allowance, was $375,000 and $298,000 at~~

At December 31, ~~2007~~2011 and ~~2006, respectively.~~2010, and June 30, 2012, our outstanding loans receivable aging was as follows:

	Payday and Title Loans						Installment Loans						Total
	December 31						December 31						December 31
	2011			2010			2011			2010			2011			2010
current	$	4,373,000		$	4,398,000		$	253,000		$	144,000		$	4,626,000		$	4,542,000
1-30		213,000			276,000			84,000			-			297,000			276,000
31-60		189,000			234,000			31,000			-			220,000			234,000
61-90		186,000			209,000			37,000			-			223,000			209,000
91-120		171,000			220,000			-			-			171,000			220,000
121-150		189,000			227,000			-			-			189,000			227,000
151-180		163,000			201,000			-			-			163,000			201,000
		5,484,000			5,765,000			405,000			144,000			5,889,000			5,909,000
Allowance for losses		(942,000	)		(1,161,000	)		(59,000	)		(4,000	)		(1,001,000	)		(1,165,000	)
	$	4,542,000		$	4,604,000		$	346,000		$	140,000		$	4,888,000		$	4,744,000

	Payday and Title Loans			Installment Loans			Total
	June 30, 2012			June 30, 2012			June 30, 2012
	2012			2012			2012
current	$	3,975,024		$	269,896		$	4,244,920
1-30		300,651			64,644			365,295
31-60		190,390			40,809			231,199
61-90		153,048			49,610			202,658
91-120		126,675			-			126,675
121-150		136,948			-			136,948
151-180		159,401			-			159,401
		5,042,137			424,959			5,467,096
Allowance for losses		(852,000	)		(53,000	)		(905,000	)
	$	4,190,137		$	371,959		$	4,562,096

A rollforward of our loans receivable allowance for the years ended December 31, 2011 and 2010 is as follows:

	Year Ended December 31,
	2011			2010
Loans receivable allowance, beginning of year	$	1,165,000		$	1,237,000
Provision for loan losses charged to expense		1,397,000			1,280,000
Charge-offs, net		(1,561,000	)		(1,352,000	)

Loans receivable allowance, end of year	$	1,001,000		$	1,165,000

Valuation of ~~Long-Lived~~Long-lived and Intangible Assets

~~We assess~~

The Company assesses the possibility of impairment of long-lived and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant underperformance relative to expected historical or projected future cash flows, significant changes in the manner of use of acquired assets or the strategy for the overall business, and significant negative industry events or trends. ~~When management determines that~~In addition, we conduct an annual goodwill impairment test as of October 1 each year. We assess our goodwill for impairment at the reporting unit level by applying a fair value test. This fair value test involves a two-step process. The first step is to compare the carrying value of ~~long-lived~~our net assets to our fair value. If the fair value is determined to be less than the carrying value, a second step is performed to measure the amount of the impairment, if any.

A reporting unit is an operating segment, or under certain circumstances, a component of an operating segment that constitutes a business. Our reporting units consist of multiple state and ~~intangible~~multi-state based operations and therefore the cessation of operations in any particular state does not imply that goodwill for the relevant reporting unit will be impaired.

Due to the effect of our capital structure involving preferred stock and related cumulative preferred dividends, the market capitalization approach of valuing the reporting unit as a whole is not practical. The discounted future cash flows method is utilized in estimating value. When estimated future cash flows are less than the carrying value of the net assets ~~may not be recoverable,~~and related goodwill, an impairment test is ~~measured based on~~performed to measure and recognize the amount of the impairment loss, if any. Impairment losses, which are limited to the carrying value of goodwill, represent the excess of the ~~assets’~~ carrying ~~value~~amount of a reporting unit’s goodwill over the ~~estimated fair value.~~

~~Share-Based Compensation~~

Under the fair value recognition provisions of Financial Accounting Standards Board Statement No. 123R (SFAS 123R), “Share-Based Payment,” our share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense based on the applicable vesting schedule. Determining theimplied fair value of ~~share-based awards at grant date requires judgment, which includes estimating~~that goodwill.

In determining the ~~amount~~estimated future discounted cash flows, we consider current and projected future levels of ~~share-based awards expected~~income, as well as strategic plans, business trends, prospects, and market and economic conditions. Impairment tests involve the use of judgments and estimates related to ~~be forfeited. The Black-Scholes option pricing model (using estimated value of URON Inc.) is used to measure fair value for stock option grants.~~

~~During 2007, we granted 1,600,000 shares of restricted stock options and warrants to certain of our employees and non-employees. These options and warrants vested upon~~ the ~~successful completion of the Merger on December 31, 2007. We estimated that the grant date~~ fair market value of ~~these restricted options totaled $368,000 at~~ the ~~time~~business operations with which goodwill is associated, taking into consideration both historical operating performance and anticipated financial position and future earnings. We believe that the estimates of ~~issuance~~future cash flows and ~~$1,248,000 at~~fair value determined as of October 1, 2011 are reasonable. Changes in estimates of those cash flows and fair value, however, could affect the ~~time~~evaluation.Based upon this evaluation, we concluded that the fair value exceeded the carrying value of ~~exercise in January 2008. During 2007, we granted warrants to a Company adviser for the purchase~~net assets and there was no impairment.

As of ~~up to 400,000 common shares. These warrants vested upon the successful completion of the Merger on~~ December 31, ~~2007. We estimated that the grant date fair market value of these restricted warrants totaled $92,000 at the time of issuance. These warrants have not been exercised as of the date~~2011, we evaluated whether any triggering events or changes in circumstances had occurred subsequent to our annual impairment test. As part of this ~~prospectus.~~

~~Results~~evaluation, we considered additional qualitative factors, including whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of ~~Operations – Year Ended December 31, 2007 Compared to Year Ended December 31, 2006~~

~~Net Income~~~~. For the year ended December 31, 2007, net income was $.03 million compared to net income~~key personnel or likely sale or disposal of ~~$1.37 million in 2006. A discussion of the various components of net income follows.~~

~~Revenues~~~~. Revenues totaled $11.35 million in 2007 compared to $8.72 million in 2006, an increase of $2.63 million~~all or ~~30.1%. The increase in revenues was primarily~~ a result of higher cash advance loan volumes resulting from an increase in the number of stores and customer transactions. We originated approximately $62 million in cash advance loans during 2007 compared to $47 million during the prior year. The average loan (including fee) totaled $322 in 2007 versus $335 in the prior year. Our average fee rate for 2007 was $47.51 compared to $49.03 in 2006. Revenues from check cashing, title loans, guaranteed phone/Cricket fees, and other sources totaled $2.24 million and $1.82 million for 2007 and 2006, respectively.

~~Salaries and Benefits~~. Payroll and related costs were $3.75 million in 2007 compared to $2.98 million in 2006 an increase of $.77 million, as headcount increased mostly due to an increase in the number of branch locations and corporate positions.

~~Provisions for Loan Losses~~. Our provision for losses for 2007 totaled $1.48 million and $.88 million for 2006. The less favorable loss ratio year to year reflects our accelerated rate of unit store growth during 2007, and a more challenging collections environment as a result of an increase in bankruptcy filings, higher energy prices and increased competition in the lending industry.

~~Guaranteed phone/Cricket~~. Guaranteed phone/Cricket dropped to $.44 million in 2007 compared to $.59 million in 2006. The decrease was a result of lower guaranteed phone/Cricket revenue due to a national trend of more consumers relying on cellular phones versus home phones where the guaranteed phone product is used.

~~Occupancy Costs~~. Occupancy expenses, consisting primarily of store leases were $.78 million during 2007, compared to $.45 million in 2006, an increase of $.33 million due to the addition of stores during 2007. Occupancy expenses as a percentage of revenues increased from 5.2 % in 2006 to 6.9% in 2007, primarily due to the high number of stores many of which were opened recently and had lower profitability compared to the more mature locations.

~~Advertising~~~~. Advertising and marketing related expense was $.42 million in 2007 compared to $.38 million in 2006 due primarily to the greater number of stores operating in 2007.~~

~~Depreciation~~~~. Depreciation increased by $.03 million in 2007 due to depreciation associated with capital expenditures for stores. Depreciation was $.14 million for 2007 and $.11 million for 2006.~~

~~Amortization of Intangible Assets~~~~. Amortization of intangible assets was $.14 million for both 2007 and 2006.~~

~~Stock-Based Compensation Expense~~~~. We incurred stock-based compensation expense related to employee stock options and warrants issued in conjunction with the Merger and were $.46 million in 2007.~~

~~Merger Transaction Expenses~~~~. Expenses related to the Merger were $1.4 million in 2007.~~

~~General, Administrative and Other~~. Total other costs for the year ended December 31, 2007 were $1.41 million compared to $.99 million in 2006. Other costs, which include, utilities, and office supplies collection costs and other minor costs increased by $.42 million primarily due to growth in number of stores.

~~Total Operating Expenses~~. Total operating expenses for the year ended December 31, 2007 were $10.42 million compared to $6.52 million for 2006. The $3.90 million, or 59.82%, increase in operating expenses over the comparable period in 2006 was due primarily to the increased amount of transactions, expansionsignificant portion of our ~~business with additional stores, expenses related to the Merger transaction and stock-based compensation expense.~~

~~Income From Operations~~~~. Income from operations as~~reporting unit. This analysis resulted in a ~~result of the above factors was $.93 million compared income of $2.20 million~~determination that no triggering events or changes in ~~2006.~~

~~Income Tax Expense~~~~. Income tax expense was $.90 million in 2007 compared to income tax expense of $.83 million in 2006 primarily as a result of 2007 Merger-related nondeductible permanent differences.~~

~~Net Income~~~~. Net income in 2007 was $.03 million in 2007 compared to net income of $1.37 million in 2006, a decrease in net income of $1.34 million.~~

~~Liquidity and Capital Resources~~

~~At December 31, 2007, we~~circumstances had cash of $.98 million compared to $1.27 million at December 31, 2006. Cash decreased by $.28 million during fiscal 2007 and cash increased by $.34 million during fiscal 2006. For fiscal year 2008, we believe that our available cash, combined with expected cash flows from operations and collections of stock subscriptions receivable, will be sufficient to fund our liquidity and capital expenditure requirements during fiscal 2008.

Net cash provided by operating activities was $1.91 million in 2007 and $2.55 million in 2006. Operating cash flows from 2006 to 2007 were lower due a larger net growth in loans receivable (i.e., growth in loans receivable less allowance for losses) and changes to deferred income taxes due to a change in 2007 in our method of accounting for late loans receivable for income tax reporting. Net cash used by investing activities was $.15 million in 2007 and $5.50 million in 2006. Investing activities consisted of store acquisitions and improvements. Net cash used by financing activities was $2.04 million in 2007 versus net cash used by financing activities of $3.29 million in 2006. In 2006, financing activities included shareholder’s contribution of $4.20 million. Dividends paid were $1.59 million and $.91 million in 2007 and 2006, respectively. Payments of notes payable in 2007 were $.53 million.

~~Off-Balance Sheet Arrangements~~

occurred.

OFF BALANCE SHEET ARRANGEMENTS

We have no ~~off-balance~~off balance sheet arrangements.

~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS~~

~~ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

On February 8, 2008, we dismissed Virchow, Krause & Company, LLP (“Virchow Krause”) as our independent registered public accounting firm. The decision to dismiss Virchow Krause had been approved by our Board of Directors.

Virchow Krause’s report on our financial statements for the fiscal years ended December 31, 2006 and December 31, 2005, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: Virchow Krause’s report on our financial statements as of and for the years ended December 31, 2006 and December 31, 2005 (which financial statements and report were included in our Annual Report on Form 10-KSB for the year ended December 31, 2006), contained a separate paragraph that included a statement that our recurring operating losses, lack of revenue and negative cash flows from operations raised substantial doubt about our ability to continue as a going concern.

During our most two recent fiscal years ended December 31, 2006 and December 31, 2005, and from January 1, 2007 through February 8, 2008, there were no disagreements between the Company and Virchow Krause on any manner of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Virchow Krause, would have caused it to make reference to the subject matter of the disagreements in connection with its report on our financial statements. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred during the two most recent fiscal years ended December 31, 2006 and December 31, 2005, or from January 1, 2007 through February 8, 2008.

On February 8, 2008, we engaged Lurie Besikof Lapidus & Company, LLP (“Lurie Besikof”) as our new independent registered public accounting firm. The engagement of Lurie Besikof was approved by our Board of Directors and also by the audit committee of our Board of Directors.

~~During our two most recent fiscal years ended December 31, 2006 and 2005, and through February 8, 2008, neither URON~~

BUSINESS

OVERVIEW

Western Capital Resources, Inc. nor anyone acting on its behalf consulted with Lurie Besikof regarding either (i) any matter that was the subject of a disagreement and required to be reported under Item 304(a)(1) of Regulation S-K and the related instructions thereto, or (ii) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, and either written or oral advice was provided that Lurie Besikof concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, except that Lurie Besikof was retained by Wyoming Financial Lenders to audit the financial statements of Wyoming Financial Lenders in connection with URON’s acquisition of Wyoming Financial Lenders in the Merger effective December 31, 2007, and the filing of such financial statements and related audit report in a Current Report on Form 8-K (filed on January 7, 2008) in compliance with applicable SEC regulations. As a result of the Merger, Wyoming Financial Lenders became the acquiror of the Company for accounting purposes.

~~DESCRIPTION OF~~ ~~BUSINESS~~

~~General Overview~~

~~URON Inc.,~~is a Minnesota corporation that maintains two operating segments: one provides short-term consumer loans, commonly referred to as cash advance or “payday” loans, ~~through its~~and the other operates Cricket retail cellular wireless stores.

Payday operations are conducted under our wholly owned ~~operating~~ subsidiary Wyoming Financial Lenders, Inc., The Federal Trade Commission describes these loans as “small, short-term high-rate loans.” Our payday loans generally are offered and made in exchange for fees that, if treated as interest, are at a ~~Wyoming corporation.~~rate extraordinarily higher than prime and are made to individuals who do not typically qualify for prime rate loans. As a consequence, our loans may be considered a type of ~~December 31, 2007,~~subprime loan. In Wisconsin and Colorado, the Payday division provides short-term installment loans. The installment loan product has a rate of interest significantly higher than traditional financial institutions. At June 30, 2012, we operated 52 payday lending stores ~~with locations~~ in nine states, including Colorado, Iowa, Kansas, ~~Montana,~~ Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming. ~~The principal amounts~~Our provision of ~~our typical cash advance~~payday and installment loans range from $100 to $500. Since that date, we have acquired ten new stores, including five stores in Arizona (see “Recent Developments,” below). Cash advance loans provide customers with cash in exchange for a promissory note with a maturity of generally two to four weeks and supportedis typically heavily regulated by ~~that 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 $20 for each $100 borrowed. To repay the cash advance loans, customers may pay with cash,various states in which ~~case their personal check~~we operate, and our payday lending and installment loan business is ~~returned to them, allow the check to be presented~~extremely susceptible to the ~~bank for collection,~~adverse effects of any changes in federal or state laws and regulations that may ~~pay by ACH direct payment.~~

Wefurther restrict or flatly prohibit payday lending.

Through our payday segment, we also provide title and ancillary consumer financial products and services that are complementary to our ~~payday-lending~~payday and installment lending business, such as check-cashing services, money transfers and money orders. Our check-cashing services involve the cashing of checks for a fee; money-transfer services involve the transfer of money by wire for a fee; and our money-orders services involve the issuing of money orders ~~and title loans. In addition, we offer guaranteed phone/Cricket™ phones~~for a fee. We believe these services are complementary since customers typically come to our ~~customers.~~stores for financial reasons and to procure financial services (i.e., obtain a loan). Once the loan has been obtained, a customer may, for instance, decide to wire a payment of money or obtain a money order to satisfy a debt or other obligation. Our loans and other services are subject to state regulations (which vary from state to state), and federal and local regulations, where applicable.

~~Reverse Merger Transaction~~

~~Pursuant~~

Our second segment operates retail stores selling Cricket cellular phones and accessories. We are a premier Cricket dealer. Cricket phones are prepaid cellular phones that function for a period of time for a flat fee, without usage limitations and without any long-term contract or commitment required from the consumer. At June 30, 2012, we owned and operated 50 Cricket wireless retail stores in 14 states, including Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon, Texas and Washington. While there are state regulations that affect our provision of Cricket phone products and services, our Cricket phone business is not highly susceptible to ~~an Agreement~~the adverse effects of changes in federal or state laws and ~~Plan of Merger~~regulations.

The tables below summarize our financial results and Reorganization dated December 13, 2007 (referred to throughout this prospectus as the “Merger Agreement”), by and among URON Inc., WFL Acquisition Corp., a Wyoming corporation and then our wholly owned subsidiary, and Wyoming Financial Lenders, Inc., a Wyoming corporation, WFL Acquisition Corp. merged with and into Wyoming Financial Lenders, Inc., with Wyoming Financial Lenders, Inc. remaining as the surviving entity and our wholly owned operating subsidiary. This transaction is referred to throughout this prospectus as the “Merger.” The Merger became effectivecondition as of and for the ~~close~~six months ended June, 2012 and 2011 (unaudited) and as of ~~business on~~and for the twelve months ended December 31, ~~2007.~~

~~At the effective time of the Merger, the legal existence of WFL Acquisition Corp. ceased~~2011 and all shares of capital stock of Wyoming Financial Lenders, Inc. that were outstanding immediately prior to the Merger were cancelled, with one share of common stock of such corporation issued to the Company. Simultaneously, WERCS (a Wyoming corporation and the former sole holder of capital stock of Wyoming Financial Lenders, Inc.) received:

2010 (audited).

	June 30, 2012		June 30, 2011
Revenues	$	13,444,739	$	9,078,713
Net income (loss) to common shareholders	$	92,793	$	(367,916	)
Current assets	$	7,845,021	$	6,911,589
Current liabilities	$	7,747,240	$	5,764,562
Total assets	$	21,773,096	$	19,412,124
Total liabilities	$	9,589,240	$	6,716,974
Shareholder equity	$	12,183,856	$	12,695,150

~~1,125,000 shares of our common stock, representing approximately 17.9% of our common stock outstanding immediately after the Merger, and~~

	December 31, 2011		December 31, 2010
Revenues	$	19,487,920	$	17,978,447
Net loss to common shareholders	$	664,769	$	751,059
Current assets	$	8,418,534	$	7,958,443
Current liabilities	$	7,883,414	$	6,452,628
Total assets	$	22,021,776	$	20,770,882
Total liabilities	$	9,623,479	$	7,707,816
Shareholder equity	$	12,398,297	$	13,063,066

10,000,000 shares of our newly created preferred stock, designated as “Series A Convertible Preferred Stock,” which is presently convertible into our common stock on a share-for-share basis, subject to adjustment.

The above figures include an ~~aggregate~~assumed preferred stock dividend relating to our Series A Convertible Preferred Stock in the amount of $2.1 million in 2011 and ~~as-if-converted basis, WERCS received and held 11,125,000 common shares representing approximately 68.2%~~2010.

For the fiscal year ended December 31, 2011, each of our major revenue sources generated the following gross profits:

	Payday and Installment			Phone & Accessory			Cricket Fees
Income	$	10,201,403		$	4,585,584		$	3,741,495
Provision for loan losses		(1,396,724	)		--			--
Collection costs		(386,230	)		--			--
Costs of phones and accessories		--			(2,857,294	)		--
Gross Profit	$	8,418,449		$	1,728,290		$	3,741,495

For the fiscal years ended December 31, 2011 and 2010, the net loss to our common ~~stock immediately after~~shareholders was $664,769 and $751,059, respectively, which assumes the ~~Merger. In addition, WERCS received a cash~~ payment of ~~$278,845~~a dividend on our Series A Convertible Preferred Stock in ~~return~~the amount of ~~capital.~~

~~Prior~~$2.1 million in 2011 and 2010. Investors are encouraged to review our financial statements (and the ~~Merger,~~notes to our consolidated financial statements) beginning on page F-1 of this prospectus prior to exercising their subscription rights and investing in our common stock.

PAYDAY LENDING BUSINESS

General Description

The short-term consumer loans we ~~effected a 1-for-10 share combination (i.e., reverse stock split)~~provide are commonly referred to as “payday loans” or “cash advance” loans. Such loans are referred to as “payday loans” because they are typically made to borrowers who have no available cash and promise to repay the loan out of ~~our capital stock that was effective~~their next paycheck. In some cases, these same types of loans are referred to as “deferred deposit advances” because the borrowers, instead of ~~December 27, 2007. The share combination was approved by our Board of Directors pursuant to the provisions~~funding repayment of the ~~Minnesota Business Corporation Act~~loan out of a paycheck, promise to repay the loan with their next regular fixed-income payment, such as a ~~corresponding reduction in the number of shares of authorized capital stock. In addition,~~social security check.

When we make cash advance or “payday” loans, we provide our Board of Directors approved an increase in the number of directors comprising the Board of Directors, and appointed five new directors at the effective time of the Merger. Also at the effective time of the Merger, our former sole director resigned from our Board of Directors.

~~Recent Developments~~

~~On February 26, 2008, we entered into an Exchange Agreement~~customers with National Cash & Credit, LLC, a Minnesota limited liability company, and its members. Under the Exchange Agreement, the members of National Cash & Credit assigned to us all of the outstanding membership interests in National Cash & Creditcash in exchange for a promissory note with a maturity of generally up to four weeks that is supported by that customer’s post-dated personal check for the aggregate amount of the loan, plus a fee. During 2011, we offered payday loans typically ranging from $10 to $500, with the average loan amount being approximately $327. Approximately 75.0% of our ~~issuance~~loan transactions are made for a period of up to four weeks and approximately 25.0% of our loan transactions involve loans whose initial maturity extends beyond four weeks. To repay the payday loans, customers may pay with cash, in which case their personal check is returned to them, or allow their personal check to be presented to their bank for collection.

As part of an aggregate of 1,114,891 shares of common stock and a cash payment of $100,000. The closing of the transactions contemplated by the Exchange Agreement occurred effective as of February 26, 2008. In the transaction,our payday lending business, we acquired a total of five new stores located in the Phoenix, Arizona market. Our Chief Executive Officer and President, Christopher Larson, possesses a material financial interest in National Cash & Credit, LLC. For further information, please see “~~Certain Relationships and Transactions.~~”

~~On March 1, 2008, we acquired five stores offering payday advance~~offer short-term installment loans in ~~Fargo, Grand Forks, Bismarck~~Colorado and ~~Minot, North Dakota. These stores, currently operating under the trade name “Ameri-Cash,” increased to ten the total number~~Wisconsin. In 2011 approximately 5.3% of ~~stores which we operate in North Dakota. We paid approximately $400,000 for these stores and associated assets.~~

~~Industry Background~~

We believe there has always been a strong demand for small, short-term consumer loans in the United States. However, traditional lenders like banks and finance companies have often been constrained by laws (or internal policies) that make providing small, short-term loans cost prohibitive. In addition, these smaller and short-term loans are incompatible with the acceptable risk level common to many traditional lenders. Traditional lenders generally appear to have moved awayloan revenue was derived from ~~this type of~~installment lending.

The ~~departure of traditional credit providers appears to have contributed to the rise of payday lending.~~

The cash advance loan industry began its rapid growth in 1996, when there were an estimated 2,000 cash advance loan stores in the United States. Currently, there are an estimated 22,000 cash advance loan stores in the United States, which in the aggregate provide approximately $40 billion in short-term credit to millions of middle-class households experiencing cash-flow shortfalls (Source: Financial Services Association of America). During this same time, the number of states that expressly permit or do not expressly prohibit cash advance loans has grown from six to 36 states and the District of Columbia. Industry trends currently indicate that, overall, there is likely to be a net decrease in total payday lending stores over the next few years from closings resulting primarily from regulatory changes and a slowdown in new store growth and general economic conditions. In 2007, the payday lending store base declined approximately 2.5% (approximately 600 stores), the first such decline in seven years. Nevertheless, the industry’s internet volume during 2007 increased by 40% over the prior year. (Source: Joseph Steven & Co, Inc.).

18

~~Services~~

~~Cash Advance Loans~~

Payday Loan Process

Customers seeking to obtain a ~~cash advance~~payday loan must complete a loan application, maintain a personal checking account, have a suitable source of income, and not otherwise be in default on a loan from us. Upon completion of a loan application and our acceptance of such application, the customer signs a promissory note and provides us with a check for the principal loan amount plus a specified fee. State laws typically limit fees to a range of $15 to $20 for each $100 of principal borrowed. Loans generally mature in two to four weeks, on or near the date of a customer’s next payday. must:

complete a loan application

maintain a personal checking account

have a suitable source of income

have a valid driver’s license or other form of picture ID

not otherwise be in default on a loan from us where available

enter into a standard loan agreement and promissory note with us, and

deliver their personal post-dated check.

Our standard ~~agreement~~payday loan application with customers provides that we will not cash their check until the due date of the associated loan. ~~The customer’s debt~~To repay a payday loan, a customer may pay with cash, in which case their personal check is returned to ~~us is satisfied by: (i) payment~~them, or allow the check to be presented to the bank for collection. All of ~~the full amount owed in cash (at which point we return the customer’s personal check); (ii) deposit of the customer’s check with the bank; or (iii) ACH direct payment.~~

our loans are subject to state, federal, and where applicable, local regulations. State and local regulations are not uniform. Where permitted by state regulation, a customer may renew a loan after full payment in cash of the fee associated with the original loan. When applicable, a customer renewing a loan signs a new promissory note and provides us with a new check.

We require that a payday loan customer have and maintain a personal checking account for a number of reasons. First, we need to ascertain that the personal post-dated check we receive from that customer is written against a valid and existing checking account. Second, we review recent bank statements from the checking account for proof that the customer’s statements to us, and the representations made to us in the related loan agreement, relating to their employment and level of income are accurate. Third, we also review the recent bank statements for evidence of any returned checks. If an applicant had multiple returned checks on their recent bank statements, we are unlikely to extend a loan to that person.

Ordinarily, we deem items such as a recent pay stub, or a bank statement evidencing periodic deposits, as sufficient proof of current employment. We do not, however, independently verify that a borrowing customer is employed at the time of a loan. Furthermore, we do not require or request any information relating to whether a borrowing customer’s employment is on a full-time or part-time, or hourly or salaried, basis; nor do we otherwise make any independent verification regarding these kinds of employment-related facts. We make loans without proof of employment and without a recent bank statement only to repeat customers, who have not previously defaulted on loans we have made to them, in states that do not require those items as prerequisites for a loan. An employment income source is determined to be “suitable” if it appears to be valid from our review of the bank statements a borrower provides us, and any pay stubs they may also offer as evidentiary support for their employment. Generally, we do not advance a payday customer more than 25% of the monthly income that they appear to earn, based on our review of applicable documentation the customer provides to us. We apply this limitation to all of our customers and in all circumstances, including attempts to roll over loans, except for repeat customers who have had repaid all of their prior loans on time. For installment customers, we will loan up to 35% of their monthly income.

We do not undertake any formal or informal credit check of borrowers, or any review of their credit history in connection with a proposed loan transaction. When making a loan to a first-time customer, we obtain reports from a third-party vendor that summarizes recent credit requests, existing bad debt, and existing delinquencies. These reports are provided by Teletrack. If an applicant has a poor Teletrack report showing multiple recent credit requests or existing delinquencies, or more than one returned check on their recent bank statements, we are unlikely to extend a loan to that person. We do not order Teletrack reports for repeat customers.

As part of each payday loan transaction, we enter into a standardized written contract with the borrowing customer. The standardized contracts vary slightly based on differing state laws, but all of our standard contracts plainly state in simple terms the annual percentage rate (assuming the fees we charge are computed as interest) in compliance with Regulation Z, and the consequences of defaulting on the loan. We retain copies of our written contracts at the stores where the transactions are processed and also provide copies to our customers. Our standard documentation includes:

a promise to repay the loan and associated loan fee

an express right to prepay without penalty (but without return of any portion of the associated loan fee unless required by state law)

a statement that the borrower will pay an additional fee in the event that the post-dated check is returned for insufficient funds

the borrower’s right to rescind the transaction, without cost, at any time prior to the close of business on the business day immediately following the date of the loan, by returning the borrowed amount and acknowledgment that the loan was rescinded

customary representations and warranties

a dispute-resolution clause under which the parties agree to submit any claims or controversies to binding arbitration

a notice of financial privacy rights

an affirmative check-the-box representation about whether the borrower is a member of the U.S. military, and

an acknowledgment that the borrower has read and understands the borrowing agreement.

Upon completion of a loan application, the provision of proof of an existing bank account, current income, a valid driver’s license or other acceptable photo identification, and signed loan agreement and our acceptance of such agreement, the loan approval process is complete. At that point, the customer signs a promissory note and provides us with a personal post-dated check for the principal loan amount plus a specified fee. All documentation is reviewed and payday loans are approved at the store level only, barring extraordinary circumstances. Nearly all of the loans we make are “payday loans” where the borrower provides us with a personal post-dated check. All checks are drawn upon the borrower’s bank. We do not accept third-party checks in connection with a payday lending transaction. We make very few “deferred deposit advance” loans, and we estimate that fewer than one percent of our total loans during 2011 were loans of this type. In part, this is because we require reasonable proof of current employment as a condition to obtaining a loan from us.

~~The cash advance-lending business is seasonal due~~

Beyond the steps described above, we do not make any independent determination of the ability of a potential borrower to repay the loans we make to them. Instead, we rely on a borrower’s representations to us and proof regarding their employment and ownership of an active bank account, our review of their recent bank statement, and our general policy that limits payday loans to no more than 25% of a borrower’s monthly income, and 35% of an installment loan customer’s monthly income.

In general, our lending process and standards are extraordinarily different from those used by banks. To our knowledge, banks typically order and carefully review credit reports, engage in some level of analysis relating to the ~~fluctuating demand~~ability of a potential borrower to repay the loan, and will typically make independent verification of employment and earnings history through payroll deposits, phone calls, reviews of tax returns and other processes—all in an effort to minimize the risk of a loan default. As a result, we generally experience a higher default rate on our personal loans than banks do on their personal loans. At June 30, 2012, we had an aggregate of all loan types of approximately:

$4.2 million in current outstanding loan principal, fees and interest due to us

$1.2 million of late loans (customers’ repayment checks presented as NSF within the last 180 days or installment loan balances not past the final installment due date with 1 or more payments delinquent)

The Fees We Charge

The fee we charge for a payday loan 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. We do not charge interest in connection with our payday loans but do charge interest on our short-term installment loans made in Colorado and Wisconsin. If, however, we calculate the loan fees we charge as an annual percentage rate of interest, such rate would range from 177% for a 31-day loan transacted in Kansas (on the low end) to approximately 574% for a 14-day loan in Wisconsin (on the high end), with the actual average loan amount and average actual loan fees we charge involving an imputed annual percentage rate of approximately 450% and 203% for a 14-day and 31-day loan, respectively. The term of a loan significantly affects the imputed APR of the fees we charge for our loans. For instance, when a $15 fee is charged for a two-week loan of $100, the resulting APR is 391%. When the same fee on $100 is charged for a four-week loan, the resulting APR is 195%. When our general range of payday loan fees is applied to our average 2011 loan amount of $327, the fee ranges from $46.99 to $68.92 and the APR ranges from 391% to 574% for a two-week loan and from 195% to 287% for a four-week loan. Currently, we do not charge the maximum fee permitted in all of the states where we operate. We do, however, charge a uniform fee for all transactions processed in any particular state that involve the same range of payday loan amounts and the same term.

The table below sets forth the uniform fees we charge and imputed APRs on non-interest payday loans in the states where we operated during 2011.

State	Fees	APR (%) on a 14- day $100 Loan	APR (%) on a 28- day $100 Loan			APR (%) on a 14- day $300 Loan			APR (%) on a 28- day $300 Loan
Iowa	$15 on first $85 advanced; 11.1% on additional amounts (up to $445)	435%		217	%		338	%		169	%
Kansas	$15 per $100 advanced	391%		196	%		391	%		196	%
Nebraska	$17.50 per $100 advanced	456%		228	%		456	%		228	%
North Dakota	$20 per $100 advanced	521%		261	%		521	%		261	%
South Dakota	$20 per $100 advanced	521%		261	%		521	%		261	%
Utah	$20 per $100 advanced	521%		261	%		521	%		261	%
Wisconsin	$22 per $100 advanced	574%		287	%		574	%		287	%
Wyoming	30% per $100 advanced if loan is less than $150 or 20% per $100 advanced if loan is equal to or greater than $150 (subject to numerous maximums)	782%		391	%		521	%		261	%

Of the nine states in which we presently operate, three states (South Dakota, Utah and Wisconsin) do not limit the payday loan fees we may charge or the term (i.e., the length) of the loans we may offer our customers. In addition, Utah does not limit the amount we may loan to customers in a payday lending transaction.

In Colorado, we offer short-term installment loans from $100 to $500 payable in six equal monthly payments. Loan terms include a 45% annual interest rate, an origination fee of 20% on loan amounts up to $300 and 7.5% on loan amounts thereafter and a monthly maintenance fee. In 2011, we introduced a short-term installment product in Wisconsin. Wisconsin installment loans are payable over four to six months at an annual percentage rate of approximately 390%.

Many states have laws limiting the amount of fees that may be charged in connection with any lending transaction (including payday lending transactions) when calculated as an annual percentage rate or the payday lending is expressly prohibited. These limitations, combined with other limitations and restrictions, effectively prohibit us from utilizing our present business model for cash advance or “payday” lending in those jurisdictions. In addition, the federal government passed the “2007 Military Authorization Act” which prohibits lenders from offering or making payday loans ~~during~~(or similar lending transactions) to members of the ~~year. Usually,~~U.S. military when the ~~highest demand~~interest or fees calculated as an annual percentage rate, exceed 36%. Like the state limitations discussed above, this limitation effectively prohibits us from utilizing our present business model for cash advance ~~loans occurs in January~~or “payday” lending when dealing with members of the U.S. military. As a result of these restrictions, we do not conduct business with U.S. military personnel.

The above-described payday fees are the only fees we assess and collect from our customers for payday loans. Nevertheless, we also charge a flat fee that ranges from $15 to $30 (depending on the state) for returned checks in the ~~fourth calendar quarter. Due~~event that a post-dated check we attempt to cash as repayment for our loan is returned. In 2011, we had approximately 7,200 checks returned that were assessed a fee, compared to approximately 8,300 such checks during 2010. In 2011, we collected fees on returned checks on approximately 26% of the returned checks, for a total of approximately $46,000. In 2010, we collected on approximately 34% of these returned checks, for a total of approximately $55,000.

Extensions or “Rollovers” of Payday Loans

When a customer “rolls over” or extends the term of an outstanding loan, we treat that rollover or extension as a brand new loan and we again charge the above-described loan fee for that transaction. This rollover has no effect on the imputed annual percentage rate of the loan in those cases where the extended term is equal to the ~~receipt~~initial term of ~~income-tax refunds, demand~~the loan. For example, a $100 four-week loan that costs $20 to obtain is the APR equivalent of 261%. If a customer extends the term of that loan for an additional four-week period, the customer will have paid $40 total in fees to obtain the $100 eight-week loan—which is again the APR equivalent of 261%. In cases where a customer (1) extends or rolls over a loan for a length of time that is less than the original loan or (2) repays the extended loan prior to the expiration of the fully extended term, the imputed APR will increase. For example, if a customer who obtained an initial $100 four-week loan for $20 in loan fees (the APR equivalent of 261%) later extends the term of that loan for only two additional weeks and pays the additional $20 loan fee, that customer will have borrowed $100 for a six-week period at a total cost of $40—which is the APR equivalent of 347%. We do not charge any interest on the unpaid fee from the initial term of the loan because, as a condition to agreeing to a loan extension, we will only accept cash ~~advance~~payment of the fee for extending the loan. In 2011, 10.2% of our total loan fee revenues were derived from loan fees charged and collected upon the extension or rollover of payday loans. Approximately 10% of payday loans ~~normally declines from February through April. As with most~~are rolled over or renewed.

Most states prohibit payday lenders ~~our~~from extending or refinancing a payday loan. Nevertheless, four states in which we presently operate—South Dakota, North Dakota, Utah and Wisconsin—do permit a loan ~~loss ratio fluctuates with these changes in demand, with~~to be extended or “rolled over” for a ~~higher loss ratio being typical~~specified period. Specifically, Wisconsin and North Dakota permit only one loan extension; South Dakota permits up to four loan extensions; and Utah has no limit on the number of loan extensions but does limit the time period of extensions to 10 weeks from the origination date of the original loan.

Summary of Loan Terms

The table below sets forth the minimum and maximum loans we approve, the maximum fee we charge, the maximum term of the loan and whether an extension/rollover is permitted in the ~~second~~state were we operate.

State	Minimum Loan	Maximum Loan	Maximum Fee	Maximum Term	Extension/ Rollover Permitted
Colorado - Installment	No minimum	$500	20% origination on first $300; 7.5% thereafter; 45% interest and a monthly maintenance fee	Minimum 6 months	Yes
Iowa	No minimum	$500	$5+10% of first $100 10% thereafter (1)	31 days	No
Kansas	No minimum	$500	$15 per $100	30 days	No
Nebraska	No minimum	$500	15%¹ per $100	31 days	No
North Dakota	No minimum	$600	20%	60 days	Yes (one)
South Dakota	No minimum	$500	No limit	No limit	Yes (four)
Utah	No minimum	No limit	No limit	84 days	Yes
Wisconsin - Installment	No minimum	$750	390%	7 months	Yes
Wisconsin - Payday	No minimum	$1,500	No limit	No limit	Yes (one)
Wyoming	No minimum	No limit	20%	30 days	No

______________

(1)Denotes that the applicable percentage is calculated on the loan amount plus any finance charges.

Multiple Loans to Single Customers

We occasionally make multiple loans to a single customer if permitted by applicable law and ~~third calendar quarters and a lower loss ratio being typical in the first and fourth calendar quarters.~~

~~Other Financial Services~~

~~We also offer other consumer financial services, such~~regulations. Based on our outstanding payday loans as ~~check-cashing services, phone services, installment loans, money transfers and money orders. Together, these other financial services constituted 20% and 21%~~of June 30, 2012, approximately 7.0% of our ~~revenues~~customers had more than one loan outstanding. In these cases, the average number of separate loans outstanding was two and the average aggregate principal amount loaned was approximately $433.

Risks Associated With Our Loans—Default and Collection

Ordinarily, our customers approach us for a loan because they currently have insufficient funds to meet their present obligations, and so rarely if ever do our customers have sufficient funds in their checking accounts to cover the ~~fiscal years ended December 31, 2007~~personal post-dated checks they provide us at the time of the loan transaction. The nature of our payday loan transactions present a number of risks, including the ultimate risk that the loan will not be paid back. In addition, we do not obtain security for our payday loans principally because, even assuming our customers would have potential collateral to offer as security for a payday loan, the small size of each particular lending transaction does not justify the time, effort and ~~2006, respectively.~~expense of identifying the collateral and properly obtaining a security interest in such collateral. As a consequence, all of our payday loans are unsecured. This means that, absent court or other legal action compelling a customer to repay our loans, we rely principally on the willingness and ability of our customers to repay amounts they owe us. In this regard, in many cases the costs of merely attempting to collect the amounts owed to us exceed the amounts we would seek to collect—making it impractical to take formal legal action against a defaulted borrower.

When a customer defaults on a loan, we engage in store-level collection practices that include attempts to contact the customer and obtain payment, and attempts to contact the customer’s bank in order to determine whether funds are available to satisfy their personal post-dated check. If funds are available, we present the check to the bank for repayment and an official check from the bank is obtained to pay off the item. The costs involved in these initial collection efforts are minimal as they involve some employee time and possibly a flat $15-30 bank fee to cover the cost of the cashier’s check. If funds are not available, we generally attempt to collect returned checks for up to 90 days (or up to 180 days in cases where a bank account is still active and the customer has not initiated a stop payment on the postdated check provided), principally through continued attempts to contact the customer. If our attempts remain unsuccessful after 90 (or 180) days, we assign the item to a collection agency. Assignment to a collection agency may cost us 30-40% of the amount eventually collected (if any) from the customer. Ordinarily, we do not recoup any costs of collection from our customers.

Historically, we collect approximately 58% of the amount of all returned checks, which results in approximately 2.42% of our total payday loans being uncollectible. In 2011, we made approximately 178,000 payday loan transactions, of which approximately:
· 83% were paid in full at or prior to the expiration of the original loan term, accounting for approximately 84% of our loan fee revenues
· 11% were refinanced, extended, renewed or otherwise paid after the expiration of their original loan term, accounting for approximately 11% of our payday loan fee revenues, and
· 6% involved a personal post-dated check that was returned for insufficient funds.

Marketing Strategy

Our advertising and marketing efforts are designed to introduce customers to our services, build customer loyalty and generate repeat visits and transactions. Our principal means of advertising our payday lending services consists of ~~promotional materials and~~ Yellow Page directories used in our active ~~markets.~~

~~Technology and Information~~

We maintain an integrated system of software applications and platforms for processing the various types of transactions we offer. These systems provide us with customer service, internal control mechanisms, record-keeping and reporting information. As of the date of this prospectus, we have one point-of-sale system used by all of our payday locations, and a different point-of-sale system used for our title loan services. On a daily basis, transaction data is collected and integrated into our management information systems. These systems are designed to provide summary, detailed and exception information to regional, area and store managersmarkets as well as ~~corporate staff.~~

~~Security~~

~~We believe~~building signage visible from local arterial roadways on which we are located. For our Cricket business, we rely primarily on Cricket advertising and promotional items as well as building signage visible from local arterial roadways on which we are located. Our Cricket locations are also listed on the ~~principal security risks~~Cricket Wireless website and are searchable by address, city or zip code.

Industry Information

There are an estimated 20,600 cash advance loan stores in the United States, which in the aggregate provide approximately $38.5 billion in short-term credit to ~~our operations~~households experiencing cash-flow shortfalls. Industry trends indicate that there is likely to be a net decrease in total payday lending stores over the next few years due to store closings resulting from a combination of regulatory or legal changes, a slowdown in new store growth and general economic conditions.

According to the Community Financial Services Association of America (CFSA), payday loan customers typically are ~~robbery~~middle-income or lower-middle-income, middle-educated individuals who are a part of a young family (See Community Financial Services Association of America, citing to The Credit Research Center, McDonough School of Business, Georgetown University, Gregory Elliehausen and ~~employee theft. We have established extensive security systems, dedicated security personnel~~Edward C. Lawrence, “Payday Advance Credit in America: An Analysis of Customer Demand”). The CFSA is a lobbying organization for the payday loan industry. The Credit Research Center study cited by the CFSA was based upon telephone interviews of 427 borrowers of payday loans in 2000 and ~~management information systems to address both areas of potential loss.~~

~~To protect against robbery, most store employees work behind bullet-resistant glass and steel partitions,~~2001, and the ~~back office, safe~~answers provided in those interviews by the borrowers were not independently verified by the study’s authors. Moreover, the authors of that study note that, of the 5,364 payday loan consumers whom they attempted to contact and ~~computer areas are locked~~interview for the study, 1,113 were not able to be reached because their phones had been disconnected and ~~closed~~another 1,043 refused to ~~customers. Our security measures in each store include safes, electronic alarm systems monitored by third parties, control over entry~~be interviewed or else quit the interview prior to ~~customer service representative areas, detection~~completion. We do not possess independent information that corroborates the findings of entry through perimeter openings, walls and ceilings and the tracking of all employee movement in and out of secured areas. Employees use cellular phones to ensure safety and security whenever they are outside the secure customer service representative area. Additional security measures include alarm systems in all stores , remote control over alarm systems, arming/disarming and changing user codes and mechanically and electronically controlled time-delay safes.

Since we have high volumes of cash and negotiable instruments at our locations, daily monitoring, unannounced audits and immediate responses to irregularities are critical. Our regional managers perform weekly unannounced store audits and cash counts at our stores. We self-insure for employee theft and dishonesty at the store level.

~~Competition~~

Like most other cash advance lenders, we believe that the primary competitive factors in our business are location and customer service. We face intense competition in an industry with relatively low barriers to entry,The Credit Research Center, and we ~~believe~~do not collect demographic data about our customers.

The Consumer Federation of America (CFA), a nonprofit consumer advocacy organization, has submitted written comments to the Federal Trade Commission that make assertions very different from those proponed by the ~~cash advance~~CFSA. For example, the CFA asserts that “payday loan borrowers are typically female, make around $25,000 a year, are renters, and more likely to be minorities than the general population. Payday lenders have clustered around military bases, in low to moderate income neighborhoods, and in predominantly minority areas.” (See Comments To the Federal Trade Commission Regarding the Fair Debt Collection Practices Act Collecting Consumer Debts: The Challenges of Change By the Consumer Federation of America, June 20, 2007). The CFA presently does not make available to the public the research data to support its claims, and as a consequence we are unable to evaluate their accuracy. However, other statistics concerning payday lending ~~markets~~(such as default rates) that are ~~becoming more competitive~~contained in CFA website material conflict with our statistics borne out by years of involvement in the business.

Predatory Lending and Regulatory Concerns

In general, the payday lending suffers from the perception and ~~check cashing stores~~widespread belief that payday lenders are in the nature of predatory lenders, offering loans to low income and ~~financial service entities~~poorly educated consumers at costs that are too high to be good for consumers. This perception and ~~retail businesses that offer cash advance loans or similar financial services. In addition, we compete~~belief results in ~~part with services offered~~frequent efforts in the U.S. Congress and various state legislatures, often proponed by consumer advocacy groups and lobbyists for traditional financial institutions such as ~~overdraft protection.~~

~~Additional areas~~banks, to further regulate and restrict or prohibit payday lending outright. For example, the federal government passed the 2007 Military Authorization Act which prohibits any persons from offering or making loans to members of ~~competition~~the military when the interest and loan fees, calculated as an annual percentage rate, exceed 36%. This limitation effectively prohibits payday lenders from making payday loans to members of the U.S. military.

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 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. While the Bureau does not appear to have ~~recently arisen. Businesses now~~authority to make rules limiting interest rates or fees charged, the scope and extent of the Bureau’s authority will nonetheless be broad, and it is expected that the Bureau 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 could have serious consequences for the Company.

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. In 2010, we began offering an installment loan product at our store in Colorado and in 2011 at our four stores in Wisconsin.

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 were only allowed to renew a payday loan once, and then lenders are required to offer a 60-day, interest free, payment plan to consumers.

In response to these changes, the Company began offering unsecured installment loans ~~over~~in Wisconsin in lieu of payday loans beginning in May 2011. By the ~~internet~~fourth fiscal quarter, the Company had phased out payday loans in Wisconsin altogether. Any adverse change in present federal or state laws or regulations that govern or otherwise affect payday lending could, at any point, result in our curtailment or cessation of 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 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 general business prospects as well if we are unable to effectively replace such revenues in a timely and efficient manner or if negative publicity effects our ability to obtain additional financing a needed.

We do not believe that payday lending is predatory, nor do we believe that our loans are too costly for consumers if they are judiciously obtained. In fact, we believe that bank overdraft fees by themselves are typically far more costly for consumers, and bouncing a check can often involve other negative consequences such as ~~“loans~~independent fees levied by ~~phone,~~the parties to whom a bad check is written, negative publicity, etc. In this regard, the FDIC released a November 2008 report called “Study of Bank Overdraft Programs.” The report indicates that the average amount obtained when bank customers overdraw their accounts is $60, and ~~these~~the average overdraft fee charged by the bank is $27. This equates to an APR of 1,173% and 587% for a two-week and four-week $60 bank “loan,” respectively. In sum, we believe that many of the bad perceptions about our industry are fueled primarily by:

the effects of our loans on consumers who do not judiciously obtain payday loans

a lack of genuine understanding about the choices faced by low and middle-income people facing a critical cash shortage, and

anti-payday lending lobbying campaigns often funded by traditional financial institutions, such as banks and credit unions, that would economically benefit from the elimination of payday lending.

Finally, we have ~~begun~~become aware of continued aggressive enforcement and prosecution by the Federal Trade Commission against payday lenders using unfair and abusive lending practices in violation of the Truth in Lending Act and Regulation Z, including failures to ~~compete~~properly disclose loan terms and imputed APRs. In particular, we believe that FTC regulators are expanding theories relating to “fair and adequate” disclosure loan terms. This focus includes marketing and advertising materials (specifically, the layout and presentation of such materials), and specific practices, that may detract attention from or diminish the prominence of disclosures relating to loan terms, and the costs and risks involved with ~~us. There also~~payday loans. Moreover, it has ~~been~~come to our attention that FTC regulators are more keenly scrutinizing whether payday lending business practices match advertised claims. While we do not presently anticipate any adverse regulatory issues or outcomes relating to our business, it is possible that one or more of our store locations could come under FTC scrutiny and that any such scrutiny could negatively affect store performance and consume considerable time and attention of our management.

Seasonality

We have experienced seasonality in our payday lending 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.

Effect of General Economic Conditions on our Payday Lending Business

We believe that consumer demand for our payday lending services is increasing ~~penetration~~as a result of ~~electronic banking~~the recent economic recovery and ~~related services into~~slowly improving employment numbers; however, we expect improving economic conditions to be partially negated by unemployment levels that remain high in the ~~check cashing~~context of recent history. High unemployment levels generally reduce the pool of payday loan consumers that can meet all of our loan qualifications, particularly the employment requirement. In addition, it seems likely that the continued economic situation and ~~money transfer industry, including direct deposit~~higher unemployment rates could result in greater loan losses than we experienced in 2011 with unemployment rates expected to remain high for the foreseeable future. Our business experienced fluctuating changes in our provision for loan losses in recent years. For instance, our provision for loan losses totaled $1.40 million for 2011, an increase of ~~payroll checks, payroll cards, stored-value cards~~$.12 million from our provision of $1.28 million for 2010. Our provision for loan losses as a percentage of loan fee revenue was 14.5% for 2011 and ~~electronic transfer~~12.1% during 2010. The less favorable loss ratio in 2011 reflected in part a more challenging collections environment as a result of ~~government benefits.~~

an increase in bankruptcy filings, higher energy prices and increased competition in the lending industry. We believe that our ~~management team, which~~new installment loan offering has ~~a combined 36 years of industry experience, provides us with a competitive strength.~~also contributed to the increased loan loss percentage for 2011. We also believe that as the country moves out of recession and into recovery, our consumer base will increase as individuals are denied credit by traditional lenders because of recent unemployment, foreclosure or liquidity issues. Nevertheless, we are not certain how improving economic conditions or an increase in our consumer base will affect our loan losses for 2012.

Credit and financing available to us and our industry has been negatively impacted by the recent economic situation, recent federal and state legislation, and the overall negative perception associated with payday lending.

Future growth in our payday lending business beyond reinvestment of our current profits may be limited due to the tighter credit markets. Furthermore, we anticipate that the present condition of the financial markets and increased regulation related to payday lending currently under consideration at the federal level will make it more difficult for us to borrow money to fund the expansion of our operations through acquisitions.

CRICKET PHONE BUSINESS

General Description

We are an authorized dealer of Cricket Wireless products and services and operate Cricket retail stores in Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon, Texas and Washington. Although Cricket Wireless owns a number of corporate stores, Cricket Wireless is partnering with dealers in order to reach their market-penetration goals. Authorized dealers are permitted to sell the Cricket line and generally locate their store operations in areas with a strong potential customer base where Cricket 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. In addition, each store we operate must resemble a Cricket corporate store. Once we identify an area to locate a new store, we contact Cricket Wireless to obtain approval. Once Cricket Wireless approves our recommended location, we establish the storefront.

We profit in this business through retail sales of cellular phones used with Cricket services, sales of phone accessories (e.g., face plates and phone chargers), fees charged when a customer changes services (service reactivations, adding lines, plan changes, etc.), or whenever a customer pays his or her Cricket invoice at one of our store locations.

We bear no risk of non-payment because of the prepaid nature of the service and because Leap Wireless Communications provides the cell phone services. Service automatically terminates upon nonpayment, which is midnight of the date on which the payment is due if the account remains unpaid. If a customer pays their service charge within 60 days of termination, the service is ~~critical~~reinitiated and the phone number remains unchanged. After 60 days, a customer is deemed to ~~developing loyalty.~~be a new customer and a new phone number is assigned.

Market Information and Marketing

At June 30, 2012, Cricket cellular phone service was offered in 35 states and had approximately 5.9 million customers. Leap Wireless Communications, Inc. is a Delaware public reporting corporation and the owner of Cricket Wireless. Cricket Wireless service offers customers unlimited wireless voice, data, text, Muve Music™ and broadband data services for a flat monthly rate. In addition, our ~~industry,~~retail stores in select markets offer Cricket PAYGo™ services, which is an unlimited prepaid wireless service. Cricket PAYGo is a daily pay-as-you-go wireless and text messaging service designed for customers who prefer the flexibility and control offered by traditional prepaid services but who are seeking greater value for their dollar.

Cricket products and services are primarily targeted to market segments that are underserved by traditional communications companies. Based on disclosures made by Leap Wireless Communications, Cricket customers tend to be younger, have lower incomes and include a greater percentage of ethnic minorities. Cricket services are designed to appeal to customers who value unlimited wireless services with predictable billing and who use the majority of those wireless services from within Cricket service areas. In contrast, the majority of wireless customers in the U.S. subscribe to post-pay services that may require credit approval and a contractual commitment from the subscriber for a period of at least one year and may include overage charges for call volumes in excess of a specified maximum. Like Leap Wireless Communications, we believe that ~~quality~~a significant portion of the remaining growth potential in the U.S. wireless market consists of customers who are price-sensitive, who have lower credit scores or who prefer not to enter into fixed-term contracts. We believe that our authorized Cricket store business directly caters and appeals strongly to these customer segments.

We expect that consumers may wish to prepay their phone service ~~means (i) assisting~~or purchase prepaid cellular/Cricket phones:

to avoid costly phone purchase and long-term and expensive service contracts with wireless carriers

because poor credit histories may prevent them from successfully obtaining a service contract with a wireless carrier, or

due to a short-term need and circumstances in which they expect to engage in heavy usage of phones, and so they wish to pay a flat fee for a period of time instead of risking additional per-minute charges on their phone usage.

Nevertheless, we do not formally query our customers who purchase our phone products or services as to their motivations in purchasing those products or services, and we do not have customer data indicating the ~~loan application process~~extent to which our phone customers cannot obtain a service contract from a long-term contract carrier of phone service or some other phone service provider.

Market Strategy

We believe that our business model is scalable and ~~understanding~~can be expanded successfully into current adjacent and new markets as we continue to perfect our operational protocols and our administrative office functions relating to our Cricket business. We are looking to acquire additional Cricket dealerships in the ~~loan terms, (ii) treating~~midwest and launch additional stores in new Cricket markets that are currently underserved by competing service providers.

Products and Services

Our authorized Cricket retail stores offer the following products and services:

Cricket Wireless service plans, each designed to attract customers by offering simple, predictable and affordable wireless voice, Muve Music™, text and data services that are a competitive alternative to traditional wireless and wireline services by offering plans with a flat-rate and unlimited usage within Cricket service areas, and without requiring fixed-term contracts, early termination fees or credit checks

Cricket Wireless plan upgrades (e.g., international calling minutes to Canada and/or Mexico; roaming service packages, text messages) and applications (including customized ring tones, wallpapers, photos, greeting cards, games and news and entertainment message deliveries) on a prepaid basis

Cricket handsets

Cricket broadband service affording customers unlimited wireless access to the Internet through their computers at a flat rate with no long-term commitments or credit checks, and

Cricket PAYGo service, an unlimited prepaid (daily pay-as-you-go) wireless and text messaging service available in select markets.

The service payment options for Cricket customers ~~respectfully, (iii) processing transactions with accuracy, efficiency~~include:

automatic charge against a debit or credit card on bill cycle due date

check payment by mail

payment at any corporate Cricket store, dealer location or alternative payment locations (e.g., a local grocery store), and

payment by telephone using a credit or debit card.

Customers also have an option on the purchase of their cellular phone, including the latest in Android-based and ~~speed.~~

~~Governmental Regulation~~

Blackberry OS-based smartphones. The customer can either purchase a new or refurbished phone from us or purchase a used phone from a previous customer. All phones must be paid for in full because there is no contract for the monthly prepaid service. New phone prices range from $59 to high-end cellular phones at $329 before promotional rebate offers.

Seasonality

Our customer activity is influenced by seasonal effects related to traditional retail selling periods and other factors that arise from our target customer base. We generally expect new sales activity to be highest in the first and fourth quarters. Nevertheless, our revenues can be strongly affected by the launch of new markets, promotional activity and competitive actions, any of which have the ability to reduce or outweigh certain seasonal effects.

REGULATION

We are subject to regulation by federal, state and local governments that affect the products and services we provide. Generally, these regulations are designed to protect consumers who deal with us and are not designed to protect our shareholders.

Regulation of ~~Cash Advance~~Payday Lending

~~Our business activities are subject to regulation and supervision at the state and federal levels.~~

In those states where we currently operate, we are licensed as a payday lender where required and are subject to various state regulations regarding the terms and conditions of our ~~cash advance~~payday loans and our lending policies, procedures and operations. In some states, ~~cash advance~~payday lending is referred to as ~~deferred~~“deferred presentment, ~~deferred~~” “cash advance loans”, “deferred deposit loans” or ~~consumer~~“consumer installment loans.” State regulations normally limit the amount that we may lend to any single consumer and may limit the number of loans that we may make to any consumer at one time or in the course of a single year. State regulations also limit the amount of fees that we may assess in connection with any loan or transaction and may limit a customer’s ability to ~~renew~~extend or “rollover” a loan with us. ~~The~~Often, state ~~statutes~~regulations also ~~often~~ specify minimum and maximum maturity dates for ~~cash advance~~payday loans and, in some cases, specify mandatory cooling-off periods between transactions. We

Our payday lending practices must also comply with the disclosure requirements of the Federal Truth-In-Lending Act and Regulation Z ~~thereunder.~~under that Act. Our collection activities for delinquent loans are generally subject to consumer protection laws regulating ~~debt collection~~debt-collection practices. Finally, our payday lending business subjects us to the Equal Credit Opportunity Act and the Gramm-Leach-Bliley Act.

~~Recent Legal Developments and Trends~~

During the last few years, legislation has been introduced and passed in the U.S. Congress and in certain ~~states~~state legislatures proposing or effecting various restrictions or an outright prohibition on ~~cash advance loans.~~payday lending. Currently, state laws in Arizona, Montana, Oregon and Georgia have effectively eliminated the ability to conduct ~~cash advance~~payday lending activities in those ~~states, and~~states. In addition, a ~~recent~~2007 federal law prohibits loans of any type to ~~members of the~~U.S. military personnel and their family members with charges or interest in excess of 36% per annum.

In ~~Arizona, current state law~~2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act which consolidated most federal regulation of financial services offered to consumers, and replaced 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, are now subject to new regulations to be passed by the Bureau. While the Bureau does not appear to have authority to make rules limiting interest rates or fees charged, the scope and extent of the Bureau’s authority will ~~effectively ban~~nonetheless be broad, and it is expected that the Bureau will address issues such as rollovers or extensions of payday loans and compliance with federal rules and regulations. Future restrictions on the payday lending as of July 1, 2010. Legislation to extend or overturn the ban is pending. Nevertheless, even if the prohibition is delayed or eliminated, we believe it is likely that such delay or elimination will be accompanied by limitations on fees or interest rates chargeable by payday lenders, in addition to other possible restrictions. Presently, we have five stores in Arizona. At this point, it is difficult to assess the materiality of any limitations on the business we conduct in Arizona. A ban on payday lending in Arizonaindustry could have ~~a material adverse effect on our business.~~

serious consequences for the Company.
For more information, see “PAYDAY LENDING BUSINESS—Predatory Lending and Regulatory Concerns” above.

Financial Reporting Regulation

Regulations promulgated by the United States Department of the Treasury under the Bank Secrecy Act require ~~reporting of~~us to report all transactions involving currency in an amount greater than $10,000. Generally, every financial institution must report each deposit, withdrawal, exchange of currency or other payment or transfer that involves an amount greater than $10,000. In addition, multiple currency transactions must be treated as a single transaction if ~~the financial institution has~~we have knowledge that the transactions are by or on behalf of any one person and result, in a single business day, in the transfer of cash in or out totaling more than $10,000. In addition, the regulations require ~~institutions~~us to maintain information concerning sales of monetary instruments for cash in amounts from $3,000 to $10,000.

~~Furthermore, the~~ The Bank Secrecy Act requires us, under certain circumstances, to file a suspicious activity report.

The Money Laundering Act of 1994 requires us, as a money service business, to register with the United States Department of the Treasury. Money services businesses include check cashers and sellers of money orders. Money services businesses must renew their registrations every two years, maintain a list of their agents, update the agent list annually, and make the agent list available for examination. ~~In addition, the Bank Secrecy Act requires us, under certain circumstances, to file a suspicious activity report.~~

Finally, we have established various procedures designed to comply, and we continue to monitor and evaluate our business methods and procedures to ensure compliance, with the USA PATRIOT Act.

Privacy Regulation

We are subject to a variety of federal and state laws and regulations restricting the use and seeking to protect the confidentiality of customer identity and other personal nonpublic customer information. We have identified our systems that capture and maintain nonpublic personal information, as that term is understood under the Gramm-Leach-Bliley Act and associated regulations. We disclose our public information policies to our customers as required by that law. We also have systems in place intended to safeguard this information as required by the Gramm-Leach-Bliley ~~Act.~~Act, which specifically governs certain aspects of our payday lending business.

COMPETITION

Like most other payday lenders, we believe that the primary competitive factors in our business are location and customer service. We face intense competition in an industry with relatively low barriers to entry, and we believe that the payday lending markets are becoming more competitive as the industry matures and consolidates. We compete with other payday lending and check cashing stores, and with financial service entities and retail businesses that offer payday loans or similar financial services. For example, we consider credit card companies that offer payday features, credit unions, banks that offer small loans, and creditors and loan services that can extend payment terms on outstanding loans to be our competitors. In addition, we compete in part with services offered by traditional financial institutions, most particularly with respect to the “overdraft protection” services those institutions may offer and the charges they levy for checks written with insufficient funds.

Additional areas of competition have recently arisen. Businesses now offer loans over the Internet as well as “loans by phone,” and these services compete with the services we offer. There also has been increasing penetration of electronic banking and related services into the check cashing and money transfer industry, including direct deposit of payroll checks, payroll or debit cards, stored-value cards, prepaid credit and debit cards, and electronic transfer of government benefits.

We also believe that customer service is critical to developing loyalty. In our industry, we believe that quality customer service means:

assisting with the loan application process and understanding the loan terms,

treating customers respectfully, and

processing transactions with accuracy, efficiency and speed.

Our Cricket store business competes primarily with other actual or potential authorized sellers and distributors of Cricket products and services. The authorization to sell Cricket products and services is granted by Cricket Communications, a Delaware corporation (sometimes referred to as “Cricket Wireless, Inc.”) and wholly owned subsidiary of Leap Wireless International, Inc. Presently, we believe that our ability to compete with other sellers of Cricket products and services will materially depend on the success with which we operate those store locations for which we presently have authorization to operate. If we successfully manage those stores and are able to develop and maintain a strong working relationship with Cricket Communications, we expect that we may be able to effectively compete for additional store locations when and as they come available.

Competition within the cellular phone industry in general is significant. We not only compete with other suppliers of Cricket or other prepaid service providers but also with the other national cellular phone providers such as Verizon, AT&T and Sprint. It is estimated that there are in excess of 32 million wireless subscriber connections in the U.S.

With the introduction of additional prepaid phone providers such as Straight Talk service rolled out by Wal-Mart in October 2009, Wal-Mart’s Family Mobile™ powered by T-Mobile, which began in September 2010, that provides unlimited talk and text for 3 family members, and the increase of national retailers offering numerous prepaid phone options, such as Cricket PAYGo™ services sold at Target stores or Cricket phones sold at Best Buy or Dollar General, it is possible that current and potential new customers will purchase these or other future competing services from these national resellers because of brand recognition, location or convenience, any of which would negatively impact our sales and our ability to win authorizations for new locations to grow our Cricket business. In addition, it is possible that Cricket Communications may itself, at some point in the future, determine to become more involved in the direct operation of its retail stores and move away from an authorized distributor business model or modify its existing model by changing the compensation structure to dealers or by increasing the number of dealer locations and thus reduce traffic to existing locations. In any such event, our ability to maintain and grow our Cricket business will be negatively impacted.

~~Employees~~

TECHNOLOGY AND INFORMATION

We maintain an integrated system of ~~December 31, 2007,~~point of sale and management software applications and platforms for processing the various types of financial transactions we offer. These systems provide us with customer service, internal control mechanisms, record-keeping and reporting information. Both of our point-of-sale systems used at our payday and Cricket store locations integrate transaction data with our management information systems on a real-time basis. These systems are designed to provide summary, detailed and exception information to regional, area and store managers as well as corporate staff and are designed to collect customer information for demographic analysis.

SECURITY

We believe the principal security risks to our operations are robbery and employee theft. We have established extensive security systems, dedicated security personnel and management information systems to address both areas of potential loss. To protect against robbery, most payday lending store employees work behind bullet-resistant glass and steel partitions, and the back office, safe and computer areas are locked and closed to customers. Our security measures in most payday lending and Cricket stores include safes, electronic alarm systems monitored by third parties, control over entry to customer service representative and inventory areas, detection of entry through perimeter openings, walls and ceilings and the tracking of all employee movement in and out of secured areas. Payday segment employees use cellular phones to ensure safety and security whenever they are outside secured areas. Additional security measures used in many stores include some combination of alarm systems, remote control over alarm systems, the arming, disarming and changing of user codes, and mechanically and electronically controlled time-delay safes.

Since we have high volumes of cash and negotiable instruments at our payday stores and inventory volumes at our Cricket stores, we believe that daily monitoring, unannounced audits and immediate responses to irregularities are critical to security and play an important role in our internal controls. Our regional managers and corporate staff perform unannounced store audits and cash counts at our stores as well as random inventory counts of cellular phones and accessories. We self-insure for employee theft and dishonesty at the store level.

EMPLOYEES

At June 30, 2012, we had approximately ~~120~~275 employees, consisting of ~~110~~257 store personnel ~~three field managers~~(106 of whom were employed at payday loan stores and ~~seven~~151 of whom were employed at Cricket retail stores), 12 corporate office ~~employees.~~employees and six corporate office managers. We believe our relationship with our employees is good, and we have not suffered any work stoppages or labor disputes. We do not have any employees that operate under collective-bargaining agreements.

LEGAL PROCEEDINGS

We are involved in a variety of legal claims and proceedings incidental to our business, including customer bankruptcy and employment-related matters from time to time, and other legal matters that arise in the normal course of business. We believe these claims and proceedings are not out of the ordinary course for a business of the type and size in which we are engaged. While we are unable to predict the ultimate outcome of these claims and proceedings, management believes there is not a reasonable possibility that the costs and liabilities of such matters, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.

~~DESCRIPTION OF PROPERTY~~

PROPERTIES

Our headquarters is in ~~Council Bluffs, Iowa.~~Omaha, Nebraska. There, we have a ~~3,500-square-foot~~5,775-square-foot space, with additional space available, which is sufficient for our projected near-term future growth. The monthly lease amount is ~~$3,280~~currently $3,900 and escalates to $5,500 by the end of the lease term ~~runs through November 2010.~~on December 31, 2014. The corporate phone number is ~~(712) 322-4020.~~

(402) 551-8888.

As of ~~the date of this prospectus,~~June 30, 2012, we ~~have 61~~had 52 payday store locations. Our payday store locations typically range in size from 1,000 square feet to 2,000 square feet, and have varying lease terms (none of which, however, have remaining terms of more than five years). As of ~~the~~that date, ~~of this prospectus, we have~~our payday lending stores were in the following cities:

· ~~Chandler, Arizona~~Sterling, Colorado

· ~~Buckeye, Arizona~~Council Bluffs, Iowa (two locations)

· ~~Lower Buckeye, Arizona~~

· ~~Surprise, Arizona~~

· ~~Mesa, Arizona~~

· ~~Sterling, Colorado~~

· ~~Ames, Iowa~~

·Des Moines, Iowa (four locations)

·Sioux City, Iowa

·Dodge City, Kansas

·Garden City, Kansas

· ~~Billings, Montana (two locations)~~Columbus, Nebraska

· ~~Butte, Montana~~

· ~~Great Falls, Montana~~

· ~~Holdrege , Nebraska~~

· ~~Columbus, Nebraska~~

·Grand Island, Nebraska

·Hastings, Nebraska

·Lincoln, Nebraska ~~(four~~(three locations)

·North Platte, Nebraska

·Omaha, Nebraska ~~(six~~(seven locations)

·Bismarck, North Dakota (two locations)

·Grand Forks, North Dakota ~~(four~~(three locations)

·Fargo, North Dakota (four locations)

·Minot, North Dakota

·Aberdeen, South Dakota

·Rapid City, South Dakota

·Sioux Falls, South Dakota

·Watertown, South Dakota

·Salt Lake City, Utah

·Sandy, Utah

·Taylorsville, Utah

·West Jordan, Utah

·Kenosha, Wisconsin ~~(three locations)~~

·Pleasant Prairie, Wisconsin

·Racine, Wisconsin (two locations)

· ~~East~~ Casper, Wyoming (two locations)

·Gillette, Wyoming

·Laramie, Wyoming

·Sheridan, Wyoming

· ~~West Casper, Wyoming~~

·Rock Springs, Wyoming

As of June 30, 2012, we had 50 Cricket store locations. Our Cricket store locations typically range in size from 1,000 square feet to 2,500 square feet, and have varying lease terms (none of which, however, have remaining terms of more than five years). As of that date, our Cricket retail stores were in the following cities:

·Nogales, Arizona

·Phoenix, Arizona

·Fort Collins, Colorado

·Greeley, Colorado

·Coeur d’Alene, Idaho

·Cahokia, Illinois

·Fairview Heights, Illinois

·Mundelein, Illinois

·Arlington Heights, Illinois

·Round Lake Beach, Illinois

·Elkhart, Indiana

·Gary, Indiana (two locations)

·Merrillville, Indiana

·Mishawaka, Indiana

·South Bend, Indiana

·Griffith, Indiana

·Council Bluffs, Iowa

·Kansas City, Kansas

·Kansas City, Missouri (four locations)

·St. Louis, Missouri (four locations)

·Wellston, Missouri

·Lincoln, Nebraska

·Omaha, Nebraska (eight locations)

·Cincinnati, Ohio

·Oklahoma City, Oklahoma (two locations)

·Tulsa, Oklahoma

·Hillsboro, Oregon

·Portland, Oregon

·San Antonio, Texas (three locations)

·McAllen, Texas (two locations)

·Laredo, Texas

·Spokane, Washington

~~LEGAL PROCEEDINGS~~

We are not currently involved in any material legal proceedings. Nevertheless, our business frequently involves many immaterial legal proceedings relating primarily to the collection of customer debts.

~~MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S~~

~~COMMON EQUITY AND RELATED SHAREHOLDER MATTERS~~

~~Market Information~~

MANAGEMENT

Our common stock is listed for trading on the over-the-counter bulletin board under the symbol “URRN.OB.” The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.

The following table sets forth the high and low bid prices for our common stock as reported by the OTC Bulletin Board in 2007 and the first quarter of 2008. Our common shares did not begin trading on the OTC Bulletin Board until February 2007. These quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. Trading in our common stock during the period represented was sporadic, exemplified by low trading volume and many days during which no trades occurred. On May 8, 2008, the last sales price for our common stock as reported on the OTC Bulletin Board was $4.80.

Year Ended December 31, 2007

High

Low

First Quarter $ 4.00 $ 1.30
Second Quarter $ 4.00 $ 1.10
Third Quarter $ 3.00 $ .50
Fourth Quarter $ 3.00 $ .50

Year Ended December 31, 2008

High

Low

First Quarter $ 6.00 $ 2.73

~~Holders~~

~~As of the date of this filing, we had approximately 500 holders of record of our common stock.~~

In the event that (i) Lantern Advisers, LLC sells the 400,000 shares of common stock covered by this prospectus after its exercise of an outstanding warrant to purchase such shares, (ii) Mark Houlton sells the 416,667 shares of common stock covered by this prospectus, and (iii) Mill City Ventures, LP sells the 800,000 shares of common stock covered by this prospectus, then the percentage of beneficial ownership of our common shares held by certain owners and management, as identified in the section “Security Ownership of Certain Beneficial Owners and Management” below, will be decreased to the following percentages: Christopher Larson (19.8%), Steven Staehr (10.3%), John Quandahl (4.2%), Mark Houlton (less than one percent) Robert W. Moberly (57.3%), WERCS (57.3%), Mill City Ventures, LP (less than one percent), Joseph A. Geraci, II (3.3%).

~~Dividends~~

~~Holders of our common stock are entitled to share pro rata in dividends and distributions with respect to the common stock when, as and if declared by our~~ Board of Directors ~~out~~consists of ~~funds legally available therefor. We have not paid any dividends on our common stock~~Richard E. Miller, Angel Donchev, Thomas H. Ripley, Ellery Roberts and intend to retain earnings, if any, to finance the development and expansion of our business. Additionally, we must first pay preferred dividends on our Series A Convertible Preferred Stock as described under the caption “Description of Capital Stock” below. The current dividend payable to the holders of Series A Convertible Preferred Stock aggregates to $525,000 on a quarterly basis. Other than with respect to shares of Series A Convertible Preferred Stock, future dividend policy is subject to the sole discretion of our Board of Directors and will depend upon a number of factors, including future earnings, capital requirements and our financial condition.

~~Securities Authorized for Issuance Under Equity Compensation Plans~~

The table below sets forth certain information, as of the close of business on December 31, 2007, regarding equity compensation plans (including individual compensation arrangements) under which our securities were then authorized for issuance.

Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of Securities
Remaining Available for
Issuance Under Equity
Compensation Plans
(excluding securities reflected
in column a)

(a) (b) (c)
Equity compensation plans approved by shareholders 0 0 0

Equity compensation plans not approved by shareholders ⁽¹⁾
2,000,000 0.01 None
⁽²⁾

~~(1)~~

We are currently not required by applicable state law or the listing standards of any self-regulatory agency (e.g., the OTC Bulletin Board, NASD, AMEX or NYSE) to obtain the approval of our shareholders prior to issuing any such compensatory options, warrants or other rights to purchase securities of the Company.

~~(2)~~

In January 2008, our Board of Directors adopted the 2008 Stock Incentive Plan permitting the issuance of various incentives, including options or similar rights to purchase or acquire up to 2,000,000 shares of our common stock. As of the date of this prospectus, no incentives have been issued under such plan.

~~MANAGEMENT AND BOARD OF DIRECTORS~~

~~Management~~

~~At the effective time of the Merger, our Board of Directors was reconstituted by the appointment of Christopher Larson, Robert W. Moberly, James Mandel,~~ John ~~H. Klaasen IV and Mark Houlton as directors, and the resignation of Donald Miller from his role as a director of the Company.~~Quandahl. The following table sets forth the name and position of each of our current directors and executive officers.

Name	Age	Positions
~~Christopher Larson~~John Quandahl	3646	~~Director,~~ Chief Executive Officer, Chief Operating Officer and ~~President~~Director
~~Steven Staehr~~Steve Irlbeck	4547	Chief Financial Officer
~~John Quandahl~~Rich Horner	4149	~~Chief Operating Officer~~Vice President and Treasurer, Wyoming Financial Lenders
~~Robert W. Moberly~~Richard Miller	5566	Director (Chairman)
Angel Donchev	31	Director
~~James Mandel~~Thomas H. Ripley	5042	Director
~~John H. Klaasen IV~~Ellery Roberts	46	~~Director~~
~~Mark Houlton~~	4342	Director

The biographies of the above-identified individuals are set forth below:

~~Christopher Larson~~

John Quandahl, the Company’s Chief Executive ~~Officer~~ and President, co-founded and acted as Chief Financial Officer of Cash Systems, Inc., a NASDAQ traded (symbol: CKNN) financial services company involved in the casino gaming industry, from 1999 to 2005. Chris also served on the Board of Directors of Cash Systems from 2001 to 2006. Cash Systems was taken public via a reverse merger and during Chris’ tenure the company experienced revenue growth from $600,000 to $120,000,000 annually.

~~Robert W. Moberly~~ has been employed with WERCS since 1987. Mr. Moberly is responsible for locating and evaluating business acquisitions for WERCS and its affiliates. Mr. Moberly also develops the company’s business strategies. Mr. Moberly holds many licenses in insurance and securities, including: Property and Casualty, Life and Health, Surplus Lines in insurance and Registered Representative Series 7, Financial Operations Principal Series 27, General Principal Series 24, Municipal Securities Registered Representative Series 53 and Options Principal Series 4 in securities. Prior to joining Wyoming, Mr. Moberly worked for two years as a securities broker for Dain Bosworth and 15 years as the owner of a contracting business. Mr. Moberly, a native of Greybull, Wyoming, graduated from Worland High School and attended the University of Wyoming.

~~James Mandel~~ has been the Chief Executive Officer and a director of Multiband Corporation (NasdaqCM: MBND) since October 1, 1998. He was co-founder of Call 4 Wireless, LLC, a telecommunications company specializing in wireless communications, and served as its Chairman and a member of its Board of Directors from December 1996 until October 1998, and as its interim Chief Executive Officer from December 1996 until December 1997. From October 1991 to October 1996, he was Vice President of Systems for Grand Casinos, Inc., where his duties included managing the design, development, installation and on-going maintenance for the 2,000 room, $507 million Stratosphere Hotel, Casino and Tower in Las Vegas. Mr. Mandel also managed the systems development of Grand Casino Mille Lacs, in Onamia, Minnesota, Grand Casino Hinckley in Hinckley, Minnesota and six other casinos nationwide. He formerly served as Chairman of the Board of Directors for CorVu Corporation, an international software development company which was sold in June of 2007, and currently serves as a director for NewMarket Technologies, an international technology company based in Dallas, Texas.

~~John H. Klaasen IV~~ is a Business Financial Advisor with Merrill Lynch and provides advisory services for individuals, closely held businesses and public companies in a wide variety of industries. Prior to joining Merrill Lynch, Mr. Klaasen worked in Wells Fargo’s Commercial Banking Group for 12 years. His has broad experience in the areas of commercial banking, investment banking and private wealth management. Mr. Klaasen graduated magna cum laude with a Bachelor of Science degree in finance from San Diego State University. Mr. Klaasen is active in a variety of community organizations.

~~Mark Houlton~~ founded Houlton Enterprises, Inc. in 1997 and opened his first check-cashing / payday advance store in Omaha, Nebraska. Over the course of his ownership, this single store company grew to a total of 24 stores in Nebraska, Iowa, North Dakota and Wisconsin. In 2005, Mr. Houlton sold his stock to WERCS, Inc. and Houlton Enterprises was merged into Wyoming Financial Lenders, Inc. Mr. Houlton is a 1988 graduate of the University of Nebraska, Lincoln, having received a B.S. in management.

~~Steven Staehr~~ is the Company’s Chief Financial Officer and was previously employed by Cash Systems, Inc. as its corporate controller, where he was responsible for all aspects of financial accounting and SEC reporting for the company. Mr. Staehr has also held high-level financial executive positions with several other large companies, most notably with Encore Productions, Inc., Mirage Resorts, Inc., Boyd Gaming Corporation, Caesars World, Inc., and Deloitte & Touche LLP. Mr. Staehr was the corporate controller for Boyd Gaming during its initial public offering. Mr. Staehr is a licensed certified public accountant in the states of California and Nevada, and a member of the American Institute of Certified Public Accountants.

~~John Quandahl~~~~, the Company’s Chief~~ Operating Officer, currently also serves as the President of Wyoming Financial Lenders, Inc., a position he has held since 2007. Mr. Quandahl served as the Company’s Interim Chief Financial Officer from January 1, 2008 to May 10, 2011. From 2005 until joining Wyoming Financial Lenders, Mr. Quandahl was the President of Houlton Enterprises, Inc., and prior to that served as that corporation’s Chief Operating Officer from 1999 until 2004. During his tenure at Wyoming Financial Lenders and Houlton Enterprises, Mr. Quandahl and the respective employers were based in Omaha, Nebraska. Mr. Quandahl was the controller as ~~Silverston~~Silverstone Group, Inc., from 1993 until 1998, and before that began his career at the Nebraska Department of Revenue as a tax auditor in 1989. Mr. Quandahl is a certified public accountant (inactive) and earned a degree in accounting from the University of Nebraska - Lincoln. Mr. Quandahl served as Chief Operating Officer of Wyoming Financial Lenders prior to its merger with the Company has continued to serve as our Chief Operating Officer since that time. Effective January 1, 2009, Mr. Quandahl was appointed as our Chief Executive Officer and until May 2011, our interim Chief Financial Officer. Mr. Quandahl was appointed to the Board of Directors on March 9, 2009.

Steve Irlbeck was appointed the Company’s Chief Financial Officer in May 2011. Mr. Irlbeck joined the Company in January 2009 as the Company’s Senior Director of Accounting. From 1995 until 2008, Mr. Irlbeck was employed at Lutz & Company, PC, a public accounting and consulting firm in Omaha, Nebraska where he was a tax partner. Mr. Irlbeck is a certified public accountant (inactive) and earned a degree in accounting from Creighton University.

Rich Horner, the Company’s Vice President of Wyoming Financial Lenders, joined Wyoming Financials Lenders in 2000 as its general manager. Since that time, he has served as the Wyoming Financial Lenders controller from 2007 to present. Mr. Horner was promoted to Vice President of Wyoming Financial Lenders in January 2009. Prior to joining Wyoming Financial Lenders, Mr. Horner served in a finance and budgetary capacity for InfoUSA. Mr. Horner has an MBA in finance and management from the University of Nebraska-Omaha.

Richard Miller is an independent business consultant. Previously, Mr. Miller was Chief Executive Officer of Pirelli Tire North America, a $120 million tire manufacturer, and Chief Executive Officer of Dunn Tire Corporation, a $25 million regional tire retailer. Prior experience also includes senior operating positions with Dunlop Tire and Michelin Tire. Mr. Miller has served as Executive Chairman of True Home Value, Inc., and currently serves as Chairman of Flow Dry Industries and Swift Spinning, Inc. ― two private companies to which Blackstreet Capital Management, LLC provides management and advisory services. Mr. Miller is a highly decorated former Marine Captain and holds a BA from Chapman College in California. Mr. Miller serves as Chairman of the Board.

Angel Donchevwas appointed as a director of the Company on March 31, 2010 in connection with the acquisition of voting control of the Company by WCR, LLC. Mr. Donchev is employed by Blackstreet Capital Management, LLC, a Delaware limited liability company principally engaged in the management of private investments. Mr. Donchev joined Blackstreet Capital Management in 2005 and currently serves as a director of American Combustion Industries, Flow Dry Technology, Inc., Swift Spinning, Inc., and Alpha Graphics, Inc. (all of which are private companies). Mr. Donchev has been involved in control buyouts of companies with combined revenues in excess of $300 million over the past five years. Previously, Mr. Donchev worked as a generalist in the Corporate Finance division of Stephens Inc., a middle market investment bank, where he gained experience in a variety of M&A and public offering transactions. Prior to that, Mr. Donchev worked for Teton Capital, an Austin, Texas based hedge fund, where he provided research and analysis on potential investments. Mr. Donchev graduated summa cum laude from the McCombs School of Business at the University of Texas at Austin, where he received a BBA in Business Honors and Finance.

Thomas H. Ripley, was appointed as a director of the Company on February 17, 2012 to fill the vacancy created by Aldus Chapin, II. Mr. Ripley is an independent operating partner that has worked with Blackstreet Capital Management, LLC. since April 2008 and currently serves as the Chairman of the Board of American Combustion Industries, and is also the President and a director of ThinkDirect Marketing Group. Mr. Ripley has been an operating partner and member of the executive team of several companies since 2001. Prior to his private equity experience, Mr. Ripley worked on Wall Street for Bear Stearns, and Goldman Sachs. Mr. Ripley was a Captain in the U.S. Marine Corps and holds a Masters in Business from the University of Chicago, and completed his undergraduate studies at the Virginia Military Institute.

Ellery Roberts was appointed by the Board of Directors to serve as a director on May 10, 2010. Mr. Roberts is the co-founder and co-managing principal of RW Capital Partners LLC, a lower middle-market mezzanine fund. Mr. Roberts brings over 15 years of private equity investing experience having been one of the founding members and Managing Director of Parallel Investment Partners, LP (formerly SKM Growth Investors, LP), a Dallas based private equity fund focused on re-capitalizations, buyouts and growth capital investments in lower middle market companies throughout the United States. Mr. Roberts was responsible for approximately $400 million in invested capital across two funds. Also during his tenure with Parallel, Mr. Roberts sat on the boards of Environmental Lighting Concepts, Hat World Corporation, Senex Financial Corporation, Builders TradeSource Corporation, Action Sports, Weisman Discount Home Centers, Winnercom, Mealey’s Furniture, Regional Management Corporation, Marmalade Cafes and Diesel Service and Supply (all of which are private companies). Prior to Parallel, Mr. Roberts was a Vice President with Lazard Freres & Co. While at Lazard, he focused on and also gained experience in the home building, health care, retail, industrial and lodging sectors. Prior to joining Lazard in 1997, Mr. Roberts was with Colony Capital, Inc., where he analyzed and executed transactions for Colony Investors II, L.P., a $625 million private equity fund and prior to that was with the Corporate Finance Division of Smith Barney, Inc. where he participated in a wide variety of investment banking activities. During his career Mr. Roberts has been directly involved with over $3.0 billion in direct private equity investments. Mr. Roberts received his B.A. degree in English from Stanford University.

Under our corporate bylaws, all of our directors serve for indefinite terms expiring upon the next annual meeting of our shareholders.

~~Family Relationships~~

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. With regard to Mr. Quandahl, the Board of Directors considered his significant experience, expertise and background with regard to accounting, financial and tax matters, his particular experience with the payday lending industry as well as retail operations, and his demonstrated experience and skills in managing and evaluating the coordination and integration of the Company’s two principal operating segments. With regard to Mr. Donchev, the Board of Directors considered his background and experience with the public securities markets and his former employment and experience with the investment banking field. With regard to Mr. Ripley, the Board of Directors considered his experience in business acquisitions and post-acquisition operational improvements with emphasis upon cost reduction and revenue growth. With regard to Mr. Miller, the Board of Directors considered his leadership experience as well as his background and experience in retail operations. Finally, with regards to Mr. Roberts, the Board of Directors considered his extensive experience in finance and capital structures, his prior board leadership experience as well as his prior experience in retail operations.

The Company does not have a standing nominating committee. Instead, the entire Board of Directors shares the responsibility of identifying potential director-nominees to serve on the Board of Directors.

The Board of Directors does have a standing Compensation Committee and Audit Committee. The Compensation Committee is composed of Mr. Roberts. The Audit Committee is composed of Messrs. Roberts and Donchev, with Mr. Roberts serving as the chairperson. The Board of Directors has ~~affirmatively~~ determined that ~~there are no familial relationships among any of our officers or directors.~~

~~Involvement~~only Mr. Roberts is “independent,” as such term is defined in ~~Certain Legal Proceedings~~

~~During the past five years, no officer, director, control person or promoter~~Section 5605(a)(2) of the Nasdaq listing rules, and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act. The preceding disclosure respecting director independence is required under applicable SEC rules. However, as a corporation whose shares are listed for trading on the OTCBB, the Company ~~has been involved in~~is not required to have any ~~legal proceedings respecting: (i)~~independent directors at all on its Board of Directors, or any ~~bankruptcy petition filed by or against~~independent directors serving on any ~~business of which such person was a general partner or executive officer either at the time~~particular committees of the ~~bankruptcy~~Board of Directors.

The Board of Directors has determined that at least one member of the Audit Committee, Mr. Ellery Roberts, is an “audit committee financial expert” as that term is defined in Regulation S-K promulgated under the Exchange Act. Mr. Robert’s relevant experience is detailed above. As noted above, Mr. Roberts qualifies as an “independent director,” as such term is defined in Section 5605(a)(2) of the Nasdaq listing rules, and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act. The Board of Directors has determined that each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one member of the Audit Committee has past employment experience in finance or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) being found by a court of competent jurisdiction (in a civil action), the commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.accounting.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation for awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of ~~either URON Inc. or Wyoming Financial Lenders, Inc.~~Western Capital during the year ended December 31, ~~2007;~~2011; and (ii) each other individual that served as an executive officer of either ~~URON Inc.~~Western Capital or Wyoming Financial Lenders, Inc. at the conclusion of the year ended December 31, ~~2007~~2011 and who received more than $100,000 in the form of salary and bonus during such fiscal year.

For purposes of this ~~prospectus,~~report, these individuals are collectively the “named executives” of the Company.

Annual Compensation

Name and Principal Position

Year

Salary
($)

Bonus
($)

Other Annual
Compensation
($)

Stock
Options
Awards
($) ⁽⁵⁾

Stock
Awards ($)

John Quandahl, President and Chief Operating Officer ⁽¹⁾

2007
2006

229,000
70,350

0
0

0
0

92,000
0

0
0

Christopher Larson, President and Chief Executive Officer ⁽²⁾
2007 0 0 0 0 0
Donald Miller, President and Chief Executive Officer ⁽³⁾

2007
2006

0
0

0
0

0
0

0
0

25,000
0

Steven Staehr, Chief Financial Officer ⁽⁴⁾
2007 0 0 0 126,500 0

Name and Principal Position		Salary		Other Annual Compensation		Stock Option Awards		Total
John Quandahl⁽¹⁾	2011	$	246,000	$	80,114	$	0	$	326,114
Pres. and Chief Operating Officer	2010	$	246,000	$	70,313	$	0	$	316,313
Steve Irlbeck⁽²⁾	2011	$	140,000	$	70,000	$	0	$	210,000
Chief Financial Officer	2010	$	120,000	$	55,000	$	0	$	175,000
Rich Horner⁽³⁾	2011	$	148,000	$	64,000	$	0	$	212,000
Vice President and Treasurer of WFL	2010	$	145,500	$	50,000	$	0	$	195,500

___________

(1)

Mr. Quandahl is the President and Chief Operating Officer of Wyoming Financial Lenders, Inc., the wholly owned and principal operating subsidiary of ~~the registrant.~~Western Capital that offers payday lending services. Mr. Quandahl also began serving as the Chief Operating Officer of ~~URON Inc.~~Western Capital effective November 29, 2007, and continues to serve in that ~~capacity since~~capacity. Effective January 1, 2009, Mr. Quandahl was also appointed to serve as the ~~Merger.~~

~~(2)~~

~~Mr. Larson became the~~Company’s President and Chief Executive ~~Officer of URON Inc. effective November 29, 2007 and continues to serve in those capacities since the Merger.~~Officer. From January 1, 2009 through May 10, 2011, Mr. Quandahl also served as interim Chief Financial Officer.

~~(3)~~

(2)

Mr. ~~Miller served as the President and Chief Executive Officer of URON Inc. from August 2006 until November 29, 2007.~~

~~(4)~~

~~Mr. Staehr became~~Irlbeck is the Chief Financial Officer of ~~URON Inc. effective November 29, 2007,~~Western Capital Resources. Mr. Irlbeck began serving as our Chief Financial Officer on May 10, 2011. Prior to May 10, 2011, Mr. Irlbeck was the Company’s Senior Director of Accounting.

(3)

Mr. Horner is the Company’s Controller and ~~continues~~became the Vice President and Treasurer of Wyoming Financial Lenders in January 2009. Prior to ~~serve in that capacity since~~January 2009, Mr. Horner served as the ~~Merger.~~Company’s Controller.

~~(5)~~

Amounts listed reflect the dollar amounts related to option awards recognized for financial statement reporting purposes with respect to the fiscal years indicated, in accordance with FAS 123(R) (disregarding the estimate of forfeitures related to service-based vesting conditions). Assumptions used in the calculation of these amount are included in Note 7, “Stockholders’ Equity,” to our audited consolidated financial statements for the year ended December 31, 2007, which are included at the end of this prospectus.

~~URON Inc. Executive Compensation Prior to the Merger~~

Prior to the Merger, URON did not pay any cash or cash-equivalent remuneration to any executive officer or any director during its last most recently completed years ended December 31, 2006 and 2007. URON issued no options, warrants, restricted stock or other stock-based compensation to any officer or director during the year ended December 31, 2006. In February 2007, URON entered into an employment agreement with Donald Miller, thereby employing him as its Chief Executive Officer. Under that agreement, Mr. Miller’s sole compensation was the issuance of 50,000 shares of common stock (after giving effect to the December 27, 2007 reverse stock split) with restricted transferability. On November 29, 2007, in connection with the appointment of Mr. Christopher Larson as URON’s President and Chief Executive Officer and the resignation of Mr. Miller from such position, URON and Mr. Miller terminated the aforementioned employment agreement.

Also on November 29, 2007, in connection with their appointments as Chief Operating Officer and Chief Financial Officer of URON, respectively, Messrs. Quandahl and Staehr received non-vested contingent options to purchase shares of common stock at the per-share price of $0.01. Under their respective option agreements, Mr. Staehr had the right to purchase up to 550,000 common shares and Mr. Quandahl had the right to purchase up to 400,000 common shares. By their terms, the options did not vest or become exercisable until URON engaged in a change in control, as defined in the option agreements. The closing of the Merger constituted a change in control, as defined in such agreements. The option agreements provided that the shares purchasable thereunder were not to be affected by any stock combination (i.e., reverse stock split) effected in connection with the Merger. The value ascribed to the component of executive compensation represented by the stock options, in accordance with FAS 123(R), is set forth in the Summary Compensation Table (see above) in column captioned “Long-Term Compensation Awards—Securities Underlying Options.”

~~Wyoming Financial Lenders, Inc. Executive Compensation Prior to the Merger~~

Prior to the Merger, Wyoming Financial Lenders, Inc. paid cash compensation, but did not issue any options, warrants, restricted stock or other stock-based compensation to John Quandahl, its principal executive officer during the years ended December 31, 2006 and 2007. Furthermore, Wyoming Financial Lenders did not have an employment agreement with Mr. Quandahl during that time. Nevertheless, Wyoming Financial Lenders did have an arrangement with Mr. Quandahl at the time of the Merger to pay him an annual salary of $250,000.

~~Executive Compensation Arrangements After the Merger~~

Since the Merger, the Company (on a combined basis) has not entered into and does not have any employment agreements with any named executives or any other members of its executive management. The Company’s current arrangements with it executive officers are to pay (i) Mr. Larson, its President and Chief Executive Officer, an annual salary of $150,000, (ii) Mr. Quandahl, its Chief Operating Officer, an annual salary of $250,000, and (iii) Mr. Staehr, its Chief Financial Officer, an annual salary of $120,000.

Outstanding Equity Awards at Fiscal Year End

~~The table below sets forth certain information regarding unexercised options,~~

We had no outstanding equity awards as of December 31, ~~2007,~~2011 for ~~each of the~~any named ~~executives identified in the Summary Compensation Table (see above):~~

Option Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options (#)

Option
Exercise
Price ($)

Option
Expiration
Date

John Quandahl 400,000
⁽¹⁾
0 0 0.01 11/29/08
Christopher Larson 0 0 0 - -
Donald Miller 0 0 0 - -
Steven Staehr 550,000
⁽¹⁾
0 0 0.01 11/29/08

~~(1)~~

Option was granted on November 29, 2007, subject to vesting upon a change in control of the Company. The Merger qualified as a change in control of the Company, as defined under the relevant option agreement. These options have been exercised.

executives.

Employment and ~~Change-in-Control~~Change-In-Control Agreements

We do not currently have ~~any employment or~~ change-in-control agreements with ~~the~~any named executives or any other current members of our executive management. ~~Nevertheless,~~On March 31, 2010, we ~~may consider entering~~entered into ~~employment agreements and change-in-control agreements~~an Employment Agreement with ~~members of~~Mr. Quandahl to serve as our ~~senior management. As indicated above, we do have arrangements with our executive officers to pay (i) Mr. Larson, our President and~~ Chief Executive Officer and Chief Operating Officer. Prior to that time, Mr. Quandahl served in such capacities without any written agreement. Mr. Quandahl receives an annual base salary of ~~$150,000, (ii)~~$246,000 and is eligible for an annual performance-based cash bonus.

The performance-based bonus provisions of the Employment Agreement permit Mr. Quandahl ~~our Chief Operating Officer, an~~and other members of management to receive annual ~~salary~~bonus payments based on adjusted EBITDA targets annually established by the Board of ~~$250,000,~~Directors. The 2011 and ~~(iii)~~2010 adjusted EBITDA target was $4 million. 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. ~~Staehr, our Chief Financial Officer, an~~Quandahl’s share of the bonus pool for any particular year is expected to be 10-50% and the bonus pool will be payable to other management-level participants in the bonus pool selected from time to time by the Board of Directors. If the Company’s actual adjusted EBITDA performance for a particular annual ~~salary~~period is less than 85% of ~~$120,000.~~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 adjusted EBITDA threshold, the agreement also contains capital expenditure and working capital thresholds.

During 2011 and 2010, the Board of Directors authorized certain transactions that resulted in the capital expenditure limitation and working capital threshold eligibility requirements not being satisfied. The board waived compliance with these two eligibility requirements in 2010 and approved the exclusion of such transactions when testing these two eligibility requirements in 2011. The board also authorized the adjusted EBITDA calculation to exclude certain expenditures. The effect of those actions permitted eligible participants to benefit under the management bonus pool arrangement in both 2010 and 2011.
The Employment Agreement also contains customary provisions prohibiting Mr. Quandahl from soliciting customers and employees of the Company for three years after any termination of his employment with the Company, and from competing with the Company for either three years (if Mr. Quandahl is terminated for good cause or if he resigns without good reason) or two years (if the Company terminates Mr. Quandahl’s employment for without good cause or if he resigns with good reason). If Mr. Quandahl’s employment is terminated by the Company without “good cause” or if Mr. Quandahl voluntarily resigns with “good reason,” then Mr. Quandahl will be entitled to (i) severance pay for a period of 12 months and (ii) reimbursement for health insurance premiums for his family if he elects continued coverage under COBRA.

Compensation of Directors

~~Currently, our directors receive no~~

Name and Principal Position		Compensation		Other Annual Compensation		Stock Option Awards		Total
Richard Miller⁽¹⁾	2011	$	0	$	100,000	$	0	$	100,000
Chairman	2010	$	0	$	75,000	$	0	$	75,000
Ellery Roberts⁽²⁾	2011	$	102,583	$	0	$	0	$	102,583
Director	2010	$	11,666	$	0	$	0	$	11,666
Angel Donchev	2011	$	0	$	0	$	0	$	0
Director	2010	$	0	$	0	$	0	$	0
Aldus Chapin II⁽³⁾	2011	$	0	$	0	$	0	$	0
Director	2010	$	0	$	0	$	0	$	0

____________

(1)

Mr. Miller provides management consulting services to the Company in addition to his services as Chairman of the Board. In accordance with the consulting agreement, his compensation is $100,000 per year. All compensation reflected in the table for Mr. Miller was paid pursuant to his consulting agreement with the Company.

(2)

Mr. Roberts serves on a special committee of the Board of Directors. In connection with this service, the Board of Directors approved the payment of compensation to Mr. Roberts in the amount of $13,000 per month from June through November 2011, and $10,000 per month from December 2011 through November 2012.

(3)

Mr. Chapin resigned from the Board of Directors effective February 17, 2012.

Related-Party Transactions

On October 18, 2011 the Company 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 borrowing arrangement allows the Company to ~~any standard~~borrow up to $2,000,000 at an interest rate of 12% per annum, with interest payable on a monthly basis. The note matures on September 30, 2013, on which date all unpaid principal and accrued but unpaid interest thereon is due and payable. The note includes a prepayment penalty and, under certain circumstances, permits River City Equity to obtain a security interest in substantially all of the Company’s assets. As of October 3, 2012, $1,550,000 has been advanced under this arrangement. After the initial advancement from River City Equity under the borrowing arrangement, ~~for their services as directors. Nevertheless, we~~the brother of the Company’s Chief Executive Officer obtained an ownership interest in River City Equity. The Board of Directors has been apprised of the fact that, subsequent to the transactions creating the arrangement with River City Equity, that entity has become a “related party” under applicable SEC disclosure rules. The Company may in the future ~~determine~~seek advancements from the $650,000 remaining available under the borrowing arrangement. In any such case, advancements will be approved in the manner required under the board’s related-party transaction policy discussed below.

The Board of Directors has adopted a written Conflict of Interest and Related Party Transaction Policy. That policy governs the approval of all related-party transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations, transactions made available to all employees generally, etc.). The policy contains a minimum dollar threshold of $5,000.

The entire Board of Directors administers the policy and approves any related-party transactions. At each calendar year’s first regularly scheduled meeting, management discloses any related-party transactions to be entered into by the Company for that calendar year, including the proposed aggregate value of such transactions if applicable. After full disclosure of all material facts, review and discussion, the board approves or disapproves such transactions. If a related-party transaction will be ongoing, the board may establish guidelines for management to follow in its ongoing dealings with the related party. However, management is generally required to update the board as to any material change to the related-party transactions approved at the first calendar year meeting.

In the event management recommends any related-party transactions after the first calendar year meeting, such transactions are generally presented to the board for approval in advance, or preliminarily entered into by management subject to ratification by the board. If ratification is not obtained, management must make all reasonable efforts to cancel or annul such transaction.

Procedurally, no director is allowed to vote in any approval of a related-party transaction for which he or she is the related party, except that such a director may otherwise participate in a related discussion and shall provide ~~our directors with some form of compensation, either cash or options or contractually restricted securities.~~ to the board all material information concerning the related-party transaction and the director’s interest therein.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the ~~date~~close of ~~this prospectus,~~business on October 3, 2012, we had issued and outstanding two classes of voting securities—common stock, of which there were ~~8,889,644~~5,397,780 shares issued and outstanding; and Series A Convertible Preferred Stock, of which there were 10,000,000 shares issued and outstanding. Each share of capital stock is currently entitled to one vote on all matters put to a vote of our shareholders.

The following table sets forth the number of common shares, and percentage of issued and outstanding common shares, beneficially owned as of ~~the date of this prospectus,~~October 3, 2012, by: (i) each person known by us to be the beneficial owner of more than five percent of our common stock; (ii) each current director; (iii) each executive officer and other persons identified as a named executive officer in the “Executive Compensation” section of this prospectus (see above); and (iv) all current executive officers and directors as a group.

each person known by the Company to be the beneficial owner of more than five percent of the Company’s outstanding common stock

each current director

each executive officer of the Company and other persons identified as a named executive in our Summary Compensation Table above, and

all current executive officers and directors as a group.

Unless otherwise indicated, the address of each of the following persons is ~~2201 West Broadway, Suite 1, Council Bluffs, Iowa 51501,~~11550 “I” Street, Omaha, Nebraska 68137, and each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

Name and Address

Common
Shares
Beneficially
Owned ⁽¹⁾

Percentage of
Common Shares ⁽¹⁾

Christopher Larson ⁽²⁾
1,841,290 20.7 %
Steven Staehr ⁽³⁾
966,667 10.9 %
John Quandahl ⁽⁴⁾
400,000 4.5 %
John H. Klaasen IV ⁽⁵⁾
0 *
James Mandel ⁽⁶⁾
470 *
Mark Houlton ⁽⁷⁾
416,667 4.7 %
Robert W. Moberly ⁽⁸⁾
11,125,000 58.9 %

All current executive officers and directors as a group ⁽⁹⁾
14,750,094 78.1 %

Donald Miller ⁽¹⁰⁾
9449 Science Center Drive
New Hope, MN 55428
61,354 *

WERCS ⁽¹¹⁾
400 East First Street
PO Box 130
Casper, WY 82602
11,125,000 58.9 %

Lantern Advisers, LLC ⁽¹²⁾
80 South Eighth Street, Suite 900
Minneapolis, MN 55402
713,310 7.7 %

Mill City Ventures, LP ⁽¹³⁾
80 South Eighth Street, Suite 900
Minneapolis, MN 55402
800,000 9.0 %

Joseph A. Geraci, II ⁽¹⁴⁾
80 South Eighth Street, Suite 900
Minneapolis, MN 55402
1,513,310 16.3 %

Name and Address	Common Shares Beneficially Owned⁽¹⁾		Percentage of Common Shares⁽¹⁾
Richard Miller⁽²⁾		333,750		5.9	%
Ellery Roberts⁽³⁾		-		-
Angel Donchev⁽³⁾		-		-
Thomas H. Ripley⁽³⁾		-		-
Rich Horner⁽⁴⁾		100,000		1.9	%
Steve Irlbeck⁽⁵⁾		200,000		3.7	%
John Quandahl⁽⁶⁾		200,000		3.7	%
All current executive officers and directors as a group⁽⁷⁾		833,750		14.6	%
WCR, LLC⁽⁸⁾ c/o Blackstreet Capital Advisors II 5425 Wisconsin Avenue, Suite #701 Chevy Chase, MD 20815		10,791,250		71.5	%
Alpha Capital Anstalt⁽⁹⁾ Pradaafant 7 Furst en Tums 9490 Vaduz, Liechtenstein		416,667		7.7	%

_______________

* less than 1%

(1)

Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record rate, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of issued and outstanding shares of the Company. In any case where an individual has beneficial ownership over securities that are not outstanding, but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage of Common Shares” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such column may exceed 100%.

(2)

Mr. ~~Larson became~~Miller is a director of the ~~Company’s Chief Executive Officer on November 29, 2007. All shares reflected~~Company. Share figures contained in the table are ~~outstanding common shares.~~taken from Mr. Miller’s most recent filing under §13 of the Securities Exchange Act of 1934 on Schedule 13G/A, filed with the SEC on November 3, 2010.

(3)

Messrs. Roberts, Donchev, and Riley are directors of the Company.

~~(3)~~

(4)

Mr. ~~Staehr~~Horner became the Treasurer of Wyoming Financial Lenders, Inc. in January 2009.

(5)

Mr. Irlbeck became the Company’s Chief Financial Officer on ~~November 29, 2007. All shares reflected in~~May 10, 2011 and was the ~~table are outstanding common shares.~~Company’s Senior Director of Accounting from January 1, 2009 to May 10, 2011.

~~(4)~~

(6)

Mr. Quandahl ~~became~~is the Company’s Chief ~~Operating~~Executive Officer ~~on November 29, 2007. All shares reflected in the table are outstanding common shares.~~

~~(5)~~

~~Mr. Klaasen became~~and a director of the ~~Company on December 31, 2007.~~Company.

~~(6)~~

~~Mr. Mandel became a director of the Company on December 31, 2007.~~

(7)	~~Mr. Houlton became a director~~Consists of ~~the Company on December 31, 2007. All shares reflected in the table are outstanding common shares.~~Messrs. Miller, Roberts, Donchev, Riley, Irlbeck, Horner and Quandahl.

(8)

~~Mr. Moberly became a director~~Consists of ~~the Company on December 31, 2007. Mr. Moberly is the Chief Operating Officer~~1,091,250 shares of WERCS, a Wyoming corporation, which was the sole stockholder of Wyoming Financial Lenders, Inc. prior to the Merger on December 31, 2007. All shares reflected in the table as beneficially owned by Mr. Moberly are issuable upon conversion of an equal number ofcommon stock and 9,700,000 shares of Series A Convertible Preferred Stock ~~held~~which are convertible into an equal number of ~~record by WERCS.~~

~~(9)~~

~~Includes Messrs. Larson, Staehr, Quandahl, Klaasen, Mandel, Houlton and Moberly.~~

~~(10)~~

~~Mr. Miller was the Company’s Chief Executive Officer during 2007 until November 29, 2007. Mr. Miller served as the Company’s sole director until December 31, 2007.~~

~~(11)~~

~~WERCS is a Wyoming corporation that was the sole stockholder~~shares of ~~Wyoming Financial Lenders, Inc. prior to the Merger on December 31, 2007. All shares beneficially owned by WERCS are~~ common shares issuable upon conversion of Series A Convertible Preferred Stock. Investment and voting control over the shares beneficially owned by WERCS is exercised by Robert W. Moberly, its Chief Operating Officer.

~~(12)~~

Lantern Advisers, LLC is a Minnesota limited liability company beneficially owned by Mr. Joseph A. Geraci, II and Douglas Polinsky, each of whom share investment and voting control. 400,000 share reflectedstock. Share figures contained in the table are ~~issuable upon exercise~~taken from WCR LLC’s most recent filing under §13 of the Securities Exchange Act of 1934 on Schedule 13D/A, filed on November 5, 2010. The natural person having investment and dispositive control of these shares is Mr. Murry N. Gunty.

(9)

Based solely on a ~~warrant.~~registered shareholder report dated June 1, 2012. On information and belief, the natural person having investment and dispositive control of these shares is Mr. Joseph Hammer.

~~(13)~~

Mill City Ventures, LP is a Minnesota limited partnership the securities of which are beneficially held by Mill City Advisors LLC, a Minnesota limited liability company that serves as the general partner to Mill City Ventures, LP. Investment and voting control over the shares beneficially owned by Mill City Advisors LLC is exercised by Joseph A. Geraci, II, the sole member and manager of such company.

~~(14)~~

Joseph A. Geraci, II, possesses beneficial ownership of securities held by Lantern Advisers, LLC and Mill City Ventures, LP. See footnotes 12 and 13 above. Mr. Geraci disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

~~CERTAIN RELATIONSHIPS AND TRANSACTIONS~~

~~Management Agreement with Multiband Corporation~~.

THE RIGHTS OFFERING

The Subscription Rights

We are ~~party to a management agreement with Multiband Corporation for personnel and office support (including operations and accounting). This agreement was entered into by URON prior~~distributing, at no charge, to the ~~Merger. We incurred service fees~~record holders of our issued and outstanding shares of capital stock as of October 8, 2012, the record date, non-transferable subscription rights to Multiband Corporation in the amount of $56,570 for the year ended December 31, 2006. Don Miller, our sole director and Chief Executive Officer during this period, was also the Chairman of the Board of Directors of Multiband Corporation. The Board of Directors believes that the fees paid and payable to Multiband Corporation pursuant to the management agreement are at market rate.

~~Certain Equity and Equity-Linked Transactions~~. On November 29, 2007, URON entered into three separate transactions. In one transaction, we issued a warrant to Lantern Advisers, LLC, a Minnesota limited liability company and then a holder of more than ten percent of the Company’s outstanding common stock. The warrant provides Lantern Advisers with the right, for a period of five years, to purchase ~~up to 400,000~~ shares of our common stock at ~~the per-share~~a subscription price of ~~$0.01. Among~~$.10 per share. Each subscription right will entitle the holders of our capital stock to purchase one share of our common stock, which we refer to as the “basic subscription privilege.” Each eligible holder of record of shares of our capital stock will receive 2.9224992 subscription rights for each share of capital stock owned by such holder as of 5:00 p.m., Minneapolis time, on the record date. We intend to keep the rights offering open until November 14, 2012 unless our Board of Directors, in its sole discretion, extends such time for up to an additional 30 days.

You may exercise all or a portion of your subscription rights, or none at all. If, however, you exercise less than your entire basic subscription privilege, you will not be eligible to exercise your over-subscription privilege

We will not issue fractional shares of common stock in the rights offering, and holders will only be entitled to purchase a whole number of shares of common stock. Any excess subscription payments received by the subscription agent will be returned promptly, without interest or penalty.

Over-Subscription Privilege

If you fully exercise your basic subscription privilege and other ~~terms~~shareholders do not fully exercise their basic subscription privileges, then you may also exercise the over-subscription privilege component of your subscription rights to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and ~~conditions,~~pro rata allocation of shares among persons exercising their over-subscription privileges. To the ~~warrant also provides~~extent that the number of the unsubscribed shares ~~purchasable thereunder were~~is not sufficient to satisfy all of the properly exercised over-subscription requests, then the shares which are available will be ~~affected~~prorated among those shareholders properly exercising their over-subscription privileges based on the number of shares each such shareholder subscribed for under their basic subscription privilege. If this pro rata allocation results in any shareholder receiving a greater number of common shares than the shareholder subscribed for pursuant to the exercise of his, her or its over-subscription privilege, then such shareholder will be allocated only that number of shares for which the shareholder subscribed, and the remaining common shares will be allocated among all other shareholders exercising their over-subscription privileges on the same pro rata basis described above. This share-allocation process will be repeated until all common shares have been allocated or all over-subscription exercises have been honored, whichever occurs earlier.

In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to the exercise of your over-subscription privilege prior to the expiration of the rights offering. Because we will not know the total number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock available to you, assuming that no shareholder other than you has purchased any shares of our common stock pursuant to their basic subscription privilege and over-subscription privilege.

We can provide no assurances that you will actually receive the number of shares you wish to purchase upon exercise of your over-subscription privilege. For example, we will not be able to satisfy any portion of your exercise of the over-subscription privilege if all of our other shareholder exercise their basic subscription privileges in full. We will only fully honor an exercised over-subscription privilege to the extent sufficient shares of our common stock are available after the exercise of all basic subscription privileges associated with the subscription rights.

To the extent there are fewer shares available to you upon exercise of your over-subscription privileges than that for which you subscribe and tender payment under such privilege, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments received by ~~any stock combination (i.e., reverse stock split) effected~~the subscription agent will be returned to you, without interest or deduction, as soon as practicable. To the extent shareholders properly exercise their over-subscription privileges for an aggregate amount of shares that is less than the number of the unsubscribed shares, you will be allocated the number of shares for which you actually tender payment in connection with the ~~Merger.~~exercise of your over-subscription privilege. We will deliver certificates representing shares of our common stock purchased with the over-subscription privilege as soon as practicable after the expiration of the rights offering.

~~In another transaction on the same date, we entered into a~~

Delivery of Shares of Common Stock ~~Purchase Agreement with Christopher Larson, who was appointed~~Acquired in the Rights Offering

If you purchase shares in the rights offering by submitting a rights certificate and payment, we will mail you a stock certificate evidencing the new shares purchased as ~~our Chief Executive Officer on that date. Under that agreement, Mr. Larson had~~soon as practicable after the ~~right~~completion of the rights offering. One stock certificate will be generated for each rights certificate processed. Until your stock certificate is received, you may not be able to ~~purchase 1,071,875~~sell the shares of common stock acquired in the rights offering. If, as of the record date, your shares were held by a custodian bank, broker, dealer or other nominee, and you participate in the rights offering, you will not receive stock certificates for ~~an aggregate purchase price of $500,000 on~~your new shares. Nevertheless, your custodian bank, broker, dealer or ~~prior to December 31, 2007. Among~~ other ~~terms and conditions, the agreement provided that the shares purchasable thereunder were not to~~nominee will be ~~affected by any stock combination (i.e., reverse stock split) effected in connection~~credited with the ~~Merger.~~

In the third transaction on the same date, we issued options to various executive and non-executive management personnel. In total, we entered into option or similar agreements with 11 persons, obligating us to issue up to a maximum of 1,600,000 shares of common stock you purchase in the rights offering as soon as practicable after the completion of the rights offering.

Reasons for the Rights Offering

Prior to approving the rights offering, our Board of Directors carefully considered our current and expected acquisition opportunities, our liquidity requirements, our expected results of operations, current market conditions, and business and capital-raising opportunities, as well as the dilution of the ownership percentage of the current holders of our common stock that may be caused by the rights offering if they do not exercise their rights in full.

After weighing the factors discussed above and the effect of the $4,400,000 in additional capital, after deducting $100,000 of estimated offering-related expenses, that may be generated by the sale of shares pursuant to the rights offering, our Board of Directors determined the rights offering to be in the best interests of the Company and its shareholders. Although we believe that the rights offering will strengthen our financial condition and allow us to pursue opportunities to grow and diversify the Company, the Board of Directors is not making any recommendation as to whether you should exercise your subscription rights.

Effect of Rights Offering on Existing Shareholders

The ownership interests and voting interests of our existing shareholders that do not fully exercise their subscription rights will be diluted.

Method of Exercising Subscription Rights

The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as follows:

Subscription by Registered Holders

If you hold certificates of shares of our capital stock, the number of rights you may exercise pursuant to your subscription rights will be indicated on the rights certificate delivered to you. You may exercise your subscription rights by properly completing and executing the rights certificate and forwarding it, together with your full subscription payment, to the subscription agent at the ~~per-share price of $0.01. Among~~address set forth below in this section under the optionees were Messrs. Steven Staehr and John Quandahl, who were respectively appointed as our Chief Financial Officer and Chief Operating Officer on that same date. Under their respective option agreements, Mr. Staehr hadcaption “—Subscription Agent,” prior to the right to purchase 550,000 shares and Mr. Quandahl had the right to purchase 400,000 shares. Upon issuance, the options were not vested or exercisable until URON engaged in a change in control (as defined in such agreements). The closingexpiration of the ~~Merger constituted a change in control, as defined in the option agreements. The option agreements provided~~rights offering.

Subscription by DTC Participants

We expect that the ~~shares purchasable thereunder were not~~exercise of your subscription rights may be made through the facilities of DTC. If your subscription rights are held of record through DTC, you may exercise your subscription rights by instructing DTC, or having your broker instruct DTC, to ~~be affected by any stock combination (i.e., reverse stock split) effected in connection with the Merger.~~

~~Subscriptions for Shares of Common Stock~~~~. In addition~~transfer your subscription rights from your account to the ~~purchase~~account of the subscription agent, together with certification as to the aggregate number of subscription rights you are exercising and the number of shares of our common stock you are subscribing for under both the basic subscription privilege and the over-subscription privilege, if any, together with your full subscription payment.

Subscription by Beneficial Owners

If you are a beneficial owner of our shares of common stock ~~by Mr. Larson~~that are registered in the ~~equity financing undertaken in connection with~~name of a broker, dealer, custodian bank or other nominee, you will not receive a rights certificate. Instead, subscription rights will be issued to the Merger, Steve Staehr (our Chief Financial Officer), Mark Houlton (a director-appointee under the terms of the Merger Agreement), and Mill City Ventures, LP (a Minnesota limited partnership beneficially owned by Mr. Joseph A. Geraci, II, a beneficial owner of more than ten percentnominee record holder for shares of our common ~~equity) also subscribed~~stock that you beneficially own at the record date. If you are not contacted by your broker, dealer, custodian bank or other nominee, you should promptly contact your broker, dealer, custodian bank or other nominee in order to subscribe for shares of our common stock in ~~such financing. In particular, Mr. Staehr purchased 416,667~~the rights offering.

If you hold your shares in the name of a broker, dealer, custodian bank or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before the 5:00 p.m., Minneapolis time, November 14, 2012 expiration date we have established for ~~an aggregate~~the rights offering.

Payment Method for Registered Holders

As described in the instructions accompanying the rights certificate, payments must be made in full in United States Dollars for the full number of ~~$500,000; Mr. Houlton purchased 416,667~~ shares of our common stock for ~~an aggregate of $500,000;~~which you are subscribing by (i) cashier’s check or (ii) certified check, in either case drawn upon a United States bank and ~~Mill City Ventures, LP purchased 800,000 shares for an aggregate of $960,000. In connection with these investments, we entered into~~made payable to the subscription ~~agreements with these investors containing~~agent at the ~~same terms and conditions as those we entered into with other non-affiliated investors~~address set forth below in ~~such financing.~~

~~Exchange Agreement with National Cash & Credit~~~~. On February 26, 2008, we entered into an Exchange Agreement with National Cash & Credit, LLC, a Minnesota limited liability company, and its members. Under~~this section under the ~~Exchange Agreement,~~caption “—Subscription Agent.”

Personal checks are not accepted. Payment received after the ~~members of National Cash & Credit assigned to us all~~expiration of the ~~outstanding membership interests~~rights offering may not be honored, and the subscription agent will return your payment to you promptly, without interest or penalty.

You should read and follow the delivery and payment instructions accompanying the rights certificate. DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS DIRECTLY TO WESTERN CAPITAL. Except as described below under the caption “—Guaranteed Delivery Procedures,” we will not consider your subscription received until the subscription agent has received delivery of a properly completed and duly executed rights certificate and other subscription documents, together with payment of the full subscription amount. The risk of delivery of all documents and payments is borne by you or your nominee, not by the subscription agent or us.

The method of delivery of rights certificates and payment of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send subscription materials and payments by overnight courier or by registered mail, properly insured, with return-receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent and clearance of payment prior to the expiration of the rights offering.

Unless a rights certificate provides that the shares of our common stock are to be delivered to the record holder of such rights or such certificate is submitted for the account of a bank or a broker, signatures on such rights certificate must be guaranteed by an “eligible guarantor institution” (as such term is defined in ~~National Cash & Credit~~Rule 17Ad-15 of the Securities Exchange Act of 1934) that is a participant in ~~exchange~~the Securities Transfer Agents Medallion Program, the New York Stock Exchange Program Medallion Signature Program or the Stock Exchange Medallion Program, subject to any standards and procedures adopted by the subscription agent.

Missing or Incomplete Subscription Information

If you do not indicate the number of subscription rights being exercised, or the subscription agent does not receive the full subscription payment for ~~our issuance~~the number of subscription rights that you indicate are being exercised, then you will be deemed to ~~such members~~have exercised the maximum number of ansubscription rights that may be exercised with the aggregate subscription payment you delivered to the subscription agent. If the subscription agent does not apply your full subscription payment to your purchase of ~~1,114,891~~our shares of common stock, any excess subscription payment received by the subscription agent will be returned promptly, without interest or penalty.

Expiration Date and ~~a cash payment of $100,000.~~ Amendments

The ~~closing~~subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m., Minneapolis time, on November 14, 2012 which is the expiration of the ~~transactions contemplated~~rights offering. If you do not exercise your subscription rights prior to that time, your subscription rights will expire and will no longer be exercisable. We will not be required to issue shares of common stock to you if the subscription agent receives your rights certificate and subscription payment after that time, regardless of when the rights certificate and subscription payment were sent by you, unless you send the ~~Exchange Agreement occurred effective as of February 26, 2008.~~

~~The Exchange Agreement contained customary representations, warranties~~documents in compliance with the guaranteed delivery procedures described below. We have the option to extend the rights offering and ~~covenants~~the period for exercising your subscription rights for up to an additional 30 days, although we do not presently intend to do so. We may extend the expiration of the ~~parties, and indemnification obligations relating thereto which survive until our annual report on Form 10-K for~~rights offering by giving oral or written notice to the ~~year ended December 31, 2008 has been filed with~~subscription agent prior to the ~~SEC (with certain exceptions for claims that may be based fraud of willful misconduct).~~

Christopher Larson, our Chief Executive Officer and President, held a direct and indirect material financial interest in National Cash & Credit by virtue of membership interests held directly in his name and his ownership of interests in two separate limited liability companies that in turn owned membership interests in National Cash & Credit. Prior to entering into the Exchange Agreement, Mr. Larson’s financial interest in National Cash & Credit and the material terms and conditionsexpiration of the ~~Exchange Agreement were disclosed~~rights offering. If we elect to ~~our Board~~extend the expiration of ~~Directors, which approved such agreement and the transactions contemplated thereby.~~

~~DISCLOSURE OF COMMISSION POSITION ON~~

~~INDEMNIFICATION OR SECURITIES ACT LIABILITIES~~

~~Limitations on Directors’ Liability~~

Our Articles of Incorporation, as amended, and our corporate bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by law. In addition, as permitted by Minnesota law, our Articles of Incorporation, as amended, provide that no director will be liable to us or our shareholders for monetary damages for breach of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights offering, we will issue a press release announcing such extension no later than 9:00 a.m., New York time, on the next business day after the most recently announced expiration of ~~our shareholders in derivative suits~~the rights offering. We reserve the right to ~~recover monetary damages against a director for breach~~amend or modify the terms of ~~certain fiduciary duties as a director, except that a director will be personally liable for:~~

the rights offering.

~~any breach of his or her duty of loyalty to us or our shareholders~~

~~acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law~~

~~the payment of an improper dividend or an improper repurchase of our stock in violation of Minnesota law or in violation of federal or state securities laws, or~~

~~any transaction from which the director derived an improper personal benefit.~~

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

~~Potential Anti-Takeover Effects~~

Certain provisions set forth in our Articles of Incorporation, as amended, in our bylaws and in Minnesota law, which are summarized below, may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a shareholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market

Subscription Price

The subscription price ~~for the shares held by shareholders.~~

~~Blank Check Preferred Stock~~. Our authorized capital consists of 250 million shares of capital stock. Pursuant to authority granted by our Articles of Incorporation, as amended, our Board of Directors, without any action by our shareholders, may designate and issue shares in such classes or series (including classes or series of preferred stock) as it deems appropriate, and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of other classes or series of stock that may be issued could be superior to the rights of holders of our common shares. In this regard, the designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock—common or preferred—will dilute the percentage of ownership interest of then-current holders of our capital stock and may dilute our book value per share.

While the foregoing provisions of our Articles of Incorporation, as amended, bylaws and Minnesota law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors and in the policies formulated by our Board of Directors, and to discourage certain types of transactions that may involve an actual or threatened change of control. In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. These provisions also are intended to discourage certain tactics that may be used in proxy fights. Nevertheless, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of inhibiting changes in our management.

~~Minnesota Anti-Takeover Statutes~~

Section 302A.671 of the Minnesota Business Corporation Act applies, with certain exceptions, to any acquisition of our voting stock from a person, other than us and other than in connection with certain mergers and exchanges to which we are a party, that results in the acquiring person owning 20%~~or more of our voting stock then outstanding. Similar triggering events occur at the one-third and majority ownership levels. Section 302A.671 requires approval of any such acquisition~~was determined by a majority vote of our disinterested shareholders and a majority vote of all of our shareholders. In general, shares acquired in excess of the applicable percentage threshold in the absence of such approval are denied voting rights and are redeemable at their then fair market value by us during a specified time period.

Section 302A.673 of the Minnesota Business Corporation Act generally prohibits us or any of our subsidiaries from entering into any business combination transaction with a shareholder for a period of four years after the shareholder acquires tenpercent or more of our voting stock then outstanding. An exception is provided for circumstances in which, before the ten percent ownership threshold is reached, either the transaction or the share acquisition is approved by aspecial committee of our Board of ~~Directors composed of one or more disinterested directors.~~

~~The Minnesota Business Corporation Act contains a “fair price” provision~~Directors. Factors considered by the committee included the strategic alternatives available to our Company for raising capital, the price at which our shareholders might be willing to participate in ~~Section 302A.675. This provision provides that no person may acquire any~~the rights offering, historical and current trading prices of our ~~shares within two years following~~common stock, the ~~person’s last purchase~~business prospects of our ~~shares in a takeover offer unless all shareholders are given~~Company and the opportunity to dispose of their shares to the person on terms that are substantially equivalent to those in the earlier takeover offer. This provision does not apply if the acquisition is approved by a committee of our Board of Directors composed of one or more disinterested directors before any shares are acquired in the takeover offer.

~~Section 302A.553, subdivision 3,~~general condition of the ~~Minnesota Business Corporation Act prohibits us from purchasing any voting shares owned~~securities market. The market price for ~~less than two years from a holder of more than five percent of~~ our outstanding voting stock for more than the market value of the shares. Exceptions to this provision are provided if the share purchase is approved by a majority of our shareholders or if we make a repurchase offer of equal or greater value to all shareholders.

~~USE OF PROCEEDS~~

We will not receive any proceeds from the resale of any of the shares offered by this prospectus by the selling shareholders. We will, however, receive proceeds in the event that the shares issuable upon exercise of a warrant are purchased for cash under the terms of such warrant. In such event, we will receive up to $4,000.

~~SELLING SHARE~~~~HOLDERS~~

We are registering the resale of shares offered by this prospectus on behalf of the selling shareholders identified below. The selling shareholders may sell some or all of their shares at prevailing market prices or privately negotiated prices. The following table sets forth the number of shares of the common stock ~~owned by~~during the ~~selling shareholders as~~rights offering may not be equal to or above the subscription price. Furthermore, a subscribing owner of the date of this prospectus, and after giving effect to this offering. The percentage indicated for each selling shareholder in the column titled “Percentage Beneficial Ownership After the Offering” assumes the sale of all the shares offered by this prospectus.

Selling Shareholder

Number of
Shares of
Common
Stock
Owned
Prior to the
Offering ⁽¹⁾

Number of
Shares of
Common Stock
Offered

Percentage
Beneficial
Ownership
After the
Offering ⁽¹⁾

Alpha Capital Anstalt ⁽²⁾
416,667 416,667 *
21st Century Investment Company ⁽³⁾
142,857 142,857 *
Dan J. Shrader 46,000 35,000 *
David Bain 20,000 20,000 *
Ellis International LP ⁽⁴⁾
166,667 166,667 *
Elizabeth Zbikowski 134,109 125,000 *
Richard O’Leary 104,167 104,167
Boosalis Children Irrevocable Trust uad 12/27/00 ⁽⁵⁾
400,000 400,000 *
John J. Connors 29,167 29,167 *
Insight Capital Consultants Corporation ⁽⁶⁾
100,000 100,000 *
Lantern Advisers, LLC ⁽⁷⁾
713,310 400,000 3.3 %
Lacuna Hedge Fund, LLLP ⁽⁸⁾
416,667 416,667 *
Mill City Ventures, LP ⁽⁹⁾
800,000 800,000 *
Mark Houlton ⁽¹⁰⁾
416,667 416,667 *
Patrick Kinney 20,000 20,000 *

3,592,859

*	~~less than 1%~~

~~(1)~~

For purposes of the selling shareholder table and consistent with applicable Commission rules, beneficial ownership includes any shares as to which the shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days of the date hereof, whether through the exercise or conversion of any stock option, convertible security, warrant or other right. The indication herein that shares are beneficially owned does not constitute an admission on the part of the shareholder that he, she or it is a direct or indirect beneficial owner of those shares.

~~(2)~~

~~The individual beneficial owner of shares held by the selling shareholder is Konrad Ackarman.~~

~~(3)~~

~~The individual beneficial owners of shares held by the selling shareholder are Jan Stueve, Roy Stueve and David Stueve.~~

~~(4)~~

~~The individual beneficial owner of shares held by the selling shareholder is Martin Chopp.~~

~~(5)~~

~~The individual beneficial owner of shares held by the selling shareholder is Jerry Nelson.~~

~~(6)~~

~~The individual beneficial owner of shares held by the selling shareholder is Brock A. Malky.~~

~~(7)~~

~~The individual beneficial owners of shares held by the selling shareholder are Messrs. Joseph A. Geraci, II and Douglas M. Polinsky. All 400,000 shares are issuable upon exercise of a warrant.~~

~~(8)~~

~~The individual beneficial owner of shares held by the selling shareholder is Raw Leigh Raks.~~

~~(9)~~

The individual beneficial owner of shares held by the selling shareholder is Joseph A. Geraci, II, who serves as the managing member of Mill City Advisors, LLC, a Minnesota limited liability company that is the general partner of Mill City Ventures, LP.

~~(10)~~

~~Mr. Houlton is a member of the Company’s Board of Directors.~~

~~PLAN OF DISTRIBUTION~~

We are registering the shares offered by this prospectus on behalf of the selling shareholders. The selling shareholders may sell some or all of their shares at prevailing market prices or privately negotiated prices.

~~The shares~~rights may be ~~sold or distributed from time~~unable to time by the selling shareholders or by pledgees, donees or transferees of, or successors-in interest-to, the selling shareholders (all of whom together shall be deemed to be “selling shareholders” under this prospectus), directly to one or more purchasers (including pledgees) or through brokers or dealers who act solely as agents, at market prices prevailing at the time of such sale, at prices related to such prevailing market prices, or at negotiated prices, any which may be changed. The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

~~ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers~~

~~block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction~~

~~purchases by a broker-dealer as principal and resale by the broker-dealer for its account~~

~~an exchange distribution in accordance with the rules of the applicable exchange~~

~~privately negotiated transactions~~

~~short sales~~

~~through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise~~

~~broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share, and~~

~~a combination of any such methods of sale.~~

From time to time, the selling shareholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock purchased in the rights offering at a price equal to or greater than the subscription price.

We urge you to obtain a current quote for our common stock before exercising your subscription rights.

Conditions, Withdrawal and Termination

We reserve the right to withdraw the rights offering prior to the expiration of the rights offering for any reason. We may terminate the rights offering, in whole or in part, if at any time before completion of the rights offering there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the rights offering that in the sole judgment of our Board of Directors would or might make the rights offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the rights offering. We may waive any of these conditions and choose to proceed with the rights offering even if one or more of these events occur. Moreover, our Board of Directors may otherwise choose in its sole discretion to terminate the rights offering at any time and for any reason. If we terminate the rights offering, in whole or in part, all affected subscription rights will expire without value, and all excess subscription payments received by the subscription agent will be returned promptly, without interest or penalty. If we cancel the rights offering, we will issue a press release notifying shareholders of the cancellation, and all subscription payments received by the subscription agent will be returned promptly, without interest or penalty.

Subscription Agent

The subscription agent for this offering is Corporate Stock Transfer, Inc.. The address to which subscription documents, rights certificates, notices of guaranteed delivery and subscription payments should be mailed or delivered is:

Corporate Stock Transfer, Inc.

3200 Cherry Creek South Drive, Suite 430

Denver, Colorado 80209

You are solely responsible for completing delivery to the subscription agent of your subscription materials. The subscription materials are to be received by the subscription agent on or prior to 5:00 p.m., Minneapolis time, on November 14, 2012. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent. If you deliver subscription materials in a manner different from those described in this prospectus, we may not honor the exercise of your subscription rights.

Whom to Contact for Information

Any questions regarding our rights offering or requests for additional copies of documents may be directed to Maslon Edelman Borman & Brand, LLP, Attn: Paul Chestovich, at (612) 672-8305, Monday through Friday (except bank holidays), between 9:00 a.m. and 5:00 p.m., Minneapolis time.

Fees and Expenses

We will pay all fees charged by the subscription agent. You are responsible for paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of the subscription rights.

No Fractional Shares

We will not issue fractional subscription rights or fractional shares in the rights offering.

Medallion Guarantee May Be Required

Your signature on each subscription rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription agent, unless:

your subscription rights certificate provides that shares are to be delivered to you, as record holder of those subscription rights, at your address of record; or

you are an eligible institution.

You can obtain a signature guarantee from a financial institution—such as a commercial bank, savings, bank, credit union or broker dealer—that participates in one of the Medallion signature guarantee programs. The three Medallion signature guarantee programs are the following:

Securities Transfer Agents Medallion Program (STAMP) whose participants include more than 7,000 U.S. and Canadian financial institutions.

Stock Exchanges Medallion Program (SEMP) whose participants include the regional stock exchange member firms and clearing and trust companies.

New York Stock Exchange Medallion Signature Program (MSP) whose participants include NYSE member firms.

If a financial institution is not a member of a recognized Medallion signature guarantee program, it would not be able to provide signature guarantees. Also, if you are not a customer of a participating financial institution, it is likely the financial institution will not guarantee your signature. Therefore, the best source of a Medallion Guarantee would be a bank, savings and loan association, brokerage firm, or credit union with whom you do business. The participating financial institution will use a Medallion imprint or stamp to guarantee the signature, indicating that the financial institution is a member of a Medallion signature guarantee program and is an acceptable signature guarantor.

Notice to Nominees

If you are a broker, dealer, custodian bank or other nominee holder that holds shares of our common stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owner, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should submit information and payment for shares. We expect that the exercise of subscription rights on behalf of beneficial owners may be made through the facilities of DTC. You may exercise individual or aggregate beneficial owner subscription rights by instructing DTC to transfer subscription rights from your account to the account of the subscription agent, together with certification as to the aggregate number of subscription rights exercised and the number of common shares subscribed for under the basic subscription privilege and the over-subscription privilege, if any, and your full subscription payment.

Beneficial Owners

If you do not hold certificates for shares of our capital stock, you are a beneficial owner of shares of our capital stock. Instead of receiving a rights certificate, you will receive your subscription rights through a broker, dealer, custodian bank or other nominee. We will ask your broker, dealer, custodian bank or other nominee to notify you of the rights offering.

You should contact your broker, dealer, custodian bank or other nominee if you do not receive information regarding the rights offering, but believe you are entitled to subscription rights. We are not responsible if you do not receive notice by your broker, dealer, custodian bank or other nominee or if you do not receive notice in time to respond to your nominee by the deadline established by the nominee, which may be prior to 5:00 p.m. Minneapolis time, on November 14, 2012.

If you wish to exercise your subscription rights, you will need to have your broker, dealer, custodian bank or other nominee act for you. If you hold certificates for shares of our common stock and received a rights certificate, but would prefer to have your broker, dealer, custodian bank or other nominee act for you, you should contact your nominee and request it to effect the transaction for you.

Guaranteed Delivery Procedures

If you wish to exercise subscription rights, but you do not have sufficient time to deliver the rights certificate evidencing your subscription rights to the subscription agent prior to the expiration of the rights offering, you may exercise your subscription rights by the following guaranteed delivery procedures:

deliver to the subscription agent prior to the expiration of the rights offering the subscription payment for each share you elected to purchase pursuant to the exercise of subscription rights in the manner set forth above under the caption “—Payment Method”;

deliver to the subscription agent prior to the expiration of the rights offering the form entitled “Notice of Guaranteed Delivery”; and

deliver the properly completed rights certificate evidencing your subscription rights being exercised and the related nominee holder certification, if applicable, with any required signatures guaranteed, to the subscription agent within three business days following the date you submit your Notice of Guaranteed Delivery.

Your Notice of Guaranteed Delivery must be delivered in substantially the same form provided with the “Form of Instructions for Use of Western Capital Subscription Rights Certificates,” which will be distributed to you with your rights certificate. Your Notice of Guaranteed Delivery must include a signature guarantee from an eligible institution, acceptable to the subscription agent. A form of that guarantee is included with the Notice of Guaranteed Delivery.

In your Notice of Guaranteed Delivery, you must provide:

your name;

the number of subscription rights represented by your rights certificate, the number of shares of our common stock for which you are subscribing under your basic subscription privilege, and the number of shares of our common stock for which you are subscribing under your over-subscription privilege, if any; and

your guarantee that you will deliver to the subscription agent a rights certificate evidencing the subscription rights you are exercising within three business days following the date the subscription agent receives your Notice of Guaranteed Delivery.

You may deliver your Notice of Guaranteed Delivery to the subscription agent in the same manner as your rights certificate at the address set forth above under “—Subscription Agent.” Eligible institutions may also alternatively transmit a Notice of Guaranteed Delivery to the subscription agent by facsimile transmission at (303) 282-5800.

If you require additional copies of the Notice of Guaranteed Delivery form, you should call Paul Chestovich of Maslon Edelman Borman & Brand, LLP, at (612) 672-8305.

Validity of Subscriptions

We will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. Neither we nor the subscription agent shall be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the full subscription payment has been received by the subscription agent. Our interpretations of the terms and conditions of the rights offering will be final and binding.

Escrow Arrangements; Return of Funds

The subscription agent will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The subscription agent will hold this money in escrow until the rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any reason, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty.

Shareholder Rights

You will have no rights as a holder of our shares of common stock you purchase in the rights offering, if any, until certificates representing our shares of common stock are issued to you or until your account at your record holder is credited with shares of common stock purchased in the rights offering. You will have no right to revoke your subscriptions once made in accordance with the procedures set forth in this prospectus.

Foreign Shareholders

We will not mail this prospectus or ~~under~~rights certificates to shareholders with addresses that are outside the United States or that have an ~~amendment~~army post office or foreign post office address. The subscription agent will instead hold these rights certificates for their account. To exercise any such subscription rights, our foreign shareholders must notify the subscription agent prior to ~~this prospectus under Rule 424(b)(3) or other applicable provision~~11:00 a.m., Minneapolis time, at least three business days prior to the expiration of the ~~Securities Act amending~~rights offering of their exercise of such rights, and, with respect to holders whose addresses are outside the ~~list~~United States, provide evidence satisfactory to us, such as a legal opinion from local counsel, that the exercise of ~~selling shareholders~~such subscription rights does not violate the laws of the jurisdiction of such shareholder.

No Revocation or Change

Once you submit the form of rights certificate to ~~include~~exercise any subscription rights, you are not allowed to revoke or change the ~~pledgee, transferee~~exercise or ~~other successors-in-interest as selling shareholders under this prospectus.~~ request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase additional common shares at the subscription price.

Material U.S. Federal Income Tax Consequences

For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of subscription rights. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences” below.

Listing

The ~~selling shareholders also may transfer~~subscription rights are not transferable, and we will not apply for listing of such rights on any exchange, market or listing service. Shares of our common stock are, and we expect that the shares of common stock to be issued in ~~other circumstances, in which case~~ the ~~transferees, pledgees or other successors-in-interest~~rights offering will be, traded on the ~~selling beneficial owners for purposes of this prospectus.~~

~~In connection with~~over-the-counter Bulletin Board (OCTBB) under the ~~sale~~symbol “WCRS.” The last reported sales price of our common stock ~~or interests therein,~~on the ~~selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales~~OTCBB on October 3, 2012 the last practicable date before the filing of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, ~~which shares such broker-dealer or other financial institution may resell pursuant~~was $0.06. We urge you to ~~this prospectus (as supplemented or amended to reflect such transaction).~~

~~The aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase~~obtain a current market price of the common stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any proceeds directly from this offering.

The selling shareholders also may resell all or a portion of the shares in open-market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

The selling shareholders and any broker-dealers that act in connection with the sale of the shares offered hereby might be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the securities sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.

~~To the extent required,~~for the shares of our common stock ~~to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of~~before making any ~~agents, dealer or underwriter, any applicable commissions or discounts~~determination with respect to ~~a particular offer~~the exercise of your subscription rights.

Issued and Outstanding Shares of Capital Stock after the Rights Offering

As of October 3, 2012, the last practicable date before the filing of this prospectus, 5,370,789 of our shares of common stock were issued and outstanding and there were no rights to purchase shares of our common stock outstanding. As of such date there were also 10,000,000 shares of Series A Convertible Preferred Stock issued and outstanding. Assuming no other transactions by us involving shares of our capital stock, and no options or other convertible securities for shares of our common stock are exercised, prior to the expiration of the rights offering, an additional 45,000,000 shares of common stock will be ~~set forth~~issued and outstanding after the closing of the rights offering if the rights offering is fully subscribed through the exercise of subscription rights, for a total of 50,370,789 shares of common stock issued and outstanding. Nevertheless, there is no minimum amount of shares that must be sold in ~~an accompanying prospectus supplement~~the rights offering for us to close the offering, accept subscriptions and access related payments. Therefore, it is possible that fewer than 50,370,789 shares of common stock will be issued and outstanding after completion of the rights offering.

Other Matters

We are not making the rights offering in any state or ~~if appropriate, a post-effective amendment~~other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or exercising the ~~registration statement that includes this prospectus.~~

Insubscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements of ~~some~~those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any shares you may elect to purchase by exercise of your subscription privileges in order to comply with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights you will not be eligible to participate in the rights offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in the rights offering.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of certain United States federal income tax consequences to U.S. holders, as defined below, of the receipt, ownership and exercise of the rights distributed in the subscription rights offering and ownership of the shares of common stock that would be issued upon an exercise of the subscription rights. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, and applicable administrative and judicial interpretations, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. No assurance can be given that the tax consequences described herein will not be challenged by the Internal Revenue Service (the “IRS”) or that such a challenge would not be sustained by a court. No ruling has been sought from the IRS, and no opinion of counsel has been rendered, as to the federal income tax consequences of this rights offering.

This discussion is not a comprehensive description of the U.S. federal income taxation considerations that may be applicable to holders in light of their particular circumstances or to holders subject to special treatment under the U.S. federal income tax laws, including but not limited to financial institutions, brokers and dealers in securities or currencies, insurance companies, tax-exempt organizations, persons who hold their shares as part of a straddle, hedge, conversion or other risk-reduction transaction, persons liable for the alternative minimum tax, U.S. expatriates, persons whose functional currency is not the U.S. dollar, persons who hold their shares through “foreign financial institutions” within the meaning of Section 1471 of the Code, persons that could be subject to the 3.8% Medicare tax on certain investment income beginning in 2013, or foreign taxpayers. This discussion also does not address any aspect of state, local or foreign income or other tax laws. This discussion is limited to U.S. holders which hold our shares of common stock or preferred stock, and would hold the subscription rights or any shares of common stock issued on an exercise of the subscription rights, as capital assets. For purposes of this discussion, a “U.S. holder” is a holder of common stock that is, for U.S. federal income tax purposes:

a citizen or resident of the United States;

a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof;

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF RECEIPT, OWNERSHIP AND EXERCISE OF THE RIGHTS, INCLUDING THE APPLICABILITY OF ANY FEDERAL ESTATE OR GIFT TAX LAWS OR ANY STATE, LOCAL OR FOREIGN TAX LAWS.

Receipt of the Subscription Rights

You will not recognize taxable income for U.S. federal income tax purposes in connection with the receipt of subscription rights in the rights offering.

Tax Basis and Holding Period of the Rights

The tax basis of the subscription rights received by you in the rights offering will be zero unless either (1) the fair market value of the subscription rights on the date such rights are distributed is equal to at least 15% of the fair market value on such date of the shares of stock with respect to which they are received or (2) you elect to allocate part of the tax basis of such shares to the subscription rights. If either (1) or (2) is true, then, if you exercise the subscription rights, your tax basis in your shares will be allocated between the rights and the shares with respect to which the subscription rights were received in proportion to their respective fair market values on the date the rights are distributed. In order to comply with applicable regulations, we expect to prepare an IRS Form 8397 and either provide the same to our shareholders or post that form on our website within 45 days of the distribution of the subscription rights. If we determine that the value of the subscription rights on the date such rights are distributed is equal to or exceeds 15% of the fair market value on such date of the shares of stock with respect to which the rights are received, we expect to reflect the value of the rights which we determine, and its effect on your basis in the rights and shares, on the IRS Form 8937. If we determine that the value of the subscription rights on such date is less than 15% of the fair market value on such date of the shares with respect to which the rights are received, we expect to reflect the value of the rights on the IRS Form 8937, consistent with this determination (and subject to the election that you may make to allocate basis in your shares to the rights, as discussed above) that the subscription rights do not have an effect on your basis in shares. We have not obtained, and may not obtain, an independent appraisal of the valuation of the rights, and any determinations we reflect on an IRS Form 8937 will not be binding on the IRS. You should consult with your tax advisor to determine the proper allocation of basis between the rights and your shares with respect to which the rights are received.

Your holding period for the rights will include your holding period for the shares with respect to which the rights were received.

Expiration of the Rights

If you allow subscription rights received in the rights offering to expire, you will not recognize any gain or loss. If you have tax basis in the subscription rights which was allocated from your shares, the tax basis of the expired rights will be restored to the tax basis of such shares.

Exercise of the Rights; Tax Basis and Holding Period of the Shares

You will not recognize any gain or loss upon the exercise of subscription rights received in the rights offering. The aggregate tax basis of the shares acquired through exercise of the rights should equal the sum of the exercise price for such shares and your tax basis, if any, in the rights as described above. In determining the tax basis of the shares acquired through exercise of the rights, the price paid upon exercise of the rights should be allocated pro rata to the shares acquired. The holding period for the shares acquired through exercise of the rights will begin on the date the rights are exercised.

Tax Treatment of Shares received on Exercise of Subscription Rights

Distributions, if any, made on shares of our common stock, including shares received on exercise of subscription rights, generally will be ordinary dividend income to the extent of our current and accumulated earnings and profits. If you are a noncorporate holder of our shares, for taxable years beginning before January 1, 2013, such dividends are generally taxed at a maximum U.S. federal income tax rate of 15%, provided certain holding period requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will be treated as a return of capital to the extent of your adjusted tax basis in the shares and thereafter as capital gain from the sale or exchange of such shares. If you are a corporation, or are taxed as a corporation, you may be eligible for a dividends received deduction on dividends you receive on our shares, subject to applicable limitations.

Upon the sale, exchange, certain redemptions or other taxable dispositions of shares of our common stock, you generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon such taxable disposition and (ii) your adjusted tax basis in the shares. Such capital gain or loss will be long-term capital gain or loss if your holding period in the shares is more than one year at the time of the taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss. If you are a noncorporate holder of our shares, any long-term capital gains you recognize will generally be subject to a maximum U.S. federal income tax rate of 15%. This maximum tax rate is currently scheduled to increase to 20% for dispositions occurring during taxable years beginning on or after January 1, 2013. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

In general, if you are not a corporation, we are required to report to the IRS dividends paid to you on shares and proceeds you receive from a disposition of shares in a transaction with the Company. Backup withholding may also apply to any payments if you fail to provide an accurate taxpayer identification number or you are notified by the IRS that you have previously failed to report all dividends or certain other income required to be shown on your federal income tax returns. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against your United States federal income tax liability, provided the required information is furnished to the IRS.

MARKET INFORMATION

Our common stock is listed for trading on the OTC Bulletin Board, the “OTCBB,” under the symbol “WCRS.” The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. The following table sets forth the high and low bid prices for our common stock as reported by the OTC Bulletin Board in 2011 and 2010. These quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. Trading in the Company’s common stock during the period represented was sporadic, exemplified by low trading volume and many days during which no trades occurred. On or about March 1, 2010, our common stock also began trading on the “OTCQB”, which is the OTC Markets’ middle-tier over-the-counter quotation platform. OTC Markets is the entity formerly known as “The Pink Sheets.”

	Market Price (high/low)
For the Fiscal Year	2012		2011		2010
First Quarter	$	0.09 – 0.01	$	0.04 – 0.02	$	0.30 – 0.08
Second Quarter	$	0.37 – 0.05	$	0.06 – 0.02	$	0.18 – 0.02
Third Quarter	$	n/a	$	0.03 – 0.01	$	0.08 – 0.02
Fourth Quarter	$	n/a	$	0.04 – 0.01	$	0.19 – 0.02

On October 3, 2012, the last practicable date before the filing of this prospectus, the last reported sales price of our common stock on the OTCBB was $0.06 per share. As of October 3, 2012, there were approximately 540 holders of record.

Holders of our common stock are entitled to share pro rata in dividends and distributions with respect to the common stock ~~may be sold in these jurisdictions only through registered or licensed brokers or dealers.~~when, as and if declared by our Board of Directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. In addition, ~~in some states~~we must first pay preferred dividends on its Series A Convertible Preferred Stock as described under the caption “Description of Equity Securities” below. The current dividend payable to the holders of Series A Convertible Preferred Stock aggregates to $525,000 on a quarterly basis. Other than with respect to shares of Series A Convertible Preferred Stock, future dividend policy is subject to the sole discretion of our Board of Directors and will depend upon a number of factors, including future earnings, capital requirements and our financial condition. As of October 3, 2012, we had an outstanding accrued but unpaid and cumulated dividends on our Series A Convertible Preferred Stock aggregating to $5,125,000.

Our common stock ~~may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification~~is categorized as a “penny stock” subject to the requirements ~~is available and is complied with.~~

~~We have advised the selling shareholders that the anti-manipulation rules~~ of ~~Regulation M~~Rule 15g-9 under the Securities and Exchange Act of ~~1934 may apply to sales~~1934. Under this rule, broker-dealers who sell penny stocks must provide purchasers of ~~shares~~these stocks with a standardized risk-disclosure document prepared by the SEC. The penny-stock rules severely limit the liquidity of securities in the secondary market, and many brokers choose not to participate in penny-stock transactions. As a result, there is generally less trading in penny stocks. If you become a holder of our common stock, you may not always be able to resell shares of our common stock in public broker’s transaction, if at all, at the ~~activities~~times and prices that you feel are fair or appropriate. For more information about the risks of investing in shares of common stock, see the ~~selling shareholders and their affiliates. In addition, we will make copies~~“Risk Factors” section of this prospectus, (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus-delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

beginning on page 12.

DESCRIPTION OF ~~CAPITAL STOCK~~

SECURITIES

The following is a description of the common stock we are registering, our ~~capital~~issued and outstanding preferred stock, and ~~the~~certain material provisions of Minnesota law, our ~~articles~~Articles of ~~incorporation, bylaws and certain agreements to which we~~Incorporation, and our ~~shareholders are parties.~~corporate bylaws. The following is only a summary and is qualified by applicable law, our Articles of Incorporation, and ~~by the provisions~~our corporate bylaws. Copies of our ~~articles~~Articles of ~~incorporation,~~Incorporation and corporate bylaws ~~and such other agreements, copies~~are included as exhibits to the registration statements of which this prospectus is a part and are available as set forth under “Where You Can Find More Information.”

General

As of the date of this prospectus, there were ~~8,889,644~~5,397,780 shares of our common stock issued and outstanding, and approximately ~~500~~540 holders of record of our common stock, and there were 10,000,000 shares of our Series A Convertible Preferred Stock issued and outstanding held by ~~one holder~~two holders of record. Our authorized capital consists of 250,000,000 shares of capital stock, no par value (unless otherwise designated), of which 10,000,000 shares ~~are~~have been designated for issuance as preferred stock, with a par value of $0.01 per share. As of the date of this prospectus, we ~~also~~ had outstanding no options or warrants for the purchase of ~~up to 400,000 shares of our common stock.~~

any capital shares.

Common Stock

Voting. The holders of our common stock are entitled to one vote for each issued and outstanding share of common stock owned by that shareholder on every matter properly submitted to the shareholders for their vote. Shareholders are not entitled to vote cumulatively for the election of directors.

Dividend Rights. Subject to the dividend rights of the holders of any outstanding series of preferred stock, holders of our common stock are entitled to receive ratably such dividends and other distributions of cash or any other right or property as may be declared by our Board of Directors out of our assets or funds legally available for such dividends or distributions.

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to shareholders after payment of liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.

Conversion, Redemption and Preemptive Rights. Holders of our common stock have no conversion, redemption, preemptive, subscription or similar rights.

Preferred Stock

Of our 250 million shares of authorized capital, we have designated 10,000,000 for issuance as “Series A Convertible Preferred Stock.” Each share of Series A Convertible Preferred Stock carries a $2.10 stated value and entitles its holders to (i) a cumulative ~~ten percent~~10% dividend, ~~compounded and~~ payable on a quarterly basis; (ii) in the event of a liquidation or dissolution of the Company, a preference in the amount of all accrued but unpaid dividends plus the stated value of such shares before any payment shall be made or any assets distributed to the holders of any junior securities; (iii) convert their preferred shares into our common shares on a share-for-share basis, subject to adjustment; and (iv) vote their preferred shares on an as-if-converted basis. We have the right to redeem some or all of such preferred shares, at any time upon 60 days’ advance notice, at a price ~~dependent upon the date of redemption. In the case of any redemption closing on or prior~~equal to ~~March 31, 2009, the redemption price will be $3.00 per share plus accrued but unpaid dividends; thereafter, the redemption price will~~ $3.50 per share plus accrued but unpaid ~~dividends.~~dividends thereon. Holders of our Series A Convertible Preferred Stock have no preemptive or cumulative-voting rights.

~~LEGAL MATTERS~~

Anti-Takeover Provisions

The ~~validity~~following is a description of certain provisions of the Minnesota Business Corporation Act and our corporate bylaws that are likely to discourage any unfriendly attempt to obtain control of the Company. This summary does not purport to be complete and is qualified in its entirety by reference to the Minnesota Business Corporation Act and our corporate bylaws.

Minnesota Business Combination Act

We are subject to the Minnesota Business Combination Act, Section 302A.673 of the Minnesota Business Corporation Act. Subject to certain qualifications and exceptions, the statute prohibits an “interested shareholder” of certain Minnesota corporations that are termed “issuing public corporations” (which definition Western Capital satisfies) from effecting any “business combination” with the corporation for a period of four years from the date the shareholder becomes an “interested shareholder” unless the corporation’s Board of Directors approved the business combination prior to the shareholder becoming an “interested shareholder” or otherwise approved the shareholder becoming an “interested shareholder.”

An “interested shareholder” is defined to include (i) any beneficial owner of 10% or more of the voting power of the outstanding voting stock of the corporation, or (ii) any affiliate or associate of the corporation, that, within the prior four-year period has at any time directly or indirectly beneficially owned 10% or more of the voting power of the then-outstanding stock of the corporation.

The term “business combination” is defined broadly to include, among other things:

the merger, consolidation or share exchange of the corporation with the interested shareholder or any corporation that is, or after the merger, consolidation or share exchange would be, an affiliate or associate of the interested shareholder (subject to certain exceptions);

the sale, lease, exchange, mortgage, pledge, transfer or other disposition to or with an interested shareholder or any affiliate or associate of the interested shareholder, of assets of the corporation or any subsidiary (i) having an aggregate market value of 10% or more of the corporation’s consolidated assets, (ii) having an aggregate market value of 10% or more of the market value of all outstanding shares of the corporation, or (iii) representing 10% or more of the earning power or net income of the corporation determined on a consolidated basis (subject to certain exceptions); or

the issuance or transfer to an interested shareholder or any affiliate or associate of the interested shareholder of 5% or more of the aggregate market value of the outstanding stock of the corporation (subject to certain exceptions).

The statute is designed to protect minority shareholders by prohibiting transactions in which an acquirer could favor itself at the expense of minority shareholders. The statute’s prohibition on the issuance or transfer to an interested shareholder of 5% or more of the aggregate market value of the outstanding stock of a corporation is subject to an exemption for shares purchased pursuant to the exercise of rights offered on a pro rata basis to all shareholders, such as this rights offering.

Bylaws

Certain provisions of our corporate bylaws could have anti-takeover effects. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our corporate policies formulated by our Board of Directors. In addition, these provisions also are intended to ensure that our Board of Directors will have sufficient time to act in what our Board of Directors believes to be in the best interests of us and our shareholders. However, these provisions could delay or frustrate the removal of incumbent directors or the assumption of control of us by the holder of a large block of common stock, and could also discourage or make more difficult a merger, tender offer, or proxy contest, even if such event would be favorable to the interest of our shareholders. These provisions are summarized below.

Advance Notice Provisions for Raising Business or Nominating Directors. Sections 3.3 and 3.6 of our bylaws contain advance-notice provisions relating to the ability of shareholders to raise business at a shareholder meeting and make nominations for directors to serve on our Board of Directors. These advance-notice provisions generally require shareholders to raise business within a specified period of time prior to a meeting in order for the business to be properly brought before the meeting. Similarly, our bylaws prescribe the timing of submissions for nominations to our Board of Directors and the certain of factual and background information respecting the nominee and the shareholder making the nomination.

Limited Shareholder Action in Writing. Our bylaws provide that shareholder action can be taken only at an annual or special meeting of shareholders and cannot be taken by written consent in lieu of a meeting by fewer than all shareholders entitled to vote. This provision is consistent with the Minnesota Business Corporation Act, which does not allow for fewer than all shareholders of a public corporation to take action other than at an actual meeting of the shareholders.

Number of Directors and Vacancies. Our bylaws provide that the number of directors shall be determined from time to time by a vote of shareholders; provided, that the number of directors comprising the board may be increased (but not decreased) by a majority of the directors then serving on the board. The bylaws also provide that our board has the exclusive right, except as may be provided in the terms of any series of preferred stock created by resolutions of the board, to fill vacancies, including vacancies created by any decision of our board to increase the number of directors serving.

Articles of Incorporation – Blank-Check Preferred Stock Power

Under our Articles of Incorporation, our board has the authority to fix by resolution the terms and conditions of one or more series of preferred stock and provide by resolution for the issuance of shares of such series.

We believe that the availability of our preferred stock, in each case issuable in series, and additional shares of common stock ~~offered hereby~~could facilitate certain financings and acquisitions and provide a means for meeting other corporate needs which might arise. The authorized shares of our preferred stock, as well as authorized but unissued shares of common stock, will be ~~passed upon~~available for usissuance without further action by our shareholders, unless shareholder action is required by applicable law or the rules of any stock exchange on which any series of our stock may then be listed, or except as may be provided in the terms of any preferred stock created by resolution of our board.

These provisions give our board the power to approve the issuance of a series of preferred stock, or additional shares of common stock, that could, depending on its terms, either impede or facilitate the completion of a merger, tender offer or other takeover attempt. For example, the issuance of new shares of preferred stock might impede a business combination if the terms of those shares include voting rights which would enable a holder to block business combinations or, alternatively, might facilitate a business combination if those shares have general voting rights sufficient to cause an applicable percentage vote requirement to be satisfied.

PLAN OF DISTRIBUTION

As soon as practicable after the record date for the rights offering, we will distribute the rights, rights certificates, and copies of this prospectus to individuals who owned shares of our capital stock on October 8, 2012. If you wish to exercise your rights and purchase shares of common stock, you should complete the rights certificate and return it by mail, hand, express mail, courier or other expedited service, together with payment for the shares, to the subscription agent at the following address:

Corporate Stock Transfer, Inc.

3200 Cherry Creek South Drive, Suite 430

Denver, Colorado 80209

For more information, see the section of this prospectus entitled “The Rights Offering.” If you have any questions, you should contact Maslon Edelman Borman & Brand, LLP, ~~Minneapolis, Minnesota.~~

~~EXPERTS~~

Attn: Paul Chestovich, at (612) 672-8305.

We do not know of any existing agreements between any shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the common stock underlying the rights.

DISCLOSURE OF COMMISSION POSITION

ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation and our corporate bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by Minnesota law. In addition, and as permitted by Minnesota law, our Articles of Incorporation provide that no director will be liable to us or our shareholders for monetary damages for breach of certain fiduciary duties as a director. The ~~consolidated financial statements~~effect of ~~URON~~this provision is to restrict our rights and the rights of our shareholders in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties as a director, except that a director will be personally liable for:

any breach of his or her duty of loyalty to us or our shareholders;

acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;

the payment of an improper dividend or an improper repurchase of our stock in violation of Minnesota law or in violation of federal or state securities laws; or

any transaction from which the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the ~~years ended December 31, 2007~~Securities Act of 1933 may be permitted to our directors, officers and ~~December 31, 2006, included in this prospectus,~~controlling persons, we have been ~~audited by Lurie Besikof Lapidus & Company, LLP, independent registered~~advised that in the opinion of the SEC such indemnification is against public ~~accounting firm,~~policy as ~~stated~~expressed in ~~their report appearing herein,~~the Securities Act and ~~are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.~~is therefore unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We ~~have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules,~~file annual, quarterly and amendments to the registration statement) under the Securities Act, with respect to the shares of our common stock offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to us and the shares of our common stock to be sold in this offering, we refer you to the registration statement (SEC File No. 333-_______). Statements contained in this prospectus as to the contents of any contract, agreement or other document to which we make reference are not necessarily complete. In each instance, we refer you to the copy of such contract, agreement or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by the more complete description of the matter involved.

~~We are currently subject to the reporting and information requirements of the Securities Exchange Act of 1934, and, as a result, we are required to file periodic and current~~special reports, proxy statements and other information with the SEC. Our SEC filings, including the registration statement and exhibits, are available to the public at the SEC’s website athttp://www.sec.gov. You may also read and copy ~~this information~~any document we file at the SEC’s Public Reference Room ~~of the SEC located~~ at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at ~~1-800-SEC-0330~~(800) SEC-0330 for ~~further~~ information on the ~~operation~~operating rules and procedures for the public reference room.

We maintain an Internet site athttp://www.westerncapitalresources.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

This prospectus does not contain all of the ~~Public Reference Room. Copies of all or any part~~information included in the registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement, including its exhibits and schedules, which may be obtained from the SEC’s offices upon payment of fees prescribed by the SEC. The SEC maintains an internet site that contains periodic and current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address offound at the SEC’s website is ~~http://www.sec.gov~~.

~~URON Inc.~~

~~Index~~referenced above. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any contract, agreement or any other document referred to ~~Consolidated Financial Statements~~are not necessarily complete. Please refer to the actual exhibit for a more complete description of the matters involved.

Any questions you may have regarding the rights offering or requests for additional copies of documents may be directed to Maslon Edelman Borman & Brand, LLP, Attn: Paul Chestovich at (612) 672-8305, Monday through Friday (except bank holidays), between 9:00 a.m. and ~~Information~~

5:00 p.m., Minneapolis time.

LEGAL MATTERS

The validity of the subscription rights and the shares of common stock offered by this prospectus have been passed upon for us by Maslon Edelman Borman & Brand, LLP of Minneapolis, Minnesota.

EXPERTS

The consolidated financial statements of Western Capital Resources, Inc. and its subsidiaries as of and for the years ended December 31, 2011 and 2010, included in this prospectus and in the related registration statement, have been audited by Lurie Besikof Lapidus LLP, an independent registered public accounting firm. As indicated in their report with respect thereto, these consolidated financial statements are included in this prospectus in reliance upon the authority of such firm as experts in auditing and accounting, with respect to such report.

FINANCIAL INFORMATION

Western Capital Resources, Inc.

	Page	No.
Report of Independent Registered Public Accounting Firm		~~F-1~~

~~Audited financial Statements~~			F-2
Consolidated Balance Sheets – as of December 31, ~~2007~~2011 and ~~2006~~2010		~~F-2~~	F-3
Consolidated Statements of ~~Operations –~~Income for the years ended December 31, ~~2007~~2011 and ~~2006~~2010		~~F-3~~	F-4
Consolidated Statements of ~~Shareholders’~~Changes in Shareholder Equity – for the years ended December 31, ~~2007~~2011 and ~~2006~~2010		~~F-4~~	F-5
Consolidated Statements of Cash ~~Flow –~~Flows for the years ended December 31, ~~2007~~2011 and ~~2006~~2010		~~F-5~~	F-6
Notes to Consolidated Financial Statements	F-7
	~~F-7~~

Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	F-20
Condensed Consolidated Statements of Income for the periods ended June 30, 2012 and 2011	F-21
Condensed Consolidated Statements of Cash Flows for the periods ended June 30, 2012 and 2011	F-22
Notes to Condensed Consolidated Financial Statements	F-23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS

Board of Directors

~~URON~~

Western Capital Resources, Inc.

~~Council Bluffs, Iowa~~

Omaha, Nebraska

We have audited the accompanying consolidated balance sheets of ~~URON~~Western Capital Resources, Inc. and ~~Subsidiary~~Subsidiaries as of December 31, ~~2007~~2011 and ~~2006,~~2010, and the related consolidated statements of income, ~~stockholders’~~shareholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~URON~~Western Capital Resources, Inc. and ~~Subsidiary~~Subsidiaries as of December 31, ~~2007~~2011 and ~~2006,~~2010 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Minneapolis, Minnesota

/s/Lurie Besikof Lapidus & Company, LLP

March 30, 2012

F-2

~~Minneapolis, Minnesota~~

~~April 2, 2008~~

~~F-1~~

~~URON~~

WESTERN CAPITAL RESOURCES, INC. AND ~~SUBSIDIARY~~

SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31,
ASSETS 2007 2006
CURRENT ASSETS
Cash
$ 984,625 $ 1,265,460
Loans receivable, less allowance for doubtful
accounts of $976,000 and $762,000
4,117,497 3,884,807
Stock subscriptions receivable, subsequently collected
4,422,300 -
Prepaid expenses and other
92,333 166,988
Deferred income taxes
526,000 394,000
TOTAL CURRENT ASSETS
10,142,755 5,711,255

PROPERTY AND EQUIPMENT 631,736 656,606

GOODWILL 9,883,659 9,883,659

INTANGIBLE ASSETS 90,926 227,333

OTHER 167,000 -

TOTAL ASSETS
$ 20,916,076 $ 16,478,853

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$ 1,908,844 $ 496,769
Accounts payable - related parties
950,935 -
Deferred revenue
262,357 250,133
Notes payable
- 530,000
TOTAL CURRENT LIABILITIES
3,122,136 1,276,902

DEFERRED INCOME TAXES 545,000 675,000

TOTAL LIABILITIES
3,667,136 1,951,902

STOCKHOLDERS’ EQUITY
Series A convertible preferred stock, 10% cumulative dividends,
$0.01 par value, $2.10 stated value, 10,000,000 shares authorized,
issued and outstanding
100,000 100,000
Common stock, no par value, 10,000,000 shares authorized,
6,299,753 and 1,125,000 shares issued and outstanding

Additional paid-in capital
17,639,318 13,358,158
Retained earnings (deficit)
(490,378 ) 1,068,793
17,248,940 14,526,951

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 20,916,076 $ 16,478,853

	December 31,
	2011			2010

ASSETS

CURRENT ASSETS
Cash	$	1,909,442		$	2,092,386
Loans receivable (less allowance for losses of $1,001,000 and $1,165,000)		4,887,813			4,743,906
Inventory		756,528			502,415
Prepaid expenses and other		451,751			152,736
Deferred income taxes		413,000			467,000
TOTAL CURRENT ASSETS		8,418,534			7,958,443

PROPERTY AND EQUIPMENT		757,747			824,102

GOODWILL		12,393,869			11,458,744

INTANGIBLE ASSETS		309,552			434,413

OTHER		142,074			95,180

TOTAL ASSETS	$	22,021,776		$	20,770,882

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,323,730		$	1,477,607
Income tax payable		-			435,670
Note payable – short-term		1,000,000			2,000,000
Current portion long-term debt		695,123			769,330
Preferred dividend payable		3,550,000			1,450,000
Deferred revenue		314,561			320,021
TOTAL CURRENT LIABILITIES		7,883,414			6,452,628

LONG-TERM LIABILITIES
Note payable – long-term		1,210,065			905,188
Deferred income taxes		530,000			350,000
TOTAL LONG-TERM LIABILITIES		1,740,065			1,255,188

TOTAL LIABILITIES		9,623,479			7,707,816

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, 7,446,007 and 7,446,007 shares issued and outstanding		-			-
Additional paid-in capital		18,221,777			18,221,777
Accumulated deficit		(5,923,480	)		(5,258,711	)
TOTAL SHAREHOLDERS’ EQUITY		12,398,297			13,063,066

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	22,021,776		$	20,770,882

See notes to consolidated financial statements.

F-3

~~F-2~~

~~URON~~

WESTERN CAPITAL RESOURCES, INC. AND ~~SUBSIDIARY~~

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31,
2007 2006

REVENUES
Loan fees
$ 9,104,545 $ 6,898,554
Check cashing fees
1,333,123 817,379
Guaranteed phone/Cricket fees
749,475 889,778
Other fees
159,381 114,127
11,346,524 8,719,838

OPERATING EXPENSES
Salaries and benefits
3,747,347 2,978,298
Provisions for loan losses
1,484,754 878,469
Guaranteed phone/Cricket
442,845 592,283
Occupancy
783,173 454,681
Advertising
421,265 376,077
Depreciation
140,638 111,320
Amortization of intangible assets
136,407 136,405
Stock-based compensation expense
460,000 -
Merger transaction expenses
1,391,024 -
General, administrative and other
1,407,827 992,444
10,415,280 6,519,977

INCOME FROM OPERATIONS 931,244 2,199,861

INCOME TAX EXPENSE 904,000 829,000

NET INCOME 27,244 1,370,861

ASSUMED SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (2,100,000 ) (2,100,000 )

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (2,072,756 ) $ (729,139 )

NET LOSS PER COMMON SHARE -
Basic and diluted
$ (1.82 ) $ (0.65 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted
1,139,177 1,125,000

	Year ended December 31,
	2011			2010
REVENUES
Payday loan fees	$	9,663,130		$	10,607,136
Phones and accessories		4,585,584			4,094,049
Cricket service fees		3,741,495			1,419,446
Installment interest income		538,273			-
Check cashing fees		682,094			739,733
Other income and fees		277,344			1,118,083
		19,487,920			17,978,447

STORE EXPENSES
Salaries and benefits		4,702,051			4,573,346
Provisions for loan losses		1,396,724			1,279,547
Phone and accessories cost of sales		2,857,294			1,706,160
Occupancy		1,686,373			1,852,279
Advertising		333,453			363,171
Depreciation		275,389			280,250
Amortization of intangible assets		435,861			517,656
Other		2,417,441			2,327,611
		14,104,586			12,900,020

INCOME FROM STORES		5,383,334			5,078,427

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits		1,735,686			1,527,797
Depreciation		23,741			17,677
Interest expense		290,913			405,249
Other		1,014,763			1,026,763
		3,065,103			2,977,486

INCOME BEFORE INCOME TAXES		2,318,231			2,100,941

INCOME TAX EXPENSE		883,000			752,000

NET INCOME		1,435,231			1,348,941

SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumes all paid)		(2,100,000	)		(2,100,000	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(664,769	)	$	(751,059	)

NET LOSS PER COMMON SHARE -
Basic and diluted	$	(0.09	)	$	(0.10	)

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING -
Basic and diluted		7,446,007			7,584,637

See notes to consolidated financial statements.

F-4

~~F-3~~

~~URON~~

WESTERN CAPITAL RESOURCES, INC. AND ~~SUBSIDIARY~~

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~SHAREHOLDERS’ EQUITY

Series A

Convertible

Common

Additional

Preferred Stock

Stock

Paid-In

Retained

Stockholders’

Shares

Amount

Shares

Amount

Capital

Earnings

Equity
BALANCE - December 31, 2005 10,000,000 $ 100,000 1,125,000 $ - $ 9,158,158 $ 607,074 $ 9,865,232

Equity contribution
- - - - 4,200,000 - 4,200,000
Dividends
- - - - - (909,142 ) (909,142 )
Net income
- - - - - 1,370,861 1,370,861

BALANCE - December 31, 2006 10,000,000 100,000 1,125,000 - 13,358,158 1,068,793 14,526,951

Common stock issued, net of $347,995 costs
- - 4,403,544 - 4,150,005 - 4,150,005
Stock-based compensation
- - - - 460,000 - 460,000
Reverse Merger Transaction:

Previously issued URON Inc. stock
- - 771,209 - 369,919 (419,919 ) (50,000 )
Elimination of accumulated deficit
- - - - (419,919 ) 419,919 -
Return of capital to WERCS
- - - - (278,845 ) - (278,845 )
Dividends
- - - - - (1,586,415 ) (1,586,415 )
Net income
- - - - - 27,244 27,244

BALANCE - December 31, 2007 10,000,000 $ 100,000 6,299,753 $ - $ 17,639,318 $ (490,378 ) $ 17,248,940

	Series A Convertible Preferred Stock				Common Stock					Additional Paid-In			Retained			Shareholders’
	Shares		Amount		Shares			Amount		Capital			Deficit			Equity
BALANCE - December 31, 2009		10,000,000	$	100,000		7,996,007		$	-	$	18,478,337		$	(4,676,212	)	$	13,902,125

Shares retired		-		-		(550,000	)		-		(256,560	)		168,560			(88,000	)
Dividends		-		-		-			-		-			(2,100,000	)		(2,100,000	)
Net income		-		-		-			-		-			1,348,941			1,348,941
BALANCE - December 31, 2010		10,000,000		100,000		7,446,007			-		18,221,777			(5,258,711	)		13,063,066

Dividends		-		-		-			-		-			(2,100,000	)		(2,100,000	)
Net income		-		-		-			-		-			1,435,231			1,435,231
BALANCE - December 31, 2011		10,000,000	$	100,000		7,446,007		$	-	$	18,221,777		$	(5,923,480	)	$	12,398,297

See notes to consolidated financial statements.

F-5

~~F-4~~

~~URON~~

WESTERN CAPITAL RESOURCES, INC. AND ~~SUBSIDIARY~~

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,
2007 2006
OPERATING ACTIVITIES
Net income
$ 27,244 $ 1,370,861
Adjustments to reconcile net income to net cash provided by
operating activities:

Stock-based compensation
460,000 -
Depreciation
140,638 111,320
Amortization of intangible assets
136,407 136,405
Deferred income taxes
(262,000 ) 198,000
Loss on disposal of property and equipment
25,979 -
Changes in operating assets and liabilities:

Loans receivable
(224,722 ) (11,940 )
Prepaid expenses and other
74,655 (88,405 )
Accounts payable and accrued liabilities
1,519,170 758,813
Deferred revenue
12,224 79,054
Net cash provided by operating activities
1,909,595 2,554,108

INVESTING ACTIVITIES
Purchases of property and equipment
(140,747 ) (219,355 )
Acquisition of stores, net of cash acquired
(8,968 ) (5,285,163 )
Net cash used by investing activities
(149,715 ) (5,504,518 )

FINANCING ACTIVITIES
Payments on notes payable
(530,000 ) -
Stock sales and equity contribution
75,700 4,200,000
Dividends
(1,586,415 ) (909,142 )
Net cash provided (used) by financing activities
(2,040,715 ) 3,290,858

NET INCREASE (DECREASE) IN CASH (280,835 ) 340,448

CASH
Beginning of year
1,265,460 925,012

End of year
$ 984,625 $ 1,265,460

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid (primarily to WERCS) for income taxes
$ 1,176,044 $ 620,956

Noncash investing and financing activities:

Stock sold on subscriptions - uncollected
$ 4,422,300 $ -
Cost of raised capital in accounts payable
347,995 -
Return of capital to WERCS in accounts payable
278,845 -
Other assets in accounts payable
167,000 -
Reverse merger of URON Inc.
50,000 -

	Year Ended December 31,
	2011			2010
OPERATING ACTIVITIES
Net Income	$	1,435,231		$	1,348,941
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		299,130			297,927
Amortization		435,861			517,656
Shares received for reimbursement of expenses		-			(88,000	)
Deferred income taxes		234,000			119,000
Loss on disposal of property and equipment		28,172			57,650
Changes in operating assets and liabilities:
Loans receivable		(100,876	)		131,964
Inventory		(254,113	)		(128,557	)
Prepaid expenses and other assets		(334,283	)		97,944
Accounts payable and accrued liabilities		411,453			414,515
Deferred revenue		(5,460	)		(25,805	)
Net cash provided by operating activities		2,149,115			2,743,235

INVESTING ACTIVITIES
Purchases of property and equipment		(145,947	)		(103,964	)
Acquisition of stores, net of cash acquired		(1,416,782	)		-
Net cash used by investing activities		(1,562,729	)		(103,964	)

FINANCING ACTIVITIES
Net advances on notes payable		-			205,628
Payments on notes payable – long-term		(769,330	)		(629,075	)
Dividends		-			(1,650,000	)
Net cash used by financing activities		(769,330	)		(2,073,447	)

NET INCREASE (DECREASE) IN CASH		(182,944	)		565,824

CASH
Beginning of year		2,092,386			1,526,562
End of year	$	1,909,442		$	2,092,386

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Income taxes paid	$	1,094,468		$	343,103
Interest paid	$	290,954		$	401,594

Noncash investing and financing activities:
Refinancing of note payable – short-term	$	-		$	1,636,044

See notes to consolidated financial statements.

F-6

~~F-5~~

~~URON~~

WESTERN CAPITAL RESOURCES, INC. AND ~~SUBSIDIARY~~

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nature of Business/ Basis of Presentation

~~URON~~

Western Capital Resources, Inc. ~~(URON)~~(WCR) through its wholly owned operating ~~subsidiary,~~subsidiaries, Wyoming Financial Lenders, Inc. (WFL) and PQH, Inc. (PQH), collectively referred to as the Company, provides retail financial services and retail cellular phone sales to individuals primarily in the Midwestern United States. ~~These services include non-recourse cash advance loans, check cashing and other money services.~~ The ~~Company also is a non-recourse reseller of guaranteed phone service and Cricket cellular phones. As of December 31, 2007, the~~ Company operated 52 “Payday” stores in 10nine states ~~(Nebraska, Wyoming, Utah,~~(Colorado, Iowa, Kansas, Nebraska, North Dakota, South Dakota, ~~Kansas,~~Utah, Wisconsin ~~Montana~~ and ~~Colorado). As~~Wyoming) as of December 31, ~~2006,~~2011 and 51 “Payday” stores in 2010. The Company operated ~~in 55~~45 Cricket wireless retail stores in ~~10 states.~~13 states (Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon and Texas) as of December 31, 2011 and 31 Cricket wireless retail stores in eight states (Illinois, Indiana, Iowa, Kansas, Maryland, Missouri, Nebraska and Texas) as of December 31, 2010. The consolidated financial statements include the accounts of ~~URON~~WCR, WFL, and ~~WFL.~~PQH. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company, through its “payday” division, provides non-recourse cash advance and installment loans, check cashing and other money services. The short-term consumer loans, known as cash advance loans 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 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 ~~$20~~$22 per each $100 borrowed. To repay ~~the~~a cash advance ~~loans, customers~~loan, a customer may pay with cash, in which case their personal check is returned to them, ~~allowing their~~or allow the check to be presented to the bank for ~~collection, or by ACH direct payment.~~

collection. Installment loans provide customers with cash in exchange for a promissory note with a maturity of generally three to six months and are unsecured. The fee and interest rate on installment loans vary based on applicable regulations.

The Company also provides title loans and other ancillary consumer financial products and services that are complementary to its 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 ~~also offer guaranteed phone/Cricket™ phones to~~display our ~~customers.~~

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) ~~and~~, federal regulations and local regulations, where applicable.

~~Pursuant to an Agreement~~

The Company also operates a Cricket Wireless Retail division that is a premier dealer for Cricket Wireless, Inc. reselling cellular phones and ~~Plan of Merger~~accessories and Reorganization dated December 13, 2007 (Merger Agreement), by and among URON, WFL Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the URON, and WFL, WFL Acquisition Corp. merged with and into WFL, with WFL remaining as the surviving entity and a wholly owned operating subsidiary of the URON. This transaction is referred to throughout this report as the “Merger” (Note 2).

As a result of the Merger, WERCS, a Wyoming corporation and the former sole stockholder of WFL, received: (i) 1,125,000 shares of the URON’s common stock, and (ii) 10,000,000 shares of Series A Convertible Preferred Stock. On an aggregate and as-if-converted basis, WERCS received 11,125,000 common shares representing approximately 68% of the Company’s outstanding common stock after the Merger. In addition, WERCS received a $278,845 return of capital for excess assets at the Merger date as defined in the Merger Agreement.

~~(continued)~~

~~F-6~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

1.	~~Nature of Business and Summary of Significant Accounting Policies - (continued)~~

~~Nature of Business/ Basis of Presentation~~ ~~- (continued)~~

The consolidated financial statements account for the Merger as a capital transaction in substance (and not a business combination of two operating entities) that would be equivalent to WFL issuing securities to URON in exchange for the net monetary liabilities of URON, accompanied by a recapitalization and, as a result, no goodwill relating to the Merger has been recorded.

Prior to the Merger, URON effected a 1-for-10 share combination (i.e., reverse stock split) of its capital stock, and corresponding reduction in the number of shares of authorized capital, effective as of December 27, 2007. All share and per share information included in these consolidated financial statements give effect for the 1-for-10 share combination.

accepting service payments from Cricket customers.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect certain reported amounts and disclosures in the 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 ~~allowance for~~ loans receivable allowance, allocation of and carrying value of goodwill and intangible assets, ~~value associated with stock-based compensation,~~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 records ~~fees derived~~revenue from check cashing ~~guaranteed phone/Cricket~~ fees, sales of phones, and accessories and fees from all other services in the period in which the sale or service is ~~provided.~~completed.

F-7

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loans Receivable Allowance

~~In addition~~

We maintain a loan loss allowance for anticipated losses for our payday, installment and title loans. To estimate the appropriate level of the loan loss allowance, we consider the amount of outstanding loans owed to us, historical loans charged off, current and expected collection patterns and current economic trends. Our current loan loss allowance is based on our net write offs, typically expressed as a percentage of loan amounts originated for the last 24 months applied against the principal balance of outstanding loans that we write off. The Company also periodically performs a look-back analysis on its loan loss allowance to verify the historical allowance established tracks with the actual subsequent loan write-offs and recoveries. The Company is aware that as conditions change, it may also need to make additional allowances in future periods.

Included in loans receivable are payday loans that are currently due ~~loans receivable also include cash advance~~or past due and payday loans that have not been ~~repaid,~~repaid. This generally is evidenced where ~~the~~a customer’s personal check has been deposited and the check has been returned due to non-sufficient funds in the customer’s account, a closed ~~accounts,~~account, or other reasons. Also included in loans receivable are current and delinquent installment and title loans. Loans ~~receivable~~ are carried at cost less the ~~allowance for doubtful accounts.~~

loans receivable allowance. The Company does not specifically reserve for any individual loan. The Company aggregates ~~cash advance loans~~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.

~~(continued)~~

~~F-7~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

1.	~~Nature of Business and Summary of Significant Accounting Policies - (continued)~~

~~Loans Receivable~~ ~~- (continued)~~

~~When~~ The Company utilizes a ~~bank returns~~software program to assist with the tracking of its historical portfolio statistics. As a ~~customer’s~~result of the Company’s collection efforts, it historically writes off approximately 42% of the returned items. Based on days past the check return date, write-offs of returned items historically have tracked at the ~~account is recognized as a returned item receivable~~following approximately percentages: 1 to 30 days – 42%; 31 to 60 days – 66%; 61 to 90 days – 82%; 91 to 120 days – 88%; and ~~is included in loans receivable.~~121 to 180 days – 90%. All returned items are ~~charged off~~charged-off after 180 days, as collections after that date ~~are~~have not been significant. ~~Returned items~~The loans receivable ~~net~~allowance is reviewed monthly and any adjustment to the loan loss allowance as a result of ~~allowances, were approximately $375,000~~historical loan performance, current and ~~$298,000 at~~expected collection patterns and current economic trends is recorded.

At December 31, ~~2007~~2011 and ~~2006,~~2010 our outstanding loans receivable aging was as follows:

	Payday and Title Loans						Installment Loans						Total
	December 31						December 31						December 31
	2011			2010			2011			2010			2011			2010
current	$	4,373,000		$	4,398,000		$	253,000		$	144,000		$	4,626,000		$	4,542,000
1-30		213,000			276,000			84,000			-			297,000			276,000
31-60		189,000			234,000			31,000			-			220,000			234,000
61-90		186,000			209,000			37,000			-			223,000			209,000
91-120		171,000			220,000			-			-			171,000			220,000
121-150		189,000			227,000			-			-			189,000			227,000
151-180		163,000			201,000			-			-			163,000			201,000
		5,484,000			5,765,000			405,000			144,000			5,889,000			5,909,000
Allowance for losses		(942,000	)		(1,161,000	)		(59,000	)		(4,000	)		(1,001,000	)		(1,165,000	)
	$	4,542,000		$	4,604,000		$	346,000		$	140,000		$	4,888,000		$	4,744,000

A rollforward of the Company’s loans receivable allowance for the years ended December 31, 2011 and 2010 is as follows:

	Year Ended December 31,
	2011			2010
Loans receivable allowance, beginning of year	$	1,165,000		$	1,237,000
Provision for loan losses charged to expense		1,397,000			1,280,000
Charge-offs, net		(1,561,000	)		(1,352,000	)
Loans receivable allowance, end of year	$	1,001,000		$	1,165,000

Inventory

Inventory, consisting of phones and accessories, is stated at cost, determined on the specific identification and a first-in, first-out basis, respectively.

F-8

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the related assets. Useful lives generally range from five to seven years for furniture, equipment, and vehicles. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the related assets or the leases term, and this amortization is included with depreciation.

Goodwill

Goodwill represents the excess of cost over the fair value of net assets acquired using purchase accounting and is not amortized.

Intangible Assets

Customer relationships represent the fair values management assigned to relationships with customers acquired through business acquisitions and is amortized over three ~~years.~~

years on an accelerated basis based on management’s estimates of attrition of the acquired customers.

Long- Lived Assets

~~Goodwill is reviewed, at least annually, for impairment. Property~~

The Company assesses the possibility of impairment of long-lived and ~~equipment and customer relationships are reviewed for impairment when~~intangible assets whenever events or changes in circumstances indicate that the carrying ~~amounts~~value may not be recoverable. AnFactors that could trigger an impairment ~~loss~~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 events or trends. In addition, we conduct an annual goodwill impairment test as of October 1 each year. We assess our goodwill for impairment at the reporting unit level by applying a fair value test. This fair value test involves a two-step process. The first step is ~~recognized when~~to compare the carrying value of our net assets to our fair value. If the fair value is determined to be less than the carrying value, a second step is performed to measure the amount of the ~~asset~~impairment, if any.

net assets and related goodwill, an impairment test is performed to measure and recognize the amount of the impairment loss, if any. There were no impairment charges recorded in 2011 or 2010.

Concentrations of Credit Risk

Financial instruments ~~which~~that potentially subject the Company to concentrations of credit risk consist of cash and loans receivable. The Company’s cash is placed with high quality financial institutions. From time to time, cash balances exceed federally insured limits. The Company has not experienced any significant losses with respect to its cash. Loans receivable, while concentrated in geographical areas, are dispersed among numerous customers.

~~(continued)~~

~~F-8~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

1.	~~Nature of Business and Summary of Significant Accounting Policies - (continued)~~

Income Taxes

Deferred income taxes reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts, based on enacted tax laws and statutory tax rates applicable in the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents taxes paid or payable for the current year and changes during the year in deferred tax assets and liabilities.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the year. Diluted net loss per common share is computed by dividing the net loss available to common shareholders’ by the sum of the weighted average number of common shares outstanding plus potentially dilutive common share equivalents ~~(stock options, stock warrants, convertible~~(convertible preferred shares) when dilutive. The ~~following~~10 million shares of potentially dilutive ~~securities~~Series A Convertible Preferred Stock outstanding at December 31, 2011 and 2010 were anti-dilutive and therefore excluded from the dilutive net loss per share computation:

F-9



~~Series A Convertible Preferred Stock~~			~~10,000,000~~
~~Stock options (issued in 2007)~~			~~1,575,000~~
~~Stock warrants (issued in 2007)~~			~~425,000~~

			~~12,000,000~~

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended December 31,
	2011		2010
Series A Convertible Preferred Stock		10,000,000		10,000,000

Fair Value of Financial Instruments

The amounts reported in the balance sheets for cash, loans receivable, ~~stock subscriptions receivable notes payable,~~inventory, and accounts payable are short-term in nature and their carrying values approximate fair values.

The amounts reported in the balance sheets for notes payable are both long-term and short-term and their carrying value approximates fair value.

Recent Accounting Pronouncements

In ~~September 2006,~~July 2010, the Financial Accounting Standards Board (FASB) issued ~~Statement~~Accounting Standards Update (ASU) No. 2010-20 ”Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU 2010-20 requires extensive new disclosures about financing receivables, including credit risk exposures and the allowance for credit losses. For public entities, ASU 2010-20 disclosures of period-end balances are effective for interim or annual reporting periods ending on or after June 15, 2011, as updated by ASU 2011-01. Disclosures related to activity that occurs during the reporting period are required for interim and annual reporting periods beginning on or after December 15, 2010. The Company adopted this standard with no material impact on its consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04 “Fair Value Measurement (Topic820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU 2011-04 results in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. For public entities, ASU 2011-04 is effective for interim or annual reporting periods ending on or after December 15, 2011. We are assessing the impact of ASU 2011-04 on our consolidated financial statements.

In September 2011, the Financial Accounting Standards ~~(SFAS)~~Board (FASB) issued Accounting Standards Update (ASU) No. ~~157, “Fair Value Measurements (as amended),~~2011-08 “Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment.” ~~which defines fair value, establishes~~ ASU 2011-08 allows an entity the option to make a ~~framework~~qualitative evaluation about the likelihood of goodwill impairment to determine whether it should perform additional steps to determine if there is goodwill impairment. The amendments are effective for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and therefore, does not expand the use of fair value in any new circumstances. The effective date of this standard was for all full fiscalannual and interim periods beginning after November 15, 2007. On December 14, 2007, the FASB issued Staff Position FAS 157-b, which deferred the effective date of SFAS No. 157 for one year, as it relates to nonfinancial assets and liabilities. The Company is evaluating the impact the adoption of SFAS No. 157 will have on our financial position or results of operations.

~~(continued)~~

~~F-9~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

1.	~~Nature of Business and Summary of Significant Accounting Policies - (continued)~~

~~Recent Accounting Pronouncements~~ ~~- (continued)~~

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities (as amended), Including an Amendment of FASB Statement No. 115,” which permits entities to measure eligible financial assets, financial liabilities and firm commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other generally accepted accounting principles. The fair value measurement election is irrevocable and subsequent changes in fair value must be recorded in earnings. SFAS No. 159 will be effective for the Company beginning in fiscal 2008. The Company is evaluating the impact the adoption of SFAS No. 159 will have on our financial position or results of operations.

In December 2007, FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141R significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development and restructuring costs. In addition, under SFAS No. 141R, changes in an acquired entity’s deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. SFAS No. 141R is effectivegoodwill tests performed for fiscal years beginning after December 15, ~~2008. This standard will change our accounting treatment for business combinations on a prospective basis.~~

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interest and classified as a component of equity. This new consolidation method significantly changes the accounting for transactions with minority interests holders. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. We are evaluating the impact the2011, early adoption being permitted. The adoption of ~~SFAS No. 160 will~~ASU 2011-08 is not expected to have an impact on our consolidated financial ~~position or result of operations.~~statements.

~~Merger -~~Acquisitions/Dispositions –

~~The following is a summary of the significant Merger-related transactions:~~

In contemplation of the Merger, URON entered into a subscription agreement with the Company’s Chief Executive Officer (CEO). Under the agreement, the CEO purchased 1,071,875 shares of URON common stock for an aggregate purchase price of $500,000. At December 31, 2007, the purchase price was included in subscriptions receivable and has since been collected.

In contemplation of the Merger, URON entered into various stock option agreements with executive and non-executive management personnel. In addition, URON granted stock warrants to certain other parties. In total, URON granted stock options and warrants to eleven parties, to purchase an aggregate of 1,600,000 shares of common stock at the per-share price of $0.01. These options and warrants include 550,000 issued to the Company’s Chief Financial Officer (CFO) and 400,000 issued to the Company’s Chief Operating Officer (COO).

~~(continued)~~

~~F-10~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

2.	~~Merger - (continued)~~

~~URON issued a warrant to Lantern Advisors, LLC for the purchase of up to 400,000 shares of common stock at the per-share price of $0.01 for professional services.~~

~~The Company assumed $50,000 of liabilities of URON.~~

~~The Company was responsible for certain fees to various brokers, advisors and others for expenses related to the Merger.~~

In contemplation of the Merger, URON entered into subscription agreements to sell 3,331,669 shares of its common stock for an aggregate purchase price of $3,998,000. As of December 31, 2007, $75,700 of the subscriptions receivable were collected and the remaining amount has since been collected. Expenses incurred related to the issuance of these shares were $347,995.

~~WERCS, the former sole owner of WFL common stock, received an aggregate of 1,125,000 shares of URON’s common stock and 10,000,000 shares of URON Series A Convertible Preferred Stock.~~

3.	~~Acquisitions -~~

~~In 2007 and 2006,~~2011 the Company purchased the assets of various stores in separate transactions. The aggregate purchase price totaled ~~$10,849~~$1,421,000.

In September through December 2011, the Company acquired 17 retail storefronts (Arizona (2), Colorado (2), Idaho, (1), Illinois (4), Missouri (1), Nebraska (1), Ohio (1), Oklahoma (3) and Oregon (2)) for $1,373,000. Fourteen of the storefronts were previously Cricket corporate owned stores and 3 were acquired from another Cricket dealer.

In October 2011, the Company acquired one Payday store in ~~2007 and $5,473,600~~Iowa for $48,000.

The Company made no material acquisitions in ~~2006.~~2010.

F-10

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Year Ended December 31,
2007 2006

Cash $ 1,881 $ 188,437
Loans receivable 7,968 1,274,611
Other current assets - 1,200
Property and equipment 1,000 273,148
Goodwill - 3,792,009
Current liabilities - (55,805 )

$ 10,849 $ 5,473,600

~~(continued)~~

~~F-11~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

3.	~~Acquisitions - (continued)~~

	Year Ended December 31, 2011
Cash	$	4,000
Loans receivable		43,000
Property and equipment		115,000
Intangible assets		311,000
Goodwill		935,000
Other non-current assets		12,000
Other		1,000
	$	1,421,000

The results of the operations for the acquired locations have been included in the consolidated financial statements since the date of the acquisitions. The following table presents the unaudited pro forma results of operations for the ~~years~~year ended December 31, ~~2007~~2011 and ~~2006,~~2010, as if ~~these~~the acquisitions had been consummated at the beginning of ~~each year presented.~~2010. The ~~unaudited~~ pro forma results of operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the ~~year presented~~2010 or the results which may occur in the future.

	For the Year Ended December 31,
	2011			2010
Pro forma revenue	$	25,996,000		$	25,788,000
Pro forma net loss	$	(148,100	)	$	(232,400	)
Pro forma net loss per common share – basic and diluted	$	(0.02	)	$	(0.03	)

Segment Information –

The Company has grouped its operations into two segments – Payday Operations and Cricket Wireless Retail Operations. The Payday Operations segment provides financial and ancillary services. The Cricket Wireless Retail Operations segment is a dealer for Cricket Wireless, Inc., reselling cellular phones and accessories and serving as a payment center for Cricket customers.

Segment information related to the years ended December 31, 2011 and 2010:

	For the Year Ended December 31, 2011							For the Year Ended December 31, 2010
	Payday		Cricket Wireless			Total		Payday		Cricket Wireless			Total

Revenues	$	11,211,739	$	8,276,181		$	19,487,920	$	11,753,254	$	6,225,193		$	17,978,447
Depreciation and amortization	$	151,249	$	583,742		$	734,991	$	183,186	$	632,397		$	815,583
Interest expense	$	-	$	290,913		$	290,913	$	144	$	405,105		$	405,249
Income tax expense (benefit)	$	963,000	$	(80,000	)	$	883,000	$	1,009,000	$	(257,000	)	$	752,000
Net income (loss)	$	1,575,757	$	(140,526	)	$	1,435,231	$	1,745,791	$	(396,850	)	$	1,348,941
Total segment assets	$	15,037,112	$	6,984,665		$	22,021,776	$	15,481,283	$	5,289,599		$	20,770,882
Expenditures for segmented assets	$	55,216	$	1,451,856		$	1,507,072	$	101,991	$	51,973		$	153,964

Year Ended December 31,
2007 2006
(unaudited) (unaudited)
Pro forma revenue $ 11,466,524 $ 11,466,524
Pro forma net income 51,244 1,802,580
Net loss per common share - basic and diluted (1.80 ) (0.26 )

F-11

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment -–

Property and equipment consisted of the following:

December 31,
2007 2006

Furniture and equipment $ 553,714 $ 590,275
Leasehold improvements 400,931 396,267
Vehicles 62,160 55,410
1,016,805 1,041,952
Less accumulated depreciation 385,069 385,346

$ 631,736 $ 656,606

	For the Year Ended December 31,
	2011		2010
Furniture and equipment	$	1,076,225	$	938,535
Leasehold improvements		727,570		705,909
Other		71,766		71,983
		1,875,561		1,716,427
Less accumulated depreciation		1,117,814		892,325

	$	757,747	$	824,102

Depreciation expense on all operations for the year ended December 31, 2011 and 2010 was $299,130 and $297,927, respectively.

Intangible Assets -–

Intangible assets consisted of the follows:

	For the Year Ended December 31,
	2011		2010
Customer relationships	$	4,453,912	$	4,142,912
Less accumulated amortization		4,144,360		3,708,499

	$	309,552	$	434,413

As of December 31, 2011, estimated future amortization expense for the customer relationships is as follows:

2012	$	175,000
2013		88,000
2014		47,000
	$	310,000

Note Payable – Short Term –

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

	December 31,
	2011		2010
Note payable to WERCS with interest payable monthly at the fixed rate of 12%. The note was extended to April 1, 2012, is collateralized by substantially all assets of WFL and shares of stock of WFL, and contains certain financial and compliance covenants, as defined.	$	1,000,000	$	2,000,000
	$	1,000,000	$	2,000,000

F-12

December 31,
2007 2006

Customer relationships $ 451,974 $ 451,974
Less accumulated amortization 361,048 224,641

$ 90,926 $ 227,333

~~Future amortization of intangible assets will be $90,926 in 2008.~~

~~F-12~~

~~URON~~

WESTERN CAPITAL RESOURCES, INC. AND ~~SUBSIDIARY~~

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes Payable – Long Term –

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

	December 31,
	2011			2010
Note payable (with a credit limit of $2,000,000) to River City Equity, Inc., a related party, with interest payable monthly at 12% due September 30, 2013 and upon certain events can be collateralized by substantially all assets of WCR.	$	1,000,000		$	-
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.		449,340			770,638
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.		440,499			711,140
Note payable with interest payable monthly at 7%, amortized through January 1, 2012 and collateralized by substantially all assets of select locations of PQH.		15,349			192,740
Total		1,905,188			1,674,518
Less current maturities		(695,123	)		(769,330	)
	$	1,210,065		$	905,188

Estimated repayments are as follows:

2012	$	695,123
2013		1,210,065
	$	1,905,188

Income Taxes -–

Prior to the Merger, the Company operated under an informal tax allocation agreement with WERCS, which required the Company to pay its fair share of its income taxes as if the Company were a stand-alone entity.

The Company’s provision for income taxes is as follows:

	For the Year Ended December 31,
	2011		2010
Current:
Federal	$	549,000	$	525,000
State		100,000		108,000
		649,000		633,000

Deferred:
Federal		197,000		100,000
State		37,000		19,000
		234,000		119,000

	$	883,000	$	752,000

F-13

Year Ended December 31,
2007 2006
Current:
Federal
$ 996,000 $ 539,000
State
170,000 92,000
1,166,000 631,000
Deferred:
Federal
(178,000 ) 210,000
State
(84,000 ) (12,000 )
(262,000 ) 198,000

$ 904,000 $ 829,000

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income tax assets (liabilities) are summarized as follows:

December 31,
2007 2006
Current Noncurrent Current Noncurrent
Deferred income tax assets
Allowance for loans receivable
$ 367,000 $ - $ 287,000 $ -
Deferred revenue
- - 94,000 -
Stock-based compensation
137,000 - - -
Other
22,000 - 13,000 -
526,000 - 394,000 -
Deferred income tax liabilities
Late loans receivable
- - - (366,000 )
Property and equipment
- (25,000 ) - (2,000 )
Goodwill and intangible assets
- (520,000 ) - (307,000 )
- (545,000 ) - (675,000 )

Net
$ 526,000 $ (545,000 ) $ 394,000 $ (675,000 )

~~In 2007, the Company changed its income tax reporting method of accounting for late loans receivable and deferred revenue.~~

~~(continued)~~

~~F-13~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

6.	~~Income Taxes - (continued)~~

	As of December 31,
	2011					2010
	Current		Non-Current			Current		Non-Current
Deferred income tax assets:
Allowance for loan receivable	$	380,000	$	-		$	442,000	$	-
Other		33,000		-			25,000		-
		413,000		-			467,000		-
Deferred income tax liabilities:
Property and equipment		-		(163,000	)		-		(194,000	)
Goodwill and intangible assets		-		(367,000	)		-		(156,000	)
		-		(530,000	)		-		(350,000	)

Net	$	413,000	$	(530,000	)	$	467,000	$	(350,000	)

Reconciliations from the statutory federal income tax rate to the effective income tax rate are as follows:

Year Ended December 31,
2007 2006

Income tax expense using the statutory federal rate $ 316,600 $ 747,800
State income taxes, net of federal benefit 33,800 80,100
Permanent differences, primarily merger transaction expenses 553,600 1,100

Income tax expense $ 904,000 $ 829,000

The Company adopted the provisions of FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes - an Interpretation No. 109”, on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.” As required by FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN No. 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN No. 48 did not have a material impact on the consolidated financial statements.

	For the Year Ended December 31,
	2011		2010
Income tax expense using the statutory federal rate	$	788,000	$	714,000
State income taxes, net of federal benefit		92,000		83,000
Shares received for reimbursement of expenses		-		(33,000	)
Other		3,000		(12,000	)

Income tax expense	$	883,000	$	752,000

It is the Company’s practice to recognize penalties and/or interest related to income tax matters in interest and penalties expense. As of December 31, ~~2007,~~2011 and 2010, the Company had an immaterial amount of accrued interest and penalties.

The Company is subject to income taxes in the U.S. federal jurisdiction and various states and local jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. ~~With few exceptions,~~Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the company has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Company and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Management believes it is no longer subject to ~~U.S. federal, state, or local~~ income tax examinations ~~by tax authorities~~ for ~~the~~ years ~~before 2004. The Company is not currently under examination by any taxing jurisdiction.~~

prior to 2008.

~~Stockholders’~~9.

Shareholders’ Equity -–

Capitalization

At December 31, ~~2007,~~2011, the Company’s authorized capital stock consists of ~~20,000,000~~250,000,000 shares of no par value capital stock. All shares have equal voting rights and are entitled to one vote per share.

~~(continued)~~

~~F-14~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

7.	~~Stockholders’ Equity - (continued)~~

~~Capitalization~~ ~~- (continued)~~

Of the ~~20,000,000~~250,000,000 shares of authorized capital, ~~10,000,000~~240,000,000 have been designated as common stock and 10,000,000 as Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has a 10% cumulative dividend and can be converted on a share-for-share basis into common stock. The Company has the right to redeem some or all of the Series A Convertible Preferred Stock at any time, upon 60 days notice, at ~~$3.00 per share prior to April 1, 2009, or~~ $3.50 per share, ~~afterwards,~~ plus any cumulative unpaid dividends.

F-14

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2008 Stock ~~Options~~Incentive Plan

On February 2, 2008, the Board of Directors of the Company approved and ~~Warrants~~

adopted the Company’s 2008 Stock Incentive Plan, pursuant to which an aggregated of 2,000,000 shares of common stock have been reserved for issuance. No options under this plan have been granted as of December 31, 2011.

The Company had no stock options or stock warrants were granted by the Company prior to 2007. In 2007, stock option and stock warrants were granted in connection with the Merger, became immediately exercisable with the Merger, and had a grant date fair value of $0.23. The Company intends to issue new shares upon exercise of stock option and warrants.

~~Stock options and~~ stock warrants outstanding at December 31, ~~2007, consisted~~2011.

10.

Preferred Stock Dividend –

Reconciliations of the ~~following:~~

Stock Options Stock Warrants
Exercise price $ 0.01 $ 0.01
Units outstanding 1,575,000 425,000
Remaining contractual life 1 year 1 year

~~The aggregate intrinsic value~~cumulative preferred stock dividend payable are as follows:

	As of December 31,
	2011		2010
Balance due, beginning of year	$	1,450,000	$	1,000,000
Current year preferred dividends payable		2,100,000		2,100,000
Preferred dividends paid		-		(1,650,000	)

Balance due, end of year	$	3,550,000	$	1,450,000

In addition, the Company has $525,000 of ~~all vested options and warrants~~fourth quarter unaccrued cumulative preferred dividends at December 31, ~~2007 is approximately $8 million.~~

~~Stock options~~2011 and ~~stock warrants activity for 2007 consisted of the following:~~

Stock Options Stock Warrants
Outstanding, December 31, 2006 - -
Granted 1,575,000 425,000
Exercised - -

Outstanding, December 31, 2007 1,575,000 425,000

~~The fair value of stock options~~2010 that became due and ~~stock warrants is estimated using the Black-Scholes-Merton option pricing model (using estimated value of URON) with the following weighted average assumptions:~~

payable January 15, 2012 and 2011, respectively.

~~Description~~	~~Assumption~~

~~Risk-free interest rate~~	~~3.14~~	%
~~Expected life~~	~~0.50 years~~
~~Expected volatility~~	~~247.00~~	%
~~Expected dividend rate~~	~~0.00~~	%

~~F-15~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

8.11.

Operating Lease Commitments -–

The Company leases its facilities under operating leases with terms ranging from ~~three~~month to ~~five~~month to six years, with rights to extend for additional periods. Rent expense on all operations was approximately ~~$757,000~~$1,704,000 and ~~$455,000~~$1,863,000 in ~~2007~~2011 and ~~2006~~2010, respectively. Future minimum lease payments are approximately as follows:

Year Ending December 31, Amount
2008 $ 470,000
2009 363,000
2010 219,000
2011 131,000
2012 48,000

$ 1,231,000

Year Ending December 31,	Amount
2012	$	1,411,000
2013		899,000
2014		548,000
2015		234,000
2016 and thereafter		70,000
	$	3,162,000

12.

Related Party Transactions -–

At December 31, 2007, accounts payable included approximately $401,000 payable to the Company’s CEO for reimbursement of Merger and equity transaction related costs and $550,000 payable to WERCS for merger transaction related costs and return of capital.

The Company leases two properties from an officer of the Company and another related party under operating leases, one that ~~extend~~extends through ~~2011~~October, 2016 requiring monthly lease payments of ~~$2,400.~~

$1,680 and one that extends through June, 2015 requiring monthly lease payments of $1,200.

On August 31, 2011, the Company entered into two operating leases for property owned by Ladary, Inc. Ladary, which acquired the two properties in foreclosure sales, is a corporation partially owned by the Chief Executive Officer of the Company, two directors and two employees of the management company that manages the Company’s largest shareholder. The new leases, one of which replaced an earlier lease that the Company had entered into with the prior landlord, have four-year terms, require aggregate monthly rental payments of $6,000, and are on terms and conditions substantially similar to those contained in the replaced leases.

F-15

~~10.~~

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On October 18, 2011 the Company entered into a long-term Promissory Note with River City Equity, Inc. River City Equity, Inc. is a related party due to the relationship of one of its minority shareholders to the Company’s CEO. Terms of the note are for up to $2,000,000 of principal to be loaned at a rate of 12% with interest payable on a monthly basis. The note matures and all accrued and unpaid interest and the unpaid principal is due and payable on September 30, 2013. The note includes a prepayment penalty and terms providing a security interest, under certain circumstances, in substantially all assets of the Company.

Mr. Richard Miller is the Company’s Board Chairman. Mr. Miller provides management consulting services to the Company in addition to his services as Chairman of the Board. In accordance with the consulting agreement, his compensation is $100,000 per year. He was paid $100,000 and $75,000 in 2011 and 2010, respectively, under this consulting agreement.

Rent expense to related parties for 2011 and 2010 was approximately $57,000 and $33,000, respectively.

Interest expense for 2011 and 2010 on the related party notes payable was approximately $139,000 and $176,000, respectively.

At the time of executing the credit facility with WERCS, the CEO was a non-controlling and non-affiliate (under 10%) shareholder of WERCS. As of December 31, 2010, the CEO was no longer a shareholder of WERCS.

~~Employee Savings Plan -~~13.

Stock Purchase and Sale –

On February 23, 2010, WERCS, a Wyomingcorporation (“WERCS”),entered into a definitive Stock Purchase and Sale Agreement by and between WERCS, and WCR Acquisition, Inc., a Delaware corporation, pursuant to which WERCS agreed to sell to WCR Acquisition, Inc. all shares ofcommon stock and Series A Convertible Preferred Stock of the Company owned by WERCS. The parties lateramended the Stock Purchase and Sale Agreement to substitute WCR, LLC, a Delaware limited liability company,as the buyer of Company stock from WERCS. The sale of the shares ofcommon stock and Series A Convertible Preferred Stock was consummatedonMarch 31, 2010. WCR, LLC purchased thecommon stock and the Series A Convertible Preferred Stock for aggregate consideration of approximately $4,770,000.

Since the 10,000,000 shares of Series A Convertible Preferred Stock vote on an as-converted basis (presently one-for-one) with shares of the Company’s common stock, the purchase and sale transaction effects a change in the voting control of the Company, with WCR, LLC possessing approximately 61.8% of the voting power of the Company’s shares.

14.

Employment Agreement /Management Bonus Pool –

On March 31, 2010, the Company entered into an Employment Agreement with John Quandahl, its Chief Executive Officer, Chief Operating Officer, and interim Chief Financial Officer. The Employment Agreement provides Mr. Quandahl with an annual base salary and eligibility for an annual performance-based cash bonus pool for management.

The performance-based bonus provisions permit management to receive annual bonus payments in cash based on adjusted EBITDA and other targets established by the Board of Directors annually. The Employment Agreement sets the 2011 and 2010 adjusted EBITDA target at $4 million. If the Company’s actual adjusted EBITDA performance for a particular annual period ranges from 85-100% of the established adjusted EBITDA target, the cash bonus pool will be 7.5% of adjusted EBITDA. If the Company’s actual EBITDA performance for a particular annual period exceeds 100% of the established adjusted EBITDA target, 15% of adjusted EBITDA over the established target will be added to the cash bonus pool. The cash bonus pool for 2010 is limited to 75% of the calculated annual amount due to the mid-year implementation of the agreement. The Board approved modifications to the threshold calculations for 2011 by modifying them to exclude from the capital expenditures and working capital requirement calculations the Cricket store acquisition transactions and related long-term debt. The bonus pool for 2011 is approximately $334,000. Certain targets were not achieved for 2010 due to transactions approved by the Board. The Board did, however, approve a bonus pool for management of approximately $215,000 for 2010, the amount that would have been earned under this plan had all the targets been achieved.

15.

Management and Advisory Agreement –

Effective April 1, 2010, the Company entered into a Management and Advisory Agreement with Blackstreet Capital Management, LLC (“Blackstreet”), to provide certain financial, managerial, strategic and operating advice and assistance. Blackstreet employs two of the Company’s directors and is affiliated with another entity to which a third director provides consulting services. The annual fees for this contract will be the greater of 5% of EBITDA or $300,000 (increased by 5% annually effective April 1, 2011). Management and advisory fees for 2011 and 2010 were $311,250 and $225,000, respectively.

F-16

The Company began a defined contribution retirement plan in 2007 intended to be qualified under Section 401(k) of the Internal Revenue Code. All employees are eligible to participate in the Plan after approximately one year of employment. The Plan allows each participant to make elective contributions subject to statutory limits. The Company matches employee contributions up to 100 % of the first 5% of the participating employees’ annual compensation. Company matching contributions to the Plan were approximately $32,000 in 2007.

~~11.~~

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.

Risks Inherent in the Operating Environment -–

The Company’s payday or short-term consumer loan 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. ~~If this negative characterization~~

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 ~~deferred presentment~~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 ~~advances becomes widely accepted~~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 will consolidate most federal regulation of financial services offered to consumers, ~~demand for deferred presentment cash advances could significantly decrease, which~~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. While the Bureau does not appear to have authority to make rules limiting interest rates or fees charged, the scope and extent of the Bureau’s authority will nonetheless be broad, and it is expected that the Bureau 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 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 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 ~~materially adverse~~corresponding impact on our 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 general business prospects as well if we are unable to effectively replace such revenues in a timely and efficient manner or if negative publicity effects our ability to obtain additional financing a 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 ~~Company’s financial condition.~~
fees that can be charged and when the fees may be realized. The Company continues to operate its sole store in Colorado offering short-term installment loans.

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 be allowed to renew a payday loan once, and then lenders will be required to offer a 60-day, interest free, payment plan to consumers. In 2011 we introduced an installment loan product in Wisconsin.

F-17

~~(continued)~~

~~F-16~~

~~URON~~WESTERN CAPITAL RESOURCES, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 payday loan 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.

For the years ended December 31, 2011 and 2010, the Company had significant revenues by state (shown as a percentage of applicable division’s revenue when 10% or more) as follows:

Payday Division			Cricket Wireless Division
	2011 % of Revenues	2010 % of Revenues		2011 % of Revenues	2010 % of Revenues
Nebraska	28%	28%	Missouri	25%	31%
Wyoming	15%	14%	Nebraska	18%	16%
North Dakota	18%	16%	Texas	11%	12%
Iowa	12%	12%	Indiana	22%	28%

17.

Other Expenses –

A breakout of other expense is as follows:

	For the Year Ended December 31,
	2011		2010
Store expenses
Bank fees	$	273,868	$	223,757
Collection costs		386,230		408,180
Repair and Maintenance		155,579		178,825
Supplies		248,011		167,624
Telephone		133,945		142,592
Utilities and network lines		486,355		503,703
Other		733,453		702,930
	$	2,417,441	$	2,327,611

General & administrative expenses
Professional fees	$	235,380	$	452,244
Management and consulting fees		411,250		300,000
Other		368,133		274,519
	$	1,014,763	$	1,026,763

18.

Litigation Matter –

On March 26, 2010, the Company and all of the then-current members of its Board of Directors, among others, were sued by our former Chief Financial Officer and another former member of management, Messrs. Steven Staehr and David Stueve, respectively. In that lawsuit, the plaintiffs have alleged, among other things, that our Board of Directors breached certain of their fiduciary duties primarily in connection with the sale by WERCS of its capital stock in the Company to WCR, LLC. The complaint seeks injunctive and declaratory relief and unspecified money damages. The Company believes the claims are without merit. After the filing of the lawsuit, the Company removed the lawsuit to federal court and the plaintiffs sought to remand the case back to state court. On October 26, 2010, the plaintiffs’ motion to remand the case to state court was denied by the federal court. On July 6, 2011, the U.S. District Court for the District of Minnesota granted the Company’s motion to dismiss the action brought by Messrs. Steven Staehr and David Stueve. The lawsuit was dismissed without prejudice. The Company obtained a full and complete release from Steven Staehr pursuant to a Stock Redemption Agreement entered into on March 1, 2012, effective as of February 28, 2012. The redemption transaction contemplated by the agreement was consummated on March 12, 2012.

F-18

~~11.~~

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19.

Special Committee of the Board of Directors

In June 2011, the Board of Directors appointed Mr. Ellery Roberts to a special committee of the board. The appointment was made for a period of six months. In November 2011 this appointment was extended through August 2012. In consideration for his additional service on the committee, the Company will pay Mr. Roberts $13,000 per month from June 2011 through November 2011 and $10,000 per month from December 2011 through November 2012.

20.

Subsequent Events –

TX store acquisition

In February, 2012, the Company acquired three additional Cricket corporate owned stores for approximately $350,000. Two of the stores are located in McAllen, Texas and one in Laredo, Texas.

Common Stock Repurchase

Also in February-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.

Credit Facility

On March 14, 2012, the Company paid the remaining principal balance and all accrued and unpaid interest owing under the WERCS credit facility.

Related-Party Consulting Agreement

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

F-19

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

CURRENT ASSETS
Cash	$	1,762,704		$	1,909,442
Loans receivable (less allowance for losses of $905,000 and $1,001,000)		4,562,096			4,887,813
Inventory		705,517			756,528
Prepaid expenses and other		435,704			451,751
Deferred income taxes		379,000			413,000
TOTAL CURRENT ASSETS		7,845,021			8,418,534

PROPERTY AND EQUIPMENT		798,919			757,747

GOODWILL		12,672,569			12,393,869

INTANGIBLE ASSETS		293,805			309,552

OTHER		162,782			142,074

TOTAL ASSETS	$	21,773,096		$	22,021,776

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,301,110		$	2,323,730
Note payable – short-term		-			1,000,000
Current portion long-term debt		558,412			695,123
Preferred dividend payable		4,600,000			3,550,000
Deferred revenue		287,718			314,561
TOTAL CURRENT LIABILITIES		7,747,240			7,883,414

LONG-TERM LIABILITIES
Notes payable – long-term		1,200,000			1,210,065
Deferred income taxes		642,000			530,000
TOTAL LONG-TERM LIABILITIES		1,842,000			1,740,065
TOTAL LIABILITES		9,589,240			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		(5,830,687	)		(5,923,480	)
TOTAL SHAREHOLDERS’ EQUITY		12,183,856			12,398,297

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	21,773,096		$	22,021,776

See notes to condensed consolidated financial statements.

F-20

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three months ended						Six months ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
REVENUES
Payday loan fees	$	2,351,757		$	2,169,854		$	4,659,658		$	4,495,601
Phones and accessories		1,628,329			808,948			4,370,025			2,395,863
Cricket service fees		1,483,342			440,224			3,478,367			994,920
Installment interest income		248,156			126,168			444,665			126,168
Check cashing fees		146,595			154,603			342,407			387,145
Other income and fees		69,790			340,285			149,617			679,016
		5,927,969			4,040,082			13,444,739			9,078,713

STORE EXPENSES
Salaries and benefits		1,605,796			1,033,563			3,293,188			2,145,608
Phone and accessories cost of sales		1,095,938			433,344			2,931,013			1,391,241
Occupancy		559,443			395,934			1,111,751			813,997
Provisions for loan losses		356,118			275,216			632,508			454,089
Advertising		80,259			83,287			157,380			164,887
Depreciation		70,680			62,931			139,925			127,024
Amortization of intangible assets		56,846			113,043			116,247			228,648
Other		771,458			512,041			1,523,736			1,122,018
		4,596,538			2,909,359			9,905,748			6,447,512

INCOME FROM STORES		1,331,431			1,130,723			3,538,991			2,631,201

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits		429,354			405,888			957,086			851,815
Depreciation		5,614			5,688			11,106			9,708
Interest expense		51,267			63,573			129,388			156,765
Other		274,445			224,859			578,618			514,829
		760,680			700,008			1,676,198			1,533,117

INCOME BEFORE INCOME TAXES		570,751			430,715			1,862,793			1,098,084

INCOME TAX EXPENSE		217,000			161,000			720,000			416,000

NET INCOME		353,751			269,715			1,142,793			682,084

SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumes all paid)		(525,000	)		(525,000	)		(1,050,000	)		(1,050,000	)

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	(171,249	)	$	(255,285	)	$	92,793		$	(367,916	)

NET INCOME (LOSS) PER COMMON SHARE
Basic and diluted	$	(0.03	)	$	(0.03	)	$	0.02		$	(0.05	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		5,397,780			7,446,007			5,955,027			7,446,007

See notes to condensed consolidated financial statements.

F-21

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended
	June 30, 2012			June 30, 2011

OPERATING ACTIVITIES
Net Income	$	1,142,793		$	682,084
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		151,031			136,732
Amortization		116,247			228,648
Deferred income taxes		146,000			159,000
Loss on disposal of property and equipment		-			27,342
Changes in operating assets and liabilities
Loans receivable		325,717			285,141
Inventory		51,011			33,026
Prepaid expenses and other assets		(261	)		(150,151	)
Accounts payable and accrued liabilities		(22,620	)		(656,504	)
Deferred revenue		(26,843	)		(64,579	)
Net cash provided by operating activities		1,883,075			680,739

INVESTING ACTIVITIES
Purchase of property and equipment		(122,203	)		(84,123	)
Acquisitions, net of cash acquired		(453,600	)		-
Net cash used by investing activities		(575,803	)		(84,123	)

FINANCING ACTIVITIES
Payments on notes payable – short-term		(1,000,000	)		(1,000,000	)
Payments on notes payable – long-term		(346,776	)		(363,759	)
Advances from notes payable – long-term		200,000			-
Common stock redemption		(307,234	)		-
Net cash used by financing activities		(1,454,010	)		(1,363,759	)

NET DECREASE IN CASH		(146,738	)		(767,143	)

CASH
Beginning of period		1,909,442			2,092,386
End of period	$	1,762,704		$	1,325,243

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	368,969		$	732,984
Interest paid	$	140,404		$	163,652

See notes to condensed consolidated financial statements.

F-22

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 and six month periods ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. 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. The condensed consolidated balance sheet at December 31, 2011, 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) and PQH Wireless, Inc. (PQH), collectively referred to as the “Company,” provides retail financial services and retail cellular phone sales to individuals primarily in the Midwestern and Southwestern United States. As of June 30, 2012, the Company operated 52 “payday” stores in nine states (Colorado, Iowa, Kansas, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming) and operated 50 Cricket wireless retail stores in 14 states (Arizona, Colorado, Idaho, Illinois, Indiana, Iowa, Kansas, Missouri, Nebraska, Ohio, Oklahoma, Oregon, Texas and Washington). The condensed consolidated financial statements include the accounts of WCR, WFL, and PQH. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company, through its “payday” division, provides non-recourse cash advance loans, small unsecured installment loans, check cashing and other money services. The short-term consumer loans, known as cash advance loans 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 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 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 cash advance or “payday” loans, installment loans are unsecured.

The Company also provides title loans and other ancillary consumer financial products and services that are complementary to its 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 also operates a Cricket Wireless Retail division that is a premier dealer for Cricket Communications, Inc., reselling cellular phones and accessories 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 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, allocation of and carrying value of goodwill and intangible assets, inventory valuation and obsolescence, and deferred taxes and tax uncertainties.

F-23

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 records revenue from check cashing fees, sales of phones, and accessories and fees from all other services in the period in which the sale or service is completed.

Loans Receivable Allowance

We maintain a loan loss allowance for anticipated losses for our payday, installment and title loans. To estimate the appropriate level of the loan loss allowance, we consider the amount of outstanding loans owed to us, historical loans charged off, current and expected collection patterns and current economic trends. Our current payday loan loss allowance is based on our net write offs, typically expressed as a percentage of loan amounts originated for 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. 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.

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 number of common shares outstanding for the year. Diluted net income (loss) per common share is computed by dividing the net income (loss) available to common shareholders by the sum of the weighted average number of common shares outstanding plus potentially dilutive common share equivalents (convertible preferred shares) when dilutive. All shares of potentially dilutive Series A Convertible Preferred Stock outstanding at June 30, 2012 and 2011 were anti-dilutive and therefore excluded from the dilutive net income (loss) per share computation.

Segment Reporting

The Company has grouped its operations into two segments – Payday Operations and Cricket Wireless Retail Operations. The Payday Operations segment provides financial and ancillary services. The Cricket Wireless Retail Operations segment is a dealer for Cricket Communications, Inc., reselling cellular phones and accessories and serving as a payment center for Cricket customers.

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08 “Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment.” ASU 2011-08 allows an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should perform additional steps to determine if there is goodwill impairment. The amendments are effective for annual and interim goodwill tests performed for fiscal years beginning after December 15, 2011, early adoption being permitted. The Company adopted this standard with no material impact on its consolidated financial statements.

F-24

In May 2011, the FASB issued ASU No. 2011-04 “Fair Value Measurement (Topic820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” ASU 2011-04 results in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. For public entities, ASU 2011-04 is effective for interim or annual reporting periods ending on or after December 15, 2011. The Company adopted this standard with no material impact on its consolidated financial statements.

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 ~~- (continued)~~–

~~Negative perception of~~

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 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. While the Bureau does not appear to have authority to make rules limiting interest rates or fees charged, the scope and extent of the Bureau’s authority will nonetheless be broad, and it is expected that the Bureau 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 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 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 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 ~~result~~negatively affect our general business prospects as well if we are unable to effectively replace such revenues in ~~increased regulatory scrutiny~~a timely and ~~increased litigation and encourage restrictive local zoning rules, making it more difficult~~efficient manner or if negative publicity effects our ability to obtain additional financing a needed.

During the ~~government approvals necessary~~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 ~~continue~~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.

F-25

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 ~~existing stores or open new short-term consumer loan stores.~~

results, financial condition and prospects, and perhaps even its viability.

For the six months ended June 30, 2012 and 2011, the Company had significant revenues by state (shown as a percentage of applicable division’s revenue) as follows:

Payday Division							Cricket Wireless Division
	2012 % of Revenues			2011 % of Revenues				2012 % of Revenues			2011 % of Revenues
Nebraska		26	%		28	%	Missouri		16	%		28	%
Wyoming		15	%		15	%	Nebraska		13	%		20	%
North Dakota		18	%		18	%	Texas		12	%		14	%
Iowa		12	%		13	%	Indiana		11	%		26	%
							Oklahoma		10	%		0	%

Loans Receivable –

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

	Payday and Title Loans						Installment Loans						Total
	June 30, 2012			December 31, 2011			June 30, 2012			December 31, 2011			June 30, 2012			December 31, 2011
	2012			2011			2012			2011			2012			2011
current	$	3,975,024		$	4,373,116		$	269,896		$	252,736		$	4,244,920		$	4,625,852
1-30		300,651			211,550			64,644			85,433			365,295			296,983
31-60		190,390			189,304			40,809			30,526			231,199			219,830
61-90		153,048			186,385			49,610			36,544			202,658			222,929
91-120		126,675			170,622			-			-			126,675			170,622
121-150		136,948			188,983			-			-			136,948			188,983
151-180		159,401			163,614			-			-			159,401			163,614
		5,042,137			5,483,574			424,959			405,239			5,467,096			5,888,813
Allowance for losses		(852,000	)		(942,000	)		(53,000	)		(59,000	)		(905,000	)		(1,001,000	)
	$	4,190,137		$	4,541,574		$	371,959		$	346,239		$	4,562,096		$	4,887,813

Loans Receivable Allowance –

As a result of the Company’s collection efforts, it historically writes off approximately 42% of the returned payday items. Based on 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%; 31 to 60 days – 66%; 61 to 90 days – 83%; 91 to 120 days – 87%; and 121 to 180 days – 90%. A rollforward of the Company’s loans receivable allowance for the six months ended June 30, 2012 and 2011 is as follows:

	Six Months Ended June 30,
	2012			2011

Loans receivable allowance, beginning of period	$	1,001,000		$	1,165,000
Provision for loan losses charged to expense		632,508			454,089
Charge-offs, net		(728,508	)		(778,089	)
Loans receivable allowance, end of period	$	905,000		$	841,000

Segment Information –

Segment information related to the three months ended June 30, 2012 and 2011 is set forth below:

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

Revenues from external customers	$	2,839,713	$	3,088,256		$	5,927,969	$	2,603,830	$	1,436,252		$	4,040,082
Net income	$	372,601	$	(18,850	)	$	353,751	$	335,670	$	(65,955	)	$	269,715

F-26

	Six Months Ended June 30, 2012						Six Months Ended June 30, 2011
	Payday		Cricket Wireless		Total		Payday		Cricket Wireless			Total

Revenues from external customers	$	5,628,830	$	7,815,909	$	13,444,739	$	5,244,827	$	3,833,886		$	9,078,713
Net income (loss)	$	741,374	$	401,419	$	1,142,793	$	715,238	$	(33,154	)	$	682,084
Total segment assets	$	14,728,243	$	7,044,853	$	21,773,096	$	14,500,282	$	4,911,842		$	19,412,124

Notes Payable –

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 $200,000 on the existing note payable with River City Equity, Inc, a related party, during the first quarter 2012. Total advanced on the $2,000,000 credit facility as of June 30, 2012 was $1,200,000. The note 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 June 30,				Six Months Ended June 30,
	2012		2011		2012		2011

Balance due, beginning of the period	$	4,075,000	$	1,975,000	$	3,550,000	$	1,450,000
Current quarter preferred dividends payable		525,000		525,000		1,050,000		1,050,000
Preferred dividends paid		-		-		-		-
Balance due, end of the period	$	4,600,000	$	2,500,000	$	4,600,000	$	2,500,000

In addition, the Company has $525,000 of second quarter unaccrued cumulative preferred dividends from June 30, 2012 and 2011 that became due and payable July 15, 2012 and 2011, respectively.

Other Expense –

A breakout of other expense is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011

Store expenses
Bank fees	$	75,617	$	59,519	$	157,237	$	134,848
Collection costs		106,828		97,976		235,526		205,930
Repairs & maintenance		61,332		26,171		95,523		73,466
Supplies		98,596		42,938		186,521		77,342
Telephone		43,645		32,910		77,479		66,564
Utilities and network lines		159,487		108,017		335,659		235,441
Other		225,953		144,510		435,791		328,427
	$	771,458	$	512,041	$	1,523,736	$	1,122,018

General & administrative expenses
Professional fees	$	61,291	$	41,355	$	147,214	$	164,870
Management and consulting fees		137,692		117,117		271,442		217,117
Other		75,462		66,387		159,962		132,842
	$	274,445	$	224,859	$	578,618	$	514,829

F-27

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

Other current assets	$	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 six months ended June 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 June 30,						Six Months Ended June 30,
	2012			2011			2012		2011

Pro forma revenue	$	5,963,000		$	4,370,000		$	13,770,000	$	9,989,000
Pro forma net income	$	358,000		$	306,000		$	1,194,000	$	815,000
Pro forma net income (loss) per common share – basic and diluted	$	(0.03	)	$	(0.03	)	$	0.02	$	(0.03	)

In April 2012 the Company executed an Asset Purchase Agreement to acquire one Cricket retail storefront for a purchase price of $160,000. As a condition of the agreement, the Company will also open two and relocate one existing Cricket retail storefronts.

10.

Material Definitive Agreement –

On June 22, 2012, Western Capital Resources, Inc. (through its wholly owned subsidiary PC Doctors Acquisition, Inc., a Delaware corporation) entered into an Asset Purchase Agreement with PC Doctors, LLC, a Wisconsin limited liability company, Tecguard, LLC, a Wisconsin limited liability company, and Robert Posteluk. PC Doctors is engaged in the business of selling cellular phones, internet service, tablets, computers, accessories and computer services, and Tecguard is engaged in the business of selling protection plans for cellular phones and computers. The businesses are conducted primarily in the State of Wisconsin.

Under the Asset Purchase Agreement, Western Capital would acquire substantially all of the assets of PC Doctors and Tecguard for a purchase price of $3.20 million (subject to a working capital adjustment), plus potential additional payments aggregating $1.55 million contingent upon the earnings of the buyer subsidiary for the years ended December 31, ~~2007,~~2012 and 2013. The Asset Purchase Agreement contains customary representations and warranties respecting the business and assets of PC Doctors and Tecguard, as well as customary indemnification covenants. The closing of the transactions contemplated by the Asset Purchase Agreement is subject to customary conditions, including the completion of a due diligence investigation by Western Capital to its reasonable satisfaction. The Asset Purchase Agreement may be terminated if, among other customary reasons, the closing has not occurred on or prior to July 22, 2013 (or such later date as the parties may agree upon).

F-28

Also on June 22, 2012, the Company entered into a non-binding term sheet with WCR, LLC, a Delaware limited liability company and the controlling shareholder of the company, for the provision of a short-term loan the proceeds of which would be used to satisfy the Company’s ~~revenues~~financial obligations at the closing of the transaction with PC Doctors, LLC, Tecguard, LLC and Robert Posteluk. The Company’s ability to fulfill its obligations at the closing of such transaction depends upon its ability to secure this or other available financing through the completion of definitive documentation. The non-binding term sheet outlines the material terms of the lending arrangement proposed by ~~state~~the parties, including a loan of up to $3.5 million in ~~excess~~principal amount, accruing interest at the rate of ~~10% were approximately as follows:~~

~~State~~	~~% of Revenues~~
~~Iowa~~	12	%
~~Nebraska~~	36	%

~~12.~~

~~Subsequent Events -~~

~~2008 Stock Incentive Plan~~

~~On February 2, 2008,~~11% per annum, payable on the ~~Board~~six-month anniversary of ~~Directors~~the loan, with a $25,000 commitment fee payable upon execution of definitive documentation. The loan would be secured by a security interest in all of the assets of the Company (subordinate to the rights of River City Equity, Inc.), and involve no financial covenants or prepayment penalties.

11.

Consulting Agreement –

On March 7, 2012, a consulting agreement with Mr. Richard Miller, the Chairman of the Board, was approved ~~and adopted~~by the Company’s ~~2008 Stock Incentive Plan, pursuant to which an aggregated~~Board of ~~2,000,000 shares~~Directors. The agreement provides for consulting fees in the amount of ~~common stock have been reserved for issuance.~~

~~Acquisition of National Cash & Credit~~

~~On February 26, 2008,~~$100,000 and contains the same terms and conditions as the earlier agreement that expired March 31, 2012.

12.

Management and Advisory Agreement –

Effective June 21, 2012, the Company entered into an ~~Exchange~~Amended and Restated Management and Advisory Agreement with ~~National Cash & Credit,~~Blackstreet Capital Management, LLC, a ~~Minnesota~~Delaware limited liability company. The amended and restated agreement increases the management fee payable to Blackstreet 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. The amended and restated agreement also requires the Company to pay Blackstreet a fee in an amount equal to two percent of the gross proceeds of 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 provides 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.

13.

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.

14.

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.

15.

Subsequent Events –

Form S-1/A Registration Statement Under the Securities Act of 1933.

On July 26, 2012, the Company filed Form S-1/A, Registration Statement Under the Securities Act of 1933.This amended the filing made on June 18, 2012.

Material Definitive Agreement

On August 10, 2012, the Company terminated the Asset Purchase Agreement with PC Doctors, LLC, a Wisconsin limited liability company, ~~(National Cash),~~Tecguard, LLC, a Wisconsin limited liability company, and Robert Posteluk, dated as of June 22, 2012, by exercising its termination rights under that agreement following the ~~members of National Cash. Under the Exchange Agreement, the members of National Cash assigned all of the outstanding membership interests in National Cash to the Company in exchange 1,114,891 shares~~completion of the Company’s ~~common stock and a cash payment of $100,000. The Exchange Agreement contained customary representations, warranties and covenants of the parties and indemnification obligations.~~

initial due-diligence investigation.

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

National Cash was formed approximately two years ago and owned and operated five "payday" consumer loan stores located in suburban Phoenix, Arizona. National Cash principally offered short-term (i.e., five to 31 day) cash advance loans ranging from $100 to $2,500, and title loans ranging from $500 to $2,000. As of December 31, 2007, National Cash had approximately $840,000 in aggregate outstanding principal amount of cash advance and title loans.

~~(continued)~~

~~F-17~~

~~URON INC. AND SUBSIDIARY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

F-29

~~12.~~

$4,500,000

WESTERN CAPITAL RESOURCES, INC.

Common Stock

PROSPECTUS

, 2012

~~Subsequent Events - (continued)~~

~~Acquisition of North Dakota Stores~~

On March 1, 2008 the Company acquired, for $400,000, five stores offering payday advance loans in Fargo, Grand Forks, Bismarck, and Minot, North Dakota. These stores currently operate under the Ameri-Cash name.

~~Authorization of Additional Common Shares~~

~~On March 17, 2008, the stockholders approved an increase in the Company’s authorized shares to 250,000,000.~~

~~Dividend Declaration and Payment~~

On March 17, 2008, the Board of Directors of the Company approved the payment of the first quarter 2008 dividend on the Company's Series A Convertible Preferred Stock in the amount of $525,000. The dividends are to be paid on or before April 15, 2008.

~~Exercises of Options~~

~~In early 2008, 1,575,000 options were exercised for total proceeds of $15,750.~~

~~F-18~~

~~3,592,859 shares~~

~~URON Inc.~~

~~Common Stock~~

~~The date of this prospectus is ______________, 2008~~

~~(subject to completion)~~

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

~~Item~~

ITEM 13. ~~Other Expenses of Issuance and Distribution.~~

~~The registrant estimates that~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below are expenses ~~payable by the registrant~~we expect to incur in connection with the ~~offering described in this registration statement will be as follows:~~

SEC registration fee $
602

Legal fees and expenses $ 10,000
Accounting fees and expenses $ 10,000
Printing and engraving expenses $ 5,000
Miscellaneous $ 5,000

Total $
30,602

~~Item 14. Indemnification of Directors~~issuance and ~~Officers.~~

Our Articles of Incorporation, as amended, and our corporate bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by law. In addition, as permitted by Minnesota law, our Articles of Incorporation, as amended, provide that no director will be liable to us or our shareholders for monetary damages for breach of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our shareholders in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties as a director, except that a director will be personally liable for:

~~any breach of his or her duty of loyalty to us or our shareholders~~

~~acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law~~

~~the payment of an improper dividend or an improper repurchase of our stock in violation of Minnesota law or in violation of federal or state securities laws, or~~

~~any transaction from which the director derived an improper personal benefit.~~

This provision does not affect a director’s liability under the federal securities laws. To the extent that our directors, officers and controlling persons are indemnified under the provisions contained in our Articles of Incorporation, as amended, Minnesota law or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opiniondistribution of the ~~SEC such indemnification is against public policy as expressed in~~securities registered hereby. With the ~~Securities Act, and is therefore unenforceable.~~

~~We have directors and officers liability insurance in place for the benefit~~exception of ~~our directors and our executive officers.~~

~~II-1~~

~~Item 15. Recent Sales of Unregistered Securities.~~

~~In July 2006, we became a public reporting company under~~ the Securities and Exchange Commission registration fee, the amounts set forth below are estimates and actual expenses may vary considerably from these estimates depending upon how long the notes are offered and other factors:

Securities and Exchange Commission registration fee	$	516
Accounting fees and expenses	$	15,000
Legal fees and expenses	$	55,000
Blue sky fees and expenses	$	10,000
Printing and mailing expenses	$	20,000
Subscription agent fees and expenses	$	10,000
Miscellaneous	$	5,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The registrant is subject to Minnesota Statutes, Chapter 302A, the Minnesota Business Corporation Act (the “Corporation Act”). Section 302A.521 of ~~1934~~the Corporation Act provides in substance that, unless prohibited by ~~the filing~~its articles of incorporation or bylaws, a ~~Form 10 registration statement with the SEC. Also in July 2006, our then-parent~~Minnesota corporation Multiband Corporation, effected a dividend of shares of our stock to its holders of common stock and certain contingent rights. The shares of our stock that were distributed in the dividend represented approximately 49% of our outstanding shares of common stock.

On February 13, 2007, we issued our then Chief Executive Officer 50,000 shares (adjusted for a subsequent reverse stock split) of our common stock in a private placement exempt from registration under the Securities Act of 1933. Shares were issued in consideration of services provided andmust indemnify an officer or director who is made or threatened to be ~~provided~~made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by such individual. These shares were issued in reliance on the exemption from registration provided under Sections 4(2) and 4(6) and of the Securities Act of 1933. We relied on these exemptions based on the fact that our Chief Executive Officer was an accredited investor.

On July 2, 2007, we offered 210,000 shares (adjusted for a subsequent reverse stock split) of our common stock in a private placement exempt from registration under the Securities Act of 1933. Shares were offered and sold in full satisfaction of the outstanding principal balances on certain promissory notes aggregating $73,500, at the per-share price of $0.035. These shares were issued in reliance on the exemption from registration provided under Rule 506 and Section 4(6) and of the Securities Act of 1933. We relied on these exemptions based on the fact that all investors were accredited investors.

On November 29, 2007, we issued options and warrants for the purchase of up to 2,000,000 shares of our common stock to 12 individuals and entities. Shortly after the Merger, 1,475,000 shares of our common stock were issued to the holders of such options and warrants upon their exercise. Securities for the purchase of the remaining 400,000 shares remain outstanding as of May 14, 2008. These securities were issued in consideration of services to be renderedperson in connection with the then-anticipated Merger (or another change-in-control transaction) and related advisory services, and the right to purchase shares at $0.01 per share under all such securities was contingent upon the closing of a change-in-control transaction. The Merger qualified as a change-in-control transaction under the relevant option and warrant agreements.proceeding, if certain criteria are met. These securities were issued in reliance on the exemption from federal registration provided under Section 4(2) of the Securities Act of 1933. The Company relied on this exemption based on the fact that there were only 12 recipients of the securities,criteria, all of ~~whom were either accredited investors~~which must be met by the person seeking indemnification, are as follows: (a) such person has not been indemnified by another organization or ~~had knowledge~~employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and ~~experience in financial~~reasonable expenses, including attorneys’ fees and ~~business matters such that each was capable of evaluating~~disbursements, incurred by the ~~risks of the investment in the Company.~~

On December 31, 2007, we issued 1,125,000 shares of our common stock to the former holder of Wyoming Financial Lenders, Inc. capital stock, and 10 million shares of our Series A Convertible Preferred Stock. These securities were issuedperson in connection with the ~~Merger~~proceeding with respect to the same acts or omissions; (b) such person must have acted in good faith; (c) no improper personal benefit was obtained by such person and such person satisfied certain statutory conflicts of interest provisions, if applicable; (d) in ~~consideration~~the case of ~~our acquisition~~a criminal proceeding, such person had no reasonable cause to believe that the conduct was unlawful; and (e) in the case of acts or omissions occurring in such person’s performance in an official capacity, such person must have acted in a manner such person reasonably believed was in the best interests of the ~~business of Wyoming Financial Lenders, Inc. These shares were issued~~corporation or, in ~~reliance on~~certain limited circumstances, not opposed to the ~~exemption from registration provided under Sections 4(2) and 4(6) and~~best interests of the ~~Securities Act~~corporation. In addition, Section 302A.521, subd. 3, requires payment by the registrant, upon written request, of ~~1933. We relied on these exemptions based on the fact that the sole recipient~~reasonable expenses in advance of ~~our capital stock was an accredited investor.~~

~~On December 31, 2007, we issued 4,403,542 shares of our common stock~~final disposition in certain instances. A decision as to required indemnification is made by a privately placed financing transaction that closed simultaneously with, and which was a closing condition to, the Merger. We received aggregate gross cash proceeds of approximately $4.5 million from the sale of these shares. These shares were issued in reliance on the exemption from registration provided under Sections 4(2) and 4(6) andmajority of the ~~Securities Act~~disinterested board of ~~1933. We relied on these exemptions based on~~directors present at a meeting at which a disinterested quorum is present, or by a designated committee of disinterested directors, by special legal counsel, by the ~~fact that there were only 13 investors, all of whom were accredited investors possessing with knowledge~~disinterested shareholders, or by a court.

The registrant also maintains a director and ~~experience in financial~~officer insurance policy to cover the registrant, its directors and ~~business matters such that each was capable of evaluating the risks of the investment in the Company.~~its officers against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None.

II-1

~~II-2~~

On February 26, 2008, we issued 1,114,891 shares of our common stock to the former members of National Cash & Credit, LLC, a Minnesota limited liability company. These shares were issued in connection with an Exchange Agreement entered into on the same date, pursuant to which we acquired all of the outstanding membership interests in National Cash & Credit. These common shares were issued in reliance on the exemption from federal registration provided under Section 4(2) of the Securities Act of 1933. We relied on this exemption based on the fact that there were only seven recipients of the shares, all of whom were either accredited investors or had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment in the Company.

~~Item~~

ITEM 16. ~~Exhibits and Financial Statement Schedules.~~

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits. The ~~following~~ exhibits listed below are filed as a part of this registration ~~statement:~~

~~Exhibits:~~

statement.

Exhibit No.		Description
2.1		Stock Purchase Agreement and Plan of Merger and Reorganization dated December 13, 2007, by and among URON Inc. (the registrant), WFL Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the registrant, and Wyoming Financial Lenders,with PQH Wireless, Inc., ~~a Wyoming corporation (incorporated by reference to Exhibit 2.1 to the registrant’s current report on Form 8-K filed on December 14, 2007).~~

~~2.2~~		~~Exchange Agreement with National Cash & Credit, LLC~~John Quandahl, Mark Houlton and ~~certain members of National Cash & Credit, LLC,~~Charles Payne, dated ~~February 26,~~October 15, 2008 (incorporated by reference to Exhibit ~~2.2~~2.3 to the registrant’s ~~annual report~~registration statement on Form ~~10-K~~S-1/A filed with the SEC on ~~April 7,~~November 24, 2008).

3.1		Amended and Restated Articles of Incorporation, filed with the Minnesota Secretary of State on May 25, 2007 (incorporated by reference to Exhibit 3.1 to the registrant’s annual report on Form 10-K filed on April 7, 2008) (see also Exhibits 3.2, 3.3, 3.4, 3.6 and ~~3.4~~3.7 below).

3.2		Amendment to Amended and Restated Articles of Incorporation, filed with the Minnesota Secretary of State on December 27, 2007 (incorporated by reference to Exhibit 3.2 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

3.3		Articles of Merger relating to the merger of WFL Acquisition Corp. with and into Wyoming Financial Lenders, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on January 7, 2008) (see also Exhibit 2.1 above).

~~3.4~~		Certificate of Designation for Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s current report on Form 8-K filed on January 7, 2008).

~~3.5~~3.4		Amendment to Articles of Incorporation, filed with the Minnesota Secretary of State on March 18, 2008 (incorporated by reference to Exhibit 3.5 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

~~3.6~~3.5		~~Corporate bylaws, as amended~~Amended and Restated Bylaws (incorporated by reference to Exhibit ~~3.6~~3.1 to the registrant’s ~~annual~~current report on Form ~~10-K~~8-K filed on June 23, 2008).
3.6		Amendment to Articles of Incorporation, filed with the Minnesota Secretary of State on July 29, 2008 (incorporated by reference to the registrant’s current report on Form 8-K filed on July 29, 2008).
3.7		Amendment to Articles of Incorporation, filed with the Minnesota Secretary of State on March 30, 2010 (incorporated by reference to the registrant’s current report on Form 8-K filed on April ~~7, 2008)~~2, 2010).

~~II-3~~

4.1		Form of Subscription Rights Certificate (previously filed).
5.1		Opinion of Maslon Edelman Borman & Brand, LLP (with regard to legality of securities offered) (filed herewith)
		.
10.1		~~Common Stock Purchase Warrant issued to Lantern Advisers, LLC, on November 29, 2007 (incorporated by reference to Exhibit 10.1 to the registrant’s annual report on Form 10-K filed on April 7, 2008).~~

~~10.2~~		~~Common Stock Purchase Warrant issued to Donald Miller on July 5, 2007 (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 7, 2008).~~

~~10.3~~		2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 7, 2008).
10.2		Term Promissory Note in principal amount of $1,000,000 in favor of John Quandahl (incorporated by reference to Exhibit 10.7 to the registrant’s registration statement on Form S-1/A filed with the SEC on November 24, 2008).
10.3		Term Promissory Note in principal amount of $1,000,000 in favor of Mark Houlton (incorporated by reference to Exhibit 10.8 to the registrant’s registration statement on Form S-1/A filed with the SEC on November 24, 2008).
10.4		Form of ~~Subscription~~Security Agreement ~~entered into~~ with ~~purchasers of common stock on or about December 31, 2007~~Charles Payne, John Quandahl and Mark Houlton (incorporated by reference to Exhibit 10.9 to the registrant’s registration statement on Form S-1/A filed with the SEC on November 24, 2008).
10.5		Employment Agreement with John Quandahl dated as of March 31, 2010 (incorporated by reference to Exhibit 10.4 to the registrant’s quarterly report on Form 10-Q filed on May 13, 2010).
10.6		Management and Advisory Agreement with Blackstreet Capital Management, LLC, dated as of May 10, 2010 (incorporated by reference to Exhibit 10.4 to the registrant’s quarterly report on Form 10-Q filed on August 13, 2010).
10.7		Promissory Note delivered in favor of River City Equity, Inc. dated as of October 18, 2011 (incorporated by reference to Exhibit 10.11 to the registrant’s annual report on Form 10-K filed on ~~April 7, 2008)~~March 30, 2012).

II-2

10.8
~~10.5~~		~~URON Management~~Security Agreement delivered in favor of River City Equity, Inc. dated ~~August 1, 2006~~as of October 18, 2011 (incorporated by reference to Exhibit ~~10.1~~10.12 to the registrant’s annual report on Form ~~10-QSB for the quarter ended June~~10-K filed on March 30, ~~2006)~~2012).
10.9
16		~~Letter from Virchow Krause & Company, LLP~~Consulting Agreement with Ric Miller Consulting, Inc. dated as of April 1, 2012 (incorporated by reference to Exhibit ~~16.1~~10.17 to the registrant’s ~~current~~annual report on Form ~~8-K~~10-K filed on ~~February 19, 2008)~~March 30, 2012).

21		List of Subsidiaries ((incorporated by reference to Exhibit 21.1 to the registrant’s annual report on Form 10-K filed ~~herewith~~)on March 30, 2012).

23.1		Consent of Lurie Besikof Lapidus & Co, LLP (filed herewith).
23.2		Consent of Maslon Edelman Borman & Brand, LLP (included in ~~Exhibit 5.1~~ ~~filed herewith~~).exhibit 5.1)
99.1		Form of Instructions for Use of Western Capital Resources, Inc. Subscription Rights Certificate (previously filed).
~~23.2~~99.2		~~Consent~~Forms of ~~Lurie Besikof Lapidus & Company, LLP~~Notice of Guaranteed Delivery (previously filed ~~herewith~~).
99.3		Form of letter to shareholders who are record holders (previously filed).
~~24.1~~99.4		~~Power~~Form of ~~Attorney (included on signature page)~~letter to beneficial holders of shares (previously filed ~~herewith~~).
99.5		Form of letter to clients (previously filed).
99.6		Form of Beneficial Owner Election Form (previously filed).
99.7		Form of Nominee Holder Certification (previously filed).

~~Item~~
101.INS XBRL Instance Document
101.SCH XBRL Schema Document
101.CAL XBRL Calculation Linkbase Document
101.DEF XBRL Definition Linkbase Document
101.LAB XBRL Label Linkbase Document
101.PRE XBRL Presentation Linkbase Document

ITEM 17. ~~Undertakings.~~

~~(a)That, for purposes of determining liability under the Securities Act to any purchaser: insofar~~UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the ~~SEC~~Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~II-4~~

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~(b)~~

The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)	to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, an increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

II-3

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

[intentionally omitted]

(5)

For the purpose of determining any liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-4

~~(1)~~to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any additional or changed material information on the plan of distribution;

~~(2)~~that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

~~(3)to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~

~~II-5~~

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in ~~Minneapolis, Minnesota, on May 14, 2008.~~

the City of Omaha, State of Nebraska.

	~~URON~~WESTERN CAPITAL RESOURCES, INC.


	By:	~~/s/~~ /s/ John Quandahl
	~~Christopher Larson~~	Chief Executive Officer

~~Christopher Larson~~	Dated: October 9, 2012
			~~Chief Executive Officer and President~~

~~POWER OF ATTORNEY~~

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher Larson as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and additional registration statements relating to the same offering, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates ~~indicated.~~

indicated below.

~~Name~~ Signature		~~Title(s)~~ Title		Date

/s/ ~~Christopher Larson~~	John Quandahl		Director, Chief Executive Officer		~~May 14, 2008~~October 9, 2012
~~Christopher Larson~~John Quandahl			~~Officer and President~~(principal executive officer)

~~/s/ Steven Staehr~~*			~~Chief Financial Officer~~Chairman of the Board		~~May 14, 2008~~October 9, 2012
~~Steven Staehr~~	Richard Miller

/s/ Steve Irlbeck		Chief Financial Officer		October 9, 2012
Steve Irlbeck		(principal accounting and financial officer)
~~/s/~~ ~~John Quandahl~~			~~Chief Operating Officer~~
*		~~May 14, 2008~~ Director		October 9, 2012
~~John Quandahl~~	Angel Donchev

~~/s/ Robert W. Moberly~~	*		Director		~~May 14, 2008~~ October 9, 2012
~~Robert W. Moberly~~	Ellery Roberts

~~/s/ James Mandel~~	*		Director		~~May 14, 2008~~October 9, 2012
~~James Mandel~~

			~~Director~~
~~John~~Thomas H. ~~Klaasen IV~~

~~/s/ Mark Houlton~~			~~Director~~		~~May 14, 2008~~
~~Mark Houlton~~	Ripley

	*By:	/s/ John Quandahl
		John Quandahl, Attorney-in-fact

II-5

Minnesota	~~6141~~	47-0848102
(State or other jurisdiction of incorporation or organization)	~~(Primary Standard Industrial~~ ~~Classification Code Number)~~	(I.R.S. Employer Identification ~~No.)~~ Number)

	Large accelerated filero	Accelerated filero
	Non-accelerated filero (Do not check if a smaller reporting company)	Smaller reporting companyþ


Title of each class of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Common stock, no par value		3,192,859 shares	$	4.80	(2)	$	15,325,723	(2)	$	602.30
Common stock, no par value (3)		400,000 shares	$	0.01	(3)	$	4,000	(3)	$	0.02

	Page
ABOUT THIS PROSPECTUS	ii

INDUSTRY AND MARKET DATA	ii

QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING	1

PROSPECTUS SUMMARY	17

RISK FACTORS	412

~~SPECIAL NOTE REGARDING~~RISK RELATING TO FORWARD-LOOKING STATEMENTS	1122

USE OF PROCEEDS	23

DILUTION	23

CAPITALIZATION	24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATIONS~~OPERATION	1225

~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~	16

~~DESCRIPTION OF~~ BUSINESS	17

~~DESCRIPTION OF PROPERTY~~	23

~~LEGAL PROCEEDINGS~~	24

~~MARKET PRICE OF AND DIVIDENDS ON REGISTRANT~~’~~S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS~~	2438

MANAGEMENT ~~AND BOARD OF DIRECTORS~~	2653

EXECUTIVE COMPENSATION	2856

~~SECURITY~~SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3159

~~CERTAIN RELATIONSHIPS AND TRANSACTIONS~~THE RIGHTS OFFERING	3361

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	69

MARKET INFORMATION	71

DESCRIPTION OF SECURITIES	71

PLAN OF DISTRIBUTION	74

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION ORFOR SECURITIES ACT ~~LIABILITIES~~LITIGATION	35

~~USE OF PROCEEDS~~	36

~~SELLING SHAREHOLDERS~~	37

~~PLAN OF DISTRIBUTION~~	39

~~DESCRIPTION OF CAPITAL STOCK~~	41

~~LEGAL MATTERS~~	42

~~EXPERTS~~	4274

WHERE YOU CAN FIND MORE INFORMATION	4275

~~Index to Financial Statements~~LEGAL MATTERS	75

EXPERTS	75

FINANCIAL INFORMATION	F-1

	Year Ended December 31, 2007
	High		Low
First Quarter	$	4.00	$	1.30
Second Quarter	$	4.00	$	1.10
Third Quarter	$	3.00	$	.50
Fourth Quarter	$	3.00	$	.50

	Year Ended December 31, 2008
	High		Low
First Quarter	$	6.00	$	2.73

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (excluding securities reflected in column a)
	(a)		(b)		(c)
Equity compensation plans approved by shareholders		0		0		0

Equity compensation plans not approved by shareholders ⁽¹⁾		2,000,000		0.01		None	⁽²⁾

	Annual Compensation
Name and Principal Position	Year		Salary ($)		Bonus ($)		Other Annual Compensation ($)		Stock Options Awards ($) ⁽⁵⁾		Stock Awards ($)
John Quandahl, President and Chief Operating Officer ⁽¹⁾		2007 2006		229,000 70,350		0 0		0 0		92,000 0		0 0
Christopher Larson, President and Chief Executive Officer ⁽²⁾		2007		0		0		0		0		0
Donald Miller, President and Chief Executive Officer ⁽³⁾		2007 2006		0 0		0 0		0 0		0 0		25,000 0
Steven Staehr, Chief Financial Officer ⁽⁴⁾		2007		0		0		0		126,500		0

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date
John Quandahl		400,000	⁽¹⁾		0		0		0.01		11/29/08
Christopher Larson		0			0		0		-		-
Donald Miller		0			0		0		-		-
Steven Staehr		550,000	⁽¹⁾		0		0		0.01		11/29/08

Name and Address	Common Shares Beneficially Owned ⁽¹⁾		Percentage of Common Shares ⁽¹⁾
Christopher Larson ⁽²⁾		1,841,290		20.7	%
Steven Staehr ⁽³⁾		966,667		10.9	%
John Quandahl ⁽⁴⁾		400,000		4.5	%
John H. Klaasen IV ⁽⁵⁾		0		*
James Mandel ⁽⁶⁾		470		*
Mark Houlton ⁽⁷⁾		416,667		4.7	%
Robert W. Moberly ⁽⁸⁾		11,125,000		58.9	%

All current executive officers and directors as a group ⁽⁹⁾		14,750,094		78.1	%

Donald Miller ⁽¹⁰⁾ 9449 Science Center Drive New Hope, MN 55428		61,354		*

WERCS ⁽¹¹⁾ 400 East First Street PO Box 130 Casper, WY 82602		11,125,000		58.9	%

Lantern Advisers, LLC ⁽¹²⁾ 80 South Eighth Street, Suite 900 Minneapolis, MN 55402		713,310		7.7	%

Mill City Ventures, LP ⁽¹³⁾ 80 South Eighth Street, Suite 900 Minneapolis, MN 55402		800,000		9.0	%

Joseph A. Geraci, II ⁽¹⁴⁾ 80 South Eighth Street, Suite 900 Minneapolis, MN 55402		1,513,310		16.3	%

Selling Shareholder	Number of Shares of Common Stock Owned Prior to the Offering ⁽¹⁾		Number of Shares of Common Stock Offered		Percentage Beneficial Ownership After the Offering ⁽¹⁾

Alpha Capital Anstalt ⁽²⁾		416,667		416,667		*
21st Century Investment Company ⁽³⁾		142,857		142,857		*
Dan J. Shrader		46,000		35,000		*
David Bain		20,000		20,000		*
Ellis International LP ⁽⁴⁾		166,667		166,667		*
Elizabeth Zbikowski		134,109		125,000		*
Richard O’Leary		104,167		104,167
Boosalis Children Irrevocable Trust uad 12/27/00 ⁽⁵⁾		400,000		400,000		*
John J. Connors		29,167		29,167		*
Insight Capital Consultants Corporation ⁽⁶⁾		100,000		100,000		*
Lantern Advisers, LLC ⁽⁷⁾		713,310		400,000		3.3	%
Lacuna Hedge Fund, LLLP ⁽⁸⁾		416,667		416,667		*
Mill City Ventures, LP ⁽⁹⁾		800,000		800,000		*
Mark Houlton ⁽¹⁰⁾		416,667		416,667		*
Patrick Kinney		20,000		20,000		*
				3,592,859

	Year Ended December 31,
	2007			2006

REVENUES
Loan fees	$	9,104,545		$	6,898,554
Check cashing fees		1,333,123			817,379
Guaranteed phone/Cricket fees		749,475			889,778
Other fees		159,381			114,127
		11,346,524			8,719,838

OPERATING EXPENSES
Salaries and benefits		3,747,347			2,978,298
Provisions for loan losses		1,484,754			878,469
Guaranteed phone/Cricket		442,845			592,283
Occupancy		783,173			454,681
Advertising		421,265			376,077
Depreciation		140,638			111,320
Amortization of intangible assets		136,407			136,405
Stock-based compensation expense		460,000			-
Merger transaction expenses		1,391,024			-
General, administrative and other		1,407,827			992,444
		10,415,280			6,519,977

INCOME FROM OPERATIONS		931,244			2,199,861

INCOME TAX EXPENSE		904,000			829,000

NET INCOME		27,244			1,370,861

ASSUMED SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS		(2,100,000	)		(2,100,000	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(2,072,756	)	$	(729,139	)

NET LOSS PER COMMON SHARE -
Basic and diluted	$	(1.82	)	$	(0.65	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		1,139,177			1,125,000

	Series A
	Convertible				Common				Additional
	Preferred Stock				Stock				Paid-In			Retained			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Earnings			Equity
BALANCE - December 31, 2005		10,000,000	$	100,000		1,125,000	$	-	$	9,158,158		$	607,074		$	9,865,232

Equity contribution		-		-		-		-		4,200,000			-			4,200,000
Dividends		-		-		-		-		-			(909,142	)		(909,142	)
Net income		-		-		-		-		-			1,370,861			1,370,861

BALANCE - December 31, 2006		10,000,000		100,000		1,125,000		-		13,358,158			1,068,793			14,526,951

Common stock issued, net of $347,995 costs		-		-		4,403,544		-		4,150,005			-			4,150,005
Stock-based compensation		-		-		-		-		460,000			-			460,000
Reverse Merger Transaction:
Previously issued URON Inc. stock		-		-		771,209		-		369,919			(419,919	)		(50,000	)
Elimination of accumulated deficit		-		-		-		-		(419,919	)		419,919			-
Return of capital to WERCS		-		-		-		-		(278,845	)		-			(278,845	)
Dividends		-		-		-		-		-			(1,586,415	)		(1,586,415	)
Net income		-		-		-		-		-			27,244			27,244

BALANCE - December 31, 2007		10,000,000	$	100,000		6,299,753	$	-	$	17,639,318		$	(490,378	)	$	17,248,940

		Stock Options		Stock Warrants
Exercise price	$	0.01	$	0.01
Units outstanding		1,575,000		425,000
Remaining contractual life		1 year		1 year

	Stock Options		Stock Warrants
Outstanding, December 31, 2006		-		-
Granted		1,575,000		425,000
Exercised		-		-

Outstanding, December 31, 2007		1,575,000		425,000

Year Ending December 31,		Amount
2008	$	470,000
2009		363,000
2010		219,000
2011		131,000
2012		48,000

	$	1,231,000

SEC registration fee	$	602
Legal fees and expenses	$	10,000
Accounting fees and expenses	$	10,000
Printing and engraving expenses	$	5,000
Miscellaneous	$	5,000

Total	$	30,602

101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document