**SECURITIES
      AND EXCHANGE COMMISSION**




**Washington,
      D.C. 20549**




**Form
      10-Q**




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




For
      the
      quarterly period ended September 30, 2008 or




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




**Commission
      File Number:**  **000-52015**




**Western
      Capital Resources, Inc.**


(Exact
      Name of Registrant as Specified in its Charter)





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




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


(Address
      of Principal Executive Offices) (Zip Code)




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





n/a





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




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90
      days.




Yes þ No o




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




Large accelerated filero
            Accelerated fileroNon-accelerated filero
            Smaller reporting companyþ




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




Yes o No þ




APPLICABLE
      ONLY TO CORPORATE ISSUERS




As
      of
      November 19, 2008, the registrant had outstanding 8,889,644 shares of common
      stock, no par value per share.







**Western
      Capital Resources, Inc.**




Index





**Page****PART
                I. FINANCIAL INFORMATION**Item
                1. Financial Statements
            3Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            15Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            22Item
                4T. Controls and Procedures
            22**PART
                II. OTHER INFORMATION**Item
                1. Legal Proceedings
            22Item
                1A. Risk Factors
            23Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            23Item
                3. Defaults Upon Senior Securities
            23Item
                4. Submission of Matters to a Vote of Security Holders
            23Item
                5. Other Information
            23Item
                6. Exhibits
            25**SIGNATURES**
            25


2


**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Financial Statements**




WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES





CONTENTS





Page(s)CONDENSED
                CONSOLIDATED FINANCIAL STATEMENTSCondensed
                Consolidated Balance Sheets
            4Condensed
                Consolidated Statements of Income
            5Condensed
                Consolidated Statements of Cash Flows
            6Notes
                to Condensed Consolidated Financial Statements
            8


3


**WESTERN
      CAPITAL RESOURCES, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





September 30, 2008
            
            December 31, 2007(Unaudited)ASSETSCURRENT
                ASSETSCash
            
            $
            2,557,246
            
            $
            984,625Loans
                receivable (less allowance for losses of $1,406,000 and
                $976,000)
            
            
            5,730,777
            
            
            4,117,497Stock
                subcriptions receivable
            
            
            -
            
            
            4,422,300Prepaid
                expenses and other
            
            
            124,653
            
            
            92,333Deferred
                income taxes
            
            
            550,000
            
            
            526,000TOTAL
                CURRENT ASSETS
            
            
            8,962,676
            
            
            10,142,755PROPERTY
                AND EQUIPMENT
            
            
            1,004,114
            
            
            631,736GOODWILL
            
            
            10,443,394
            
            
            9,883,659INTANGIBLE
                ASSETS
            
            
            120,833
            
            
            90,926OTHER
            
            
            -
            
            
            167,000TOTAL
                ASSETS
            
            $
            20,531,017
            
            $
            20,916,076LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESCurrent
                maturities - notes payable
            
            $
            100,000
            
            $
            -Accounts
                payable and accrued liabilities
            
            
            907,476
            
            
            1,908,844Accounts
                payable - related parties
            
            
            -
            
            
            950,935Accrued
                dividend payable
            
            
            525,000
            
            
            -Deferred
                revenue
            
            
            308,052
            
            
            262,357TOTAL
                CURRENT LIABILITIES
            
            
            1,840,528
            
            
            3,122,136LONG-TERM
                LIABILITIESNotes
                payable less current maturities
            
            
            187,500
            
            
            -Deferred
                income taxes
            
            
            747,000
            
            
            545,000TOTAL
                LONG TERM LIABILITIES
            
            
            934,500
            
            
            545,000TOTAL
                LIABILITES
            
            
            2,775,028
            
            
            3,667,136STOCKHOLDERS'
                EQUITYSeries
                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
            
            
            100,000Common
                stock, no par value. 240,000,000 shares authorized, 8,889,644 and
                6,299,753 shares issued and outstanding.Additional
                paid-in capital
            
            
            18,912,792
            
            
            17,639,318Retained
                earnings (deficit)
            
            
            (1,256,803
            )
            
            (490,378
            )TOTAL
                STOCKHOLDERS' EQUITY
            
            
            17,755,989
            
            
            17,248,940TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            20,531,017
            
            $
            20,916,076





*See
      notes to condensed consolidated financial statements.*


4





WESTERN
      CAPITAL RESOURCES, INC.


CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME


(Unaudited)





For three months ended
            
            For three months ended
            
            For nine months ended
            
            For nine months endedSeptember 30, 2008
            
            September 30, 2007
            
            September 30, 2008
            
            September 30, 2007REVENUESPayday
                loan fees
            
            $
            3,031,301
            
            $
            2,377,355
            
            $
            7,905,942
            
            $
            6,724,867Check
                cashing fees
            
            
            279,787
            
            
            310,509
            
            
            908,941
            
            
            1,042,249Guaranteed
                phone/Cricket fees
            
            
            130,405
            
            
            154,788
            
            
            444,087
            
            
            593,431Title
                loan fees
            
            
            211,719
            
            
            -
            
            
            433,359
            
            
            -Other
                fees
            
            
            40,682
            
            
            14,200
            
            
            145,973
            
            
            98,6203,693,894
            
            
            2,856,852
            
            
            9,838,302
            
            
            8,459,167STORE
                EXPENSESSalaries
                and benefits
            
            
            862,987
            
            
            651,202
            
            
            2,473,834
            
            
            1,973,812Provisions
                for loan losses
            
            
            629,485
            
            
            413,277
            
            
            1,424,441
            
            
            1,056,415Guaranteed
                phone/Cricket
            
            
            50,247
            
            
            87,999
            
            
            223,550
            
            
            344,398Occupancy
            
            
            303,546
            
            
            184,785
            
            
            821,611
            
            
            559,223Advertising
            
            
            106,056
            
            
            106,297
            
            
            284,676
            
            
            328,774Depreciation
            
            
            45,111
            
            
            26,742
            
            
            126,257
            
            
            84,639Amortization
                of intangible assets
            
            
            35,233
            
            
            34,102
            
            
            120,099
            
            
            102,305Other
            
            
            377,439
            
            
            251,693
            
            
            1,131,327
            
            
            756,7862,410,104
            
            
            1,756,097
            
            
            6,605,795
            
            
            5,206,352INCOME
                FROM STORES
            
            
            1,283,790
            
            
            1,100,755
            
            
            3,232,507
            
            
            3,252,815GENERAL
                & ADMINISTRATIVE EXPENSESSalaries
                and benefits
            
            
            355,381
            
            
            260,098
            
            
            951,774
            
            
            870,213Depreciation
            
            
            13,502
            
            
            10,767
            
            
            30,477
            
            
            32,184Other
            
            
            284,123
            
            
            94,284
            
            
            1,125,680
            
            
            284,110653,006
            
            
            365,149
            
            
            2,107,931
            
            
            1,186,507INCOME
                BEFORE INCOME TAXES
            
            
            630,784
            
            
            735,606
            
            
            1,124,576
            
            
            2,066,308INCOME
                TAX EXPENSE
            
            
            105,000
            
            
            277,000
            
            
            316,000
            
            
            778,000NET
                INCOME
            
            
            525,784
            
            
            458,606
            
            
            808,576
            
            
            1,288,308SERIES
                A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumed for 2007)
            
            
            (525,000
            )
            
            (525,000
            )
            
            (1,575,000
            )
            
            (1,575,000
            )NET
                INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS
            
            $
            784
            
            $
            (66,394
            )
            $
            (766,424
            )
            $
            (286,692
            )NET
                INCOME (LOSS) PER COMMON SHARE-Basic
                and diluted
            
            $
            0.00
            
            $
            (0.06
            )
            $
            (0.09
            )
            $
            (0.25
            )WEIGHTED
                AVERAGE COMMON SHARE OUTSTANDING -Basic
                and diluted
            
            
            8,889,644
            
            
            1,125,000
            
            
            8,644,065
            
            
            1,125,000





*See
      notes to condensed consolidated financial statements.*


5


**WESTERN
        CAPITAL RESOURCES, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOW**
 **(Unaudited)**





Nine
                Months Ended September 30, 2008 and 2007
            
            2008
            
            2007OPERATING
                ACTIVITIESNet
                Income
            
            $
            808,576
            
            $
            1,288,308Adjustments
                to reconcile net income to net cash provided (used) by operating
                activities:Depreciation
            
            
            156,734
            
            
            116,823Amortization
            
            
            120,099
            
            
            102,304Deferred
                income taxes
            
            
            178,000
            
            
            (227,000
            )Changes
                in operating assets and liabilitiesLoans
                receivable
            
            
            (546,249
            )
            
            8,637Prepaid
                expenses and other assets
            
            
            161,611
            
            
            45,190Accounts
                payable and accrued liabilities
            
            
            (2,016,139
            )
            
            (33,971
            )Deferred
                revenue
            
            
            45,695
            
            
            (23,374
            )Net
                cash (used in) provided by operating activities
            
            
            (1,091,673
            )
            
            1,276,917INVESTING
                ACTIVITIESPurchase
                of property, plant and equipment
            
            
            (299,164
            )
            
            (106,281
            )Acquisition
                of stores, net of cash acquired
            
            
            (344,447
            )
            
            -Net
                cash used by investing activities
            
            
            (643,611
            )
            
            (106,281
            )FINANCING
                ACTIVITIESPayments
                on notes payable
            
            
            -
            
            
            (530,000
            )Contributions
                from shareholders
            
            
            4,437,050
            
            
            -Cost
                of raising capital
            
            
            (79,145
            )
            
            -Dividends
                to shareholders
            
            
            (1,050,000
            )
            
            (674,920
            )Net
                cash provided (used) by financing activities
            
            
            3,307,905
            
            
            (1,204,920
            )NET
                (DECREASE) INCREASE IN CASH
            
            
            1,572,621
            
            
            (34,284
            )CASHBeginning
                of the period
            
            
            984,625
            
            
            1,265,460End
                of the period
            
            $
            2,557,246
            
            $
            1,231,176SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATIONIncome
                Taxes Paid
            
            $
            -
            
            $
            649,971Noncash
                investing and financing activities:Dividend
                Accrued
            
            $
            525,000
            
            $
            -Stock
                issued for NCC acquistion
            
            
            1,337,869
            
            
            -Notes
                issued for acquisition of STEN stores
            
            
            287,500





*See
      notes to condensed consolidated financial statements.*


6


**WESTERN
      CAPITAL RESOURCES, INC.**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY**





Series AConvertible
            
            Common
            
            AdditionalPreferred Stock
            
            Stock
            
            Paid-In
            
            Retained
            
            Stockholders’Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Earnings
            
            EquityBALANCE
                – December 31, 2006
            
            
            10,000,000
            
            
            100,000
            
            
            1,125,000
            
            
            -
            
            
            13,358,158
            
            
            1,068,793
            
            
            14,526,951Common
                stock issued, net of $347,995 costs
            
            
            -
            
            
            -
            
            
            4,403,544
            
            
            -
            
            
            4,150,005
            
            
            -
            
            
            4,150,005Stock-based
                compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            460,000
            
            
            -
            
            
            460,000Reverse
                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
            
            
            27,244BALANCE
                – December 31, 2007
            
            
            10,000,000
            
            
            100,000
            
            
            6,299,753
            
            
            -
            
            
            17,639,318
            
            
            (490,378
            )
            
            17,248,940Stock
                option exercises
            
            
            -
            
            
            -
            
            
            1,475,000
            
            
            -
            
            
            14,750
            
            
            
            
            
            14,750Common
                stock issued for NCC acquisition
            
            
            
            
            
            
            
            
            1,114,891
            
            
            
            
            
            1,337,869
            
            
            
            
            
            1,337,869Dividends
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (525,000
            )
            
            (525,000
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (33,806
            )
            
            (33,806
            )BALANCE
                - March 31, 2008
            
            
            10,000,000
            
            
            100,000
            
            
            8,889,644
            
            
            -
            
            
            18,991,937
            
            
            (1,049,184
            )
            
            18,042,753Stock
                option exercises
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            -S-1
                stock fees
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            (10,294
            )
            
            
            
            
            (10,294
            )Dividends
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (525,000
            )
            
            (525,000
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            525,784
            
            
            525,784BALANCE
                - June 30,2008
            
            
            10,000,000
            
            
            100,000
            
            
            8,889,644
            
            
            0
            
            
            18,981,643
            
            
            (1,048,400
            )
            
            18,033,243




*See
      notes to consolidated financial statements.*


7




WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES




NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





Basis
      of Presentation




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with United States of America generally accepted
      accounting principles (GAAP) for interim financial information and with the
      instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X.
      Accordingly, the condensed consolidated financial statements do not include
      all
      of the information and footnotes required for complete financial
      statements.




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 nine month periods ended September 30, 2008 are not
      necessarily indicative of the results that may be expected for the year ended
      December 31, 2008. 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, 2007. The condensed consolidated balance sheet at
      December 31, 2007, 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), formerly URON Inc. (URON), through its wholly
      owned operating subsidiaries, Wyoming Financial Lenders, Inc. (WFL) and National
      Cash & Credit, LLC (NCC), collectively referred to as the “Company”,
      provides retail financial services to individuals in the midwestern and
      southwestern United States. These services include payday loans, title 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
      September 30, 2008, the Company operated 66 stores in 11 states (Nebraska,
      Wyoming, Utah, Iowa, North Dakota, South Dakota, Kansas, Wisconsin, Montana,
      Colorado and Arizona). As of September 30, 2007, the Company operated in 53
      stores in 10 states. The condensed consolidated financial statements include
      the
      accounts of WCR, WFL and NCC. All significant intercompany balances and
      transactions have been eliminated in consolidation.





The
      Company provides short-term consumer loans, commonly known as cash advance
      or
“payday” loans, in amounts that typically range from $100 to $500. Cash advance
      loans provide customers with cash in exchange for a promissory note with a
      maturity of generally two to four weeks and the customer’s 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
      per each whole or partial increment of $100 borrowed. To repay the cash advance
      loans, customers may pay with cash, in which their personal check is returned
      to
      them, or allow their check to be presented to the bank for collection.





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, money orders and
      title loans. We also offer guaranteed phone/CricketTM phones to our customers. 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 services are subject to state regulations (which vary from state
      to
      state) and federal and local regulations, where applicable.





Pursuant
      to an Agreement and Plan of Merger 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”.




The
      condensed 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 WCR in exchange
      for the net monetary liabilities of WCR, accompanied by a recapitalization
      and,
      as a result, no goodwill relating to the Merger has been
      recorded.


8


WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





1.
            Nature
                of Business and Summary of Significant Accounting Policies –
                (continued)





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 allowance for loans receivable,
      allocation of and carrying value of goodwill and intangible assets, value
      associated with stock-based compensation, 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 loan fees are recognized using the interest method.
      The Company records fees derived from check cashing, guaranteed phone/Cricket
      fees, and all other services in the period in which the service is
      provided.





Loans
      Receivable




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





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





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


9


WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





1.
            Nature
                of Business and Summary of Significant Accounting Policies –
                (continued)





A
      roll
      forward of the Company’s loans receivable allowance for the nine months ended
      September 30, 2008 and 2007 is as follows:





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




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 (stock options, stock warrants, convertible
      preferred shares) when dilutive. Potentially dilutive securities of series
      A
      Convertible Preferred Stock (10,000,000) and stock warrants (400,000) were
      anti-dilutive and therefore excluded from the dilutive net income (loss) per
      share computation for the three and nine months ended September 30, 2008. Series
      A Convertible Preferred Stock (10,000,000) was anti-dilutive and therefore
      excluded for 2007.


10


WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




2.
            Acquisitions –





Acquisition
      of North Dakota Stores





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





Acquisition
      of National Cash & Credit





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





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





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





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





2008Cash
            
            $
            139,017Loans
                receivable
            
            
            850,577Property
                and equipment
            
            
            193,301Intangible
                assets
            
            
            150,000Goodwill
            
            
            559,729Current
                liabilities
            
            
            (63,837
            )$
            1,828,787




Acquisition
      of STEN Stores





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


11


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





2008Cash
            
            $
            7,468Loans
                receivable (net of allowance of $54,000)
            
            
            216,454Property
                and equipment
            
            
            36,647Prepaid
                expenses and other current assets
            
            
            26,931$
            287,500




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


12




WESTERN CAPITAL
      RESOURCES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




2.
            Acquisitions continued–





Three Months Ended September30,2008
            
            2007Pro
                forma revenue
            
            $
            3,751,020
            
            $
            3,537,910Pro
                forma net income
            
            
            523,095
            
            
            526,140Pro
                forma net income per common share - basic and diluted
            
            
            .00
            
            
            .00





Nine
                Months Ended September 30,2008
            
            2007Pro
                forma revenue
            
            $
            10,456,409
            
            $
            10,325,271Pro
                forma net income
            
            
            805,235
            
            
            1,434,717Pro
                forma net loss per common share - basic and diluted
            
            
            (.09
            )
            
            (.12
            )




3.
            Stockholders’
                Equity –





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





4.
            Risks
                Inherent in the Operating
                Environment –





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





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





5.
            Dividend
                Declaration and Payment-





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





6.
            Other
                Expenses-





A
      breakout of other expense is as follows:




Three Months Ended September 30,
            
            Nine Months Ended September 30,2008
            
            2007
            
            2008
            
            2007Store
                expensesBank
                Fees
            
            $
            32,095
            
            $
            17,846
            
            $
            80,189
            
            $
            61,040Collection
                Costs
            
            
            89,678
            
            
            66,397
            
            
            246,379
            
            
            160,672Repairs
                & Maintenance
            
            
            50,679
            
            
            16,759
            
            
            125,178
            
            
            61,20Supplies
            
            
            34,510
            
            
            31,785
            
            
            100,791
            
            
            106,318Telephone
                and Utilities
            
            
            83,346
            
            
            62,000
            
            
            236,341
            
            
            183,430Other
            
            
            87,131
            
            
            56,906
            
            
            342,449
            
            
            184,126$
            377,439
            
            $
            251,693
            
            $
            1,131,327
            
            $
            756,786General
                & administrative expensesProfessional
                Fees
            
            $
            164,575
            
            $
            31,079
            
            $
            853,947
            
            $
            40,950Other
            
            
            119,548
            
            
            63,205
            
            
            271,733
            
            
            243,160$
            284,123
            
            $
            94,284
            
            $
            1,125,680
            
            $
            284,110


13




7.
            Subsequent
                Events-





Effective
      October 15, 2008, the Company entered into a Stock Purchase Agreement with
      PQH Wireless, Inc., a Nebraska corporation, and Mark Houlton, Charles Payne
      and
      John Quandahl, the three stockholders of PQH Wireless. Under the Stock Purchase
      Agreement, the stockholders sold all of the outstanding capital stock in PQH
      Wireless to the Company for a total purchase price of $3,035,000. The
      transaction was financed by a combination of cash and notes payable to the
      sellers.





The
      Stock
      Purchase Agreement contains customary representations, warranties and covenants
      of the parties and indemnification obligations relating to those
      representations, warranties and covenants which survive until October 15,
      2010.





Mark
      Houlton is a director of the Company and John Quandahl is the Company’s Chief
      Operating Officer. Because each of these individuals were stockholders of the
      Company, each had a direct material financial interest in PQH Wireless. The
      ownership of Messrs. Houlton and Quandahl in PQH Wireless and the material
      terms
      and conditions of the Stock Purchase Agreement were disclosed to the
      disinterested members of the Company’s audit committee, which approved the Stock
      Purchase Agreement and the transactions contemplated thereby.





PQH
      Wireless was formed approximately two years ago and owns and operates nine
      stores at locations in Missouri, Nebraska, and Texas as an authorized seller
      of
      Cricket cellular phones.




On
      November 13, 2008, Wyoming Financial Lenders, Inc. entered into a Business
      Loan
      Agreement and associated agreements with Banco Popular North America, located
      in
      Rosemont, Illinois. The Business Loan Agreement provides Wyoming Financial
      Lenders with a one-year revolving line of credit in an amount of up to
      $2,000,000. The Business Loan Agreement contained customary representations
      and
      warranties, and contained certain financial covenants (including the
      satisfaction of certain financial criteria, as a condition to loan advances,
      such as current ratio and debt-to-adjusted-net-worth ratio).





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





14


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





Forward-Looking
      Statements




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





Overview




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





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





Since
      the
      Merger, the Company (primarily through Wyoming Financial Lenders, Inc.) provides
      retail financial services to individuals in the mid-western and southwestern
      United States. These services include non-recourse payday loans, check cashing
      and other money services. At the close of business on December 31, 2007, the
      Company owned and operated 52 stores in ten states (Colorado, Iowa, Kansas,
      Montana, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming).
      As
      of the date of this report, we owned and operated a total of 66 stores in the
      foregoing states and Arizona.





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





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




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




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




15


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




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





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





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





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





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





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





Discussion
      of Critical Accounting Policies




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





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




16


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




Loan
      Loss Allowance




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




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




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




Valuation
      of long-lived and Intangible Assets





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




Share-Based
      Compensation





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





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





For
      the
      three-month period ended September 30, 2008, net income was $.53 million
      compared to net income of $.46 million for the three months ended September
      30,
      2007. During the three months ended September 30, 2008, income before income
      taxes was $.63 million compared to income before income taxes of $.74 million
      for the three months ended September 30, 2007. The major components of each
      of
      revenues, store expenses, general and administrative expenses, total operating
      expenses and income tax expense are discussed below.





Revenues





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




17


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





**Three
                Months Ended September 30,**
            
            **Three
                Months Ended September 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**(percentage of revenues)Payday
                loan fees
            
            $
            3,031,301
            
            $
            2,377,355
            
            
            82.1
            %
            
            83.2
            %Check
                cashing fees
            
            
            279,787
            
            
            310,509
            
            
            7.6
            %
            
            10.9
            %Guaranteed
                phone/Cricket fees
            
            
            130,405
            
            
            154,788
            
            
            3.5
            %
            
            5.4
            %Title
                loan fees
            
            
            211,719
            
            
            -
            
            
            5.7
            %
            
            -Other
                fees
            
            
            40,682
            
            
            14,200
            
            
            1.1
            %
            
            .5
            %Total
            
            $
            3,693,894
            
            $
            2,856,852
            
            
            100.0
            %
            
            100.0
            %





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





Store
      Expenses




Total
      expenses associated with store operations for the three months ended September
      30, 2008 were $2.41 million compared to $1.76 million for the three months
      ended
      September 30, 2007. The most significant components of these expenses were
      salaries and benefits, provisions for loan losses, guaranteed phone/Cricket
      costs of sales, occupancy costs, advertising expenses, depreciation of store
      equipment, amortization of intangible assets and other expenses associated
      with
      store operations.





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





*Salaries
      and Benefits* .
      Payroll
      and related costs at the store level were $.86 million compared to $.65 million
      for the periods ended September 30, 2008 and 2007, respectively. Increased
      salaries and benefits expense resulted from of our addition of multiple store
      locations. We expect that, with anticipated continued store growth, these
      salaries and benefits expenses will continue to increase.





*Provisions
      for Loan Losses* .
      For the
      three months ended September 30, 2008 our provisions for loan losses were $.63
      million. For the three months ended September 30, 2007 such provisions were
      $.41
      million. Our provisions for loan losses represented approximately 19.4% and
      17.4% of our loan fee revenue for the three months ended September 30, 2008
      and
      2007, respectively. We believe that the increased loss ratio for the comparable
      periods results from both our increased store count, since the processes of
      integrating acquired store locations frequently involves some amount of time
      before store management had adopted and implemented our protective
      pre-transaction measures, and a more challenging consumer collections
      environment in general. The more challenging environment is mainly reflected
      by
      increased bankruptcy filings, higher energy and other consumer prices.
      Presently, we do not foresee any end to the current economic downturn and as
      a
      result we expect higher loan losses during the remainder of fiscal 2008 than
      those we experienced during 2007.





*Guaranteed
      phone/Cricket* .
      Guaranteed phone/Cricket costs (reflecting costs of sales of such items)
      decreased from $.09 million for the three months ended September 30, 2007 to
      $.05 million for the three months ended September 30, 2008, a decrease of $.04
      million. This decrease has followed our expectations that our guaranteed phone
      line of business will become increasingly less significant to our overall
      revenues as consumers move away from home phones in general (which is where
      the
      guaranteed phone product is used) toward cell phones. By the end of fiscal
      2008,
      we do not expect that this guaranteed phone line of business will be
      significant. We expect the Cricket line of business to increase through the
      end
      of fiscal 2008 and in the foreseeable future as a result of continued growth
      through the Company’s existing Cricket stores and the addition of the nine
      Cricket stores acquired under the PQH transaction described above.




*Occupancy
      Costs* .
      Occupancy expenses, comprised mainly of store leases, were $.30 million for
      the
      three months ended September 30, 2008 versus $.18 million for the three months
      ended September 30, 2007 an increase of $.12 million. The increase in our
      occupancy expenses relates to our acquisitions and operation of more stores
      during the most recent three-month period. In general, as we pursue a growth
      by
      small acquisitions strategy, we expect this trend to continue for the
      foreseeable future.




18


*Advertising* .
      Advertising and marketing expenses were $.11 million during the three-month
      period ended September 30, 2008 as compared to $.11 million during the
      three-month period ended September 30, 2007. In general, we expect that our
      marketing and advertising expenses for fiscal 2008 will remain relatively stable
      but will increase overall, as compared to fiscal 2007, if we are successful
      in
      implementing our acquisition strategy during the year.





*Depreciation* .
      Depreciation, relating to store equipment and capital expenditures for stores,
      increased from $.01 million for the three months ended September 30, 2007 to
      $.01 million for the three months ended September 30, 2008.




*Amortization
      of Intangible Assets*.
      Amortization of intangible assets were comparable for the two interim periods,
      being $.04 million for the three months ended September 30, 2008 and .03 million
      for the three months ended September 30, 2007.





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





General
      and Administrative Expenses





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





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





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





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





Total
      Operating Expenses





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





Income
      Tax Expense





Income
      tax expense for the period ended September 30, 2008 was $.11 compared to income
      tax expense of $.28 million for the period ended September 30, 2007. This
      decrease primarily was as a result of adjusting our tax provision for the
      reversal of permanent items related to failed acquisition costs. Additionally
      our net income before taxes for the 2008 period of $.63 million versus net
      income before taxes for the 2007 period of $.74 million resulted in a lower
      income tax expense for the three months ended September 30, 2008.





**Results
      of Operations - Nine Months Ended September 30, 2008 Compared to Nine Months
      Ended September 30, 2007**





For
      the
      nine-month period ended September 30, 2008, net income was $.81 million compared
      to net income of $1.29 million for the nine months ended September 30, 2007.
      During the nine months ended September 30, 2008, income before income taxes
      was
      $1.12 million compared to income before income taxes of $2.01 million for the
      nine months ended September 30, 2007. The major components of each of revenues,
      store expenses, general and administrative expenses, total operating expenses
      and income tax expense are discussed below.




19


Revenues





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




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




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





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





Store
      Expenses




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





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





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





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





*Guaranteed
      phone/Cricket* .
      Guaranteed phone/Cricket costs (reflecting costs of sales of such items)
      decreased from $.34 million for the nine months ended September 30, 2007 to
      $.22
      for the nine months ended September 30, 2008, a decrease of $.12 million. This
      decrease has followed our expectations that our guaranteed phone line of
      business will become increasingly less significant to our overall revenues
      as
      consumers move away from home phones in general (which is where the guaranteed
      phone product is used) toward cell phones. We expect the Cricket line of
      business to increase through the end of fiscal 2008 and in the foreseeable
      future as a result of continued growth through the Company’s existing Cricket
      stores and the addition of the nine Cricket stores acquired under the PQH
      Wireless transaction described above.




20


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




*Advertising* .
      Advertising and marketing expenses were $.28 million during the nine-month
      period ended September 30, 2008 as compared to $.33 million during the
      nine-month period ended September 30, 2007. Although we have not made a
      concerted effort to reduce our advertising expenses, the decrease in advertising
      and marketing expenses primarily results from the timing of payments. In
      general, we expect that our marketing and advertising expenses for fiscal 2008
      will remain relatively stable but will increase overall, as compared to fiscal
      2007, if we are successful in implementing our acquisition strategy during
      the
      year.





*Depreciation* .
      Depreciation, relating to store equipment and capital expenditures for stores,
      increased from $.08 million for the nine months ended September 30, 2007 to
      $.13
      million for the nine months ended September 30, 2008.





*Amortization
      of Intangible Assets* .
      Amortization of intangible assets increased from $.10 million for the nine
      months ended September 30, 2007 versus $.12 million for the nine months ended
      September 30, 2008.





*Other* .
      Other
      expenses were $1.13 million for the nine months ended September 30, 2008 versus
      $.76 million for the nine months ended September 30, 2007 primarily due higher
      costs associated with operating a higher number of stores on a year-over-year
      basis.





General
      and Administrative Expenses





Total
      general and administrative costs for the nine months ended September 30, 2008
      were $2.11 compared to $1.19 million for the nine months ended September 30,
      2007. For the nine-month period ended September 30, 2008, the major components
      of these costs were salaries and benefits for our corporate headquarters
      operations and executive management, depreciation of certain
      headquarters-related equipment, and utilities, office supplies and other minor
      costs, professional fees for accounting and legal services (collectively grouped
      as “other” costs). A discussion of the various components of our general and
      administrative costs for the nine months ended September 30, 2008 and 2007
      appears below:





*Salaries
      and Benefits* .
      Salaries and benefits expenses for the nine months ended September 30, 2008
      were
      $.95 million, a $.08 million increase from the $.87 million in such expenses
      during period ended September 30, 2007. Our payment cost for headquarters and
      management employees are slightly higher for the period ended September 30,
      2008
      then they were for the corresponding period ended September 30, 2007. This
      increase is mainly due to our addition of employees since the
      Merger.





*Depreciation* .
      Depreciation for the periods ended September 30, 2008 and 2007 remained constant
      at $.03 million for both periods. Depreciation relates primarily to equipment
      and capital improvements at the Company’s corporate headquarters.





*Other
      General and Administrative Expenses* .
      Other
      general and administrative expenses, which includes professional fees for
      accounting and legal services, consulting services related to Sarbanes-Oxley
      compliance, utilities, office supplies, collection costs and other minor costs
      associated with corporate headquarters activities, aggregated to $1.13 million
      for the nine months ended September 30, 2008 versus $.28 million for the nine
      months ended September 30, 2007. We do not expect these types of costs to
      decrease to their fiscal 2007 levels, as most of them are attributed to efforts
      to comply with various rules and regulations applicable to public reporting
      companies.





Total
      Operating Expenses





Our
      total
      operating expenses for the nine months ended September 30, 2008 were $8.71
      million compared to $6.39 million for the comparable period for 2007. Overall,
      the $2.32 million increase in operating expenses were mainly attributed to
      our
      growth in the number of operating stores and increased costs associated with
      being a public reporting company.





Income
      Tax Expense





Income
      tax expense for the period ended September 30, 2008 was $.32 compared to income
      tax expense of $.78 million for the period ended September 30, 2007. This
      decrease primarily was as a result of adjusting our tax provision for the
      reversal of permanent items related to failed acquisition costs. Additionally
      our net income before taxes for the 2008 period of $1.12 million versus net
      income before taxes for the 2007 period of $2.07 million resulted in a lower
      income tax expense for the nine months ended September 30,2008.





21


**Liquidity
      and Capital Resources**





Summary
      cash flow data is as follows:




Nine-Months Ended September 30,2008
            
            2007Cash
                flows provided (used) by :Operating
                activities
            
            $
            (1,091,673
            )
            $
            1,276,916Investing
                activities
            
            
            (643,611
            )
            
            (106,281
            )Financing
                activities
            
            
            3,307,905
            
            
            (1,204,920
            )Net
                increase (decrease) in cash
            
            
            1,572,621
            
            
            (34,285
            )Cash,
                beginning of period
            
            
            984,625
            
            
            1,265,460Cash,
                end of period
            
            $
            2,557,246
            
            $
            1,231,175




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




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements.




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**





Not
      applicable.





**Item
      4. Controls and Procedures**





Evaluation
      of Disclosure Controls and Procedures




On
      September 30, 2008, Western Capital Resources, Inc.’s Chief Executive Officer
      and Chief Financial Officer carried out an evaluation of the effectiveness
      of
      the design and operation of its disclosure controls and procedures (as defined
      in Exchange Rule 13a-15(e)). Based upon that evaluation, the Chief Executive
      Officer and Chief Financial Officer concluded that, except for the item noted
      below, Western Capital Resources Inc.’s disclosure controls and procedures are
      effective.




During
      the course of their audit of our consolidated financial statements for fiscal
      2007, our independent registered public accounting firm, Lurie Besikof Lapidus
      & Company, LLP, advised management and the audit committee of our Board of
      Directors that they had identified a deficiency in internal control. The
      deficiency is considered to be a material weakness as defined under standards
      established by the American Institute of Certified Public Accountants. The
      material weakness relates to the lack of segregation of duties within the
      financial processes in the Company.





The
      Company periodically assesses the cost versus benefit of adding the resources
      that would remedy or mitigate this situation, and currently does not consider
      the benefits to outweigh the costs of adding additional staff in light of the
      limited number of transactions related to the Company's operations.





Changes
      in Internal Control over Financial Reporting




There
      were no changes in Western Capital Resources, Inc.’s internal controls over
      financial reporting that occurred during its most recent fiscal quarter that
      have materially affected, or are reasonably likely to materially affect such
      controls.





**PART
      II. OTHER INFORMATION**





**Item 1.
      Legal Proceedings**





None.





22


**Item 1A.
      Risk Factors**





In
      addition to the other information set forth in this report, you should carefully
      consider the factors discussed in our Current Report on Form 8-K filed with
      the
      SEC on January 7, 2008, and in our Registration Statement on Form S-1 (including
      all amendments) (333-150914). Additional risks and uncertainties not currently
      known to us or that we currently deem to be immaterial may also materially
      adversely affect our business, financial condition and/or operating
      results.





*Recently
      legislation introduced into the U.S. Senate would, if passed into law,
      materially and adversely affect our business and threaten the viability of
      the
      Company.*





In
      July
      2008, a bill was introduced before the U.S. Senate, entitled the “Protecting
      Consumers from Unreasonable Credit Rates Act of 2008” (an amendment to the Truth
      in Lending Act), proposing to set a maximum actual or imputed interest rate
      of
      36% on all extensions of credit of any type anywhere in the United States.
      The
      bill is intended to limit the charges and fees payable in connection with payday
      lending, and it is modeled after a similar law that was passed in 2007 with
      respect to the U.S. military. Under that law (contained in the 2007 Military
      Authorization Act), no extensions of credit to U.S. military personnel may
      be
      made at an actual or imputed rate of annual interest exceeding 36%. Presently,
      the bill is in the Senate Committee on Banking, Housing, and Urban Affairs.
      The
      Company has no further information regarding the bill at this time. The passage
      of this bill into law would essentially prohibit the Company from conducting
      its
      payday lending business in its current form, and would certainly have a material
      and adverse effect on the Company, operating results, financial condition and
      prospects and even its viability.





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




None.





**Item 3.
      Defaults upon Senior Securities**





None.





**Item 4.
      Submission of Matters to a Vote of Security Holders**





None.




**Item 5.
      Other Information**





On
      November 13, 2008, Wyoming Financial Lenders, Inc. entered into a Business
      Loan
      Agreement and associated agreements with Banco Popular North America, located
      in
      Rosemont, Illinois. The Business Loan Agreement provides Wyoming Financial
      Lenders with a one-year revolving line of credit in an amount of up to
      $2,000,000. The Business Loan Agreement contained customary representations
      and
      warranties, and contained certain financial covenants (including the
      satisfaction of certain financial criteria, as a condition to loan advances,
      such as current ratio and debt-to-adjusted-net-worth ratio).





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





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





·
            Default
                in payment


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


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


·
            Insolvency
                of Wyoming Financial Lenders


·
            An
                adverse change in the financial condition of Wyoming Financial
                Lenders


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


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





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




23


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




24


**Item 6.
      Exhibits**





**Exhibit**
            
            **Description**31.1
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( *filed
                herewith* ).31.2
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( *filed
                herewith* ).32
            
            Certification
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 ( *filed herewith*
                ).





**SIGNATURES**




Pursuant
      to the requirements of the Securities and Exchange Act, the registrant has
      duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.





Dated:
                November 19, 2008
            **Western
                Capital Resources, Inc.**(Registrant)By:
            /s/
                Christopher LarsonChristopher
                LarsonChief
                Executive OfficerBy:
            /s/
                Steve StaehrSteve
                StaehrChief
                Financial Officer




25