SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  Form
10-Q/A
  x   Quarterly report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
  For the
quarterly period ended March 31, 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)
  11550 “I” Street, Suite 150,
Omaha, Nebraska, 68137
 (Address
of Principal Executive Offices) (Zip Code)
  Registrant’s telephone
number, including area code: (402) 551-8888
 
 
 2201 West Broadway, Suite 1,
Council Bluffs, Iowa 51501
 (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 o No þ
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “ large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check
one):
  Large accelerated filer 
      o
              Accelerated filer 
      oNon-accelerated filer 
      o
              Smaller reporting company 
      þ
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
  Yes o No þ
  APPLICABLE
ONLY TO CORPORATE ISSUERS
  As of
April 30, 2009, the registrant had outstanding 7,971,007 shares of common stock,
no par value per share.
  
   Western
Capital Resources, Inc.
  Index
 
 PageExplanation
      of Our Restatement
                    
                    2PART
      I. FINANCIAL INFORMATIONItem
      1. Financial Statements
                    
                    3Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                    
                    17Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                    
                    23Item
      4T. Controls and Procedures
                    
                    23PART
      II. OTHER INFORMATIONItem
      1. Legal Proceedings
                    
                    23Item
      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
                    
                    24Item
      6. Exhibits
                    
                    25SIGNATURES
                    
                    25
 
 
 1
  EXPLANATION
OF OUR RESTATEMENT
  As
previously reported on a Current Reports on Form 8-K filed with the SEC, we
announced that the consolidated financial statements contained in our Annual
Report on Form 10-K for the year ended December 31, 2007, and subsequent interim
reports for the quarterly periods through September 30, 2008, required
restatement in order to correct errors related to the following:
 
 ·
              the
      allocation of purchase price to customer relationships as opposed to
      goodwill for historical acquisitions,
and
 ·
              an
      understatement of share-based compensation expense for fiscal
      2007.
 
 Additionally,
we announced that the Company’s Board of Directors was conducting an internal
review of the propriety and categorization of certain expense reimbursements and
certain other transactions.  This review has been
completed.  As a result of that review and the execution of a
settlement agreement with the former CEO, the Company determined that $175,000
of cost originally reported as a reduction of proceeds from stock issued in the
consolidated statements of shareholders’ equity should be reported as an expense
in the consolidated statements of operations.
 
 This Form
10-Q/A reflects the restatement of our previously issued consolidated financial
statements contained in this amended report. These adjustments are fully
discussed in Note 2 to the condensed consolidated financial statements contained
in this amended report.  Along with this amended report, we are filing
our amended Form 10-K/A for the year ended December 31, 2007, our amended
Quarterly Reports on Form 10-Q/A for the second and third quarters of fiscal
2008, and our Annual Report on Form 10-K for  fiscal
2008.
 
 In
addition, we have updated our consolidated financial statements to classify the
results of operations for National Cash & Credit, LLC and the business
we acquired from STEN Corporation (“NCC” and “STEN”), both of which were sold on
December 31, 2008, as discontinued operations in accordance with Statement of
Financial Accounting Standards No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets.”  See Note 2 to the condensed
consolidated financial statements for further description.
 
 The
following items have been amended as a result of the restatement:
 
 Part
      I
              Item
      1.  Financial StatementsPart
      I
              Item
      2.  Management’s Discussion and Analysis of Financial Condition and
      Results of OperationsPart
      I
              Item
      4(T).  Controls and Procedures
 Because
we have changed our corporate name since we originally filed our Quarterly
Report on Form 10-Q for the period ended March 31, 2008, we have updated this
amended report to reflect our current name.  Other than as described
above or elsewhere if indicated, no other information in our original Quarterly
Report on Form 10-Q for the period ended March 31, 2008 has been amended
hereby as a result of the restatement contained in this amended
report.  For updated information regarding the Company, please see our
Annual Report on Form 10-K for the year ended December 31, 2008 which, as we
indicate above, we are filing concurrently with this amended
report.
  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 Operations
                    5Condensed
      Consolidated Statements of Cash Flows
                    6Notes
      to Condensed Consolidated Financial Statements
                    7
  3
 
 
 WESTERN CAPITAL RESOURCES, INC. AND
SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS (Restated)
 
 March
      31, 2008
                                
                                
                                December 31, 2007(Unaudited)ASSETSCURRENT
      ASSETSCash
                                
                                $
                                3,835,973
                                
                                
                                $
                                984,625Loans
      receivable (less allowance for losses of $966,000 and
      $976,000)
                                
                                
                                3,591,410
                                
                                
                                
                                4,117,497Stock
      subscriptions receivable
                                
                                
                                -
                                
                                
                                
                                4,422,300Prepaid
      expenses and other
                                
                                
                                418,018
                                
                                
                                
                                92,333Deferred
      income taxes
                                
                                
                                443,000
                                
                                
                                
                                662,000Assets
      used in discontinued operations
                                
                                
                                850,405
                                
                                
                                
                                -TOTAL
      CURRENT ASSETS
                                
                                
                                9,138,806
                                
                                
                                
                                10,278,755PROPERTY
      AND EQUIPMENT
                                
                                
                                662,044
                                
                                
                                
                                631,736GOODWILL
                                
                                
                                8,041,722
                                
                                
                                
                                7,905,746INTANGIBLE
      ASSETS
                                
                                
                                342,886
                                
                                
                                
                                347,586DEFERRED
      INCOME TAX
                                
                                
                                78,000
                                
                                
                                
                                109,000OTHER
                                
                                
                                -
                                
                                
                                
                                167,000ASSETS
      USED IN DISCONTINUED OPERATIONS
                                
                                
                                629,319
                                
                                
                                
                                -TOTAL
      ASSETS
                                
                                $
                                18,892,777
                                
                                
                                $
                                19,439,823LIABILITIES AND SHAREHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                
                                $
                                532,380
                                
                                
                                $
                                1,733,844Accounts
      payable - related parties
                                
                                
                                535,000
                                
                                
                                
                                1,125,935Accrued
      dividend payable
                                
                                
                                525,000
                                
                                
                                
                                -Deferred
      revenue
                                
                                
                                218,410
                                
                                
                                
                                262,357Liabilities
      from discontinued operations
                                
                                
                                32,110
                                
                                
                                
                                -TOTAL
      CURRENT LIABILITIES
                                
                                
                                1,842,900
                                
                                
                                
                                3,122,136SHAREHOLDERS'
      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
                                
                                
                                19,786,937
                                
                                
                                
                                18,434,318Retained
      earnings (deficit)
                                
                                
                                (2,837,060
                                )
                                
                                
                                (2,216,631
                                )TOTAL
      SHAREHOLDERS’ EQUITY
                                
                                
                                17,049,877
                                
                                
                                
                                16,317,687TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                                
                                $
                                18,892,777
                                
                                
                                $
                                19,439,823
 
 See
notes to condensed consolidated financial statements.
 
 4
 
 WESTERN CAPITAL RESOURCES, INC. AND
SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)
 
 Three months ended
                                                        
                                                        
                                                        Three months endedMarch
      31, 2008
                                                          (Unaudited)
                                                        
                                                        
                                                        March
      31, 2007
                                                          (Unaudited)REVENUESLoan fees
                                                        
                                                        $
                                                        2,203,980
                                                        
                                                        
                                                        $
                                                        2,150,306Check
      cashing fees
                                                        
                                                        
                                                        346,091
                                                        
                                                        
                                                        
                                                        406,445Guaranteed
      phone/Cricket fees
                                                        
                                                        
                                                        168,351
                                                        
                                                        
                                                        
                                                        267,396Other
      fees
                                                        
                                                        
                                                        61,969
                                                        
                                                        
                                                        
                                                        47,5262,780,391
                                                        
                                                        
                                                        
                                                        2,871,673STORE
      EXPENSESSalaries
      and benefits
                                                        
                                                        
                                                        734,689
                                                        
                                                        
                                                        
                                                        683,971Provisions
      for loan losses
                                                        
                                                        
                                                        341,270
                                                        
                                                        
                                                        
                                                        273,482Guaranteed
      phone/Cricket cost of sales
                                                        
                                                        
                                                        106,876
                                                        
                                                        
                                                        
                                                        152,737Occupancy
                                                        
                                                        
                                                        193,054
                                                        
                                                        
                                                        
                                                        185,870Advertising
                                                        
                                                        
                                                        85,526
                                                        
                                                        
                                                        
                                                        126,289Depreciation
                                                        
                                                        
                                                        26,955
                                                        
                                                        
                                                        
                                                        34,688Amortization
      of intangible assets
                                                        
                                                        
                                                        101,724
                                                        
                                                        
                                                        
                                                        209,271Other
                                                        
                                                        
                                                        332,465
                                                        
                                                        
                                                        
                                                        290,3191,922,559
                                                        
                                                        
                                                        
                                                        1,956,627INCOME
      FROM STORES
                                                        
                                                        
                                                        857,832
                                                        
                                                        
                                                        
                                                        915,046GENERAL
      & ADMINISTRATIVE EXPENSESSalaries
      and benefits
                                                        
                                                        
                                                        300,291
                                                        
                                                        
                                                        
                                                        378,210Depreciation
                                                        
                                                        
                                                        9,796
                                                        
                                                        
                                                        
                                                        10,292Other
                                                        
                                                        
                                                        670,616
                                                        
                                                        
                                                        
                                                        96,630980,703
                                                        
                                                        
                                                        
                                                        485,132INCOME
      (LOSS) FROM CONTINUING OPERATIONS
                                                        
                                                        
                                                        (122,871
                                                        )
                                                        
                                                        
                                                        429,914INCOME
      TAX EXPENSE (BENEFIT)
                                                        
                                                        
                                                        (30,100
                                                        )
                                                        
                                                        
                                                        161,000NET
      INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS
                                                        
                                                        
                                                        (92,771
                                                        )
                                                        
                                                        
                                                        268,914LOSS
      FROM DISCONTINUED OPERATIONS
                                                        
                                                        
                                                        (2,658
                                                        )
                                                        
                                                        
                                                        -NET
      INCOME (LOSS)
                                                        
                                                        
                                                        (95,429
                                                        )
                                                        
                                                        
                                                        268,914SERIES
      A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumed for 2007)
                                                        
                                                        
                                                        (525,000
                                                        )
                                                        
                                                        
                                                        (525,000
                                                        )NET
      LOSS AVAILABLE TO COMMON SHAREHOLDERS
                                                        
                                                        $
                                                        (620,429
                                                        )
                                                        
                                                        $
                                                        (256,086
                                                        )NET
      LOSS PER COMMON SHARE-BASIC AND DILUTEDContinuing
      operations
                                                        
                                                        $
                                                        (0.08
                                                        )
                                                        
                                                        $
                                                        (0.23
                                                        )Discontinued
      operations
                                                        
                                                        
                                                        0.00
                                                        
                                                        
                                                        
                                                        0.00Net
      income per common share
                                                        
                                                        $
                                                        (0.08
                                                        )
                                                        
                                                        $
                                                        (0.23
                                                        )WEIGHTED
      AVERAGE COMMON SHARE OUTSTANDING -Basic
      and diluted
                                                        
                                                        
                                                        8,150,208
                                                        
                                                        
                                                        
                                                        1,125,000
 
 See
notes to condensed consolidated financial statements.
 
 5
  WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Restated)
 
 Three
      Months Ended March 31,
                                            
                                            2008
                                            
                                            
                                            2007(Unaudited)
                                            
                                            
                                            (Unaudited)OPERATING
      ACTIVITIESNet
      Income (Loss)
                                            
                                            $
                                            (95,429
                                            )
                                            
                                            $
                                            268,914Adjustments
      to reconcile net income (loss) to net cash provided (used) by
      operating activities:Depreciation
                                            
                                            
                                            42,409
                                            
                                            
                                            
                                            44,980Amortization
                                            
                                            
                                            116,778
                                            
                                            
                                            
                                            209,271Deferred
      income taxes
                                            
                                            
                                            236,000
                                            
                                            
                                            
                                            (30,000
                                            )Loss
      on disposal of property and equipment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Changes
      in operating assets and liabilitiesLoans
      receivable
                                            
                                            
                                            721,390
                                            
                                            
                                            
                                            638,694Prepaid
      expenses and other assets
                                            
                                            
                                            (192,907
                                            )
                                            
                                            
                                            43,968Accounts
      payable and accrued liabilities
                                            
                                            
                                            (1,856,236
                                            )
                                            
                                            
                                            33,656Deferred
      revenue
                                            
                                            
                                            (11,838
                                            )
                                            
                                            
                                            (26,122
                                            )Net
      cash provided (used) by operating activities
                                            
                                            
                                            (1,039,833
                                            )
                                            
                                            
                                            1,183,361INVESTING
      ACTIVITIESPurchase
      of property and equipment
                                            
                                            
                                            (42,060
                                            )
                                            
                                            
                                            (47,851
                                            )Acquisition
      of stores, net of cash acquired
                                            
                                            
                                            (351,900
                                            )
                                            
                                            
                                            -Net
      cash used by investing activities
                                            
                                            
                                            (393,960
                                            )
                                            
                                            
                                            (47,851
                                            )FINANCING
      ACTIVITIESPayments
      on notes payable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (530,000
                                            )Collection
      on sales of stock
                                            
                                            
                                            4,437,050
                                            
                                            
                                            
                                            -Dividends
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (405,395
                                            )Net
      cash provided (used) by financing activities
                                            
                                            
                                            4,437,050
                                            
                                            
                                            
                                            (935,395
                                            )NET
      INCREASE (DECREASE) IN CASH
                                            
                                            
                                            3,003,257
                                            
                                            
                                            
                                            200,115CASHBeginning
      of period
                                            
                                            
                                            984,625
                                            
                                            
                                            
                                            1,265,460End
      of period
                                            
                                            
                                            3,987,882
                                            
                                            
                                            
                                            1,465,575Less:
      Cash of discounted operations
                                            
                                            
                                            (151,909
                                            )
                                            
                                            
                                            -End
      of period, continuing operations
                                            
                                            $
                                            3,835,973
                                            
                                            
                                            $
                                            1,465,575SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONIncome
      taxes paid
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            191,000Noncash
      investing and financing activities:Dividend
      accrued
                                            
                                            $
                                            525,000
                                            
                                            
                                            $
                                            -Stock
      issued for store acquisition
                                            
                                            
                                            1,337,869
                                            
                                            
                                            
                                            -
 
 See
notes to condensed consolidated financial statements.
 
 6
 
 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 month period ended March 31, 2008 is 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/A 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 known as URON Inc.) 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 non-recourse cash advance
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 March 31, 2008, the Company operated 63 stores in 11 states (Nebraska,
Wyoming, Utah, Iowa, North Dakota, South Dakota, Kansas, Wisconsin, Montana,
Colorado and Arizona). As of March 31, 2007, Company operated in 55 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, known as cash advance loans, in
amounts that typically range from $100 to $500. Cash advance loans provide
customers with cash in exchange for a promissory note with a maturity of
generally two to four weeks and the customer’s personal check for the aggregate
amount of the cash advanced plus a fee. The fee varies from state to state,
based on applicable regulations and generally ranges from $15 to $20 per each
$100 borrowed. To repay the cash advance loans, customers may pay with cash, 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.
 
 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 WCR, WFL Acquisition Corp., a Wyoming
corporation and wholly owned subsidiary of the WCR, and WFL, WFL Acquisition
Corp. merged with and into WFL, with WFL remaining as the surviving entity and a
wholly owned operating subsidiary of WCR. 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.
  7
  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.
 
 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
account, 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 collection 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
approximately 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 – 86%.  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.
  A
rollforward of the Company’s loans receivable allowance for the three months
ended March 31, 2008 and 2007 is as follows:
 
 Three
      Months Ended March 31,2008
                        
                        
                        2007Loans
      receivable allowance, beginning of period
                        
                        $
                        976,000
                        
                        
                        $
                        762,000Provision
      for loan losses charged to expense
                        
                        
                        341,270
                        
                        
                        
                        273,482Charge-offs,
      net
                        
                        
                        (351,270
                        )
                        
                        
                        (364,856
                        )Loans
      receivable allowance, end of period
                        
                        $
                        966,000
                        
                        
                        $
                        670,606
 
 8
  WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Net Loss Per Common
Share
 
 Basic net
loss per common share is computed by dividing the loss available to common
shareholders by the weighted average number of common shares outstanding for the
year. Diluted net loss per common share is computed by dividing the net loss
available to common shareholders’ by the sum of the weighted average number of
common shares outstanding plus potentially dilutive common share equivalents
(stock options, stock warrants, convertible 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 loss per share computation for 2008. Series A
Convertible Preferred Stock (10,000,000) was anti-dilutive and therefore
excluded for 2007.
 
 Recent Accounting
Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements (as
amended),” which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure about
fair value measurements. SFAS No. 157 applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value, and therefore,
does not expand the use of fair value in any new circumstances. The effective
date of this standard was for all full fiscal and interim periods beginning
after November 15, 2007. The Company adopted SFAS 157 on January 1, 2008 with no
impact on its condensed consolidated financial statements
 
 In
February 2008, the FASB issued Staff Position 157-2, Effective Date of FASB 157,
(FSP 157-2) which deferred the provisions of SFAS 157 to annual periods
beginning after November 15, 2008 for non-financial assets and liabilities.
Non-financial assets include fair value measurements associated with business
acquisitions and impairment testing of tangible and intangible assets. The
Company is still evaluating the impact, if any, that the adoption of FSP 157-2
will have on its condensed consolidated financial statements.
 
 In
February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS
159 permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities using different
measurement techniques.
 
 SFAS 159
requires additional disclosures related to fair value measurements included in
the entity’s financial statements. This statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007. The
Company adopted SFAS 159 on January 1, 2008 with no impact on its condensed
consolidated financial statements.
 
 In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141R (revised 2007), Business Combinations (SFAS
141R). SFAS 141R broadens the guidance of SFAS 141, extending its applicability
to all transactions and other events in which one entity obtains control over
one or more other businesses. It broadens the fair value measurement and
recognition of assets acquired, liabilities assumed, and interests transferred
as a result of business combinations. SFAS 141R expands on required disclosures
to improve the statement users’ abilities to evaluate the nature and financial
effects of business combinations. SFAS 141R is effective for fiscal year
beginning on or after December 15, 2008. The Company does not expect the
adoption of SFAS 141R to have a material effect on its condensed consolidated
financial statements.
  2.
              Restatement –
 
 Subsequent to the filing
of our Annual Report on Form 10-K for the year ended December 31, 2007,
management determined that the consolidated financial statements for the years
ended December 31, 2007 and 2006, and subsequent interim reports for the
quarterly periods through September 30, 2008 required restatement tocorrect errors related to allocation of purchase price to customer
relationships as opposed to goodwill for historical acquisitions, correct an
understatement of share-based compensation expense for fiscal 2007 and to
re-categorize $175,000 of cost originally reported as a reduction of proceeds
from common stock in the consolidated statements of shareholders’ equity to an
expense in the consolidated statements of operations. The details of these items
are as follows:
  On December 31, 2007, we
completed a reverse merger with WFL which included the purchase of certain
intangible assets (customer lists).After revisiting certain
assumptions and the analysis used in the initial, valuation management concluded
that allocation of purchase price to customer lists from historical acquisitions
should have been increased with a corresponding decrease to goodwill in the
amount of $2,296,493.  This resulted in an increase in amortization
expense of $79,623 and $175,170 for the three month periods ended March 31, 2008
and 2007.
  9
  WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 On
November 29, 2007 we issued stock options and warrants to certain employees and
nonemployees.  After revisiting certain assumptions and the analysis
used in the initial valuation, management concluded that the valuation of the
shares should have been recorded at $0.54 per share rather than $0.23 per share.
This resulted in an increase in stock compensation expense of $20,700 for the
three months ended March 31, 2008.
  On April
9, 2009, the Company’s Board of Directors concluded its internal review of
certain expense reimbursements and certain other transactions.  As a
result of that review and the execution of a settlement agreement with the
former CEO, the Company determined that $175,000 of cost originally reported, in
the fourth quarter of 2007, as a reduction of proceeds from common stock in
the consolidated statement of shareholders’ equity should be reported as an
expense in the consolidated statements of operations.
  In addition, we have
updated our financial statements to classify the results of operations for NCC
and STEN Corporation which were sold on December 31, 2008, as discontinued
operations in accordance with Statement of Financial Accounting Standards No.
144 “Accounting for
the Impairment or Disposal of Long-Lived Assets.”
 
 The
following tables represent the effect of the restatement and discontinued
operations:
   10
  WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED CONSOLIDATED BALANCE
SHEET
  December
      31, 2007
                                      
                                      Reported
                                      
                                      
                                      Adjustment
                                      
                                      
                                      As
                                        RestatedASSETSCURRENT
      ASSETSCash
                                      
                                      $
                                      984,625
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      984,625Loans
      receivable (less allowance for losses of $976,000)
                                      
                                      
                                      4,117,497
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      4,117,497Stock
      subscriptions receivable
                                      
                                      
                                      4,422,300
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      4,422,300Prepaid
      expenses and other
                                      
                                      
                                      92,333
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      92,333Deferred
      income taxes
                                      
                                      
                                      526,000
                                      
                                      
                                      
                                      136,000
                                      
                                      
                                      
                                      662,000TOTAL
      CURRENT ASSETS
                                      
                                      
                                      10,142,755
                                      
                                      
                                      
                                      136,000
                                      
                                      
                                      
                                      10,278,755PROPERTY
      AND EQUIPMENT
                                      
                                      
                                      631,736
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      631,736GOODWILL
                                      
                                      
                                      9,883,659
                                      
                                      
                                      
                                      (1,977,913
                                      )
                                      
                                      
                                      7,905,746INTANGIBLE
      ASSETS
                                      
                                      
                                      90,926
                                      
                                      
                                      
                                      256,660
                                      
                                      
                                      
                                      347,586DEFERRED
      INCOME TAX
                                      
                                      
                                      -
                                      
                                      
                                      
                                      109,000
                                      
                                      
                                      
                                      109,000OTHER
                                      
                                      
                                      167,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      167,000TOTAL
      ASSETS
                                      
                                      $
                                      20,916,076
                                      
                                      
                                      $
                                      (1,476,253
                                      )
                                      
                                      $
                                      19,439,823LIABILITIES
      AND SHAREHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                      
                                      $
                                      1,908,844
                                      
                                      
                                      $
                                      (175,000
                                      )
                                      
                                      $
                                      1,733,844Accounts
      payable - related parties
                                      
                                      
                                      950,935
                                      
                                      
                                      
                                      175,000
                                      
                                      
                                      
                                      1,125,935Accrued
      dividend payable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Deferred
      revenue
                                      
                                      
                                      262,357
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      262,357TOTAL
      CURRENT LIABILITIES
                                      
                                      
                                      3,122,136
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,122,136DEFERRED
      INCOME TAXES
                                      
                                      
                                      545,000
                                      
                                      
                                      
                                      (545,000
                                      )
                                      
                                      
                                      -TOTAL
      LIABILITES
                                      
                                      
                                      3,667,136
                                      
                                      
                                      
                                      (545,000
                                      )
                                      
                                      
                                      3,122,136SHAREHOLDERS'
      EQUITYSeries
      A convertible preferred stock
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      100,000Common
      stock
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Additional
      paid-in capital
                                      
                                      
                                      17,639,318
                                      
                                      
                                      
                                      795,000
                                      
                                      
                                      
                                      18,434,318Retained
      earnings (deficit)
                                      
                                      
                                      (490,378
                                      )
                                      
                                      
                                      (1,726,253
                                      )
                                      
                                      
                                      (2,216,631
                                      )TOTAL
      SHAREHOLDERS’ EQUITY
                                      
                                      
                                      17,248,940
                                      
                                      
                                      
                                      (931,253
                                      )
                                      
                                      
                                      16,317,687TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                                      
                                      $
                                      20,916,076
                                      
                                      
                                      $
                                      (1,476,253
                                      )
                                      
                                      $
                                      19,439,823
 
 11
 
 WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED
CONSOLIDATED BALANCE SHEET
 March
      31, 2008
                      
                      Reported
                      
                      
                      Adjustment
                      
                      
                      Discontinued
      Operations Adjustment
                      
                      
                      As
                        RestatedASSETSCURRENT
      ASSETSCash
                      
                      $
                      3,987,882
                      
                      
                      $
                      -
                      
                      
                      $
                      (151,909
                      )
                      
                      $
                      3,835,973Loans
      receivable (less allowance for losses of $966,000)
                      
                      
                      4,246,684
                      
                      
                      
                      
                      
                      
                      
                      (655,274
                      )
                      
                      
                      3,591,410Stock
      subscriptions receivable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Prepaid
      expenses and other
                      
                      
                      360,290
                      
                      
                      
                      91,950
                      
                      
                      
                      (34,222
                      )
                      
                      
                      418,018Deferred
      income taxes
                      
                      
                      386,000
                      
                      
                      
                      66,000
                      
                      
                      
                      (9,000
                      )
                      
                      
                      443,000Assets
      used in discontinued operations
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      850,405
                      
                      
                      
                      850,405TOTAL
      CURRENT ASSETS
                      
                      
                      8,980,856
                      
                      
                      
                      157,950
                      
                      
                      
                      -
                      
                      
                      
                      9,138,806PROPERTY
      AND EQUIPMENT
                      
                      
                      824,688
                      
                      
                      
                      -
                      
                      
                      
                      (162,644
                      )
                      
                      
                      662,044GOODWILL
                      
                      
                      10,483,388
                      
                      
                      
                      (2,296,493
                      )
                      
                      
                      (145,173
                      )
                      
                      
                      8,041,722INTANGIBLE
      ASSETS
                      
                      
                      163,771
                      
                      
                      
                      495,617
                      
                      
                      
                      (316,502
                      )
                      
                      
                      342,886DEFERRED
      INCOME TAX
                      
                      
                      -
                      
                      
                      
                      83,000
                      
                      
                      
                      (5,000
                      )
                      
                      
                      78,000ASSETS
      USED IN DISCONTINUED OPERATIONS
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      629,319
                      
                      
                      
                      629,319TOTAL
      ASSETS
                      
                      $
                      20,452,703
                      
                      
                      $
                      (1,559,926
                      )
                      
                      $
                      -
                      
                      
                      $
                      18,892,777LIABILITIES
      AND SHAREHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                      
                      $
                      498,430
                      
                      
                      $
                      33,950
                      
                      
                      $
                      -
                      
                      
                      $
                      532,380Accounts
      payable - related parties
                      
                      
                      535,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      535,000Accrued
      dividend payable
                      
                      
                      525,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      525,000Deferred
      revenue
                      
                      
                      250,520
                      
                      
                      
                      -
                      
                      
                      
                      (32,110
                      )
                      
                      
                      218,410Liabilities
      from discontinued operations
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      32,110
                      
                      
                      
                      32,110TOTAL
      CURRENT LIABILITIES
                      
                      
                      1,808,950
                      
                      
                      
                      33,950
                      
                      
                      
                      -
                      
                      
                      
                      1,842,900DEFERRED
      INCOME TAXES
                      
                      
                      601,000
                      
                      
                      
                      (601,000
                      )
                      
                      
                      -
                      
                      
                      
                      -TOTAL
      LIABILITES
                      
                      
                      2,409,950
                      
                      
                      
                      (567,050
                      )
                      
                      
                      -
                      
                      
                      
                      1,842,900SHAREHOLDERS'
      EQUITYSeries
      A convertible preferred stock
                      
                      
                      100,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      100,000Common
      stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Additional
      paid-in capital
                      
                      
                      18,991,937
                      
                      
                      
                      795,000
                      
                      
                      
                      -
                      
                      
                      
                      19,786,937Retained
      earnings (deficit)
                      
                      
                      (1,049,184
                      )
                      
                      
                      (1,787,876
                      )
                      
                      
                      -
                      
                      
                      
                      (2,837,060
                      )TOTAL
      SHAREHOLDERS’ EQUITY
                      
                      
                      18,042,753
                      
                      
                      
                      (992,876
                      )
                      
                      
                      -
                      
                      
                      
                      17,049,877TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                      
                      $
                      20,452,703
                      
                      
                      $
                      (1,559,926
                      )
                      
                      $
                      -
                      
                      
                      $
                      18,892,777
 
 12
  WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
 For
      the three months ended
                          March
      31, 2007
                        
                        Reported
                        
                        
                        Adjustment
                        
                        
                        As
                          RestatedREVENUESLoan
      fees
                        
                        $
                        2,150,306
                        
                        
                        $
                        -
                        
                        
                        $
                        2,150,306Check
      cashing fees
                        
                        
                        406,445
                        
                        
                        
                        -
                        
                        
                        
                        406,445Guaranteed
      phone/Cricket fees
                        
                        
                        267,396
                        
                        
                        
                        -
                        
                        
                        
                        267,396Other
      fees
                        
                        
                        47,526
                        
                        
                        
                        -
                        
                        
                        
                        47,526Total
      Revenue
                        
                        
                        2,871,673
                        
                        
                        
                        -
                        
                        
                        
                        2,871,673STORE
      EXPENSESSalaries
      and benefits
                        
                        
                        683,971
                        
                        
                        
                        -
                        
                        
                        
                        683,971Provisions
      for loan losses
                        
                        
                        273,482
                        
                        
                        
                        -
                        
                        
                        
                        273,482Guaranteed
      phone/Cricket cost of sales
                        
                        
                        152,737
                        
                        
                        
                        -
                        
                        
                        
                        152,737Occupancy
                        
                        
                        185,870
                        
                        
                        
                        -
                        
                        
                        
                        185,870Advertising
                        
                        
                        126,289
                        
                        
                        
                        -
                        
                        
                        
                        126,289Depreciation
                        
                        
                        34,688
                        
                        
                        
                        -
                        
                        
                        
                        34,688Amortization
      of intangible assets
                        
                        
                        34,101
                        
                        
                        
                        175,170
                        
                        
                        
                        209,271Other
                        
                        
                        290,319
                        
                        
                        
                        -
                        
                        
                        
                        290,319Total
      Store Expense
                        
                        
                        1,781,457
                        
                        
                        
                        175,170
                        
                        
                        
                        1,956,627INCOME
      (LOSS) FROM STORES
                        
                        
                        1,090,216
                        
                        
                        
                        (175,170
                        )
                        
                        
                        915,046GENERAL
      & ADMINISTRATIVE EXPENSESalaries
      and benefits
                        
                        
                        378,210
                        
                        
                        
                        -
                        
                        
                        
                        378,210Depreciation
                        
                        
                        10,292
                        
                        
                        
                        -
                        
                        
                        
                        10,292Merger
      transaction expenses
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Other
                        
                        
                        96,630
                        
                        
                        
                        -
                        
                        
                        
                        96,630485,132
                        
                        
                        
                        -
                        
                        
                        
                        485,132INCOME
      (LOSS) FROM CONTINUING OPERATIONS
                        
                        
                        605,084
                        
                        
                        
                        (175,170
                        )
                        
                        
                        429,914INCOME
      TAX (BENEFIT) EXPENSE
                        
                        
                        228,000
                        
                        
                        
                        (67,000
                        )
                        
                        
                        161,000NET
      INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS
                        
                        
                        377,084
                        
                        
                        
                        (108,170
                        )
                        
                        
                        268,914INCOME
      FROM DISCONTINUED OPERATIONS
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -NET
      INCOME (LOSS)
                        
                        
                        377,084
                        
                        
                        
                        (108,170
                        )
                        
                        
                        268,914ASSUMED
      SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS
                        
                        
                        (525,000
                        )
                        
                        
                        -
                        
                        
                        
                        (525,000
                        )NET
      LOSS AVAILABLE TO COMMON SHAREHOLDERS
                        
                        $
                        (147,916
                        )
                        
                        $
                        (108,170
                        )
                        
                        $
                        (256,086
                        )NET
      LOSS PER COMMON SHARE – BASIC AND DILUTEDContinuing
      operations
                        
                        $
                        (0.13
                        )
                        
                        $
                        (0.10
                        )
                        
                        $
                        (0.23
                        )Discontinued
      operations
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )Net
      (loss) per common share
                        
                        $
                        (0.13
                        )
                        
                        $
                        (0.10
                        )
                        
                        $
                        (0.23
                        )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING -Basic
      and diluted
                        
                        
                        1,125,000
                        
                        
                        
                        
                        
                        
                        
                        1,125,000
   13
  WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
 For
      the three months ended
                            March
      31, 2008
                          
                          Reported
                          
                          
                          Adjustment
                          
                          
                          Discontinued
      Operations Adjustment
                          
                          
                          As
                            RestatedREVENUESLoan
      fees
                          
                          $
                          2,250,276
                          
                          
                          $
                          -
                          
                          
                          $
                          (46,296
                          )
                          
                          $
                          2,203,980Check
      cashing fees
                          
                          
                          346,091
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          346,091Guaranteed
      phone/Cricket fees
                          
                          
                          168,351
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          168,351Title
      loan fees
                          
                          
                          62,738
                          
                          
                          
                          -
                          
                          
                          
                          (62,738
                          )
                          
                          
                          -Other
      fees
                          
                          
                          62,052
                          
                          
                          
                          -
                          
                          
                          
                          (83
                          )
                          
                          
                          61,969Total
      Revenue
                          
                          
                          2,889,508
                          
                          
                          
                          -
                          
                          
                          
                          (109,117
                          )
                          
                          
                          2,780,391STORE
      EXPENSESSalaries
      and benefits
                          
                          
                          763,877
                          
                          
                          
                          1,453
                          
                          
                          
                          (30,641
                          )
                          
                          
                          734,689Provisions
      for loan losses
                          
                          
                          356,074
                          
                          
                          
                          -
                          
                          
                          
                          (14,804
                          )
                          
                          
                          341,270Guaranteed
      phone/Cricket cost of sales
                          
                          
                          106,876
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          106,876Occupancy
                          
                          
                          218,664
                          
                          
                          
                          -
                          
                          
                          
                          (25,610
                          )
                          
                          
                          193,054Advertising
                          
                          
                          85,526
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          85,526Depreciation
                          
                          
                          32,613
                          
                          
                          
                          -
                          
                          
                          
                          (5,658
                          )
                          
                          
                          26,955Amortization
      of intangible assets
                          
                          
                          37,155
                          
                          
                          
                          79,623
                          
                          
                          
                          (15,054
                          )
                          
                          
                          101,724Other
                          
                          
                          354,073
                          
                          
                          
                          -
                          
                          
                          
                          (21,608
                          )
                          
                          
                          332,465Total
      Store Expense
                          
                          
                          1,954,858
                          
                          
                          
                          81,076
                          
                          
                          
                          (113,375
                          )
                          
                          
                          1,922,559INCOME
      (LOSS) FROM STORES
                          
                          
                          934,650
                          
                          
                          
                          (81,076
                          )
                          
                          
                          4,258
                          
                          
                          
                          857,832GENERAL
      & ADMINISTRATIVE EXPENSESalaries
      and benefits
                          
                          
                          281,044
                          
                          
                          
                          19,247
                          
                          
                          
                          -
                          
                          
                          
                          300,291Depreciation
                          
                          
                          9,796
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          9,796Merger
      transaction expenses
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Other
                          
                          
                          670,616
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          670,616961,456
                          
                          
                          
                          19,247
                          
                          
                          
                          -
                          
                          
                          
                          980,703INCOME
      (LOSS) FROM CONTINUING OPERATIONS
                          
                          
                          (26,806
                          )
                          
                          
                          (100,323
                          )
                          
                          
                          4,258
                          
                          
                          
                          (122,871
                          )INCOME
      TAX (BENEFIT) EXPENSE
                          
                          
                          7,000
                          
                          
                          
                          (38,700
                          )
                          
                          
                          1,600
                          
                          
                          
                          (30,100
                          )NET
      INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS
                          
                          
                          (33,806
                          )
                          
                          
                          (61,623
                          )
                          
                          
                          2,658
                          
                          
                          
                          (92,771
                          )LOSS
      FROM DISCONTINUED OPERATIONS
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (2,658
                          )
                          
                          
                          (2,658
                          )NET
      LOSS
                          
                          
                          (33,806
                          )
                          
                          
                          (61,623
                          )
                          
                          
                          -
                          
                          
                          
                          (95,429
                          )SERIES
      A CONVERTIBLE PREFERRED STOCK DIVIDENDS
                          
                          
                          (525,000
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (525,000
                          )NET
      LOSS AVAILABLE TO COMMON SHAREHOLDERS
                          
                          $
                          (558,806
                          )
                          
                          $
                          (61,623
                          )
                          
                          $
                          -
                          
                          
                          $
                          (620,429
                          )NET
      LOSS PER COMMON SHARE – BASIC AND DILUTEDContinuing
      operations
                          
                          $
                          (0.07
                          )
                          
                          $
                          (0.01
                          )
                          
                          $
                          -
                          
                          
                          $
                          (0.08
                          )Discontinued
      operations
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Net
      (loss) per common share
                          
                          $
                          (0.07
                          )
                          
                          $
                          (0.01
                          )
                          
                          $
                          -
                          
                          
                          $
                          (0.08
                          )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING -Basic
      and diluted
                          
                          
                          8,150,208
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          8,150,208
   14
  WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 3.
              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 at the time of the acquisition 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
                            
                            
                            468,850Goodwill
                            
                            
                            240,879Current
      liabilities
                            
                            
                            (63,837
                            )$
                            1,828,787
 
 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
months ended March 31, 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.
 
 Three
      Month Ended
                      March 31,2008
                    
                    
                    2007Pro
      forma revenue
                    
                    $
                    3,206,209
                    
                    
                    $
                    3,384,032Pro
      forma net income (loss)
                    
                    
                    (34,153
                    )
                    
                    
                    366,434Pro
      forma net loss per common share – basic and
    diluted
                    
                    $
                    (0.07
                    )
                    
                    $
                    (0.14
                    )
 
 15
 
 WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  4.
                  Shareholders’
      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.
  5.
                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.
 
 For the
three months ended March 31, 2008 and 2007, the Company had significant revenues
by state as follows:
 
 2008
                      %
      of Revenues
                    
                    
                    2007
                      %
      of RevenuesWyoming
                    
                    
                    10
                    %
                    
                    
                    -Iowa
                    
                    
                    12
                    %
                    
                    
                    11
                    %Nebraska
                    
                    
                    28
                    %
                    
                    
                    29
                    %
 
  6.
                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.
 7.
                Other
      Expense-
 
 A
breakout of other expense is as follows:
  Three Months Ended
                                        March
      31,2008
                                      
                                      
                                      2007Store
      expenses:Insurance
                                      
                                      $
                                      25,219
                                      
                                      
                                      $
                                      16,454Collection
      costs
                                      
                                      
                                      63,134
                                      
                                      
                                      
                                      38,204Repairs
      & maintenance
                                      
                                      
                                      34,425
                                      
                                      
                                      
                                      27,501Supplies
                                      
                                      
                                      29,323
                                      
                                      
                                      
                                      41,683Telephone
      and utilities
                                      
                                      
                                      68,446
                                      
                                      
                                      
                                      72,359Other
                                      
                                      
                                      111,918
                                      
                                      
                                      
                                      94,118$
                                      332,465
                                      
                                      
                                      $
                                      290,319General
      & administrative expenses:Professional
      fees
                                      
                                      
                                      593,154
                                      
                                      
                                      
                                      -Other
                                      
                                      
                                      77,462
                                      
                                      
                                      
                                      96,630$
                                      670,616
                                      
                                      
                                      $
                                      96,630
  8.
                Subsequent
      Events-
  
 16
 
 Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
 
  Restatement
  As
previously described in the “Explanation of Our Restatement” preface to this
amendment, we have restated our consolidated financial statements for the years
ended December 31, 2007 and 2006, and subsequent interim reports for the
quarterly periods through September 30, 2008, to correct errors related to the
allocation of purchase price to customer relationships as opposed to goodwill
for historical acquisitions, correct an understatement of share-based
compensation expense for fiscal 2007 and to re-categorize $175,000 of costs
originally reported as a reduction of proceeds from common stock in the
consolidated statements of shareholders' equity to an expense in the
consolidated statements of operations.  The following Management’s
Discussion and Analysis of Financial Condition and Results of Operations has
been updated to reflect the restatement and discontinued operations which is
more fully described in Note 2 to our condensed consolidated financial
statements.  Except as amended to reflect the restatements previously
described, the information in this Item 2 has not been updated and continues to
speak as of the date of the original filing.
 
 Forward-Looking
Statements
  Except
for the historical information contained herein, the matters discussed in this
Report on Form 10-Q/A 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 for
fiscal 2008.
 
 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 the December 13, 2007 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.
      We
provide short-term consumer loans—known as cash advance loans—in amounts that
typically range from $100 to $500. Cash advance loans provide customers with
cash in exchange for a promissory note with a maturity of generally two to four
weeks and the customer’s post-dated personal check for the aggregate amount of
the cash advanced, plus a fee. The fee varies from state to state, based on
applicable regulations, and generally ranges from $15 to $20 for each $100
borrowed. To repay the cash advance loans, customers may pay with cash, 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.
  17
  We
evaluate our stores based on revenue growth, gross profit contributions and loss
ratio (which is losses as a percentage of revenues), with consideration given to
the length of time the branch has been open and its geographic location. We
evaluate changes in comparable branch financial and other measures on a routine
basis to assess operating efficiency. We define comparable branches as those
branches that are open during the full periods for which a comparison is being
made. For example, comparable branches for the annual analysis we undertook as
of December 31, 2007 have been open at least 24 months on that date. We monitor
newer branches for their progress toward profitability and rate of loan
growth.
      According
to the Community Financial Services Association of America (CFSA), industry
analysts estimate that the industry has grown to approximately 22,000 payday
loan branches in the United States and these branches extend approximately $40
billion in short-term credit to millions of households that experience cash-flow
shortfalls between paydays. We believe our industry is highly fragmented as ten
companies presently operate approximately 10,200 branches in the United States.
With this industry growth and current fragmentation (discussed above), we
believe there are opportunities to grow our business, primarily through
acquisitions as opposed to organic growth. We are actively identifying
possible store locations in numerous states in which we currently operate
and evaluating the regulatory environment and market potential in the various
states in which we currently do not have stores. In addition to expanding our
geographic reach, our strategic expansion plans also involve the expansion and
diversification of our product and service offerings. We believe that successful
expansion, both geographically and product- and service-wise, will help to
mitigate the regulatory and economic risk inherent in our business by making us
less reliant on (i) cash advance lending alone and (ii) any particular aspect of
our business that concentrated geographically.
  The
growth of the payday loan industry has followed, and continues to be
significantly affected by, payday lending legislation and regulation in the
various states and nationally. We actively monitor and evaluate legislative and
regulatory initiatives in each of the states and nationally, and are involved
with the efforts of the various industry lobbying efforts. To the extent that
states enact legislation or regulations that negatively impacts payday lending,
whether through preclusion, fee reduction or loan caps, our business could be
adversely affected.
  As of May
15, 2008, legislation was pending in Arizona which would have extended a law
permitting cash advance loans. In the absence of such legislation, law
permitting cash advance loans was set to “sunset” or expire at the end of 2009.
The failure to extend or outrightly permit cash advance lending would negatively
affect us. In Nebraska, legislation was introduced to ban all cash advance loans
in Nebraska. This bill was ultimately defeated. Nevertheless, since we derive
approximately 36% (for the 12 months ended December 31, 2007) of our revenues in
Nebraska, any subsequent attempts to pass similar legislation in Nebraska, or
other legislation that would restrict our ability to make cash advance loans in
Nebraska, would pose significant risks to our business.
 
 In 2007,
the federal government passed legislation (the 2007 Military Authorization Act)
prohibiting the making of payday (cash advance) loans and title loans to members
of the United States military. The law also prohibits creditors in general from
charging more than 36% interest to military borrowers (in calculating the
applicable rate of interest, all fees, service charges, renewal charges, credit
insurance premiums or any other product sold with the loan must be included).
Management does not believe that this 2007 law has materially affected or will
materially affect the Company and its business. As with the various state
legislatures, however, it is possible that the federal government may enact
legislation or regulation that further restricts payday lending or title lending
in general, which would undoubtedly affect our business in adverse
ways.
  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.
 
 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:
  18
 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
account, 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 notes 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 collection efforts, it historically experiences returned items of
approximately 6.5% of gross loans written and writes off approximately 35% of
these returned items.  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.
 
 During
2007, we granted 1,600,000 shares of restricted stock options and warrants to
certain of our employees and non-employees.  There were 11 recipients
of these grants. These options and warrants vested upon the successful
completion of the Merger on December 31, 2007.  We estimated that the
grant date fair market value of these restricted options and warrants totaled
$864,000 ($0.54 per share) at the time of issuance.  The market price
of our common stock on November 29, 2007 (the date of issuance) was $1.80, and
the exercise price for all of those options and warrants was $0.01 per
share.  During 2007, we also granted warrants to a Company adviser for
the purchase of up to 400,000 common shares at $0.01 per share.  These
warrants vested upon the successful completion of the merger on December 31,
2007.  We estimated that the grant date fair market value of these
restricted warrants totaled $216,000 at the time of issuance ($0.54 per
share).  These warrants were not exercised as of May 15,
2008.
 
 The table
below summarizes information about the above-referenced grants of options and
warrants:
 
 Recipient
      (security type)
                        
                        Date
                        
                        Share-Based
      Compensation ExpenseSteven
      Staehr (option)
                        
                        11/29/2007
                        
                        $297,000David
      Stueve (option)
                        
                        11/29/2007
                        
                        $135,000Rich
      Horner (option)
                        
                        11/29/2007
                        
                        $54,000Ted
      Dunham (option)
                        
                        11/29/2007
                        
                        $54,000Rose
      Piel (option)
                        
                        11/29/2007
                        
                        $13,500Brian
      Chaney (option)
                        
                        11/29/2007
                        
                        $13,500John
      Quandahl (option)
                        
                        11/29/2007
                        
                        $216,000John
      Richards (option) *
                        
                        11/29/2007
                        
                        $54,000Tom
      Griffith (option) *
                        
                        11/29/2007
                        
                        $13,500Lantern
      Advisers, LLC (warrant)
                        
                        11/29/2007
                        
                        $216,000Donna
      Mendez (warrant)
                        
                        11/29/2007
                        
                        $8,100Robert
      Jorgenson (warrant)
                        
                        11/29/2007
                        
                        $5,400*
      Option was later
cancelled.
 
 19
 
 Results
of Operations - Three Months Ended March 31, 2008 Compared to Three Months Ended
March 31, 2007
 
 For the
three month period ended March 31, 2008, net loss was $95,429 compared to net
income of $268,914 for the three months ended March 31, 2007. During the three
months ended March 31, 2008, loss before income taxes was $122,871 compared to
income before income taxes of $429,914 for the three months ended March 31,
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 $2.78 million for the three months ended March 31, 2008 compared to
$2.87 million for the three months ended March 31, 2007. This decrease resulted
from a decrease in both check cashing fees and, as anticipated, Guaranteed
phone/Cricket fees. During the three-month period ended March 31, 2008 we
originated approximately $15.4 million in cash advance loans compared to $14.4
million during the 2007 interim period. Our average loan (including fee) totaled
approximately $341 during the period ended March 31, 2008 versus $336 in the
2007 interim period. Our average fee rate for the three months ended March 31,
2008 was $50 compared to $49 for the 2007 interim period. Revenues from check
cashing, guaranteed phone/Cricket phone fees, and other sources totaled $576,000
and $721,000 for the three month periods ended March 31, 2008 and 2007,
respectively.
  The
following table summarizes our revenues for the three months ended March 31,
2008 and 2007, respectively:
  Three
      Months Ended
                              March
      31,
                            
                            Three
      Months Ended
                              March
      31,2008
                            
                            2007
                            
                            2008
                            
                            2007(percentage of revenues)Loan
      Fees
                            
                            $
                            2,203,980
                            
                            
                            $
                            2,150,306
                            
                            
                            
                            79.3
                            %
                            
                            
                            74.9
                            %Check
      cashing fees
                            
                            
                            346,091
                            
                            
                            
                            406,445
                            
                            
                            
                            12.5
                            %
                            
                            
                            14.2
                            %Guaranteed
      phone/Cricket fees
                            
                            
                            168,351
                            
                            
                            
                            267,396
                            
                            
                            
                            6.0
                            %
                            
                            
                            9.3
                            %Other
      fees
                            
                            
                            61,969
                            
                            
                            
                            47,526
                            
                            
                            
                            2.2
                            %
                            
                            
                            1.6
                            %Total
                            
                            $
                            2,780,391
                            
                            
                            $
                            2,871,673
                            
                            
                            
                            100.0
                            %
                            
                            
                            100.0
                            %
  Store
Expenses
  Total
expenses associated with store operations for the three months ended March 31,
2008 were $1.92 million compared to $1.96 million for the three months ended
March 31, 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 March 31, 2008 we also modestly decreased advertising
expenses. A discussion of the various components of our store expenses for the
three months ended March 31, 2008 appears below.
 
 Salaries
and Benefits. Payroll and related costs at the store level were $735,000
compared to $684,000 for the periods ended March 31, 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.
  20
  Provisions
for Loan Losses. For the three months ended March 31, 2008 our provisions for
loan losses were $341,000. For the three months ended March 31, 2007 such
provisions were $273,000. Our provisions for loan losses represented
approximately 15.5% and 12.7% of our loan fee revenue for the three months ended
March 31, 2008 and 2007, respectively. We are currently experiencing a more
challenging collections environment mainly reflected by increased bankruptcy
filings, higher energy and other prices. Presently, we do not foresee any
certain end to the current economic downturn and as a result we expect higher
loan losses during fiscal 2008 than those we experienced during
2007.
 
 Guaranteed
phone/Cricket. Guaranteed phone/Cricket costs (reflecting costs of sales of such
items) increased from $153,000 for the three months ended March 31, 2007 to
$107,000 for the three months ended March 31, 2008, a decrease of $46,000. This
decrease has followed our expectations that our guaranteed phone/Cricket phone
line of business will become increasingly less significant to our overall
revenues as consumers move away from home phones in general (which is where the
guaranteed phone/Cricket phone product is used) toward cell phones. By the end
of fiscal 2008, we do not expect that this line of business will be
significant.
 
 Occupancy
Costs. Occupancy expenses, comprised mainly of store leases, were $193,000 for
the three months ended March 31, 2008 versus $186,000 for the three months ended
March 31, 2007. 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.
 
 Advertising.
Advertising and marketing expenses were $86,000 during the three-month period
ended March 31, 2008 as compared to $126,000 during the three month period ended
March 31, 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,
decreased from $35,000 for the three months ended March 31, 2007 to $27,000 for
the three months ended March 31, 2008.
  Amortization
of Intangible Assets. Amortization of intangible assets were higher for the two
interim periods, being $102,000 for the three months ended March 31, 2008 versus
$209,000 for the three months ended March 31, 2007.  The significant
increase in amortization in 2008 was due to the change in customer relationships
recorded as an intangible asset rather than goodwill.
 
 Other.
Other expenses were $332,000 for the three months ended March 31, 2008 versus
$290,000 for the three months ended March 31, 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 March 31, 2008 were
$981,000 compared to $485,000 for the period ended March 31, 2007. For the
three-month period ended March 31, 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 March 31, 2008 and 2007 appears below:
 
 Salaries
and Benefits. Salaries and benefits expenses for the three months ended March
31, 2008 were $300,000, and $378,000, a decrease of $78,000 in such expenses
during period ended March 31, 2007.
 
 Depreciation.
Depreciation for the period ended March 31, 2008 compared to March 31, 2007
remained consistent at $10,000. 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 $671,000 for the three months ended March 31, 2008
versus $97,000 for the three months ended March 31, 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.
  21
  Total Operating
Expenses
 
 Our total
operating expenses for the three months ended March 31, 2008 were $2.90 million
compared to $2.44 million for the comparable period for 2007. Overall, the
$460,000 decrease in operating expenses relates to our discontinued
operations.
 
 Income Tax
Expense
 
 Income
tax benefit for the period ended March 31, 2008 was $30,100 compared to income
tax expense of $161,000 for the period ended March 31, 2007, which decreased
primarily as a result of our net loss before taxes for the 2008 period of
$123,000 versus net income before taxes for the 2007 period of
$430,000.
 
 Discontinued
Operations
 
 Loss from discontinued
operations was $2,658 for the three months ended March 31,
2008.
  Liquidity and Capital Resources
 
 Summary
cash flow data is as follows:
  Three
      Months Ended March 31,2008
                                
                                2007Cash
      flows provided (used) by :Operating
      activities
                                
                                $
                                (1,039,833
                                )
                                
                                $
                                1,183,361Investing
      activities
                                
                                
                                (393,960
                                )
                                
                                
                                (47,851
                                )Financing
      activities
                                
                                
                                4,437,050
                                
                                
                                
                                (935,395
                                )Net
      increase in cash
                                
                                
                                3,003,257
                                
                                
                                
                                200,115Cash,
      beginning of period
                                
                                
                                984,625
                                
                                
                                
                                1,265,460Cash,
      end of period
                                
                                $
                                3,987,882
                                
                                
                                $
                                1,465,575
  At March
31, 2008 we had cash, from continuing operations, of $3.84 million compared to
cash of $984,000 on December 31, 2007. The increase results mainly from our
receipt of cash in the private placement transaction that closed simultaneously
with the Merger. For fiscal year 2008, we believe that our available cash,
combined with expected cash flows from operations, will be sufficient to fund
our liquidity and capital expenditure requirements during fiscal 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
  The
Company had no off-balance sheet arrangements as of March 31, 2008.




22


Item 3. Quantitative and
Qualitative Disclosures About Market Risk
 
 Not
applicable.
  Item 4T. Controls and
Procedures
 
 Evaluation of Disclosure
Controls and Procedures
  On March
31, 2008, our 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, our disclosure controls and procedures
were 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 material weakness. 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.
 
 In
addition, subsequent to the fiscal quarter covered by this report, but prior to
the filing of this Form 10-Q/A, several remedial measures were identified and
implemented in response to the conclusion reached by our Chief Executive and
Chief Financial Officer that, as of December 31, 2008, our disclosure controls
and procedures were not effective.  For further information relating
to our assessment of disclosure controls and procedures generally, and our
internal control over financial reporting more particularly, including our
remediation plan, see our Annual Report on Form 10-K for fiscal year ended
December 31, 2008 filed contemporaneously with this Form 10-Q/A.
 
 Changes in Internal Control
over Financial Reporting
  There
were no changes in our internal controls over financial reporting that occurred
during the fiscal quarter covered by this report that materially affected, or
were reasonably likely to materially affect such controls.
 
 PART
II. OTHER INFORMATION
  Item 1.
Legal Proceedings
 
 None.
  Item 1A. Risk
Factors
 
 Not
applicable.
  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
 
 The
Company held a special meeting of shareholders on March 17, 2008. The
shareholders voted on the following matters:
 
 1.
              An
      increase in the total number of authorized shares of capital stock of the
      Company to a total of 250,000,000.
 
 2.
              The
      ratification of the appointment of Lurie Besikof Lapidus & Company,
      LLP, as the Company’s independent registered public accountants for fiscal
      2008.
  23
 The
following results were certified by the Inspector of Elections on March 17,
2008:
 
 Increase in Authorized
Shares. The proposal to increase the total number of authorized shares of
capital stock of the Company to a total of 250,000,000 was approved by the
following vote:
  For
                  
                  Against
                  
                  Abstain13,292,878
                  
                  20,347
                  
                  356
 
 Ratification of Auditor
Appointment. The proposal to ratify the appointment of Lurie Besikof
Lapidus & Company, LLP, as the Company’s independent registered public
accountants for fiscal 2008 was approved by the following vote:
 
 For
                  
                  Against
                  
                  Abstain13,313,510
                  
                  15
                  
                  56
 
 Item 5.
Other Information
 
 None.
  24
  Item 6.
Exhibits
  Exhibit
                  
                  Description2.2
                  
                  Exchange
      Agreement with National Cash & Credit, LLC and the members of National
      Cash & Credit, LLC, dated February 26, 2008 (incorporated by reference
      to Exhibit 2.2 to the registrant’s Annual Report on Form 10-K filed on
      April 7, 2008).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:
      May 4, 2009
                  Western
      Capital Resources, Inc.(Registrant)By:
                  /s/
      John QuandahlJohn
      QuandahlChief
      Executive Officer, Chief Operating Officer and
                    Interim
      Chief Financial Officer
  
 25