**EXHIBIT
      31.2**




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. §1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**Certification**




I,
      Steve
      Staehr, Chief Financial Officer of Western Capital Resources, Inc. certify
      that:




1.
            I
                have reviewed this report on Form 10-Q of Western Capital Resources,
                Inc.;




2.
            Based
                on my knowledge, this report does not contain any untrue statement
                of a
                material fact or omit to state a material fact necessary to make
                the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                report;




3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this report, fairly present in all material respects
                the
                financial condition, results of operations and cash flows of the
                registrant as of, and for, the periods presented in this
                report;




4.
            The
                registrant’s other certifying officer(s) and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
                control over financial reporting (as defined in Exchange Act Rules
                13a-15(f) and 15d-15(f) for the registrant and
                have:




(a)
        Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision, to
      ensure that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being
      prepared;




(b)
        Designed such internal control over financial reporting, or caused such
      internal control over financial reporting to be designed under our supervision,
      to provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
        Evaluated the effectiveness of the registrant’s disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluation; and




(d)
        Disclosed in this report any change in the registrant’s internal control
      over financial reporting that occurred during the registrant's most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial reporting;
      and




5.
            The
                registrant’s other certifying officer(s) and I have disclosed, based on
                our most recent evaluation of internal control over financial reporting,
                to the registrant’s auditors and the audit committee of the registrant’s
                board of directors (or persons performing the equivalent
                functions):





(a)
        All significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are reasonably
      likely to adversely affect registrant’s ability to record, process, summarize
      and report financial information; and




(b)
        Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal control over
      financial reporting.




Signature:
            /s/
                Steve StaehrName:
                Steve StaehrChief
                Financial Officer




August
      14, 2008