**SECURITIES
      AND EXCHANGE COMMISSION**




**Washington,
      D.C. 20549**




**Form
      10-Q**




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




For
      the
      quarterly period ended June 30, 2008 or




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




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




**Western
      Capital Resources, Inc.**


(Exact
      Name of Registrant as Specified in its Charter)





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




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


(Address
      of Principal Executive Offices) (Zip Code)




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





Uron
      Inc.


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




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




Yes þ No o




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




Large accelerated filero
            Accelerated fileroNon-accelerated filero
            Smaller reporting companyþ




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




Yes o No þ




APPLICABLE
      ONLY TO CORPORATE ISSUERS




As
      of
      August 14, 2008, the registrant had outstanding 8,889,644 shares of common
      stock, no par value per share.







**Western
      Capital Resources, Inc.**




Index





**Page****PART
                I. FINANCIAL INFORMATION**Item
                1. Financial Statements
            
            3Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            12Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            19Item
                4T. Controls and Procedures
            
            19**PART
                II. OTHER INFORMATION**Item
                1. Legal Proceedings
            
            19Item
                1A. Risk Factors
            
            20Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            20Item
                3. Defaults Upon Senior Securities
            
            20Item
                4. Submission of Matters to a Vote of Security Holders
            
            20Item
                5. Other Information
            
            20Item
                6. Exhibits
            
            21**SIGNATURES**
            
            21





2


**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Financial Statements**





WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES





CONTENTS





Page(s)CONDENSED
                CONSOLIDATED FINANCIAL STATEMENTSCondensed
                Consolidated Balance Sheets
            4Condensed
                Consolidated Statements of Income
            5Condensed
                Consolidated Statements of Cash Flows
            6Notes
                to Condensed Consolidated Financial Statements
            7




3


**WESTERN
        CAPITAL RESOURCES, INC.**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 
 **June 30, 2008**
              ****
              **December 31, 2007**
              ********
              ****
              **(Unaudited)**ASSETSCURRENT
                  ASSETSCash
              
              $
              3,300,824
              
              $
              984,625Loans
                  receivable (less allowance for losses of $1,014,000 and
                  $976,000)
              
              
              4,844,155
              
              
              4,117,497Stock
                  subcriptions receivable
              
              
              -
              
              
              4,422,300Prepaid
                  expenses and other
              
              
              211,672
              
              
              92,333Deferred
                  Income Taxes
              
              
              410,000
              
              
              526,000TOTAL
                  CURRENT ASSETS
              
              
              8,766,651
              
              
              10,142,755PROPERTY
                  AND EQUIPMENT
              
              
              886,840
              
              
              631,736GOODWILL
              
              
              10,443,388
              
              
              9,883,659INTANGIBLE
                  ASSETS
              
              
              156,060
              
              
              90,926OTHER
              
              
              -
              
              
              167,000TOTAL
                  ASSETS
              
              $
              20,252,939
              
              $
              20,916,076LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable and accrued liabilities
              
              $
              948,685
              
              $
              1,908,844Accounts
                  payable - related parties
              
              
              -
              
              
              950,935Accrued
                  dividend payable
              
              
              525,000
              
              
              -Deferred
                  revenue
              
              
              283,197
              
              
              262,357TOTAL
                  CURRENT LIABILITIES
              
              
              1,756,882
              
              
              3,122,136DEFERRED
                  INCOME TAXES
              
              
              672,000
              
              
              545,000TOTAL
                  LIABILITES
              
              
              2,428,882
              
              
              3,667,136STOCKHOLDERS'
                  EQUITYSeries
                  A convertible preferred stock 10% cumulative dividends, $0.01 par
                  value,
                  $2.10 stated value. 10,000,000 shares authorized, issued and
                  outstanding
              
              
              100,000
              
              
              100,000Common
                  stock, no par value. 240,000,000 shares authorized, 8,889,644 and
                  6,299,753 shares issued and outstanding. Additional paid-in
                  capital
              
              
              18,981,643
              
              
              17,639,318Retained
                  earnings (deficit)
              
              
              (1,257,586
              )
              
              (490,378
              )TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              17,824,057
              
              
              17,248,940TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              20,252,939
              
              $
              20,916,076
 
 *See
        notes to condensed consolidated financial statements.*
  4
  **WESTERN
        CAPITAL RESOURCES, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 **(Unaudited)**
 
 **For Three months ended**
              ****
              **For Three months ended**
              ****
              **For six months ended**
              ****
              **For six months ended**
              ********
              ****
              **June 30, 2008**
              ****
              **June 30, 2007**
              ****
              **June 30, 2008**
              ****
              **June 30, 2007**REVENUESCash
                  advance loan fees
              
              $
              2,624,365
              
              $
              2,197,206
              
              $
              4,874,641
              
              $
              4,347,512Check
                  cashing fees
              
              
              283,063
              
              
              325,295
              
              
              629,154
              
              
              731,740Guaranteed
                  phone/Cricket fees
              
              
              145,331
              
              
              171,247
              
              
              313,682
              
              
              438,643Title
                  loan fees
              
              
              158,902
              
              
              -
              
              
              221,640
              
              
              -Other
                  fees
              
              
              43,240
              
              
              36,894
              
              
              105,292
              
              
              84,4203,254,901
              
              
              2,730,642
              
              
              6,144,409
              
              
              5,602,315STORE
                  EXPENSESSalaries
                  and benefits
              
              
              846,970
              
              
              638,639
              
              
              1,610,847
              
              
              1,322,610Provisions
                  for loan losses
              
              
              438,882
              
              
              369,656
              
              
              794,956
              
              
              643,138Guaranteed
                  phone/Cricket cost of sales
              
              
              66,427
              
              
              103,662
              
              
              173,303
              
              
              256,399Occupancy
              
              
              299,401
              
              
              188,568
              
              
              518,065
              
              
              374,438Advertising
              
              
              93,094
              
              
              96,188
              
              
              178,620
              
              
              222,477Depreciation
              
              
              48,532
              
              
              23,209
              
              
              81,145
              
              
              57,897Amortization
                  of intangible assets
              
              
              47,711
              
              
              34,101
              
              
              84,866
              
              
              68,202Other
              
              
              399,815
              
              
              214,775
              
              
              753,888
              
              
              505,0942,240,832
              
              
              1,668,798
              
              
              4,195,690
              
              
              3,450,255INCOME
                  FROM STORES
              
              
              1,014,069
              
              
              1,061,844
              
              
              1,948,719
              
              
              2,152,060GENERAL
                  & ADMINISTRATIVE EXPENSESSalaries
                  and benefits
              
              
              315,349
              
              
              231,905
              
              
              596,393
              
              
              610,115Depreciation
              
              
              7,180
              
              
              11,125
              
              
              16,976
              
              
              21,417Other
              
              
              170,942
              
              
              93,196
              
              
              841,558
              
              
              189,826493,471
              
              
              336,226
              
              
              1,454,927
              
              
              821,358INCOME
                  BEFORE INCOME TAXES
              
              
              520,598
              
              
              725,618
              
              
              493,792
              
              
              1,330,702INCOME
                  TAX EXPENSE
              
              
              204,000
              
              
              273,000
              
              
              211,000
              
              
              501,000NET
                  INCOME
              
              
              316,598
              
              
              452,618
              
              
              282,792
              
              
              829,702SERIES
                  A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumed for 2007)
              
              
              (525,000
              )
              
              (525,000
              )
              
              (1,050,000
              )
              
              (1,050,000
              )NET
                  LOSS AVAILABLE TO COMMON STOCKHOLDERS
              
              $
              (208,402
              )
              $
              (72,382
              )
              $
              (767,208
              )
              $
              (220,298
              )NET
                  LOSS PER COMMON SHARE-Basic
                  and diluted
              
              $
              (0.02
              )
              $
              (0.06
              )
              $
              (0.09
              )
              $
              (0.20
              )WEIGHTED
                  AVERAGE COMMON SHARE OUTSTANDING -Basic
                  and diluted
              
              
              8,889,644
              
              
              1,125,000
              
              
              8,178,339
              
              
              1,125,000
 
 *See
        notes to condensed consolidated financial statements.*
  5
  **WESTERN
        CAPITAL RESOURCES, INC.**
 **CONDENSED
        CONSOLIDATED CASH FLOW**
 **(Unaudited)**
 
 Six
                  Months Ended June 30, 2008
              
              **2008**
              ****
              **2007**OPERATING
                  ACTIVITIESNet
                  Income
              
              $
              282,792
              
              $
              829,702Adjustments
                  to reconcile net income to net cash provided (used) by operating
                  activities:Depreciation
              
              
              98,121
              
              
              79,314Amortization
              
              
              84,866
              
              
              68,204Deferred
                  income taxes
              
              
              243,000
              
              
              188,000Changes
                  in operating assets and liabilitiesLoans
                  receivable
              
              
              123,919
              
              
              147,364Prepaid
                  expenses and other assets
              
              
              47,661
              
              
              43,430Accounts
                  payable and accrued liabilities
              
              
              (1,974,931
              )
              
              (18,877
              )Deferred
                  revenue
              
              
              20,840
              
              
              6,825Net
                  cash provided (used) by operating activities
              
              
              (1,073,732
              )
              
              1,343,962INVESTING
                  ACTIVITIESPurchase
                  of property, plant equipment
              
              
              (159,924
              )
              
              (90,655
              )Acquisition
                  of stores, net of cash acquired
              
              
              (351,900
              )
              
              -Net
                  cash used by investing activities
              
              
              (511,824
              )
              
              (90,655
              )FINANCING
                  ACTIVITIESPayments
                  on notes payable
              
              
              -
              
              
              (530,000
              )Collection
                  on sales of stock
              
              
              4,437,050
              
              
              -Cost
                  of raising capital
              
              
              (10,295
              )
              
              -Dividends
                  to shareholders
              
              
              (525,000
              )
              
              (608,748
              )Net
                  cash provided (used) by financing activities
              
              
              3,901,755
              
              
              (1,138,748
              )NET
                  INCREASE IN CASH
              
              
              2,316,199
              
              
              114,559CASHBeginning
                  of period
              
              
              984,625
              
              
              1,265,461End
                  of period
              
              $
              3,300,824
              
              $
              1,380,020SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONIncome
                  taxes paid
              
              $
              -
              
              $
              191,000Noncash
                  investing and financing activities:Dividend
                  accrued
              
              $
              525,000
              
              
              -Stock
                  issued for store acquistion
              
              
              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 and six month periods ended June 30, 2008 are not
      necessarily indicative of the results that may be expected for the year ended
      December 31, 2008. For further information, refer to the Consolidated Financial
      Statements and footnotes thereto included in our Form 10-K as of and for the
      year ended December 31, 2007. The condensed consolidated balance sheet at
      December 31, 2007, has been derived from the audited consolidated financial
      statements at that date, but does not include all of the information and
      footnotes required by GAAP.





Nature
      of Business





Western
      Capital Resources, Inc., (WCR), formerly URON Inc. (URON), through its wholly
      owned operating subsidiaries, Wyoming Financial Lenders, Inc. (WFL) and National
      Cash & Credit, LLC (NCC), collectively referred to as the “Company”,
      provides retail financial services to individuals in the midwestern and
      southwestern United States. These services include 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 June 30, 2008, the Company operated 62 stores in 11 states (Nebraska,
      Wyoming, Utah, Iowa, North Dakota, South Dakota, Kansas, Wisconsin, Montana,
      Colorado and Arizona). As of June 30, 2007, Company operated in 58 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 URON, WFL Acquisition Corp., a Wyoming
      corporation and wholly owned subsidiary of the URON, and WFL, WFL Acquisition
      Corp. merged with and into WFL, with WFL remaining as the surviving entity
      and a
      wholly owned operating subsidiary of the URON. This transaction is referred
      to
      throughout this report as the “Merger”.





The
      condensed consolidated financial statements account for the Merger as a capital
      transaction in substance (and not a business combination of two operating
      entities) that would be equivalent to WFL issuing securities to WCR in exchange
      for the net monetary liabilities of WCR, accompanied by a recapitalization
      and,
      as a result, no goodwill relating to the Merger has been recorded.




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.





Loans
      Receivable




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





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





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





8





WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





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.




9





WESTERN
      CAPITAL RESOURCES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




2.
            Acquisitions –





Acquisition
      of North Dakota Stores





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





Acquisition
      of National Cash & Credit





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





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





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





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





2008Cash
            
            $
            139,017Loans
                receivable
            
            
            850,577Property
                and equipment
            
            
            193,301Intangible
                assets
            
            
            110,000Goodwill
            
            
            599,729Current
                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
      and six months ended June 30, 2008 and 2007, as if these acquisitions had been
      consummated at the beginning of each period presented. The pro forma results
      of
      operations are prepared for comparative purposes only and do not necessarily
      reflect the results that would have occurred had the acquisition occurred at
      the
      beginning of the year presented or the results which may occur in the
      future.






10


WESTERN CAPITAL
      RESOURCES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




2.
                Acquisitions continued–
 Three Months Ended June
                  30,2008
              
              2007Pro
                  forma revenue
              
              $
              3,254,901
              
              $
              3,040,690Pro
                  forma net income
              
              
              316,598
              
              
              398,259Pro
                  forma net loss per common share – basic and
                  diluted
              
              
              (.02
              )
              
              (.11
              )




Six Months Ended June
                30,2008
            
            2007Pro
                forma revenue
            
            $
            6,461,110
            
            $
            6,424,722Pro
                forma net income
            
            
            342,067
            
            
            872,863Pro
                forma net loss per common share – basic and diluted
            
            
            (.09
            )
            
            (.16
            )




3.
            Stockholders’
                Equity –





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





4.
            Risks
                Inherent in the Operating
                Environment –





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





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





5.
            Dividend
                Declaration and Payment-





On
      March
      17, 2008, the Board of Directors of the Company approved the payment of the
      first quarter 2008 dividend on the Company's Series A Convertible Preferred
      Stock in the amount of $525,000. The dividends were paid on April 1, 2008.
      On
      July 14, 2008, the Board of Directors of the Company ratified the payment of
      the
      second quarter 2008 dividend on the Company’s Series A Convertible Preferred
      Stock in the amount of $525,000. The dividends were paid on July 10,
      2008.





6.
            Subsequent
                Events-





Effective
      July 31, 2008, WCR purchased four payday loan and check cashing operations
      and
      an on-line lending website, which included all related assets including store
      level working capital, from Sten Corporation, a Minnesota corporation. Three
      of
      the stores are located in Salt Lake City, Utah and one store is located in
      Tempe, Arizona. The acquisition was completed through the Company’s subsidiary,
      WCR Acquisition Co., a Minnesota corporation. The Company will finance this
      transaction out of its current working capital.





On
      July
      29, 2008, the Company changed its corporate name from URON Inc. to Western
      Capital Resources, Inc.





11





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





Forward-Looking
      Statements




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





Overview




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





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





Since
      the
      Merger, the Company (primarily through Wyoming Financial Lenders, Inc.) provides
      retail financial services to individuals in the mid-western and southwestern
      United States. These services include non-recourse cash advance loans, check
      cashing and other money services. At the close of business on December 31,
      2007,
      the Company owned and operated 52 stores in ten states (Colorado, Iowa, Kansas,
      Montana, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming).
      As
      of the date of this report, we owned and operated a total of 62 stores in the
      foregoing states and Arizona.





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.




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.




12




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.




Presently,
      legislation is pending in Arizona which would extend a current law permitting
      cash advance loans. In the absence of such legislation, current law permitting
      cash advance loans will “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 recently 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.





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





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:




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.




13




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




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




Valuation
      of long-lived and Intangible Assets





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




Share-Based
      Compensation





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





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





For
      the
      three-month period ended June 30, 2008, net income was $.32 million compared
      to
      net income of $.45 for the three months ended June 30, 2007. During the three
      months ended June 30, 2008, income before income taxes was $.52 million compared
      to income before income taxes of $.73 for the three months ended June 30, 2007.
      The major components of each of revenues, store expenses, general and
      administrative expenses, total operating expenses and income tax expense are
      discussed below.





Revenues





Revenues
      totaled $3.25 million for the three months ended June 30, 2008 compared to
      $2.73
      million for the three months ended June 30, 2008. This increase resulted from
      the increase in the number of stores operating during the 2008 interim due
      to
      our small acquisition of five stores in North Dakota operating under the name
      “Ameri-Cash,” and the acquisition of National Cash & Credit,
      LLC. During the three-month period ended June 30, 2008 we originated
      approximately $17.9 million in cash advance loans compared to $15.3 during
      the
      2007 interim period. Our average loan (including fee) totaled approximately
      $353
      during the period ended June 30, 2008 versus $332 in the 2007 interim period.
      Our average fee rate for the three months ended June 30, 2008 was $51 compared
      to $47 for the 2007 interim period. Revenues from check cashing, title loans,
      guaranteed phone/Cricket phone fees, and other sources totaled $.63 million
      and
      $.53 for the three month periods ended June 30, 2008 and 2007,
      respectively.




14




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




**Three
                Months Ended June 30,**
            
            **Three
                Months Ended June 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**(percentage of revenues)Loan
                Fees
            
            $
            2,624,365
            
            $
            2,197,206
            
            
            80.6
            %
            
            80.5
            %Check
                cashing fees
            
            
            283,063
            
            
            325,295
            
            
            8.7
            %
            
            11.9
            %Guaranteed
                phone/Cricket fees
            
            
            145,331
            
            
            171,247
            
            
            4.5
            %
            
            6.3
            %Title
                loan fees
            
            
            158,902
            
            
            -
            
            
            4.9
            %
            
            -Other
                fees
            
            
            43,240
            
            
            36,894
            
            
            1.3
            %
            
            1.3
            %Total
            
            $
            3,254,901
            
            $
            2,730,642
            
            
            100.0
            %
            
            100.0
            %





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





Store
      Expenses




Total
      expenses associated with store operations for the three months ended June 30,
      2008 were $2.24 million compared to $1.67 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 June 30, 2008 we also modestly decreased advertising
      expenses. A discussion of the various components of our store expenses for
      the
      three months ended June 30, 2008 appears below.





Salaries
      and Benefits. Payroll and related costs at the store level were $.85 million
      compared to $.64 million for the periods ended June 30, 2008 and 2007,
      respectively. Increased salaries and benefits expense resulted from of our
      addition of several store locations. We expect that, with anticipated continued
      store growth, these salaries and benefits expenses will continue to
      increase.





Provisions
      for Loan Losses. For the three months ended June 30, 2008 our provisions for
      loan losses were $.44 million. For the three months ended June 30, 2007 such
      provisions were $.37 million. Our provisions for loan losses represented
      approximately 16.7% and 16.8% of our loan fee revenue for the three months
      ended
      June 30, 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) decreased from $.10 million for the three months ended June 30, 2007
      to
      $.07 million for the three months ended June 30, 2008, a decrease of $.03
      million. 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 $.30 million
      for the three months ended June 30, 2008 versus $.19 million for the three
      months ended June 30, 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 $.09 million during the three-month
      period ended June 30, 2008 as compared to $.10 million 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,
      increased from $.02 million for the three months ended June 30, 2007 to $.05
      million for the three months ended June 30, 2008.




15




Amortization
      of Intangible Assets. Amortization of intangible assets was slightly higher
      for
      the two interim periods, being $.05 million for the three months ended June
      30,
      2008 versus $.03 million for the three months ended June 30, 2007.





Other.
      Other expenses were $.40 million for the three months ended June 30, 2008 versus
      $.21 million for the three months ended June 30, 2007 primarily due higher
      costs
      associated with operating a higher number of stores on a year over year
      basis.





General
      and Administrative Expenses





Total
      general and administrative costs for the three months ended June 30, 2008 were
      $.49 compared to $.34 million for the period ended June 30, 2007. For the
      three-month period ended June 30, 2008, the major components of these costs
      were
      salaries and benefits for our corporate headquarters operations and executive
      management, depreciation of certain headquarters-related equipment, and
      utilities, office supplies and other minor costs, professional fees for
      accounting and legal services (collectively grouped as “other” costs). A
      discussion of the various components of our general and administrative costs
      for
      the three months ended June 30, 2008 and 2007 appears below:





Salaries
      and Benefits. Salaries and benefits expenses for the three months ended June
      30,
      2008 were $.32 million, a $.09 million increase from the $.23 million in such
      expenses during period ended June 30, 2007. The increase resulted mainly from
      headquarters and management employees being slightly higher for the period
      ended
      June 30, 2008 then they were for the corresponding period ended June 30, 2007.
      This slight increase is mainly due to our addition of employees since the
      Merger.





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





Other
      General and Administrative Expenses. Other general and administrative expenses,
      which includes professional fees for accounting and legal services, consulting
      services related to Sarbanes-Oxley compliance, utilities, office supplies,
      collection costs and other minor costs associated with corporate headquarters
      activities, aggregated to $.17 million for the three months ended June 30,
      2008
      versus $.09 million for the three months ended June 30, 2007. We do not expect
      these types of costs to decrease to their fiscal 2007 levels, as most of them
      are attributed to efforts to comply with various rules and regulations
      applicable to public reporting companies.





Total
      Operating Expenses





Our
      total
      operating expenses for the three months ended June 30, 2008 were $2.73 million
      compared to $2.01 million for the comparable period for 2007. Overall, the
      $.72
      million increase in operating expenses were mainly attributed to our growth
      in
      the number of operating stores and increased costs associated with being a
      public reporting company.





Income
      Tax Expense





Income
      tax expense for the period ended June 30, 2008 was $.20 compared to income
      tax
      expense of $.27 million for the period ended June 30, 2007, which decreased
      primarily as a result of our net income before taxes for the 2008 period of
      $.52
      million versus net income before taxes for the 2007 period of $.73
      million.





**Results
      of Operations - Six Months Ended June 30, 2008 Compared to Six Months Ended
      June
      30, 2007**





For
      the
      six-month period ended June 30, 2008, net income was $.28 million compared
      to
      net income of $.83 for the six months ended June 30, 2007. During the six months
      ended June 30, 2008, income before income taxes was $.49 million compared to
      income before income taxes of $1.33 for the six months ended June 30, 2007.
      The
      major components of each of revenues, store expenses, general and administrative
      expenses, total operating expenses and income tax expense are discussed
      below.





Revenues





Revenues
      totaled $6.14 million for the six months ended June 30, 2008 compared to $5.60
      million for the six months ended June 30, 2007. This increase resulted from
      the
      increase in the number of stores operating during the 2008 interim due to our
      small acquisition of five stores in North Dakota operating under the name
“Ameri-Cash,” and the acquisition of National Cash & Credit,
      LLC. During the six-month period ended June 30, 2008 we originated
      approximately $33.2 million in cash advance loans compared to $29.7 during
      the
      2007 interim period. Our average loan (including fee) totaled approximately
      $351
      during the period ended June 30, 2008 versus $334 in the 2007 interim period.
      Our average fee rate for the six months ended June 30, 2008 was $50 compared
      to
      $48 for the 2007 interim period. Revenues from check cashing, title loans,
      guaranteed phone/Cricket phone fees, and other sources totaled $1.27 million
      and
      $1.25 for the six month periods ended June 30, 2008 and 2007,
      respectively.




16


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





**Six Months Ended June 30,**
            
            **Six Months Ended June 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**(percentage of revenues)Loan
                Fees
            
            $
            4,874,641
            
            $
            4,347,512
            
            
            79.3
            %
            
            77.6
            %Check
                cashing fees
            
            
            629,154
            
            
            731,740
            
            
            10.3
            %
            
            13.1
            %Guaranteed
                phone/Cricket fees
            
            
            313,682
            
            
            438,643
            
            
            5.1
            %
            
            7.8
            %Title
                loan fees
            
            
            221,640
            
            
            -
            
            
            3.6
            %
            
            -Other
                fees
            
            
            105,292
            
            
            84,420
            
            
            1.7
            %
            
            1.5
            %Total
            
            $
            6,144,409
            
            $
            5,602,315
            
            
            100.0
            %
            
            100.0
            %





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





Store
      Expenses




Total
      expenses associated with store operations for the six months ended June 30,
      2008
      were $4.20 million compared to $3.45 million for the six months ended June
      30,
      2007. The most significant components of these expenses were salaries and
      benefits, provisions for loan losses, guaranteed phone/Cricket costs of sales,
      occupancy costs, advertising expenses, depreciation of store equipment,
      amortization of intangible assets and other expenses associated with store
      operations.





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





Salaries
      and Benefits. Payroll and related costs at the store level were $1.61 million
      compared to $1.32 million for the periods ended June 30, 2008 and 2007,
      respectively. Increased salaries and benefits expense resulted from of our
      addition of several store locations. We expect that, with anticipated continued
      store growth, these salaries and benefits expenses will continue to
      increase.





Provisions
      for Loan Losses. For the six months ended June 30, 2008 our provisions for
      loan
      losses were $.79 million. For the six months ended June 30, 2007 such provisions
      were $.64 million. Our provisions for loan losses represented approximately
      16.3% and 14.8% of our loan and title fee revenue for the six months ended
      June
      30, 2008 and 2007, respectively. We believe that the increased loss ratio for
      the comparable periods results from both our increased store count, since the
      processes of integrating acquired store locations frequently involves some
      amount of time before store management had adopted and implemented our
      protective pre-transaction measures, and a more challenging consumer collections
      environment in general. The more challenging environment is mainly reflected
      by
      increased bankruptcy filings, higher energy and other 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) decreased from $.26 million for the six months ended June 30, 2007 to
      $.17 for the six months ended June 30, 2008, a decrease of $.09 million. 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 $.52 million
      for the six months ended June 30, 2008 versus $.37 million for the six months
      ended June 30, 2007. The increase in our occupancy expenses relates to our
      acquisitions and operation of more stores during the most recent six-month
      period. In general, as we pursue a growth by small acquisitions strategy, we
      expect this trend to continue for the foreseeable future.




17




Advertising.
      Advertising and marketing expenses were $.18 million during the six-month period
      ended June 30, 2008 as compared to $.22 million during the six-month period
      ended June 30, 2007. Although we have not made a concerted effort to reduce
      our
      advertising expenses, the decrease in advertising and marketing expenses
      primarily results from the timing of payments. In general, we expect that our
      marketing and advertising expenses for fiscal 2008 will remain relatively stable
      but will increase overall, as compared to fiscal 2007, if we are successful
      in
      implementing our acquisition strategy during the year.





Depreciation.
      Depreciation, relating to store equipment and capital expenditures for stores,
      increased from $.06 million for the six months ended June 30, 2007 to $.08
      million for the six months ended June 30, 2008.





Amortization
      of Intangible Assets. Amortization of intangible assets was roughly equivalent
      for the two interim periods, being $.08 million for the six months ended June
      30, 2008 versus $.07 million for the six months ended June 30,
      2007.





Other.
      Other expenses were $.75 million for the six months ended June 30, 2008 versus
      $.51 million for the six months ended June 30, 2007 primarily due higher costs
      associated with operating a higher number of stores on a year over year
      basis.





General
      and Administrative Expenses





Total
      general and administrative costs for the six months ended June 30, 2008 were
      $1.45 compared to $.82 million for the period ended June 30, 2007. For the
      six-month period ended June 30, 2008, the major components of these costs were
      salaries and benefits for our corporate headquarters operations and executive
      management, depreciation of certain headquarters-related equipment, and
      utilities, office supplies and other minor costs, professional fees for
      accounting and legal services (collectively grouped as “other” costs). A
      discussion of the various components of our general and administrative costs
      for
      the six months ended June 30, 2008 and 2007 appears below:





Salaries
      and Benefits. Salaries and benefits expenses for the six months ended June
      30,
      2008 were $.60 million, a $.01 million decrease from the $.61 million in such
      expenses during period ended June 30, 2007. The decrease resulted mainly from
      cash bonus payments made to management during the period ended June 30, 2007,
      and the absence of such payments in the most recent interim period. Excluding
      bonus payments, our payment cost for headquarters and management employees
      are
      slightly higher for the period ended June 30, 2008 then they were for the
      corresponding period ended June 30, 2007. This slight increase is mainly due
      to
      our addition of employees since the Merger.





Depreciation.
      Depreciation for the period ended June 30, 2008, in the amount of $.02 million,
      and $.02 million for the period ended June 30, 2007. Depreciation relates
      primarily to equipment and capital improvements at the Company’s corporate
      headquarters.





Other
      General and Administrative Expenses. Other general and administrative expenses,
      which includes professional fees for accounting and legal services, consulting
      services related to Sarbanes-Oxley compliance, utilities, office supplies,
      collection costs and other minor costs associated with corporate headquarters
      activities, aggregated to $.84 million for the six months ended June 30, 2008
      versus $.19 million for the six months ended June 30, 2007. We do not expect
      these types of costs to decrease to their fiscal 2007 levels, as most of them
      are attributed to efforts to comply with various rules and regulations
      applicable to public reporting companies.





Total
      Operating Expenses





Our
      total
      operating expenses for the six months ended June 30, 2008 were $5.65 million
      compared to $4.27 million for the comparable period for 2007. Overall, the
      $.38
      million increase in operating expenses were mainly attributed to our growth
      in
      the number of operating stores and increased costs associated with being a
      public reporting company.





Income
      Tax Expense





Income
      tax expense for the period ended June 30, 2008 was $.21 compared to income
      tax
      expense of $.50 million for the period ended June 30, 2007, which decreased
      primarily as a result of our net income before taxes for the 2008 period of
      $.49
      million versus net income before taxes for the 2007 period of $1.33
      million.




18


**Liquidity
      and Capital Resources**





Summary
      cash flow data is as follows:




Six-Months Ended June 30,2008
            
            2007Cash
                flows provided (used) by :Operating
                activities
            
            $
            (1,073,732
            )
            $
            1,343,962Investing
                activities
            
            
            (511,824
            )
            
            (90,655
            )Financing
                activities
            
            
            3,901,755
            
            
            (1,138,748
            )Net
                increase in cash
            
            
            2,316,199
            
            
            114,559Cash,
                beginning of period
            
            
            984,625
            
            
            1,265,461Cash,
                end of period
            
            $
            3,300,824
            
            $
            1,380,020




At
      June
      30, 2008 we had cash of $3.30 million compared to cash of $.98 million on
      December 31, 2007. The increase results mainly from our receipt of cash in
      the
      private placement transaction that closed simultaneously with the Merger. For
      fiscal year 2008, we believe that our available cash, combined with expected
      cash flows from operations, will be sufficient to fund our liquidity and capital
      expenditure requirements 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**




We
      have
      no off-balance sheet arrangements.





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





Not
      applicable.




**Item
      4. Controls and Procedures**





Evaluation
      of Disclosure Controls and Procedures




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




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





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





Changes
      in Internal Control over Financial Reporting




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





**PART
      II. OTHER INFORMATION**




**Item 1.
      Legal Proceedings**  ****





None.




19




**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**


None.





**Item 5.
      Other Information**





None.




20


**Item 6.
      Exhibits**




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




**SIGNATURES**




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





Dated:
                August 14, 2008
            **Western
                Capital Resources, Inc.**(Registrant)By:
            /s/
                Christopher LarsonChristopher
                LarsonChief
                Executive OfficerBy:
            /s/
                Steve StaehrSteve
                StaehrChief
                Financial Officer




21